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Home My WebLink About FULL PACKET_2020-11-17DRAFT MINUTES OF THE REGULAR MEETING OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, CALIFORNIA October 6, 2020 CLOSED SESSION MEETING, 5:00 p.m. CLOSED SESSION MEETING OF THE CITY COUNCIL - SEPTEMBER 1, 2020, 5:00 P.M. CALL TO ORDER - MAYOR PULIDO Mayor Pulido called the Closed Session meeting to order at 5:02 p.m. COUNCILMEMBERS Present: 'k Ak Mayor Pulido, Mayor Pro TernVillegas and Councilmembers Bacerra,endoza, Penaloza. Sarmiento. and Solorio present. CKi1�J►[yl�Jil�dil:l�:�y_1:`�1�►[.7Ta PUBLIC COMMENTS - None.'%. CLOSED SESSION ITEMS - The Brown Act permits legislative bodies to discuss certain matters without members of the public present. The City Council finds, based on advice from the City Attorney, that discussion in open session of the following matters will prejudice the position of the City in existing and anticipated litigation: CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION pursuant to Paragraph (1) of subdivision (d) of Section 54956.9 of the Government Code: 1A. Santa Ana Citizens for Responsible Development v. City of Santa Ana, et al., Orange County Superior Court Case No. 30-2019-01119794-CU-WM- CXC 1 B. AC2525 Main, LLC, et al v. City of Santa Ana, et al., Orange County Superior Court, Case No. 30-2020-01137879-CU-WM-CXC 1 C. Santa Ana Needs Equity, et al v. City of Santa Ana, et al., Orange County Superior Court, Case No. 30-2019-01113224-CU-WM-CXC CONFERENCE WITH LEGAL COUNSEL — POTENTIAL LITIGATION - Significant exposure to litigation pursuant to paragraph (2) or (3) of subdivision (d) of Section 54956.9 of the Government Code: DRAFT CITY COUNCIL MINUTES 104-1 OCTOBER 6, 2020 Case 1: Receipt of claim from Metro Star LLC concerning 2702 N. Bristol Street 3. ANTICIPATED INITIATION OF LITIGATION PURSUANT TO SECTION 54956.9(d)(4) OF THE GOVERNMENT CODE: Case 1: Request to file civil nuisance abatement lawsuit and/or receivership petition against properties located at 2111 E. 1st St. (Sunland Motel) 4. CONFERENCE WITH REAL PROPERTY NEGOTIATOR pursuant to Government Code Section 54956.8: Address of Property: 1405 French Street, APN: 398-151-01 (Portion of) Negotiator: Kristine Ridge, City Manager Negotiating with: Santa Ana Unified School District Terms: Price and terms related to the possible acquisition of real property. 5. CONFERENCE WITH LABOR NEGOTIATOR pursuant to Government Code Section 54957.6(a): Agency Negotiators: City Manager, Kristine Ridge Employee Organizations: Santa Ana Police Officers Association (POA) CLOSED SESSION REPORT - The City Attorney will report on any action(s) to be taken at the Regular Meeting which will begin immediately following the Closed Session Meeting. ADJOURN CLOSED SESSION AND CONVENE TO THE REGULAR OPEN SESSION. Mayor Pulido adjourned Closed Session meeting at 6:54 p.m. and convened to the Regular Open Session. DRAFT CITY COUNCIL MINUTES 1 O z _w OCTOBER 6, 2020 REGULAR OPEN MEETING - 5:45 p.m. (Immediately following the Closed Session Meeting) CALL TO ORDER - MAYOR PULIDO Mayor Pulido adjourned the Closed Session at 6:54 p.m. and called the Regular Open Session to order at 6:58 p.m. Mayor Pulido, Mayor Pro Tern Villegas and Councilmembers Bacerra, Mendoza, Penaloza, Sarmiento, and Solorio present. COUNCILMEMBERS Absent: None CALL TO ORDER - MAYOR PULIDO Closed Session report out taken out of pledge of allegiance. PLEDGE OF ALLEGIANCE - MAYOR PULIDO INVOCATION - HEATHER RILEY, POLICE considered after call followed by the CEREMONIAL PRESENTATIONS 1. PROCLAMATION presented by MAYOR PULIDO naming October 4 through October 10, 2020 as Fire Prevention Week. Mayor Pulido, Mayor Pro Tern Villegas and Orange County Fire Authority Division Chief James Henery spoke. 2. PROCLAMATION presented by MAYOR PRO TEM VILLEGAS naming October 4 through October 10, 2020 as Code Enforcement Officer Appreciation Week. Councilmember Penaloza and Executive Director of Planning and Building Agency Minh Thai spoke. 3. PROCLAMATION presented by COUNCILMEMBER BACERRA naming October as Filipino American History Month. Councilmember Bacerra introduced the pre-recorded proclamation presentation. CLOSED SESSION REPORT - The City Attorney will report items to be added to Consent Calendar Item 19A from the Closed Session meeting. PUBLIC COMMENTS: DRAFT CITY COUNCIL MINUTES 1 O 3, _3 OCTOBER 6, 2020 Clerk of the Council Daisy Gomez reported out on eComments received. Chase Russell called to speak on Item 55B which was continued to the next meeting. Benancio Chavez provided his opinion regarding the current Mayoral and City Council Nominees. John Landis spoke regarding the commercial eviction moratorium and various other topics. CONSENT CALENDAR Motion to Approve the Consent Calendar Items with the following modifications: Item 20E, and Item 25A. Mayor Pulido abstained from Item 25B out of an abundance of caution as he may be an Illumination Foundation board member in the future. In addition, Item 55B is continued to the next Council meeting. Mayor Pro Tern Villegas motioned to approve the consent calendar items with the above modifications, seconded by Councilmember Bacerra. MOTION: Mayor Pro SECOND: Councilmember Bacerra Tern Villegas VOTE: AYES: Councilmember Bacerra, Councilmember Mendoza, Councilmember Penaloza, Councilmember Sarmiento, Councilmember Solorio, Mayor Pro Tern Villegas, Mayor Pulido NOES:1W None (0) ABSTAIN: ;None (0) None (0) ADMINISTRATIVE MATTERS MINUTES 10A. MINUTES FROM THE REGULAR MEETING OF AUGUST 18, 2020 —Clerk of the Council Office MOTION: Approve Minutes. DRAFT CITY COUNCIL MINUTES 1 O Q _4 OCTOBER 6, 2020 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 ORDINANCE NO. NS-XXXX - AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA ADDING ARTICLE XV (SYRINGE EXCHANGE PROGRAMS) TO CHAPTER 18 OF THE SANTA ANA MUNICIPAL CODE (HEALTH AND SANITATION) PROHIBITING SYRINGE EXCHANGE PROGRAMS FROM OPERATING IN THE CITY OF SANTA ANA — City Manager's Office Placed on first reading at the September 15, 2020 City Council meeting and approved by a vote of 7-0. Published in the Orange County Reporter on September 25, 2020. MOTION: Place ordinance on second reading and adopt. This consent Item- Ordinance NS-2996 was approved. BOARDS / COMMISSIONS / COMMITTEES 13A. APPOINT ANDRES MEDINA NOMINATED BY MAYOR PRO TEM VILLEGAS TO THE YOUTH COMMISSION AS THE WARD 5 REPRESENTATIVE FOR A PARTIAL -TERM EXPIRING DECEMBER 8, 2020 - Clerk of the Council Office MOTION: Nominate Andres Medina for an appointment to the Youth Commission as the Ward 5 representative. 13B. APPOINT JACQUELYN MANGUILAR NOMINATED BY COUNCILMEMBER MENDOZA TO THE YOUTH COMMISSION AS THE WARD 6 REPRESENTATIVE FOR A PARTIAL -TERM EXPIRING DECEMBER 13, 2022 - Clerk of the Council Office MOTION: Nominate Jacquelyn Manguilar for an appointment to the Youth Commission as the Ward 6 representative. 13C. APPOINT NANCY LEWIS NOMINATED BY COUNCILMEMBER BACERRA TO THE SANTA ANA 2018 MEASURE X CITIZENS' OVERSIGHT COMMITTEE AS THE WARD 4 REPRESENTATIVE FOR A FULL -TERM EXPIRING DECEMBER 13, 2022 - Clerk of the Council Office MOTION: Nominate Nancy Lewis for an appointment to the Santa Ana 2018 Measure X Citizens' Oversight Committee as the Ward 4 representative. 13D. APPOINT ROBYN MACNAIR NOMINATED BY COUNCILMEMBER BACERRA TO THE ARTS AND CULTURE COMMISSION AS THE WARD 4 REPRESENTATIVE FOR A FULL -TERM EXPIRING DECEMBER 13, 2022 - Clerk of the Council Office DRAFT CITY COUNCIL MINUTES 1 O $, _5 OCTOBER 6, 2020 MOTION: Nominate Robyn MacNair for an appointment to the Arts and Culture Commission as the Ward 4 representative. FINAL TRACT MAP NOTIFICATIONS - Pursuant to Section 34-183 of the Santa Ana Municipal Code, the City Engineer has received this Final Map and is in the process of reviewing the map for final approval. The City Engineer shall approve or disapprove this map within 10 days of the City Council Meeting. 17A. RECEIVE AND FILE CERTIFICATION OF APPROVAL BY CITY ENGINEER FOR FINAL TRACT MAP 2018-08 (1102 NORTH KING STREET) - Public Works Agency AM MOTION: Receive and file certification of approval by City Engineer for final Tract Map 2018-08. MISCELLANEOUS ADMINISTRATION 19A. CONFIRMATION OF CLOSED SESSION ACTION(S) -City Attorney's Office City Attorney reported on closed session Item 3; Council unanimously authorized the filing of litigation against the Sunland Motel to alleviate nuisance conditions on the property. City Attorney Sonia Carvalho announced that staff recommends to pull consent calendar Item 55B pursuant to direction provided to City Attorney in Closed Session by unanimous vote. In addition, Item 55B is continued to the next Council meeting. 19B. EXCUSED ABSENCES —Clerk of the Council Office 19C. RECEIVE AND FILE QUARTERLY REPORT FOR HOUSING DIVISION PROJECTS AND ACTIVITIES APRIL 2020 — JUNE 2020 — Community Development Agency MOTION: Receive and file the Quarterly Report for Housing Division Projects and Activities for the period of April 2020 - June 2020. 19D. AUTHORIZATION TO FILE AND PROSECUTE A RECEIVERSHIP PETITION AND NUISANCE ABATEMENT ACTIONS AGAINST OWNERS OF REAL PROPERTIES LOCATED IN THE CITY OF SANTA ANA — City Attorney's Office MOTION: Authorize the filing and prosecution of a receivership petition and nuisance abatement actions against the owners of the following real properties: DRAFT CITY COUNCIL MINUTES 1 O fj, _6 OCTOBER 6, 2020 1. 407 N. Laurel Street (Residential) — Receivership Petition 2. 938 E. 2nd Street (Commercial) — Nuisance Abatement Action 3. 936 E. 2nd Street (Commercial — Nuisance Abatement Action 4. 2600 N. Main St. (Commercial) — Red Roof Inn — Nuisance Abatement Action BUDGETARY MATTERS APPROPRIATION ADJUSTMENTS 20A. APPROVE APPROPRIATION ADJUSTMENTS RECOGNIZING $730,891 OF HOUSING AUTHORITY ADMINISTRATIVE FEE FUNDING AND $18,373 IN MAINSTREAM VOUCHER PROGRAM ADMINISTRATIVE FEES (NON - GENERAL FUND) —Community Development Agency MOTION: Approve an appropriation adjustment. (Requires five affirmative votes). APPROPRIATION ADJUSTMENT NO. 2021-028 - Recognizing additional Housing Choice Voucher Program and Mainstream Voucher administrative funds in the amount of $749,264 in revenue account and appropriating same to expenditure account. 20B. APPROVE APPROPRIATION ADJUSTMENTS TO CARRYOVER UNSPENT AMOUNTS FROM FISCAL YEAR 2019-20 TO FISCAL YEAR 2020-21 (GENERAL FUND AND NON -GENERAL FUND) — Finance and Management Services Agency MOTION: Approve appropriation adjustments. (Requires five affirmative votes). 1. Approve an Appropriation Adjustment to reduce the Fiscal Year 2019-20 budget for unspent amounts to be carried over to Fiscal Year 2020-21. 2. Approve an Appropriation Adjustment to increase the Fiscal Year 2020-21 budget for amounts carried forward from Fiscal Year 2019-20. 3. Approve an Appropriation Adjustment to transfer the remaining unspent balance from the 2014-15 Addressing Maintenance Enhancing Services (AMES) fund to the General Fund and appropriate the related encumbrances and carryforward budgets in Fiscal Year 2020-21. 4. Approve a Fiscal Year 2019-20 Appropriation Adjustment to shift budget from the Non -Departmental Accounting Unit to the Fire Services Accounting Unit, to ensure budgetary compliance with no net impact to the General Fund. DRAFT CITY COUNCIL MINUTES 1 U z _7 OCTOBER 6, 2020 20C. APPROVE AN APPROPRIATION ADJUSTMENT TO APPROPRIATE $982,000 IN PARK ACQUISITION AND DEVELOPMENT (DISTRICT 3) FUNDS RECEIVED IN PRIOR YEARS FOR IMPROVEMENTS ALONG THE FLOWER STREET BIKE TRAIL AND AMEND THE FISCAL YEAR 2020-2021 CAPITAL IMPROVEMENT PROGRAM TO INCLUDE NEW PROJECT FUNDS (NON - GENERAL FUND) - Parks, Recreation and Community Services Agency and Public Works Agency 1. Approve an appropriation adjustment. (Requires five affirmative votes). APPROPRIATION ADJUSTMENT NO. 2021-027 - To appropriate $982,000 in Park Acquisition and Development (District 3) funds received in prior years for improvements along the Flower Street Bike Trail. 2. Approve an amendment to the Fiscal Year 2020-2021 Capital Improvement Program to include the Flower Street Bike Trail Improvements. 20D. APPROVE AN APPROPRIATION ADJUSTMENT TO RECOGNIZE GRANT REVENUE, APPROVE AN AGREEMENT WITH THE STATE OF CALIFORNIA OFFICE OF TRAFFIC SAFETY TO SECURE A BICYCLE SAFETY GRANT IN AN AMOUNT NOT TO EXCEED $100,000, AND APPROVE AN AGREEMENT WITH CHARITABLE VENTURES TO PROVIDE BICYCLE SAFETY EDUCATION IN AN AMOUNT NOT TO EXCEED $100,000 (NON -GENERAL FUND) - Public Works Agency Approve an appropriation adjustment. (Requires five affirmative votes). APPROPRIATION ADJUSTMENT NO. 2021-029 - To recognize Office of Traffic Safety (OTS) Pedestrian and Bicycle Safety grant funds in the amount of $100,000 in the OTS-PWA Traffic Safety Grants, Federal Grants -Indirect and Reserve Appropriation revenue account and appropriate the same amount to the OTS-Bicycle Safety PWA, Contract -Services Professional and Reserve Appropriation expenditure account. 2. Authorize the City Manager to execute a one-year grant agreement (PS21042) with the State of California Office of Traffic Safety for Pedestrian and Bicycle Safety Program funds in an amount not to exceed $100,000, for a one-year period beginning October 1, 2020 and ending September 30, 2021 (timeframe consistent with the grant cycle), subject to non -substantive changes approved by the City Manager and City Attorney (Agreement No. A- 2020-XXX). 3. Authorize the City Manager to execute an agreement with Charitable Ventures of Orange County, Inc. to provide bicycle safety education services for a one-year period beginning October 6, 2020 and ending October 31, 2021, in an amount not to exceed $100,000, subject to non -substantive changes approved by the City Manager and City Attorney (Agreement No. A- 2020-XXX). DRAFT CITY COUNCIL MINUTES 1 O $ _8 OCTOBER 6, 2020 This consent Item - Agreement No. 2020-192 and Agreement No. 2020-183 was approved 20E. APPROVE AND APPROPRIATION ADJUSTMENT TO CARRY FORWARD FUNDS IN THE AMOUNT OF $275,000 AND AN AMENDMENT TO THE CONSTRUCTION CONTRACT WITH EBS GENERAL ENGINEERING, INC. BY $600,000 TO PERFORM ADDITIONAL SIDEWALK CONCRETE REPAIRS, FOR A NEW ESTIMATED TOTAL PROJECT DELIVERY COST OF $850,470 (PROJECT NO. 20-6970) (GENERAL FUND AND NON -GENERAL FUND) - Public Works Agency Approve an appropriation adjustment. (Requires five affirmative votes). APPROPRIATION ADJUSTMENT NO. 2021-032 - To carry forward Fiscal Year 2019-20 Special Gas Tax funds in the amount of $275,000 in the Special Gas Tax, Prior Year Carry Forward revenue account and appropriate the same amount to the Special Gas Tax, Contract Services -Professional expenditure account. 2. Authorize the City Manager to amend the construction contract with EBS General Engineering Services Inc., via change order, by an increase of $600,000, to perform additional sidewalk concrete improvements, for a new estimated project delivery cost of $850,470. 3. Approve a revised Project Cost Analysis increasing construction administration by $50,000 and project contingencies by $550,000, for a new estimated project delivery cost of $850,470. Motion to Approve 20E. APPROVE AND APPROPRIATION ADJUSTMENT TO CARRY FORWARD FUNDS IN THE AMOUNT OF $275,000 AND AN AMENDMENT TO THE CONSTRUCTION CONTRACT WITH EBS GENERAL ENGINEERING, INC. BY $600,000 TO PERFORM ADDITIONAL SIDEWALK CONCRETE REPAIRS, FOR A NEW ESTIMATED TOTAL PROJECT DELIVERY COST OF $850,470 (PROJECT NO. 20-6970) (GENERAL FUND AND NON -GENERAL FUND) - Public Works Agency Councilmember Penaloza motioned to approve, seconded by Councilmember Bacerra. MOTION: Councilmember SECOND: Councilmember Bacerra Penaloza VOTE: AYES: Councilmember Bacerra, Councilmember Mendoza, Councilmember Penaloza, Councilmember Sarmiento, Councilmember Solorio, Mayor Pro Tern Villegas, Mayor Pulido (7) NOES: None (0) DRAFT CITY COUNCIL MINUTES 1 Off,-s OCTOBER 6, 2020 ABSTAIN ABSENT: None (0) None (0) SPECIFICATIONS - PURCHASE OF EQUIPMENT AND SERVICES 22A. AWARD A PURCHASE ORDER IN AN AMOUNT NOT TO EXCEED $407,540 TO PLUMBERS DEPOT INC. FOR ONE COMPRESSED NATURAL GAS JETTER TRUCK (SPECIFICATION NO. 20-120) (NON -GENERAL FUND) - Finance and Management Services Agency and Public Works Agency MOTION: Authorize a one-time purchase and payment of a purchase order to Plumbers Depot Inc. for the purchase of one compressed natural gas jetter truck, in the amount of $397,540, plus a contingency of $10,000, for a total amount not to exceed $407,540, subject to non -substantive changes approved by the City Manager and City Attorney. 22B. AUTHORIZE AND EXERCISE THE FIRST RENEWAL TERM OF THE BLANKET PURCHASE ORDER WITH BPR, INC. FOR SIDEWALK OFFSET GRINDING SERVICES IN THE AMOUNT OF $240,000 (SPECIFICATION NO. 19-049) (NON -GENERAL FUND) - Finance and Management Services Agency, Public Works Agency and Parks, Recreation and Community Services Agency MOTION: Authorize the City Manager to exercise the first renewal term of the blanket purchase order with BPR, Inc. for sidewalk offset grinding services in the amount of $240,000, for a period ending June 30, 2021, subject to non - substantive changes approved by the City Manager and City Attorney. AGREEMENTS 25A. APPROVE A MASTER AGREEMENT WITH QUALIFIED SCHOOLS TO PROVIDE VOCATIONAL TRAINING USING FEDERAL WORKFORCE INNOVATION AND OPPORTUNITY ACT AND OC SOCIAL SERVICES GRANT FUNDS FOR FISCAL YEAR 2020-2023 ($2,000,000) (NON -GENERAL FUND) - Community Development Agency Authorize the City Manager to execute a master agreement, for a three-year period expiring June 30, 2023, with a one-year option to renew, with any one of the schools listed on the State Employment Training Provider List, to deliver occupational skills training on an as needed basis to unemployed and low-income individuals for a total aggregate amount not to exceed $2,000,000, payable from federal, state, and county grant funds, subject to non -substantive changes approved by the City Manager and City Attorney. (Agreement No. A-2020-XXX). DRAFT CITY COUNCIL MINUTES 1 O4_ 1 O OCTOBER 6, 2020 2. Approve schools and training programs listed on the State of California's Eligible Training Provider List to be used on an as -needed basis to provide occupational training under the guidelines of the Workforce Innovation and Opportunity Act. Councilmember Solorio requested staff notify the residents regarding job training and work opportunities through a press release or social media. Motion to Approve 1. Authorize the City Manager to execute a master agreement, for a three-year period expiring June 30, 2023, with a one-year option to renew, with any one of the schools listed on the State Employment Training Provider List, to deliver occupational skills training on an as needed basis to unemployed and low-income individuals for a total aggregate amount not to exceed $2,000,000, payable from federal, state, and county grant funds, subject to non -substantive changes approved by the City Manager and City Attorney. (Agreement No. A-2020-194). 2. Approve schools and training programs listed on the State of California's Eligible Training Provider List to be used on an as -needed basis to provide occupational training under the guidelines of the Workforce Innovation and Opportunity Act. moved by Councilmember Solorio seconded by Mayor Pro Tern Villegas. Councilmember Solorio motioned to approve, seconded by Mayor Pro Tern Villegas. MOTION Councilmember Solorio AYES: .. I JN ABSENT: SECOND: Mayor Pro Tern Villegas Councilmember Bacerra, Councilmember Mendoza, Councilmember Penaloza, Councilmember Sarmiento, Councilmember Solorio, Mayor Pro Tern Villegas, Mayor Pulido (7) None (0) None (0) None (0) 25B. APPROVE AGREEMENT WITH ILLUMINATION FOUNDATION IN THE AMOUNT OF $1,595,406 TO OPERATE THE LINK SHELTER (NON -GENERAL FUND) - Community Development Agency 1. Authorize the City Manager to execute an Operator Agreement with Illumination Foundation for the Link shelter, from October 15, 2020 to March 31, 2021 for a total amount not to exceed $1,595,406, subject to non - DRAFT CITY COUNCIL MINUTES 1 O4_ 11 OCTOBER 6, 2020 substantive changes approved by the City Manager and City Attorney(Agreement No. A-2020-XXX). 2. Authorize the City Manager to execute a Funding Agreement for the use of ESG-CV and ESG CV 2 from the United States Department of Housing and Urban Development from October 15, 2020 to June 30,2021, subject to non - substantive changes approved by the City Manager and City Attorney (Agreement No. A-2020-XXX). Mayor Pulido abstained from Item 25B out of and abundance of caution. This consent Item - Agreement No. 2020-195 and A-2020-195A was approved 25C. APPROVE AN AMENDMENT TO THE CONTRACT WITH BUCHALTER APC TO PROVIDE CONSULTING SERVICES RELATED TO THE AIRPORT LAND USE COMMISSION IN THE AMOUNT OF $50,000 FOR A TOTAL NOT TO EXCEED $100,000 (GENERAL FUND) — Planning and Building Agency MOTION: Authorize the City Manager to execute an amendment to the agreement with the law firm Buchalter APC for consulting services related to the Airport Land Use Commission (ALUC) for an additional one (1) year period ending June 30, 2022, for a total contract amount not to exceed $100,000, subject to non - substantive changes approved by the City Manager and City Attorney (Agreement No. A-2020-XXX). This consent Item - Agreement No. 2020-196 was approved ORDINANCES/FIRST READING 50A. ORDINANCE FIRST READING: APPROVE AMENDMENT NO. 2020-1 TO ALLOW THE HISTORIC RESOURCES COMMISSION THE ABILITY TO ADD CONDITIONS OF APPROVAL TO HISTORIC APPLICATIONS — Planning and Building Agency MOTION: Place ordinance on first reading and authorize publication of title. AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING SECTION 30-6 OF CHAPTER 30 (PLACES OF HISTORICAL AND ARCHITECTURAL SIGNIFICANCE) OF THE SANTA ANA MUNICIPAL CODE TO ALLOW THE HISTORIC RESOURCES COMMISSION TO ADD CONDITIONS OF APPROVAL TO HISTORIC APPLICATIONS RESOLUTIONS - Consent 55A. RESOLUTION AND AGREEMENT AUTHORIZING POLICE OFFICER HEITMANN TO PURCHASE A RETIRED SANTA ANA POLICE DEPARTMENT DRAFT CITY COUNCIL MINUTES 1 U4-12 OCTOBER 6, 2020 K-9, AND ACCEPTING THE DONATION OF A NEW K-9 AND RELATED SUPPLIES (GENERAL FUND) — Police Department 1. Adopt a resolution. Resolution No. 2020-XXX -A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING THE AGREEMENT BETWEEN FORMER POLICE OFFICER MICHAEL HEITMANN AND THE CITY OF SANTA ANA RELATING TO HIS PURCHASE OF A POLICE K-9 AND ACCEPTING THE DONATION OF POLICE K-9 ANIMAL, EQUIPMENT AND SUPPLIES FROM JOHANNA SCILLIERI FOR THE SANTA ANA POLICE DEPARTMENT K-9 PROGRAM 2. Authorize the City Manager to execute a purchase agreement with former Santa Ana Police Officer Michael Heitmann for the sale of a retired Police Department K-9 in the amount of $1, subject to non -substantive changes approved by the City Attorney and City Manager (Agreement No. A-2020- XXX). This consent Item- Resolution No. 2020-077 was approved. This consent Item - Agreement No. 2020-197 was approved. 55B. RESOLUTION RESCINDING CITY COUNCIL RESOLUTION NO. 2019-099, UPHOLDING PLANNING COMMISSION'S ADOPTION OF RESOLUTION NOS. 2019-35, 2019-36, 2019-37; RESCINDING THE CITY'S CALIFORNIA ENVIRONMENTAL QUALITY ACT -RELATED FINDINGS; AND DECLARING NULL AND VOID PLANNING COMMISSION RESOLUTION NOS. 2019-35, 2019-36, AND 2019-37 PERTAINING TO THE PROPERTY LOCATED AT 301 AND 325 N. TUSTIN AVENUE — City Attorney's Office Continued from the September 15, 2020 City Council Meeting. MOTION: Adopt resolution. Resolution No. 2020-XXX - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA RESCINDING CITY COUNCIL RESOLUTION NO. 2019-099, UPHOLDING PLANNING COMMISSION'S ADOPTION OF RESOLUTION NOS. 2019-35, 2019-36, 2019- 37; RESCINDING THE CITY'S CALIFORNIA ENVIRONMENTAL QUALITY ACT - RELATED FINDINGS; AND DECLARING NULL AND VOID PLANNING COMMISSION'S RESOLUTION NOS. 2019-35, 2019-36, AND 2019-37 PERTAINING TO THE PROPERTY LOCATED AT 301 AND 325 N. TUSTIN AVENUE City Attorney Sonia Carvalho announced that Item 55B is continued to the next council meeting. END OF CONSENT CALENDAR DRAFT CITY COUNCIL MINUTES 1 U4-13 OCTOBER 6, 2020 BUSINESS CALENDAR REPORTS 65A. PUBLIC MEETING REGARDING THE PROPOSED FORMATION OF THE SANTA ANA TOURISM MARKETING DISTRICT — Community Development Agency MOTION: Conduct a public meeting regarding the proposed formation of the Santa Ana Tourism Marketing District. City Manager Kristine Ridge provided a brief presentation regarding public testimony pursuant to the 1994 Act. Seeing no comment, proceeded to Council Agenda Items. 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. Only action available to City Council is to provide direction to City Manager. 85A. DISCUSS AND CONSIDER DIRECTING THE CITY MANAGER TO DIRECT STAFF TO PREPARE A RESOLUTION OF THE SANTA ANA CITY COUNCIL OPPOSING FEDERAL LEGISLATION THAT WOULD ALLOW HEAVIER OR LONGER TRUCKS ON U.S. HIGHWAYS — Councilmember Mendoza Council supports with no objections and provided direction to City staff to research and provide an update via a memo. 85B. DISCUSS AND CONSIDER REQUESTING THE CITY CLERK TO ANALYZE AND PREPARE A PHASED PLAN TO RETURN TO NORMAL CITY COUNCIL MEETINGS INCLUDING A POTENTIAL TIMELINE FOR IMPLEMENTATION — Councilmember Penaloza Council discussion ensued and provided direction to staff to provide options for in - person meetings and stressed the importance of planning for said meetings. Mayor Pulido spoke on the various upcoming options to implement to neutralize and destroy a virus. MAYOR PULIDO RECESSED THE COUNCIL MEETING AND CONVENED TO THE HOUSING AUTHORITY MEETING AT 7:56 P.M. CHAIR PULIDO ADJOURNED THE HOUSING AUTHORITY MEETING AND CONVENED TO THE SPECIAL SUCCESSOR AGENCY MEETING AT 7:57 P.M. DRAFT CITY COUNCIL MINUTES 104_ 1 4 OCTOBER 6, 2020 MAYOR PULIDO ADJOURNED THE SPECIAL SUCCESSOR AGENCY MEETING AND RECONVENED TO THE CITY COUNCIL MEETING AT 8:00 P.M. COMMENTS 90A. CITY MANAGER'S COMMENTS City Manager Kristine Ridge provided a Santa Ana Cares COVID update and shared one of the many public service announcements that aired on Cable Channel 3, YouTube and social media. Provided a partnership update with the Santa Ana Unified School District called the Student Success Library Card Program. Lastly, collaborated with The Discovery Science Center to roll out a Play and Go pass where residents can visit the Discovery Science Center with additional Library programing in conjunction with the Center's programs. 90B. CITY COUNCILMEMBER COMMENTS Councilmember Bacerra spoke regarding the passing of John Mendez and encourages all to participate in the 2020 Census, 2020Census.gov. Councilmember Mendoza welcomes our newest Chaplains, informed public about the water poster contest, lastly, commended Public Works Executive Director Nabil Saba and Projects Manager Christy Kindig for procuring the recent 2020 Smart Energy Decision Innovation Award Councilmember Penaloza announced his attendance to the Transportation Corridor Agency board meeting and encourages all to participate in the 2020 Census. Mayor Pulido suggested a giant flyer to be draped over the water tower to bring attention to the 2020 Census. Councilmember Penaloza noted that there is funding available for census outreach. Councilmember Solorio agrees with the importance of one last push to encourage Census participation. Requested staff to send a letter to thank Orange County Fire Authority (OCFA) firefighters for quickly responding to fires, spoke on the CARES events, and spoke on the various median improvements. Councilmember Sarmiento agrees with the use of outreach funds to encourage residents to participate in the 2020 Census, encourages the re -deployment of employees who were laid off to assist with the CARES Act outreach efforts, requested WiFi status update, and lastly, encouraged communication staff to walk folks through in how to fill out a ballot and vote. Mayor Pro Tern Villegas thanked OCFA for all their hard work. DRAFT CITY COUNCIL MINUTES 1 U4-15 OCTOBER 6, 2020 Mayor Pulido spoke regarding adjournment of John Mendez. Adjourned meeting in memory of Lieutenant Mike Councilmember Penaloza shared a moment he had with John Mendez and conveyed the passion he had for the community. Mayor Pulido provided a COVID status update. ADJOURNMENT - The next meeting of the City Council is scheduled for Tuesday, October 20, 2020 at 5:00 p.m. for the Closed Session Meeting immediately followed by the Regular Open Business Meeting at 5:45 p.m. in the Council Chamber, 22 Civic Center Plaza, Santa Ana, California. Mayor Pulido adjourned the City Council meeting at 8:31 p.m. and adjourned in Memory of John Mendez. DRAFT CITY COUNCIL MINUTES 1 U } _ 1 6 OCTOBER 6, 2020 DRAFT MINUTES OF THE SPECIAL MEETING OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, CALIFORNIA October 16, 2020 CLOSED SESSION MEETING SPECIAL MEETING OF THE CITY COUNCIL - 11:45 a.m. CALL TO ORDER - Mayor PULIDO Mayor Pro Tern Villegas called the meeting to order at 11:47 a.m. and Mayor Pulido joined the meeting at 11:56 a.m. Councilmembers BACERRA, MENDOZA, PENALOZA, SARMIENTO, SOLORIO AND VILLEGAS COUNCILMEME None CALL TO ORDE PUBLIC COMM 10 55A. RECEIVE UPDATE FROM STAFF AND IF STAFF REPORTS THAT THE ORANGE COUNTY AIRPORT LAND USE COMMISSION HAS FOUND THE PROPOSED COMPREHENSIVE UPDATE TO THE GENERAL PLAN IS NOT CONSISTENT WITH THE 2008 AIRPORT ENVIRONS LAND USE PLAN FOR JOHN WAYNE AIRPORT, STAFF RECOMMENDS THAT THE CITY COUNCIL AUTHORIZE THE PLANNING DIVISION TO PROVIDE THE AIRPORT LAND USE COMMISSION AND THE STATE OF CALIFORNIA DEPARTMENT OF TRANSPORTATION DIVISION OF AERONAUTICS A NOTICE OF INTENT OF THE POTENTIAL FOR THE CITY COUNCIL TO OVERRULE THE DETERMINATION OF THE COMMISSION - Planning and Building Agency RECOMMENDED ACTION: 1. Receive update from staff and discuss the outcome of the Orange County Airport Land Use Commission review and consideration of the proposed Comprehensive Update to the General Plan for consistency with the 2008 Airport Environs Land Use Plan for John Wayne Airport. The Airport Land Use Commission's review is scheduled to occur on October 15, 2020 at 4:00 p.m. DRAFT CITY COUNCIL MINUTES 1 O l _ 1 OCTOBER 16, 2020 If staff reports that the Orange County Airport Land Use Commission has found the proposed Comprehensive Update to the General Plan is not consistent with the 2008 Airport Environs Land Use Plan for John Wayne Airport, staff recommends that the City Council authorize the Planning Division to provide the Airport Land Use Commission and the State of California Department of Transportation Division of Aeronautics a notice of intent of the potential for the City Council to overrule the determination of the Commission. Adopt a resolution. RESOLUTION NO. 2020-XXX - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA NOTIFYING THE ORANGE COUNTY AIRPORT LAND USE COMMISSION AND THE STATE DIVISION OF AERONAUTICS OF THE CITY'S INTENTION TO FIND THAT THE CITY OF SANTA ANA COMPREHENSIVE GENERAL PLAN UPDATE, GOLDEN CITY BEYOND (2045) IS CONSISTENT WITH THE PURPOSES OF THE STATE AERONAUTIC ACT AND TO OVERRULE THE ORANGE COUNTY AIRPORT LAND USE COMMISSION'S DETERMINATION THAT THE PROPOSED GENERAL PLAN UPDATE IS INCONSISTENT WITH THE 2008 JOHN WAYNE AIRPORT ENVIRONS LAND USE PLAN City Manager provided a brief presentation, Motion to Adopt: Receive update from staff and discuss the outcome of the Orange County Airport Land Use Commission review and consideration of the proposed Comprehensive Update to the General Plan for consistency with the 2008 Airport Environs Land Use Plan for John Wayne Airport. The Airport Land Use Commission's review is scheduled to occur on October 15, 2020 at 4:00 p.m. If staff reports that the Orange County Airport Land Use Commission has found the proposed Comprehensive Update to the General Plan is not consistent with the 2008 Airport Environs Land Use Plan for John Wayne Airport, staff recommends that the City Council authorize the Planning Division to provide the Airport Land Use Commission and the State of California Department of Transportation Division of Aeronautics a notice of intent of the potential for the City Council to overrule the determination of the Commission. Adopt a revised resolution that contains non -substantial updated findings. RESOLUTION NO. 2020-XXX - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA NOTIFYING THE ORANGE COUNTY AIRPORT DRAFT CITY COUNCIL MINUTES 1 O Z _w OCTOBER 16, 2020 LAND USE COMMISSION AND THE STATE DIVISION OF AERONAUTICS OF THE CITY'S INTENTION TO FIND THAT THE CITY OF SANTA ANA COMPREHENSIVE GENERAL PLAN UPDATE, GOLDEN CITY BEYOND (2045) IS CONSISTENT WITH THE PURPOSES OF THE STATE AERONAUTIC ACT AND TO OVERRULE THE ORANGE COUNTY AIRPORT LAND USE COMMISSION'S DETERMINATION THAT THE PROPOSED GENERAL PLAN UPDATE IS INCONSISTENT WITH THE 2008 JOHN WAYNE AIRPORT ENVIRONS LAND USE PLAN. Councilmember Bacerra motioned to adopt, seconded by Councilmember Mendoza. VNSI=F Councilmember Bacerra AYES: NOES: ABSTAI' ABSENT: [4*40kilexerewo 7 11 iilTa LvArAT156M. Mayor Pulido, Councilmember Bacerra, Councilmember Mendoza, Councilmember Penaloza, Mayor Pro Tern Villegas, Councilmember Solorio (6) Councilmember Sarmiento (1) None (0) None (0) ADJOURNMENT - The next meeting of the City Council is scheduled for Tuesday, October 20, 2020 at 5:00 p.m. for the Closed Session Meeting immediately followed by the Regular Open Business Meeting at 5:45 p.m. by Teleconference. Mayor Pulido adjourned the meeting at 11:57 a.m. DRAFT CITY COUNCIL MINUTES 1 U i _3 OCTOBER 16, 2020 DRAFT MINUTES OF THE REGULAR MEETING OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, CALIFORNIA October 20, 2020 CLOSED SESSION MEETING CLOSED SESSION -MEETING OF THE CITY COUNCIL- OCTOBER 20, 2020 5:00 P.M. CALL TO ORDER Mayor PULIDO Mayor Pulido called the Closed Session meeting to order at 5:02 p.m. Councilmember Sarmiento joined the meeting at 5:08 p.m. Councilmember Mendoza and Councilmember Solorio were on the call. Mayor Pulido, Mayor Pro Tern Villegas and Councilmembers Bacerra, Mendoza, Penaloza, Sarmiento, and Solorio present. COUNCILMEMBERS Absent: None PUBLIC COMMENTS - 41164, Speaker (Grant) spoke regarding Item 1 CLOSED SESSION ITEMS - The Brown Act permits legislative bodies to discuss certain matters without members of the public present. The City Council finds, based on advice from the City Attorney, that discussion in open session of the following matters will prejudice the position of the City in existing and anticipated litigation: CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION pursuant to Paragraph (1) of subdivision (d) of Section 54956.9 of the Government Code: 1A. Santa Ana Citizens for Responsible Development v. City of Santa Ana, et al., Orange County Superior Court Case No. 30-2019-01119794-CU-WM-CXC 1 B. AC2525 Main, LLC, et al v. City of Santa Ana, et al., Orange County Superior Court, Case No. 30-2020-01137879-CU-WM-CXC 1 C. Santa Ana Needs Equity, et al v. City of Santa Ana, et al., Orange County Superior Court, Case No. 30-2019-01113224-CU-WM-CXC 2. CONFERENCE WITH REAL PROPERTY NEGOTIATOR pursuant to Government Code Section 54956.8: DRAFT CITY COUNCIL MINUTES 1 O V _ 1 OCTOBER 20, 2020 Address of Property: APN # 398-264-13; 201 W. 3rd Street; 62,243 sq. ft. (1.43 acres) Negotiators: City Manager Kristine Ridge, Manager Steven Mendoza Negotiating with: Caribou Industries Terms: Conditions of the potential development and sale of City owned property 3. CONFERENCE WITH LABOR NEGOTIATOR pursuant to Government Code Section 54957.6(a): Agency Negotiators: City Manager, Kristine'Rdge Employee Organizations: Santa Ana Police Officers Association (POA) CLOSED SESSION REPORT - The City Attorney will report on any action(s) to be taken at the Regular Meeting which will begin immediately following the Closed Session Meeting. r_1oil L1l]V0Eel 11001:I Q�y�XAEel ►r_l01.ZK.100:101: 0r.1111r:I: a:7tell] A_Vz.]»0�y*&AEel ►1 Mayor Pulido adjourned Closed Session meeting and convened to the Regular Open Session at 6:14 p.m. a DRAFT CITY COUNCIL MINUTES 1 O V _2 OCTOBER 20, 2020 REGULAR OPEN MEETING - 5:45 p.m. (Immediately following the Closed Session Meeting) CALL TO ORDER - MAYOR PULIDO Mayor Pulido called the Regular Session meeting to order a 6:14 p.m. Mayor Pulido, Mayor Pro Tern Villegas and Councilmembers Bacerra, Mendoza, Penaloza, Sarmiento, and Solorio present. COUNCILMEMBERS Absent: None PLEDGE OF ALLEGIANCE - MAYOR PULIDO CEREMONIAL PRESENTATIONS 1. PROCLAMATION presented by MAYOR PULIDO naming November 8 through November 14 as National Nurse Practitioner Week 2. PROCLAMATION presented by MAYOR PRO TEM VILLEGAS naming October as Domestic Violence Awareness Month. 3. CERTIFICATE OF RECOGNITION presented by COUNCILMEMBER BACERRA to Santa Ana College's el Don Newspaper staff for their outstanding contributions to the community. . 4. CERTIFICATE OF RECOGNITION presented by COUNCILMEMBER MENDOZA to Luis Gonzalez and Guillermo Velazquez for their outstanding contributions to the community 5. PROCLAMATION presented by COUNCILMEMBER SARMIENTO naming October 25 through October 31, 2020 as Childhood Lead Poisoning Prevention Week. CLOSED SESSION REPORT - The City Attorney will report items to be added to Consent Calendar Item 19A from the Closed Session meeting. City Attorney Sonia Carvalho stated there is no reportable action. PUBLIC COMMENTS Clerk of the Council Daisy Gomez reported out on eComments received on Items 75A, 55A, and 85C. DRAFT CITY COUNCIL MINUTES 1 U 6 _3 OCTOBER 20, 2020 Jose Trinidad Castaneda from the Climate Action Campaign spoke regarding Community Choice Energy and urges council to consider the item on a future agenda. Tom Morrisey, Ward 6 Planning Commissioner, spoke regarding Item 75A, and noted that Caribou Industries has provided great opportunities for the community, but expressed concern with a lack of clear scale guidelines for Historic Districts. Erin Naderi of Palmieri, Hennessey and Leifer, LLP, spoke on behalf of the Coalition Against Santa Ana Irresponsible Development, noted that an objection letter and supporting documents submitted for inclusion in the public hearing item 75A. Ernesto Medrano representative for the Los Angeles and Orange Counties Building and Construction Trades Council spoke in support of Item 75A. John Hannah representing the Southwest Regional Council of Carpenters spoke in support of Item 75A. Evan Grant on behalf of Kara Grant Law spoke regarding item 55A and respective lawsuit. Luis Andres Perez with LIA Local 582 Plumbers and Steamfitters spoke in support of Item 75A. Helena spoke in opposition of Item 75A and expressed concern with gentrification. Diane Fradkin spoke regarding Item 75A, expressed concern with the architecture of the building and height, asked for a review to ensure good standards for redevelopment in downtown are provided, and cautioned in moving forward with projects that are too dense or not in the parameters of the historic value for the city. Tim Rush spoke in support of item 75A and provided history on the need of a parking structure to assist in increasing revenue. CONSENT CALENDAR MOTION: Motion to Approve the Consent Calendar Items with the following modifications Approve staff recommendations on the following Consent Calendar items: Items 10A through 55B with the exception of items 19C, 19D, 25D and 25G. Item 55A moved to the next meeting at the request of staff. Mayor Pro Tern Villegas motioned to approve the consent calendar items with the following modifications, seconded by Councilmember Bacerra. MOTION: Mayor Pro SECOND: Councilmember Bacerra Tern Villegas DRAFT CITY COUNCIL MINUTES 1 U 9, _4 OCTOBER 20, 2020 VOTE: AYES: Mayor Pulido, Councilmember Sarmiento, Councilmember Bacerra (7) NOES: None (0) ABSTAIN: None (0) ABSENT: None (0) Mayor Pro Tern Villegas, Penaloza, Councilmember Councilmember Solorio, Mendoza, Councilmember ADMINISTRATIVE MATTERS MINUTES 10A. MINUTES FROM THE REGULAR MEETING OF SEPTEMBER 1, 2020 — Clerk of the Council Office MOTION: Approve Minutesvq%% X, 10B. MINUTES FROM THE REGULAR MEETING OF SEPTEMBER 15, 2020 — 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 ORDINANCE NO. NS-XXXX - AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING SECTION 30-6 OF CHAPTER 30 (PLACES OF HISTORICAL AND ARCHITECTURAL SIGNIFICANCE) OF THE SANTA ANA MUNICIPAL CODE TO ALLOW THE HISTORIC RESOURCES COMMISSION TO ADD CONDITIONS OF APPROVAL TO HISTORIC APPLICATIONS - Planning and Building, Placed on first reading at the October 6, 2020 City Council meeting and approved by a vote of 7-0. 2. Published in the Orange County Reporter on October 9, 2020. MOTION: Place ordinance on second reading and adopt. This consent Item - Ordinance No. NS-2997 was approved. DRAFT CITY COUNCIL MINUTES 1 O V _5 OCTOBER 20, 2020 BOARDS / COMMISSIONS / COMMITTEES 13A. APPOINT ALESSANDRA HUIZAR NOMINATED BY COUNCILMEMBER BACERRA TO THE YOUTH COMMISSION AS THE WARD 4 REPRESENTATIVE FOR A FULL TERM EXPIRING DECEMBER 13, 2022 - Clerk of the Council Office MOTION: Nominate Alessandra Huizar for an appointment to the Youth Commission as the Ward 4 representative. MISCELLANEOUS ADMINISTRATION 19A. CONFIRMATION OF CLOSED SESSION ACTION(S) —City Attorney's Office City Attorney Sonia Carvalho stated there was no reportable action. 19B. EXCUSED ABSENCES —Clerk of the Council Office 19C. RECEIVE AND FILE DOG PARK AT CENTENNIAL PARK INFORMATIONAL UPDATE - Parks, Recreation, and Community Services Agency MOTION: Receive and file Dog Park at Centennial Park informational update. City Manager Kristine Ridge provided a brief summary update regarding a feasible location for a dog park. Motion to adopt to receive and file Dog Park at Centennial Park informational update. Councilmember Penaloza motioned to adopt, seconded by Councilmember Solorio. MOTION: Councilmember Penaloza VOTE: ki M:&S ABSTAIN ABSENT: SECOND: Councilmember Solorio Mayor Pulido, Councilmember Sarmiento, Councilmember Bacerra (7) None (0) None (0) None (0) Mayor Pro Tern Villegas, Penaloza, Councilmember Councilmember Solorio, Mendoza, Councilmember DRAFT CITY COUNCIL MINUTES 1 O t _6 OCTOBER 20, 2020 19D. RECEIVE AND FILE A STATUS REPORT REGARDING THE COMPREHENSIVE UPDATE TO THE GENERAL PLAN - Planning and Building Agency MOTION: Receive and file status of report regarding the comprehensive update to the General Plan Executive Director of Planning and Building Agency Minh Thai provided a brief update on the progress of the General Plan. Councilmember Penaloza requested the need for additional outreach as it relates to the environmental justice component. Additional comment provided by Councilmember Sarmiento after Item 25D, commended staff for engaging the public under a compressed time period and during the current conditions. Councilmember Sarmiento provided a brief comment to commend staff for engaging the public under a compressed time period and during the current conditions. However, expressed the importance of listening and receiving public input and asked staff to consider whether it is prudent to expedite the matter. BUDGETARY MATTERS APPROPRIATION ADJUSTMENTS 20A. APPROPRIATION ADJUSTMENT AND AGREEMENT ACCEPTING $52,049 IN CALIFORNIA DEPARTMENT OF JUSTICE SEXUAL ASSAULT EVIDENCE SUBMISSION GRANT FUNDS (NON -GENERAL FUND) - Police Department Approve an appropriation adjustment. (Requires five affirmative votes). APPROPRIATION ADJUSTMENT NO. 2021-037 - Accepting $52,049 total revenue over a two-year period in the Law Enforcement Grants revenue account and appropriate $28,627 for FY 20-21 in the Sexual Assault Evidence Grant account. 2. Authorize the City Manager and the Chief of Police to sign the California Department of Justice agreement, for the period of October 20, 2020 through June 30, 2022, in an amount not to exceed $52,049, subject to non - substantive changes approved by the City Manager and City Attorney (Agreement No. A-2020-XXX). This consent Item - Agreement No. 2020-199 was approved. DRAFT CITY COUNCIL MINUTES 1 U 6 _7 OCTOBER 20, 2020 SPECIFICATIONS - PURCHASE OF EQUIPMENT AND SERVICES 22A. APPROVE A CONTRACT AMENDMENT TO INCREASE THE AGGREGATE AMOUNT BY $400,000 ($200,000 ALLOCATED TO THE LIBRARY AND $200,000 ALLOCATED TO THE CORPORATE YARD) FOR OFFICE FURNITURE, INSTALLATION, AND RELATED SERVICES WITH THE ESTABLISHED CITY VENDORS TO BE FUNDED BY THE CANNABIS PUBLIC BENEFIT FUND AND ENTERPRISE FUNDS (SPECIFICATION NO. 19-114) (NON -GENERAL FUND) -Finance and Management Services Agency, Public Works Agency, and Library Services Department MOTION: Authorize the City Manager to execute a contract amendment to increase the aggregate amount by $400,000 ($200,000 allocated to the Library and $200,000 allocated to the Corporate Yard) for office furniture, installation, and related services with the established City vendors to be funded by the Cannabis Public Benefit Fund and Enterprise Funds, subject to non -substantive changes approved by the City Manager and City Attorney. 22B. AWARD BLANKET PURCHASE ORDER CONTRACTS TO VERNE'S PLUMBING, HORIZONS CONSTRUCTION CO., AND PRO -CRAFT CONSTRUCTION, INC. FOR PLUMBING CONTRACTOR SERVICES FOR UP TO A FIVE-YEAR TERM IN AN ANNUAL AGGREGATE AMOUNT NOT TO EXCEED $230,000 THE FIRST YEAR AND $205,000 ANNUALLY THEREAFTER (SPECIFICATION NO. 20-118 (GENERAL FUND AND NON - GENERAL FUND)- Finance and Management Services Agency, and Public Works Agency MOTION: Award blanket purchase order contracts for Citywide plumbing contractor services to Horizons Construction Co., Pro -Craft Construction, Inc. and Verne's Plumbing for a two-year period beginning October 1, 2020, and expiring September 30, 2022, with provisions for three one-year renewal options exercisable by the City Manager, in an annual aggregate amount of $230,000 for the first year and $205,000 annually for the remainder of the term, subject to non - substantive changes approved by the City Manager and City Attorney. 22C. AWARD BLANKET PURCHASE ORDER CONTRACTS FOR ELECTRICAL CONTRACTOR SERVICES TO ES -ELECTRIC, INTER -PACIFIC, INC., M. BREY ELECTRIC, INC., AND WILLIAMS & MAHER, INC. IN AN ANNUAL AGGREGATE AMOUNT NOT TO EXCEED $205,000 FOR UP TO A FIVE- YEAR TERM (SPECIFICATION NO. 20-117) (GENERAL FUND AND NON - GENERAL FUND) - Finance and Management Services Agency, and Public Works Agency MOTION: Award blanket purchase order contracts for citywide electrical contractor services to ES -Electric, Inter -Pacific, Inc., M. Brey Electric, Inc., and Williams & Maher, Inc. for a two-year period beginning October 1, 2020, and DRAFT CITY COUNCIL MINUTES 1 O t _8 OCTOBER 20, 2020 expiring September 30, 2022, with provisions for three one-year renewal options exercisable by the City Manager, in an annual aggregate amount of $205,000, subject to non -substantive changes approved by the City Manager and City Attorney. AGREEMENTS 25A. APPROVE AGREEMENT WITH IGOE ADMINISTRATIVE SERVICES FOR SECTION 125 PLAN ADMINISTRATION AND FLEXIBLE SPENDING ACCOUNT SERVICES (NON -GENERAL FUND) — Human Resources Department MOTION: Authorize the City Manager to execute an agreement with IGOE Administrative Services to provide Section 125 Plan Administration and Flexible Spending Account Services to employees effective January 1, 2021 with a yearly automatic renewal and a three year rate guarantee, subject to non -substantive changes approved by the City Manager and City Attorney (Agreement No. A- 2020-XXX). This consent Item - Agreement No. 2020-200 was approved. 25B. AGREEMENT WITH UNITED STATES MARSHALS SERVICE TO PROVIDE HOUSING FOR FEDERAL INMATES IN THE SANTA ANA JAIL (GENERAL FUND) - Police Department MOTION: Authorize the City Manager to execute an agreement (12-94-0006) with the United States Marshals Service for jail housing services at the per diem rate of $115 per inmate and a transportation hourly rate of $50 per hour, plus mileage reimbursed at the General Services Administration (GSA) Travel Regulation Mileage Rate, subject to non -substantive changes approved by the City Manager and City Attorney. (Agreement No. A-2020-XXX). This consent Item - Agreement No. 2020-201 was approved. 25C. APPROVE A MASTER SERVICES AGREEMENT WITH SIEMENS, INC. FOR CITY-WIDE SECURITY SYSTEM MAINTENANCE AND ENHANCEMENTS IN THE AMOUNT OF $2,182,870 (GENERAL FUND AND NON -GENERAL FUND) — Police Department and Public Works Agency MOTION: Approve a three-year agreement with Siemens, Inc. for video security system maintenance and system enhancements for the period of November 1, 2020 through October 31, 2023, with two one-year options for renewal, in an amount not to exceed $2,182,870, which includes a 10 percent contingency ($198,443), subject to non -substantive changes approved by the City Manager and City Attorney. (Agreement No. A-2020-XXX). DRAFT CITY COUNCIL MINUTES 1 O V -9 OCTOBER 20, 2020 This consent Item - Agreement No. 2020-202 was approved. 25D. APPROVAL OF AGREEMENTS WITH ARC DOCUMENT SOLUTIONS INC, URM TECHNOLOGIES, AND VIATRON SYSTEMS, INC. FOR SCANNING, DIGITIZING AND INDEXING SERVICES FOR A TOTAL NOT TO EXCEED $500,000 (GENERAL FUND) — Planning and Building Agency MOTION: Authorize the City Manager to execute agreements with ARC Document Solutions Inc., URM Technologies, and ViaTRON Systems, Inc., to provide scanning, digitizing, and indexing services for the Planning and Building Agency, Building Safety Division for a period of four years, from October 20, 2020 through October 19, 2024, with the option to renew for an additional two- year period, for a not -to -exceed amount of $500,000, subject to non -substantive changes approved by the City Manager and City Attorney. (Agreement Nos. A- 2020-XXX, A-2020-.XXX and A-2020-XXX) Motion to Approve to authorize the City Manager to execute agreements with ARC Document Solutions Inc., URM Technologies, and ViaTRON Systems, Inc., to provide scanning, digitizing, and indexing services for the Planning and Building Agency, Building Safety Division for a period of four years, from October 20, 2020 through October 19, 2024, with the option to renew for an additional two-year period, for a not -to -exceed amount of $500,000, subject to non - substantive changes approved by the City Manager and City Attorney. (Agreement No. A-2020-203-01, A-2020-203-02 and A-2020-201-03). Councilmember Penaloza motioned to approve, seconded by Councilmember Bacerra. MOTION: Councilmember SAD: Councilmember Bacerra Penaloza VOTE: AYES: Mayor Pulido, Mayor Pro Tern Villegas, Councilmember Penaloza, Councilmember Sarmiento, Councilmember Solorio, Councilmember Mendoza, Councilmember Bacerra (7) NOES: None (0) ABSTAIN: None (0) ABSENT: None (0) 25E. APPROVE THREE-YEAR AGREEMENT WITH ARAMARK CORRECTIONAL SERVICES, LLC. FOR INMATE FOOD SERVICES AND COMMISSARY IN THE AMOUNT OF $3,514,950 (GENERAL FUND) — Police Department DRAFT CITY COUNCIL MINUTES 1 O 6_ 1 O OCTOBER 20, 2020 MOTION: Authorize the City Manager to execute a three-year agreement with Aramark Correctional Services, LLC for inmate food services and commissary, for the period of October 20, 2020, through June 30, 2023, in the amount not to exceed $3,514,950, including a 7 percent contingency ($229,950), subject to non - substantive changes approved by the City Manager and City Attorney. (Agreement No. A-2020-XXX). This consent Item - Agreement No. 2020-204 was approved. 25F. APPROVE AGREEMENTS WITH TETRA TECH, INC., CWE, AND STANTEC CONSULTING SERVICES, INC. FOR ON -CALL STORMWATER PROJECT DESIGN SERVICES FOR UP TO A FIVE-YEAR TERM IN AN AGGREGATE AMOUNT NOT TO EXCEED $2,000,000 FOR THE TERM OF THE AGREEMENT (NON -GENERAL FUND) — Public Works Agency MOTION: Authorize the City Manager to execute agreements with Tetra Tech, Inc., CWE, and Stantec Consulting Services, Inc., to provide on -call stormwater project design services for a three-year term beginning October 20, 2020 and expiring October 19, 2023, with a two-year extension exercisable by the City Manager and City Attorney, for a total aggregate amount not to exceed $2,000,000 for the term of the agreement, subject to non -substantive changes approved by the City Manager and City Attorney. (Agreement Nos. A-2020-XXX, A-2020-XXX and A-2020-XXX ). This consent Item - Agreement No. 2020-205-01, 2020-205-02 and 2020-205-03 were approved. 25G. APPROVE AN AGREENfENT WIT H AERI'S TO PROVIDE ALCOHOL BEVERAGE CONCESSION SERVICES AT THE SANTA ANA ZOO (GENERAL FUND) — Parks, Recreation, and Community Services Agency MOTION: Authorize the City Manager to execute an agreement with Sunseri's to provide beer, wine, and spirits concession services at the Santa Ana Zoo, with the City to receive a 20 percent commission based on total sales before sales tax to be deposited into the General Fund, for a period from October 20, 2020 to December 31, 2025, with two, three-year renewal options, subject to non - substantive changes approved by the City Manager and City Attorney (Agreement No. A-2020-XXX). Motion to Approve to authorize the City Manager to execute an agreement with Sunseri's to provide beer, wine, and spirits concession services at the Santa Ana Zoo, with the City to receive a 20 percent commission based on total sales before sales tax to be deposited into the General Fund, for a period from October 20, 2020 to December 31, 2025, with two, three-year renewal options, subject to DRAFT CITY COUNCIL MINUTES 1 O 6_ 1 1 OCTOBER 20, 2020 non -substantive changes approved by the City Manager and City Attorney (Agreement No. A-2020-206). Councilmember Penaloza motioned to approve, seconded by Councilmember Sarmiento. MOTION VOTE: Councilmember Penaloza AYES: NOES: ABSTAIN ABSENT: SECOND: Councilmember Sarmiento Mayor Pulido, Councilmember Sarmiento, Councilmember Bacerra (7) Non( Non( Non( RESOLUTIONS - Consent *%bt, Mayor Pro Tern Villegas, Penaloza, Councilmember Councilmember Solorio, Mendoza, Councilmember 55A. RESOLUTION RESCINDING CITY COUNCIL RESOLUTION NO. 2019-099, UPHOLDING PLANNING COMMISSION'S ADOPTION OF RESOLUTION NOS. 2019-35, 2019-36, 2019-37; RESCINDING THE CITY'S CALIFORNIA ENVIRONMENTAL QUALITY ACT -RELATED FINDINGS; AND DECLARING NULL AND VOID PLANNING COMMISSION RESOLUTION NOS. 2019-35, 2019-36, AND 2019-37 PERTAINING TO THE PROPERTY LOCATED AT 301 AND 325 N. TUSTIN AVENUE — City Attorney's Office Continued from the September 15 and October 6, 2020 City Council Meetings. MOTION. Adopt resolution. Resolution No. 2020-XXX - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA RESCINDING CITY COUNCIL RESOLUTION NO. 2019-099, UPHOLDING PLANNING COMMISSION'S ADOPTION OF RESOLUTION NOS. 2019-35, 2019-36, 2019-37; RESCINDING THE CITY'S CALIFORNIA ENVIRONMENTAL QUALITY ACT -RELATED FINDINGS; AND DECLARING NULL AND VOID PLANNING COMMISSION'S RESOLUTION NOS. 2019-35, 2019-36, AND 2019-37 PERTAINING TO THE PROPERTY LOCATED AT 301 AND 325 N. TUSTIN AVENUE Clerk of the Council Daisy Gomez announced that Item 55A is moved to the next Council meeting at the request of staff. DRAFT CITY COUNCIL MINUTES 1 U6-12 OCTOBER 20, 2020 55B. ADOPT A RESOLUTION AMENDING AND RESTATING THE CITY'S MASTER PAY SCHEDULE IN CONFORMANCE WITH TITLE 2 OF THE CALIFORNIA CODE OF REGULATIONS SECTION 570.5 AND THE CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM (CALPERS) — Human Resources Department MOTION: Adopt resolution. Resolution No. 2020-XXX - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING AND RESTATING THE CITY'S MASTER SALARY SCHEDULE IN CONFORMANCE WITH TITLE 2 OF THE CALIFORNIA CODE OF REGULATIONS, SECTION 570.5 AND THE CALIFORNIA EMPLOYEES' RETIREMENT SYSTEM (CALPERS) This consent Item- Resolution No. 2020-079 was approved. **END OF CONSENT CALENDAR**, BUSINESS CALENDA PUBLIC HEARINGS 75A. PUBLIC HEARING - ENVIRONMENTAL REVIEW NO. 2019-85 FOR DENSITY BONUS AGREEMENT APPLICATION NO. 2020-01, SITE PLAN REVIEW NO. 2020-01, SITE PLAN REVIEW NO. 2020-02, AND DISPOSITION AND DEVELOPMENT AGREEMENT WITH CARIBOU INDUSTRIES FOR THE 3rd AND BROADWAY DEVELOPMENT AT 201 WEST 3rd STREET (PROPERTY OWNER: CITY OF SANTA ANA AND APPLICANT: MICHAEL HARRAH, CARIBOU INDUSTRIES, INC.) - Planning and Building Agency and Community Development Agency Legal Notice published in the Orange County Reporter on October 9, 2020 and mailers sent out on said date. MOTION: Adopt resolutions. Resolution No. 2020-XXX - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING AND ADOPTING AN ADDENDUM TO THE ENVIRONMENTAL IMPACT REPORT FOR THE TRANSIT ZONING CODE PROJECT (SCH NO. 2006071100) FOR SITE PLAN REVIEW NO. 2020-01, SITE PLAN REVIEW NO. 2020-02, DENSITY BONUS AGREEMENT NO. 2020-01 AND DISPOSITION AND DEVELOPMENT AGREEMENT AND ADOPTION OF A MITIGATION MONITORING AND REPORTING PROGRAM FOR THE THIRD AND BROADWAY MIXED -USE PROJECT LOCATED AT 201 WEST THIRD STREET DRAFT CITY COUNCIL MINUTES 1 O d_ 1 3 OCTOBER 20, 2020 2. Resolution No. 2020-XXX - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING DENSITY BONUS AGREEMENT NO. 2020-01, SITE PLAN REVIEW NO. 2020-01, AND SITE PLAN REVIEW NO. 2020-02 AS CONDITIONED FOR A NEW MIXED -USE AND HOTEL DEVELOPMENT LOCATED AT 201 WEST THIRD STREET 3. Resolution No. 2020-XXX - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING A DISPOSITION AND DEVELOPMENT AGREEMENT BETWEEN THE CITY OF SANTA ANA AND CARIBOU INDUSTRIES, INC. FOR THE PROPERTY GENERALLY LOCATED AT 201 WEST 3RD STREET, SANTA ANA, CALIFORNIA (APN 398-264-13) OR ALTERNATIVELY 4. Authorize the City Manager to execute a second amendment to the second Exclusive Negotiation Agreement (ENA) with Caribou Industries to extend the term for a 60-day period from November 6, 2020 to January 5, 2021 for the 3rd and Broadway development, subject to non -substantive changes approved by the City Manager and City Attorney Mayor Pulido opened the public hearing at 7:40 PM Councilmember Sarmiento out of an abundance of caution abstained due to a potential conflict of interest. City Manager Kristine Ridge stated based on the applicant's request, that staff is requesting that council delay considering project approvals and continue those to November 17, 2020 City Council meeting. Staff is recommending that council consider option number four to execute a second amendment. Clerk of the Council Daisy Gomez, during the Public Comments section before Consent Calendar consideration, reported out on eComments received including on Item 75A. In addition, the following speakers provided public comment on Item 75A: Tom Morrisey, Ward 6 Planning Commissioner, spoke regarding Item 75A, and noted that Caribou Industries has provided great opportunities for the community, but expressed concern with a lack of clear scale guidelines for Historic Districts. Erin Naderi of Palmieri, Hennessey and Leifer, LLP, spoke on behalf of the Coalition Against Santa Ana Irresponsible Development, noted that an objection letter and supporting documents was submitted for inclusion in the public hearing item 75A. Ernesto Medrano representative for the Los Angeles and Orange Counties Building and Construction Trades Council spoke in support of Item 75A. DRAFT CITY COUNCIL MINUTES 1 U6-1 4 OCTOBER 20, 2020 John Hannah representing the Southwest Regional Council of Carpenters spoke in support of Item 75A. Luis Andres Perez with LIA Local 582 Plumbers and Steamfitters spoke in support of Item 75A. Helena spoke in opposition of Item 75A and expressed concern with gentrification. Diane Fradkin spoke regarding Item 75A, expressed concern with the architecture of the building and height, asked for a review to ensure good standards for redevelopment in downtown are provided, and cautioned in moving forward with projects that are too dense or not in the parameters of the historic value for the city. Tim Rush spoke in support of Item 75A and provided history on the need of a parking structure to assist in increasing revenue. Danielle Wilson spoke and advised staff she will hold her public comments for the November 17, 2020 Council meeting. Motion to Approve as Amended - 1. Approve Recommended Action - 4, authorize the City Manager to execute a second amendment to the second Exclusive Negotiation Agreement (ENA) with Caribou Industries to extend the term for a 60-day period from November 6, 2020 to January 5, 2021 for the 3rd and Broadway development, subject to non -substantive changes approved by the City Manager and City Attorney (Agreement No 2020-207) 2. Continue Public Hearing item to the November 17, 2020 Council Meeting. Councilmember Penaloza motioned to approve as amended, seconded by Mayor Pro Tern Villegas. �1 19111 IC IL VOTE: Councilmember Penaloza AYES: ►N7=6 ABSTAIN ABSENT: SECOND: Mayor Pro Tern Villegas Mayor Pulido, Mayor Pro Tern Villegas, Councilmember Penaloza, Councilmember Solorio, Councilmember Mendoza, Councilmember Bacerra (6) None (0) Councilmember Sarmiento (1) None (0) DRAFT CITY COUNCIL MINUTES 1 O d_ 1 5 OCTOBER 20, 2020 75B. PUBLIC HEARING -ADOPT A RESOLUTION AUTHORIZING THE CITY TO JOIN STATEWIDE COMMUNITY INFRASTRUCTURE PROGRAM (SCIP) - Community Development Agency _Legal Notice published in the Orange County Reporter on October 9, 2020. MOTION: Adopt resolution. Resolution No. 2020-XXX- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING THE CITY TO JOIN THE STATEWIDE COMMUNITY INFRASTRUCTURE PROGRAM FOR COMMUNITY FACILITIES DISTRICTS; AUTHORIZING THE CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY TO ACCEPT APPLICATIONS FROM PROPERTY OWNERS, CONDUCT SPECIAL ASSESSMENT PROCEEDINGS AND LEVY ASSESSMENTS AND TO FORM COMMUNITY FACILITIES DISTRICTS WITHIN THE TERRITORY OF THE CITY OF SANTA ANA; EMBODYING A JOINT COMMUNITY FACILITIES AGREEMENT SETTING FORTH THE TERMS AND CONDITIONS OF COMMUNITY FACILITIES DISTRICT FINANCINGS; APPROVING FORM OF ACQUISITION AGREEMENT FOR USE WHEN APPLICABLE; AND AUTHORIZING RELATED ACTIONS Mayor Pulido opened the public hearing and seeing no speakers, closed the public hearing at 7:45 pm City Manager Kristine Ridge made a brief presentation. Motion to Adopt Resolution No. 2020-080 Entitled - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING THE CITY TO JOIN THE STATEWIDE COMMUNITY INFRASTRUCTURE PROGRAM FOR COMMUNITY FACILITIES DISTRICTS; AUTHORIZING THE CALIFORNIA STATEWIDE COMMUNITIES DEVELOPMENT AUTHORITY TO ACCEPT APPLICATIONS FROM PROPERTY OWNERS, CONDUCT SPECIAL ASSESSMENT PROCEEDINGS AND LEVY ASSESSMENTS AND TO FORM COMMUNITY FACILITIES DISTRICTS WITHIN THE TERRITORY OF THE CITY OF SANTA ANA; EMBODYING A JOINT COMMUNITY FACILITIES AGREEMENT SETTING FORTH THE TERMS AND CONDITIONS OF COMMUNITY FACILITIES DISTRICT FINANCINGS; APPROVING FORM OF ACQUISITION AGREEMENT FOR USE WHEN APPLICABLE; AND AUTHORIZING RELATED ACTIONS. Mayor Pro Tern Villegas motioned to adopt, seconded by Councilmember Mendoza. MOTION: Mayor Pro SECOND: Councilmember Mendoza Tern Villegas VOTE: AYES: Mayor Pulido, Mayor Pro Tern Villegas, Councilmember Penaloza, Councilmember Sarmiento, Councilmember Solorio, DRAFT CITY COUNCIL MINUTES 1 U 6_ 1 6 OCTOBER 20, 2020 Councilmember Mendoza, Councilmember Bacerra (7) NOES: None (0) ABSTAIN: None (0) ABSENT: None (0) 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. Only action available to City Council is to provide direction to City Manager. 85A. DISCUSS AND CONSIDER DIRECTING THE CITY MANAGER TO DIRECT STAFF TO PROVIDE AN UPDATE ON THE GANG HOMICIDE REWARD PROGRAM AND ANY OPEN CASES — Councilmember Solorio Councilmember Solorio requested City Manager in collaboration with the Police Department to provide to council an overall summary report of rewards offered within the last 5-10 years and the results to shed some light as to whether they need to grow the program. Clerk of the Council Daisy Gomez read out a statement provided by Eva Barrios. Councilmember Sarmiento thanked Chief Valentin and Deputy Chief Gominsky for the resources used and their help to solve the senseless act that took the life of Victoria Barrios. 85B. DISCUSS AND CONSIDER DIRECTING THE CITY MANAGER TO DIRECT STAFF TO PREPARE AN ORDINANCE PROHIBITING THE SALE AND REPAIR OF BICYCLES AND BICYCLE PARTS ON PUBLIC PROPERTY - Councilmember Bacerra Council supported with no objections and provided direction to City staff to move forward and bring back to council in 30 days an ordinance if possible. Councilmember Penaloza inquired about the City's past bike program and asked staff to provide history of the program to understand why it was stopped. Councilmember Solorio is supportive of item and noted that moving forward staff include enforcement and outreach plan in ordinances. Mayor Pro Tern Villegas asked staff to reach out to railroad representatives and work together to assist with enforcement. DRAFT CITY COUNCIL MINUTES 1 U6-17 OCTOBER 20, 2020 85C. DISCUSS AND CONSIDER DIRECTING THE CITY MANAGER TO BRING BACK A RESOLUTION DENOUNCING THE ATTACKS BY AZERBAIJAN AND TAKE A STAND ALONGSIDE THE ARMENIAN-AMERICAN COMMUNITY - Councilmember Penaloza Council supports with no objections and provided direction to City staff to prepare a proclamation type resolution and also bring back a formal resolution to the November 17, 2020 Council meeting. COMMENTS 90A. CITY MANAGER'S COMMENTS 44 City Manager Kristine Ridge provided a Police Oversight feedback update. Anticipates staff will return to council within 90 days with the additional research and survey findings. Secondly, provided an update on the Quality of Life Time that is targeting hotspots that involve organized narcotic activity and violent crimes against persons and homeless individuals across our city. 90B. CITY COUNCILMEMBER COMMENTS Councilmember Bacerra encouraged all to vote. k., Councilmember Mendoza encouraged public to visit COVID testing locations, wear masks, commended Chief Valentine's staff for the success in curbing street car racing, and suggested the naming of public places after some of our veterans. Councilmember Penaloza provided a Census 2020 response update, thanked staff for their assistance, encouraged community to use every precaution necessary to protect against COVID, and encouraged all to vote. Councilmember Sarmiento commended staff for all their work to encourage all to participate in the Census 2020, requested educational outreach showing how to properly fill out a ballot, wished all a Happy Halloween and Feliz Dia de Los Muertos, and encouraged all to vote. Councilmember Solorio thanked Councilmember Penaloza and staff for their work on Census 2020 and encouraged all to vote and visit Governor Newsom's website showing safe alternatives for a Happy Halloween. Mayor Pro Tern Villegas thanked volunteers for their hard work and dedication who assisted with the Willard beautification. Mayor Pulido thanked City Manager and staff for COVID-19 outreach and provided an update. DRAFT CITY COUNCIL MINUTES 1 U6-18 OCTOBER 20, 2020 ADJOURNMENT - The next regular meeting scheduled for November 3, 2020 has been canceled. The next meeting of the City Council will be held on Tuesday, November 17, 2020 at 5:00 p.m. for the Closed Session Meeting immediately followed by the Regular Open Business Meeting at 5:45 p.m. in the Council Chamber, 22 Civic Center Plaza, Santa Ana, California. Mayor Pulido adjourned the City Council meeting at 8:31 p.m. DRAFT CITY COUNCIL MINUTES 1 O 6_ 1 9 OCTOBER 20, 2020 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 17, 2020 TITLE: ADOPT RESOLUTION OF INTENT TO LEVY 2021 ASSESSMENT FOR DOWNTOWN SANTA ANA BUSINESS IMPROVEMENT DISTRICT /s/ Kristine CITY MANAGER CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2n' Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO 1�1��►U1�1:1q:7 RECOMMENDED ACTION 1. Approve the 2021 Assessment Report for the Downtown Santa Ana Business Improvement District (BID), which is administered by two organizations, the Santa Ana Business Council and Downtown Incorporated. 2. Adopt a resolution of intent to levy an annual business license tax assessment for the 2021 calendar year and establish a time and place for a public hearing to be held by the City Council on December 15, 2020 to hear and consider all protests. BACKGROUND On February 6, 1984, the City Council adopted Ordinance No. NS-1715 pursuant to state law, creating a Business Improvement District (BID) in Downtown Santa Ana. The BID was established as a means of providing the downtown business community with the funding to promote events and create promotional materials, increase the security presence, enhance maintenance of the downtown shopping corridors, and implement streetscape improvements to the area. The BID is funded through an additional charge on the business license tax for those businesses within the BID boundary. On October 6, 2003, the City Council appointed the Community Redevelopment and Housing Commission (CRHC) as the Downtown Santa Ana Business Improvement District Advisory Board. As the BID Advisory Board, the CRHC is responsible for making recommendations to the City Council on the expenditure of revenues derived from the levy of assessments, on the classification of businesses, as applicable, and on the method and basis of levying the assessments, including the annual budget. Unfortunately, due to the COVID-19 pandemic, the CRHC meetings have been temporarily canceled and will not resume until further notice. The BID information as presented in this staff report is consistent and in compliance with previous years. Staff will process the BID information for 2021 in the same manner as previous years with the exception of the CRHC meeting, which was cancelled due to COVID-19. 12A-1 Downtown Business Improvement District Intent to Levy Assessment for 2021 November 17, 2020 Page 2 DISCUSSION The 2021 Assessment Report contains the basis and method of levying the assessment, estimated activities and budgets from the two business associations, the Santa Ana Business Council and Downtown Inc., and a map of the BID boundaries (Exhibit 1). The Assessment Report presented for consideration and recommended for approval has been reviewed and was determined to meet state law requirements. After approval of the report, the next course of action is to conduct a public hearing where downtown merchants can vote in favor or against the BID renewal. The public hearing is scheduled for December 15, 2020. Terms The City Council activated the current BID on July 1, 2013. To administer the activities of the BID, the City executed operating agreements with Downtown Inc. and the Santa Ana Business Council in an effort to address the needs of the two business associations. These agreements contain provisions to ensure proper administration and distribution of funds such as the annual budget, financial record keeping, fund distribution, board composition, and meeting requirements. The Agreements are renewed automatically in one-year renewal terms, unless either party gives at least two months' notice of termination, or if the BID is not approved in any given year. If the BID is successfully renewed, each organization will receive approximately $100,000 (collected from the business license tax fee) per calendar year (January through December) and may carry over unspent funds into the next year. In FY 2019-20, the BID, through the efforts of Downtown Inc. and the Santa Ana Business Council, accomplished several successful events and promotions that drew thousands of visitors to Downtown Santa Ana. These events and promotions included the following: First Saturday Artwalk, re -instated free Trolley rides, Savor Santa Ana, Boca De Oro Literary Festival, activation of the Promenades, Estrella TV promotion, monthly Santa Ana Sidewalk Sales, and the weekly Downtown Santa Ana newsletter. Both organizations also maintain social media accounts with over 35,000 active followers. FISCAL IMPACT There is no direct fiscal impact associated with this action. The City collects the BID revenue from businesses within the BID boundary and distributes funding to each organization, in accordance with approved operating agreements. Revenues will be deposited equally in the BID Trust and Agency Fund and distributions to each organization will be made from the same accounts as follows: Fiscal Year Accounting Unit- Fund Description Accounting Unit, Estimated Account Account Description Amount FY 20-21 09301001-24036 Business Improvement Trust & Agency, $50,000 (Jan. — June) District Downtown Inc. FY 20-21 09301001-24043 Business Improvement Trust & Agency, Santa $50,000 (Jan. — June) District Ana Business Council FY 21-22 09301001-24036 Business Improvement Trust & Agency, $50,000 Jul —Dec. District Downtown Inc. FY 21-22 09301001-24043 Business Improvement Trust & Agency, Santa $50,000 (July —Dec.) District Ana Business Council Total Amount $200,000 12A-2 Downtown Business Improvement District Intent to Levy Assessment for 2021 November 17, 2020 Page 3 Fiscal Impact Verified By: Kathryn Downs, CPA, Executive Director— Finance and Management Services Agency Submitted By: Steven A. Mendoza, Executive Director — Community Development Agency Exhibits: 1. 2020 Assessment Report a) Attachment A - Business Improvement District Boundary b) Attachment B - 2020 Annual Assessment Formula c) Attachment C - Proposed Budget Summary 2. Resolution 12A-3 Imo:/:II:31iil DOWNTOWN SANTA ANA BUSINESS IMPROVEMENT DISTRICT 2021 ASSESSMENT REPORT Background On February 6, 1984, the City Council adopted Ordinance No. NS-1715 pursuant to Section 36500, et seq., of the 1979 State of California Streets and Highways Code, creating a Business Improvement District (BID) in Downtown Santa Ana. On October 6, 2003, the City Council appointed the Community Redevelopment and Housing Commission (CRHC) as the Downtown Santa Ana Business Improvement District Advisory Board. As the BID Advisory Board, the CRHC is responsible for making recommendations to the City Council on the expenditure of revenues derived from the levy of assessments, on the classification of businesses, as applicable, and on the method and basis of levying the assessments (including the annual budget). The BID was established as a means of providing the Downtown business community with the funding to promote the Downtown through events and advertising pieces; funding to increase security and enhance the overall aesthetics of the area; and also to maintain the downtown shopping corridors. Improvement Area Boundaries The geographic boundaries of the district remain unchanged from the original 1984 area, and they include over 500 retail, service, and professional members (see Exhibit 2). Assessment Formula The formula for the BID tax levy also remains unchanged from the original 1984 ordinance and is based on the category and/or sales volumes of the business (see Attachment A). 413141-Wrg0M1:JFTP Based on the feedback from the two Associations, Downtown Inc. and the Santa Ana Business Council, the 2021 BID Budget focuses on the continuation of promotions and marketing of the BID. Some of the promotion and marketing will be focused on Downtown events and advertising pieces, which are all designed to enhance the overall aesthetics of the area and also to maintain the downtown shopping corridors. Detailed breakdowns of the two groups' budgets are attached (Attachment B). The assessments from the 2021 BID are estimated at $200,000 to be split evenly by Downtown Inc. and the Santa Ana Business Council —the two business groups that have spearheaded this BID process. Any remaining funds from the previous year will be incorporated into a reserve fund for the groups' 2021 budgets. This reserve funding may be used for additional events and promotions throughout the year. In 2021, the two representative business associations are proposing to host several virtual events, some special events (pending COVID-19 regulations for special events), promotion of outdoor dining and retail sales, and general promotion and marketing of the Downtown, as well as some traditional annual events that will be safe for community members to attend, including: ANNUAL EVENTS • Boca de Oro (COVID Modified Mixed Event/Digital & Outdoor Screening Event) • Fashion Show (COVID Modified Digital Event) • Katrina Contest (COVID Modified Outdoor Event) • Soundwave Festival (COVID Modified Digital Event) • Plaza Navidenas (COVID Modified /Santa Ana P&R) • Tree Lighting Ceremony (COVID Modified / Santa Ana P&R) • Halloween Characters/ Trolley Engagement (COVID Modified) • Black Friday & Small Business Saturday (DTI & SABC Digital Modified Event) • Business Luncheon (DTI & SABC Digital Event In Progress) 12A-4 • Easter Festival (SABC) EXHIBIT 1 • Savor (DTI & SABC) • Blade Cup (East End) • Block Party (East End) • Viva La Vida • Elder Adults Festival (Senior Center) • Dia del Nino (El Centro Cultural de Mexico/ Sponsored SABC) BI QUARTERLY EVENTS • Patches & Pins Retail Sales Outdoors (COVID Modified 4m Street Market/ Blue Lot) • Patchwork Festival (COVID Suspended) • The Coop (Clayton @ Slushcult, Second Street Promenade) MONTHLY EVENTS • Artwalk (Callejon de Beso -Weekend Paint Parties in the Alley) (COVID Modified) • Artwalk (1st Saturdays, Arts Forward —Highlighting SAUSD Arts) (COVID Modified) • Artwalk (211 Saturdays, The Hot Hour — Maria the Hot Tortilla Presents (COVID Modified) • Artwalk (3'd Saturday, Open Stage — Briana Harley Presents Santa Ana Artists (COVID Modified) • Gente Market (2x Per Month at the Blue Lot) Social Distance Friendly Event • Witch walk (3'd Saturdays, Digital Event) (COVID Modified) • Amigas Social Club (Business Mixer/Workshops, Alta Baja Market) (COVID Modified) • Kid Friendly Cities (Mommies Unidos/ Amigas Social Club Workgroup — Kid Mayor) • Drive -In Movies (Frida Cinema House) (COVID Modified Events) • Alternative Bazaar (COVID Modified Events) BI-MONTHLY • Restaurant Association Meetings (Planning for Bridal Event- Possibly COVID Modified) • Bridal Association Meetings (Suspended due to COVID) • Side Walk Sales (SABC) (11t and 3'd Weekend of the Month, SABC Permit Suspended COVID) WEEKLY EVENTS • Loteria Mexicana/ Spurgeon Paseo (Every Sunday,SABC) (Creating Modified Digital Contest) • Clowns & Face Painting (SABC) (Suspended due to COVID) • Santa Ana Sundays Series (SABC) (Suspended due to COVID) • Discount Wednesday (Every Wednesday, SABC) (Radio Campaign Ended) • Music at the Market (Every Tuesday, DTI/SABC) • Elite Fitness Free Yoga (2"d Street Promenade, DTI) Social Distance Friendly Event ONE TIME EVENTS • Turkey Give Away with La Ranchera 99 (Still In Progress) Other programming for the associations will include ongoing social media marketing, funding for the Downtown Restaurant Association, Bridal Association, Art Association, Professional Internship Programs, downtown stakeholder meetings, holiday promotions, website development and maintenance, and ongoing support for small businesses. 12A-5 EXHIBIT 1- ATTACHMENT A BUSINESS IMPROVEMENT DISTRICT BOUNDARY CHIC CENTER DR. EIGHTH ST. a a saNra Wren RLVD, ❑ awE rac c EIR❑1:1 El"' o ❑ _ FIFTH ST. SAWA ANA RLVD R ❑ ❑ ❑ ❑�❑ ❑ 1 FOURTH ST. J7--1 Cl El 1:1 L THIRD ST. 131:1 F—I 1:1 SECOND ST. � fJ o❑�❑E❑�❑ fIRSi^Si. II iL f Santa Ana Business Improvement District O 311DOMMarles 12A-6 EXHIBIT 1 —ATTACHMENT B 2021 ANNUAL ASSESSMENT FORMULA The following businesses located within the boundaries of the Business Improvement District (BID), classified under City Ordinance NS 1690 as Amusement Services, Pawnbrokers, Service Station and Classification A, including, but not limited to Retail Sale of Goods, Hotel and Motels, Theaters and Food Establishments, shall pay an amount equal to one and one-half times their annual business license fee. Businesses classified as Commercial Rental Property, Rental Property, Residential and Rooming House shall pay an amount equal to one -quarter times their annual business license fee. All other businesses, including Professions, Trades and Services within the boundaries of the proposed Business District, shall pay an amount equal to their annual business license fee. Once the assessment formula is established, it cannot be changed without written notice to all businesses within the boundaries of the proposed Business Improvement District and a public hearing held by the City of Santa Ana. 12A-7 EXHIBIT 1 -ATTACHMENT C DOWNTOWN BUSINESS IMPROVEMENT DISTRICT (BID) 1 of 2 Budgets Downtown Inc. BID Funds 2421 January 1. 2021-December 31, 2021 Categories Projected Ex -eases BUDGE[ Contractors BuVneSs C-onsulfant - 5mol ar Corp SSI,'S111t Adlminiafrntiwc Staff Insurance ubw Tec hnology $3,m Guugle Appa, Cxrruba, Afutsc, Cu lr, Nripru�l Animoto, Malchimp, Dropbox, "int Rogrstry kk.mhFmhip 1M1fcAk ..Iran try3ext,. PRIn BAnnnoP Snft Office Supplies $1,554 FilmlMedia Equipment, Duplication, Mau, Shipping Web-osiinq/WeeblyfGododdyjActiwe Domain Communication Stock Photog,aohy/Designs S1$4 Weekly Newsletter $2,-5�p Graphic Design $1,544 I?1atosroMs $1,254 Wmjl uyruphy $S,UUU hleetngs/Stakeholder Groups $a,105 %u m#Ctacxdki lion fvlec lirkp, Buu n1 Mlga, Rc:taurant Assoc, ArFiut Rlacrs, Rc idcnt A&Kcn Annurl I Lmr_h and An"irg AAtp.. Cltx[mnrh. Cm in Input GatherinplReport Gluts hAorkefn Promotions Events COVID Safe Equipment $1,754 Hufjduy Evenh j1,y Savor Santa Ana Snntn Ann Ad,edin Summit 51,25¢ IYU51c atthe Market S2.544 Branded Materials $:544 Free Yoga/Promenade Activities 51,644 District nners &Signage $1,254 Boca de Oro $1,2SU Downtown Thmads Training $Lsm CDAJI DA, f Iacemala ng, Othcr Online Fraf essional S ery ice s MarkcforJPmmoter $750 Social Media Caardinatc U,4w MU51C Coordinator $7sa Dues 8 Subscriptions $1,310 Santa Ana Chamtrer of Commerce, IDA, Associations Auditsl Financial Repads S4,250 Ac counta nt, Tax Returns, Other lWsc. Expenses Suppf es. Rel d Expense5, Stamps, Contingencies, Morintenance $1,37b Total $100,000 12A-8 EXHIBIT 1 -ATTACHMENT C DOWNTOWN BUSINESS IMPROVEMENT DISTRICT (BID) 2 of 2 Budgets Santa Ana Business Council BID Fund 2021 January 1, 2021 - December 31, 2021 Contractors $ BUDGET 59.000,00 Diamond Heart Enterprises $ 48,Da0.00 ThemNiand Entertainment $ 11,DOO.DD Insurance $ 4.500,00 insurance $ 4,D00.DD Fees & Taxes $ 500.DD Office Administration $ 1,000.00 Web Domain & Hosting $ 400.Da Office Supplies $ 600.DD Events & Marketing $ 11.200 00 Baca de Ora $ 6,500.DD Meetings $ 1,DOO.DD Downtown Threads $ 1,DO0.D0 Savor Santa Ana $ 2,700.DD General Sponsorship $ 10,000.00 Dia de Las Muertes (E Centro) $ 6,DOO.DD Tamalado Festival $ 2,DOO.Da Older Folks Fair (Birch Park) $ 2,DOO.DO Training & Educational Development $ 2,000.00 Fundraising Essentials $ 1,500.DD Fundraising Consulting $ 500.DD Dues & Subscriptions $ 1,200.00 International Downtown Assn $ 700.D0 One OC $ 300.Da Arts OC $ 200.DD ud'its & Financial Reports $ 9,600.00 Audit $ S,DOO.DO Income Tax Retum $ 2,200.Da Bookkeeping $ 1400.Da Miscellaneous Expenditures $ 1,500.00 Total Reimbursements $ 100,000.00 12A-9 iW:cu:3111IIlIIIN RESOLUTION NO. 2020- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA DECLARING ITS INTENTION TO LEVY AN ASSESSMENT FOR THE DOWNTOWN SANTA ANA BUSINESS IMPROVEMENT DISTRICT FOR THE YEAR 2021 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. By Ordinance No. NS-1715, adopted February 6, 1984, the City Council of the City of Santa Ana established the Downtown Santa Ana Business Improvement Area pursuant to sections 36500 et seq. of the California Streets and Highways Code; and B. As provided in Ordinance No. NS-1715, the City Council is authorized to levy an assessment in the following amounts for the improvements and activities of the Downtown Santa Ana Business Improvement Area: (a) For amusement services, pawnbrokers, service stations, retail sales of goods, hotels, motels, theaters, food establishments: an assessment in an amount equal to one and one-half (1.5) the annual business license fee. (b) For commercial and residential rental property: an assessment in an amount equal to one-fourth (0.25) the annual business license fee. (c) For all other businesses: an assessment in an amount equal to the annual business fee. Section 2. The improvements and activities for which the assessment revenues may be used in the Downtown Santa Ana Business Improvement District pursuant to Ordinance No. NS-1715 are as follows: (a) Decoration of any public place. (b) Promotion of public events. (c) Furnishing of music in any public place. Resolution No. 2020-XXX Page 1 of 3 12A-10 (d) The general promotion of business activities. Section 3. The Downtown Santa Ana Business Improvement District is located as shown on Attachment A to the Assessment Report, attached hereto as Exhibit 1 and incorporated herein by reference. Section 4. The Assessment Report is also on file with the Clerk of the Council to which reference may be made for a full and detailed description of the improvements and activities to be provided for the year 2021, the boundaries of the area, and the proposed assessments to be levied upon the businesses within the area for the year 2021. Section 5. A public hearing shall be held by the City Council at the City Council Chambers, 22 Civic Center Plaza, Santa Ana, California at its regular meeting of December 15, 2020, at 5:45 p.m., or as soon thereafter as the matter may be heard, for the purpose of determining whether to impose the above said assessment for the year 2021 for the improvements and activities described in the report. Section 6. At the public hearing, written and oral protests may be made in accordance with sections 36524 and 36525 of the California Streets and Highways Code. A protest may be made orally or in writing by any interested person. Any protest pertaining to the regularity or sufficiency of the proceedings shall be in writing and shall clearly set forth the irregularity or defect to which the objection is made. Every written protest shall be filed with the Clerk of the Council at or before the time fixed for the public hearing. Each written protest shall contain a description of the business in which the person subscribing the protest is interested sufficient to identify the business and, if a person subscribing is not shown on the official records of the city as the owner of the business, the protest shall contain or be accompanied by written evidence that the person subscribing is the owner of the business. A written protest which does not comply with this section shall not be counted in determining a majority protest. Section 7. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. Resolution No. 2020-XXX Page 2 of 3 12A-11 A:cu:1111110 ADOPTED this day of APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney r! / By: J r Ryan O. Hodge Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers K1114ia Miguel A. Pulido Mayor CERTIFICATE OF ATTESTATION AND ORIGINALITY I, DAISY GOMEZ, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2020-XXX to be the original resolution adopted by the City Council of the City of Santa Ana on Date: Clerk of the Council City of Santa Ana Resolution No. 2020-XXX Page 3 of 3 12A-12 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 17, 2020 CLERK OF COUNCIL USE ONLY: TITLE: APPROVED ❑ As Recommended RECEIVE AND FILE QUARTERLY REPORT El Amended ❑ Ordinance on Reading OF INVESTMENTS AS OF SEPTEMBER 30, ❑ 2n Ordinance on d Reading 2020 ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO /s/ Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION Receive and file. DISCUSSION California Code Section 53646 (b) states that if a quarterly report is rendered to the legislative body, the quarterly investment report shall be submitted within 30 days following the end of the quarter covered by the report. In an effort to meet the statutory requirement, the Finance and Management Services Agency submits the Report via email for review and distribution to the City Council in advance. The report was emailed for distribution on October 26, 2020. The legislation specifies that this quarterly report contain the seven major elements listed below: 1. Type of investments 2. Date of maturity 3. Par and dollar amounts invested in each security 4. Weighted average maturity of the investments 5. Market value as of the date of the report 6. Source of the market value information 7. Any funds, investments or programs, including loans, under the management of contracted parties. These specifications include a statement outlining the ability of the City to meet the budgeted expenditures for the subsequent six months be submitted to the City Council on a quarterly basis. Staff performs an end -of -month expenditure analysis to comply with the expenditure requirement and a statement confirming the ability to meet this requirement in the monthly and quarter -ending Treasurer's Report. The information is in compliance with State law and the City's Investment Policy. The attached Treasurer's Report (Exhibit 1) accurately reflects all pooled investments held on behalf of the City as of September 30, 2020. 19C-1 Quarterly Report of Investments November 17, 2020 Page 2 The following two tables represent: (1) percentage limits set by the City's Investment Policy and State Law and shows respective City investment portfolio investment types, amounts, and percentages; and (2) the restricted cash balance as of September 30, 2020. COSA Type of Investment Amounts Portfolio Policy State Law Invested $ /o Limits Limits /o Certificate of Deposit (CD) $1,240,000.00 0.42% 30% 30% Federal Farm Credit Bank (FFCB) $27,711,710.25 9.31% None None Federal Home Loan Bank (FHLB) $31,152,608.33 10.47% None None Federal Home Loan Mortgage Corp. $79 291,250.00 26.64% None None FHLMC Federal National Mortgage $70,201,540.00 23.59% None None Association FNMA Local Agency Investment Fund $74,621,678.92 25.07% None None LAI F CARES Local Agency Investment $13,417,104.00 ° 4.51/o Fund LAIF Sub- Total $297,635,891.50 100% None None Cash $21,069,174.36 Total $318,705,065.86 Restricted Cash In $ Restricted Cash t, 1 $120,640.97 Total 1 $120, 640.97 t Restricted cash is held by a Trustee, Bank of New York Mellon, and is segregated from cash used for daily operations. (exp.: Bond reserve funds) The following City investment portfolio graph represents percentages within the respective investment types as of September 30, 2020. 19C-2 Quarterly Report of Investments November 17, 2020 Page 3 City of Santa Ana Investment Portfolio Asset Allocation Septemlaer 3C6?020 LAIF(CARE5)4.51% •42 / �9,31% FHUB \ i LAIF � `10.470.47% 25.07% FHLMC FNMA 26.64% 23.59% ! Certificate of Deposit Federal Farm Credit Bank (FFCB) Federal Home Loan Bank (FHLB) Federal Home Loan Mortgage Corp. (FHLMC) The following two tables represent, as of September 30, 2020: (1) the aggregate Average Market Yield To Date (AMTD); and (2) the breakdown of by investment type. Aggregate Average Market Yield To Date Average Month To Date (AMTD) 1.098% Investments Par Value of Investments YTM % of Portfolio Certificate of Deposits $1,240,000.00 1.630% 0.42% 0.007% LAIF $74,621,678.92 0.685% 25.07% 0.172% LAIF CARES $13,417,104.00 0.685% 4.51% 0.031% Federal Agency Securities $208,357,108.58 1.269% 70.00% 0.888% $297,635,891.50 1.098% 100.00% 1.098% FISCAL IMPACT There is no fiscal impact associated with this action. Submitted By: Kathryn Downs, CPA, Executive Director - Finance and Management Services Agency Exhibit: 1. 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N V (C m On m N m m 0 M � umi f0 N O O V V O ro d ai m o o r m N n o m m o Ll m m �n n n o M of ro N' u2 ri r ri m W N P N V m w E' N M R N R N Q CDU N N Y R Q M N n O m m (O O m m A n n N O (a Cl)N O R R Y L d m W N� N V m fN0 Oai N f0 m 0 o O m .o Y q a/�. �y e a s s � n 0 0 v v OI U o O 0 n 0 j q Q 00 V O_ N N � a b M v w w w w U N N N N U U U U r r v a u m `w Q Q Q Q U U U W c w E °i °' °' ¢ m O O O O a a a a a a a N - v > a c c x � � U Cyv y m M N N N O N C M m m tmp .- m u0i N M M m o n m w N W F n J OU O¢ W Y o C g Oc N a z W W= a NWwa<w 19C-7 'm 0 Ox U U � (7 m 2 U O u � O !! � ® .� § z)� in o LU - =�mI Oat® �|{{ §) @ £ {» \ ) [f cE ti a N ] N 19C-9 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 17, 2020 TITLE: RECEIVE AND FILE QUARTERLY REPORT OF CONTRACTS COVID-19 AND NOW COVID-19-RELATED UP TO $50,000 FOR NON-PUBLIC WORKS AND UP TO $250,000 FOR PUBLIC WORKS AUTHORIZED BY THE CITY MANAGER AS PERMITTED BY CHARTER SECTION 421 CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1 s' Reading ❑ Ordinance on 2od Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO /s/ Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION Receive and file Quarterly Report of Contracts (COVID-19 and NON COVID-19) entered into between July 1, 2020 to September 30, 2020, valued at up to $50,000 for non-public works contracts and agreements, and up to $250,000 for public works contracts and agreements. DISCUSSION Section 421 of the Charter requires the City Manager to submit a Quarterly Report (Report) to the City Council disclosing all contracts approved and executed under her authority for informational purposes. The report is required to include the names of the contractors and the amounts of each contract along with a brief description. Section 2-748 provides the City Manager contracting authority to enter into non-public works contracts and agreements up to $50,000, and public works contracts and agreements up to $250,000. Exhibit 1 is a listing of all blanket order contracts, purchase orders, and agreements (COVID-19 and non-COVID-19 related) entered into during the period July 1, 2020 to September 30, 2020, valued at amounts between $500 and $50,000 for non-public works and up to $250,000 for public works contracts and agreements. FISCAL IMPACT There is no fiscal impact associated with this action. Submitted By: Kathryn Downs, CPA, Executive Director — Finance and Management Services Agency Exhibit 1. 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N M It t0 r m m O. N M V 0 m r m m Z M M m m m M m m a a a a a a a a 19 D urn n n n n n n n o 0 0 0 0 0 0 0 0 0 m E E H M CO tp Ol It f\ M V1 0 0 O N N I� m m N N 0 O V tp c-1 �o 't 0 In a I� oM0NM o od I� N M o Manm�o m Y tp tp 1p M e-1 V1 .-1 tp tp M m tp C M tl1 N V1 tl1 tp c-1 N rl c-I tll O Y } t0 N LL Y I� rri o o ca �o ai vi vi ri � � rri C m o m � N m m M o L6 F t M. O. w W mmw w M VI N VI VI tp .-I N L c-I c-I tll Y F N N V K _ Q O! d u w '-'Q Q U C m V O u W C U1 d EO cj w mwr E-O 3 N 0 V O O O ab° O C C O m U L ry UI f0 o E `o ra w> E w Y c J Q (u V U U V ii x= J iz O O y N Z " " 19D-10 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 17, 2020 TITLE: RECEIVE AND FILE FISCAL YEAR 2020-2021— FIRST QUARTER UPDATE /s/ Kristine CITY MANAGER CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1sl Reading ❑ Ordinance on 2od Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER RECOMMENDED ACTION Receive and file Fiscal Year 2020-2021 First Quarter Update (Exhibit 1). DISCUSSION The purpose of this report is to provide an early look at fiscal year activity. The fiscal year begins in July and ends in June. Many revenues are received two months after the period of activity. Therefore, when analyzing the books as of September 30,2020, it is normal to see low revenue received to date. Expenditures to date will be closer to one -quarter of the annual budget, as 60% of the budget is related to employee compensation paid twice monthly. The update focuses on the General Fund, as it is the primary operating fund of the City. However, this year's first quarter update includes restricted federal CARES (Coronavirus Aid, Relief, and Economic Security) Act spending, due to its importance to current City operations and an update on the Parking Enterprise, which has been impacted by the pandemic. Finally, staff has included the full-time funded position vacancy report as of September 30, 2020. General Fund Revenues for FY 2020-2021 Sales Tax (Bradley Burns and Measure X): Sales tax allocations are received monthly. Within each quarter, there are two advance payments based on the state's estimates and one true -up payment based on actual sales tax performance. As of September 30, only one monthly advance payment had been received for both Bradley Burns and Measure X. The latest "conservative" estimate from the City's sales tax consultant indicates Bradley Burns revenue may exceed the original estimate by $0.9 million, and Measure X revenue may exceed the original estimate by $1.3 million. Staff will continue to monitor the revenue, including actual first quarter results to be received in late November, and may propose an adjustment to Sales Tax estimates at mid -year. Property Tax, Property Tax in lieu of VLF, and Residual Property Tax: Approximately two- thirds of Property Tax (the City's 17% share of the base 1 % levy) is collected during the months of December and April. The entire allocation of Property Tax in lieu of VLF is received in two equal 19E-1 Receive and file Fiscal Year 2020-2021 General Fund First Quarter Update November 17, 2020 Page 2 installments in January and May. Residual Property Tax is allocated to the City from the Redevelopment Property Tax Trust Fund after all obligations of the former Redevelopment Agency are settled, and payments are typically received in December and May. Therefore, an update on the Property Tax revenue will be provided in the Mid -Year Report scheduled for February 2021. Hotel Visitors' Tax (HVT): Due to the pandemic, it is no surprise HVT collections have decreased significantly. Only $0.8 million or 13.5% of the annual estimate was collected for the first quarter. Once we have second quarter results, we may reduce our revenue estimate at mid -year. Future HVT revenue will increase after the pandemic, and after several hotels in development open for business. Business License Tax (BLT): The BLT revenue is on track to meet the $9.2 million annual estimate. An additional BLT Collector was added to staff, and our revenue division has been able to proactively improve collections, including making payment arrangements with small businesses suffering during the pandemic. Peak business license periods occur in the third and fourth quarters of the fiscal year, when approximate 80% of the annual BLT is collected. Utility Users Tax (UUT): The UUT is a 5.5% tax on the following utilities: electric, gas, water, and telecommunications. Currently, the electric, gas, and water utilities are trending slightly above or below last year's first quarter results. However, the telecommunications utility users' tax is nearly $0.1 million less than last year. This appears to be primarily due to service providers readjusting downwards their apportionment of taxable to nontaxable sales of the telecommunications services. The City has issued a Request for Proposal (RFP) for UUT revenue auditing. Initial UUT revenue for FY20-21 is tracking similar to FY19-20, yet we expected an increase due to residents spending more time at home. Staff will pursue the audits and continue to monitor activity, and we may decrease the revenue estimate at mid -year. Cannabis Tax Revenues: Adult -Use Retail Cannabis revenues are projected to meet budget and the current amount of $2.7 million represents two months of receipts of all cannabis revenues. There are 27 Adult -Use Retailers, 19 Medical Cannabis Dispensaries and 13 Cannabis Distributors licenses. The growth of the Adult -use retail sector continues to impact Medical Cannabis revenue which has been gradually declining and therefore projections for fiscal year 2020-2021 have been adjusted. Jail Revenue: Jail revenue represents only one month's receipts of $1.2 million. An additional $1.3 million for August and $1.2 million for September has been billed and is expected to be received during the second quarter. Additionally, this revenue is continually being monitored throughout the year due to flucturations in the average daily population (ADP) from month to month. Permits and Plan Check: Current permit and plan check revenues total $0.9 million. While plan check revenues are similar to last year, permit revenues are $0.2 million less than last year. Staff will continue to monitor the development activity and the related revenues and provide updates during the mid -year report. Paramedic Service Charges: The City charges for paramedic services such as basic/advanced life support and transport services provided to the public. The billing for these services is managed 19E-2 Receive and file Fiscal Year 2020-2021 General Fund First Quarter Update November 17, 2020 Page 3 by a third -party consultant to recoup the cost of these services and revnues are remitted to the City. Revenues for the first quarter are $1.3 million and is $0.6 million less than the prior year. This decrease may be attributable, in part, to less service calls during the currnet pandemic. Parking Fines: On March 15, 2020, the City had temporarily suspended the enforcement of the parking fines related to street sweeping during the pandemic. The enforcement of these fines resumed on June 1, 2020 and continue into fiscal year 2020-2021. Parking Fines revenue for the first quarter is $1.0 million and exceeds the prior year's first quarter revenue of $0.9 million General Fund Expenditures for FY 2020-2021 Overall, General Fund expenditures are at 24.2% of budget. With one exception, each department is within the expected range of spending for the first quarter. It should be noted the first quarter activity includes four monthly payments for fire services, as the City pays one month in advance. There are some costs of City Council directed litigation that were not budgeted, which is driving higher than expected spending in the City Attorney's Office. Staff will likely propose a budget increase during the mid -year update. Federal CARES Act Spending The City received $28.6 million from the state and $2.9 million from the County. A small portion of the allocation ($0.7 million) was spent in FY19-20, and the City is on track to spend the remaining $31.8 milllion by December 30, as required by federal guidelines. The spending plan includes assistance for residents and businesses, outreach, testing, sanitization, protective supplies, and equipment for City facilities. To date, $22.1 million has been committed through expenditure, purchase order, or contracts. Highlights include the following: Funding for assistance programs related to families and businesses which include the following: o Utilities Assistance o Small Business Assistance o Childcare assistance o Rental assistance program for both landlords and tenants Utilize COVID-19 funding to offset increases in City administrative costs such workers compensation, unemployment, and telework capabilities. Sanitization of Parks (facilities & equipment), the Downtown (near homeless/businesses, etc.), and Right -of -Way which are the most affected areas related to COVID-19. Service is performed on a weekly basis through December 30, 2020. Constructed upgrades to the City's Emergency Operations Center (EOC). Provided Staff various forms of Personal Protective Equipment (PPE), signage, and shields to mitigate COVID-19. Assisted the homeless population with barriers, trailers, and rentals to assist in mitigating the spread of COVID-19. 19E-3 Receive and file Fiscal Year 2020-2021 General Fund First Quarter Update November 17, 2020 Page 4 Conducted extensive outreach efforts to notify the community of the various programs and services offered through the CARES Act State Spending plan, which includes but is not limited to the following: • Door-to-door visits in impacted communities targeting neighborhoods where the majority of COVID-19 positive tests are occurring: including providing PPE kits (masks, sanitizer, etc.) and marketing material of various assistance program(s). To date, the City has reached a majority of its impacted population. • Developed a Santa Ana CARES team mobile unit as part of its community engagement efforts providing quick/local access to testing, PPE kits, COVID-19 prevention efforts, and material advising of assistance programs. To date staff has reached a majority of its population and is scheduled to mobilize the CARES team through the end of November 2020. • Developed a "Community Mask" contest to increase awareness of face mask usage and its role in mitigating the spread of COVID-19. • Contracted with a third -party to offer a "tri-lingual' nurse hotline, fielding approximately three -hundred (300) monthly calls from residents, to provide nursing assistance. • City has assisted its most vulnerable population with facilitating quarantine housing, through a partnership with local hotels. Parking Enterprise Due to the pandemic, preliminary parking revenues for fiscal year 2019-2020 of $3.4 million were noticeably lower than budgeted. Similiarily, expenditures of $5.4 million were less than budget which in combination with the revenue results in a preliminary loss of $2 million. An update will be provided during the Mid -Year Report in February, and a budget amendment may be necessary. Full -Time Employee Position Vacancy Report The FY 2020-21 budget included funding for 1,224 positions. On September 15, 2020, the City Council approved an additional 10 Police Officer positions, partially funded by a temporary COPS grant. As of September 30, a total of 182 funded positions remain vacant (Exhibit 1). Of the 182 vacant positions, 47 are subject to the hiring freeze which provided over $5 million in savings in the current year budget. During the year, departments have been evaluating their operations to determine any potential savings that can be used to fund these positions and continue to provide essential city services. FISCAL IMPACT There is no fiscal impact associated with the receipt of this report. Submitted By: Kathryn Downs, CPA, Executive Director— Finance and Management Services Agency Exhibit: 1. Fiscal Year 2020-2021 First Quarter Update 19E-4 T m X W 0 i 0 N 0 cr H m H C) W CN W Q 0 z w C7 Q M, O � N cn O 1 W MO \W / Q. (1) X DC LU E ate-+ LL LL � C6 C6 O Ln O c6 c6 =3 =3 >% cr cr u � � V LL LL 19E-6 N I i CY o o 0 0 0 0 0 0 N CO Lq ('7 CO T l C� N O co co o6 6 00 cm-i I cN--I ■ O O •� O O O O O O O p CO co N O O O O r-I 00 0 ti ONO O O 00 ti ■■ O N 0 Im • OD rl I� N M CO � M M _ Lo 0000 NRzt O M ti • N co 00 m O LSD O LSD 0 m � N if ) 00 m 00 M CO M TN -I lM 0 ' CEO co O p CD co ti co LO LO rl t N 06 0 00 . r-I N 40 4A N N O C li N X > � a 4- p N \ � N ~ C • ca Ca N J p J LL s N � LL a)( x x�; cn C. - ca (n Q O cn a m O — } C j O +� = m O ~ m m Cl V p � � N � to 19E-7 M L L CY hIII L . o 0 0 0 0 N 7-1 O O O O O • m O O M f` Om O m M � • ■ • C9 00 N N N IH m O f` f` C'7 M f` � • O � r-I 00 Qo N CY) O m m . r-I rl rl ca U iL 0 U U70 EL Cll 1 HZ LN a a� L CL Lz L CY LM o 0 0 e 0 � 0 0 0 0 0 0 � 0 * 0 * 0 * 0 � 0 0 e O 00 Ln ll:� Iq 00 O lz� ti O 0D M CO O 00 LV Tt N O N qzT N M N LO . I LO N 00 I N N rl (N Tt N M N M N rl M O H 00 H q H .1 Cy O O O O O O O O O O O O O O O O 00 00 O C0 O C0 O ql O M N C0 C0 I� LO LO O 00 I� � L(! C0 N I� 00 00 q c-I O rl Q0 LO 0 M r- O O N Lo O r- M 00 M 00 00 O M O c O N Il- rl 00 ql M 0M Nq 00 06 LO M 14 LO m N m 00 N ti N O LO ql Ln I� Iq li c-I LO cliN O O co r Il- ql 6 N O L ci 00 C0 LO M 0 � p� N cn O O M C0 N O N c-I m 00 LSD m 11 11 � m LO .� C0 M I— M coM Iq � � LO coO coIq O � LO LSD rH co0 M CD q O O � C0 C0 N rl Lo ' - . .� r O rl M C0 � O I� O N I r N c-I O ti I Iq Ln r- M O N O I� rl I O M N 00 rl 6� N M 00 M C0 r6-I 00 M 6) N I� C0 N 00 N LS') c O m h z V LL a1 1 0 J N V v ir- W z L _ c� U¢ +�+ 5 fC E a z '® m uJ d +0 L fC C a) N c) y V > C o +�+ o N m m m tq as E 0 �y W y c !C i ii L -0 :D 7 o m C ++ fC w m a +� C �. ® .® a k 'i n. y 0 ii Q ca W c 'c a >% V y Sc!, 3 v 7 a N E o. O > 0 c E O 0 W O ~ 19E-9 • \\ g q m o o@¥ q% q • . c c c Q o m c a 3 Q o 2 J � * 2 • .\ a a m o 2 c e//\ e E q , / f © $ q 7 \ / Y % \ co q Q a � ■ ^ m 0 ■ � ■ m k� ■ ' § E 2 E § � � 0 � o § E 7_ r0 k § > M 2 § 0 © o 2/ K g E q ¢ 7 2 2 $ §§ m CL\ � 0 2 0 k 7 ■ g it§© . ¢� E E§ R E 3 % § � § § t m 5 U U U Q E m a a a Zi a 1§E.10 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY: NOVEMBER 17, 2020 TITLE: APPROVED ❑ As Recommended RECEIVE AND FILE THE SEWER SYSTEM El Amended MANAGEMENT PLAN 2020 UPDATE ❑ OOrrdinance on Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO /s/ Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION Receive and file the Sewer System Management Plan 2020 update. DISCUSSION The State Water Resources Control Board (State) adopted Order No. 2006-0003 on May 2, 2006, establishing statewide general waste discharge requirements for all federal and state public entities that own and operate sanitary sewer systems, greater than one mile in length, that collect and/or convey untreated or partially treated wastewater to a publicly -owned treatment facility in the State of California. One of these requirements was to develop and implement a system -specific Sewer System Management Plan (SSMP). On October 21, 2014, the City approved its current SSMP, which had been revised to incorporate new elements required under state Order No. WQ 2013- 0058-EXEC. The City's SSMP and maintenance and management program complies with the order and also provides the necessary measures to reduce and prevent sewer system overflows (SSOs), as well as mitigate the effects of SSOs that do occur. The goal of the SSMP is to provide a plan and schedule to properly manage, operate, and maintain all elements of the City's sanitary sewer collection system. The City of Santa Ana recognizes the importance of protecting ocean water quality by preventing SSOs. To this end, staff has continually made improvements to the operation and maintenance of the City's sewer system, including the expanded use of trenchless methods for repairing and constructing sewer mains and laterals, such as pipe lining and pipe bursting. The SSMP 2020 Update (Exhibit 1) reflects the efforts made by City staff to allow Santa Ana to continue to be a leader in the sewer system industry, as well as to be at the forefront of practices preventing sewage from entering waterways. FISCAL IMPACT There is no fiscal impact associated with this action. However, the SSMP requires a sewer system maintenance and capital improvement plan that will require operational and capital expenditures. The costs for these programs are funded through the Sanitary Sewer Service fund and are budgeted annually. 19F-1 Receive and File the Sewer System Management Plan 2020 Update November 17, 2020 Page 2 Submitted By: Nabil Saba, P.E., Executive Director— Public Works Agency Exhibit: 1. Sewer System Management Plan 2020 Update may be reviewed at: https://www.santa-ana.org/pw/water-and-sewer 19F-2 EXHIBIT 1 Sewer System Management Plan City of Santa Ana Water Resources Division 4/10/2014 Revised 9/1/2020 Prepared Under the Supervision of: Cesar Barrera, P.E. Deputy Public Works Director/Water Resources Manager 19F-3 City of Santa Ana Table of Contents/Definitions/Abbreviations Table of Contents Abbreviations / Acronyms............................................................................................................. i Definitions..................................................................................................................................... i Section II: Sewer System Management Plan Requirements.................................................... ii-1 Section1: Goals.........................................................................................................................1-1 Section 2: Organizational Structure....................................................................................................2-1 2.1 Sewer System Organization Chart...................................................................................................2-1 2.2 Administration and Maintenance Staff Summary..........................................................................2-2 2.3 Supporting Documents...................................................................................................................2-3 Section3: Legal Authority.........................................................................................................3-1 3.1 Summary.........................................................................................................................................3-1 3.2 Supporting Documents...................................................................................................................3-2 Section 4: Operation and Maintenance Program.....................................................................4-1 4.1 Requirements for Operation and Maintenance Program Element................................................4-1 4.2 Summary.........................................................................................................................................4-1 4.2.1 Mapping.............................................................................................................................4-1 4.2.1.1 Storm Drain System.............................................................................................4-2 4.2.2 Preventative Maintenance.................................................................................................4-2 4.2.2.1 Gravity Mains.......................................................................................................4-3 4.2.2.2 Lift Station/Force Mains......................................................................................4-3 4.2.3 Rehabilitation and Replacement........................................................................................4-3 4.2.4 Staff Training......................................................................................................................4-4 4.2.5 Equipment Inventory..........................................................................................................4-4 4.2.5.1 Lift Station Inventory...........................................................................................4-4 4.2.5.2 Equipment Inventory...........................................................................................4-4 4.3 Supporting Documents...................................................................................................................4-4 Section 5: Design and Performance Provisions........................................................................5-1 5.1 Requirements for Design and Performance Provision Element.....................................................5-1 5.2 Summary.........................................................................................................................................5-1 5.3 Supporting Documents...................................................................................................................5-2 Section 6: Overflow Emergency Response Plan.......................................................................6-1 6.1 Requirements for Overflow Emergency Response Plan Element...................................................6-1 April 2020 19 F-4 i City of Santa Ana Table of Contents/Definitions/Abbreviations 6.2 Summary.........................................................................................................................................6-1 6.3 Supporting Documents...................................................................................................................6-2 Section 7: FOG Control Program...............................................................................................7-1 7.1 Requirements for FOG Control Program Element..........................................................................7-1 7.2 Summary.........................................................................................................................................7-1 7.3 Supporting Documents...................................................................................................................7-3 Section 8: System Evaluation and Capacity Assurance Plan.....................................................8-1 8.1 Requirements for System Evaluation and Capacity Assurance Plan Element................................8-1 8.2 Summary.........................................................................................................................................8-1 8.3 Supporting Documents...................................................................................................................8-2 Section 9: Monitoring, Measurement and Program Modifications.........................................9-1 9.1 Requirements for Monitoring, Measurement and Program Element............................................9-1 9.2 Summary.........................................................................................................................................9-1 9.3 Supporting Documents...................................................................................................................9-2 Section 10: SSMP Program Audits.......................................................................................... 10-1 10.1 Requirements for SSMP Program Audits Element......................................................................10-1 10.2 Summary.....................................................................................................................................10-1 10.3 Supporting Documents...............................................................................................................10-1 Section 11: Communication Program.....................................................................................11-1 11.1 Requirements forCommunication Program Element.................................................................11-1 11.2 Summary.....................................................................................................................................11-1 11.3 Supporting Documents...............................................................................................................11-1 Appendices Appendix A SWRCB Order No. 2006-0003-DWQ Appendix B Organizational Chart, The City of Santa Ana, Public Works Agency Appendix C City of Santa Ana Sewage Spill Procedures Appendix D City of Santa Ana Municipal Code Chapter 39 Appendix E City of Santa Ana Ordinance NS 26-70 Appendix F City of Santa Ana Standard Plans (for Sewer) Appendix G The City of Santa Ana Standard Specifications of Sewer Construction Appendix H Sample Video Inspection Log and Inspection Report Appendix I City's Sample Sewer Cleaning Report April 2020 19 F-5 i City of Santa Ana Table of Contents/Definitions/Abbreviations Appendix J Sample of the City's Sanitary Sewer System Atlas Maps Appendix K The City of Santa Ana FOG Control Program Manual Appendix L A Collection of Regulations and Logs which support the City's FOG Control Program Abbreviations / Acronyms BMP Best Management Practice CCTV Closed Circuit Television CEQA The California Environmental Quality Act CIWQS California Integrated Water Quality System CM Corrective Maintenance CMMS Computerized Maintenance Management System CIP Capital Improvement Program CWEA California Water Environment Association EML Enhanced Maintenance Location FOG Fats, Oils, Grease FSE Food Service Establishment GIS Geographical Information System 1/1 Inflow / Infiltration LRO Legally Responsible Official MRP Monitoring and Reporting Program NASSCO National Association of Sewer Service Companies NPDES National Pollution Discharge Elimination Program OCHCA Orange County Health Care Agency OCSD Orange County Sanitation District OERP Overflow Emergency Response Plan DES State Office of Emergency Services O&M Operation and Maintenance PM Preventative Maintenance PVC Polyvinyl Chloride RWQCB Regional Water Quality Control Board SLRRP Sewer Lateral Replacement and Repair Program SSIMS Sewer System Infrastructure Maintenance System SSMP Sewer System Management Plan SSO Sanitary Sewer Overflow SWRCB State Water Resources Control Board WDR Waste Discharge Requirements April 2020 19 F-6 i City of Santa Ana Table of Contents/Definitions/Abbreviations Definitions City The City of Santa Ana Enrollee A federal or state agency, municipality, county, City, and other public entity that owns or operates a sanitary sewer system, as defined in the general WDRs, and that has submitted a complete and approved application for coverage under State Water Resources Control Board Order No. 2006-0003-DWQ. Nuisance California Water Code section 13050, subdivision (m), defines nuisances as anything which meets all of the following requirements: a. Is injurious to health, or is indecent or offensive to the senses, or an obstruction to the free use of property, so as to interfere with the comfortable enjoyment of life or property b. Affects at the same time an entire community or neighborhood, or any considerable number of persons, although the extent of the annoyance or damage inflicted upon individuals may be unequal. c. Occurs during, or as a result of, the treatment or disposal of wastes. Sanitary Sewer Overflows Any overflow, spill, release. Discharge or diversion of untreated or partially treated wastewater from a sanitary sewer system. Sanitary Sewer System Any system of pipes, pump stations, sewer lines, or other conveyances, upstream of a wastewater treatment plant headworks used to collect and convey wastewater to the publicly owned treatment facility. Temporary storage and conveyance facilities (such as vaults, temporary piping, construction trenches, wet wells, impoundments, tanks, etc.) are considered to be part of the sanitary sewer system, and discharges into these temporary storage facilities are not considered to be SSOs. Satellite collection system The portion, if any, of a sanitary sewer system owned or operated by a different public agency than the agency that owns and operates the wastewater treatment facility to which the sanitary sewer system is tributary. SSO Reporting System Online spill reporting system that is hosted, controlled, and maintained by the State Water Board. The web address for this site is http://ciwgs.waterboards.ca.gov. This online database is maintained on a secure site and is controlled by unique usernames and passwords. Untreated or partially treated Any volume of waste discharged from the sanitary sewer system wastewater upstream of a wastewater treatment plant headworks. Apri 1 2020 19 F -% 7 of Santa Ana Section II: Sewer 5 Plan Section II: Sewer System Management Plan Requirements The City's Public Works Agency, Water Resources Division, is responsible for maintaining the citywide water and sewer system. The agency serves a population of approximately 332,725 people and is responsible for maintaining 400 miles of sewer main, 7,000 sewer manholes, two sewage lift stations, and two force mains. The majority of the City's sewer mains range from 6" -12" in diameter, with several as large as 39" in diameter, the majority of which is proactively cleaned on an 18-month cycle. Additionally, the City provides sewer lateral replacement, customer service, identifies illegal connections to the sewer system, and addresses sewer blockages. While City is not responsible for maintaining the 46,000 private sewer laterals (Municipal Code Section 39-50.1.b), a sewer repair/replacement program is in place where the City will perform corrective repairs on or replace the lower lateral. The City has established and implemented the necessary programs to maintain all aspects of their sewer system in good working order and to reduce the number and severity of sanitary sewer overflows (SSOs). The City monitors the effectiveness of these programs throughout the year and makes the necessary modifications to correct any deficiencies. The City has established sufficient sewer designs, regularly evaluatesthe condition and capacity of its sewer system, and has implemented an effective FOG Control Program. Additionally, the City has identified problematic sewer mains that are cleaned on a more frequent basis (enhanced maintenance locations). In addition to proactive and preventive maintenance practices, the City also identifies areas of the sewer system in need of repair and/or replacement and prioritizes corrective measures for these based on asset risk and resource factors. The staff supporting the operation and maintenance of the sewer system undergoes training to perform such activities and continue development of their skills through participation in external and internal training opportunities. The elements and provisions established in the City's Sewer System Management Plan (SSMP) are based on the requirements established in the State Water Resources Control Board's Order No. 2006-0003-DWQ, revised MRP WQ 2008-0002-Exec, and MRP WQ 2013-0058-Exec. All federal and state agencies, municipalities, counties, districts, and other public entities that own and operate sanitary sewer systems greater than one mile in length that collect and/or convey untreated or partially treated wastewater to a publicly owned treatment facility in the State of California, are required to comply with the terms established in this order. The City's SSMP and maintenance and management program complies with this established order, and also provides the necessary measures to reduce and prevent SSOs as well as mitigate the effects of the SSOs that do occur. As stated in the State Water Resources Control Board's Order No. 2006-0003-DWQ, the City must meet the following fifteen (15) provisions: 1. The City must comply with all conditions of Order No. 2006-0003-DWQ. Any noncompliance with Order No. 2006-0003-DWQ constitutes a violation of the California Water Code and is grounds for enforcement action. 2. It is the intent of the State Water Board that sanitary sewer systems be regulated in a manner consistent with the general WDRs. Nothing in the general WDRs shall be: April 2020 II-1 19F-8 7 of Santa Ana Section II: Sewer 5 Plan a. Interpreted or applied in a manner inconsistent with the Federal Clean Water Act, or supersede a more specific or more stringent state or federal requirement in an existing permit, regulation, or administrative/judicial order or Consent Decree; b. Interpreted or applied to authorize an SSO that is illegal under either the Clean Water Act, an applicable Basin Plan prohibition or water quality standard, or the California Water Code; c. Interpreted or applied to prohibit a Regional Water Board from issuing an individual NPDES permit or WDR, superseding this general WDR, for a sanitary sewer system, authorized under the Clean Water Act or California Water Code; or d. Interpreted or applied to supersede anymore specific or more stringent WDRs or enforcement order issues by a Regional Water Board. 3. The City shall take all feasible steps to eliminate SSOs. In the event that an SSO does occur, the City shall take all feasible steps to contain and mitigate the impacts of an SSO. 4. In the event of an SSO, the City shall take all feasible steps to prevent untreated or partially treated wastewater from discharging from storm drains into flood control channels or waters of the Unitec States by blocking the storm drainage system and by removing the wastewater from the storm drains. 5. All SSOs must be reported in accordance with Section G of the general WDRs. 6. In any enforcement action, the State and/or Regional Water Boards will consider the appropriate factors under the duly adopted State Water Board Enforcement Policy. And, consistent with the Enforcement Policy, the State and/or Regional Water Boards must consider the City's efforts to contain, control, and mitigate SSOs when considering the California Water Code Section 13327 factors. In assessing these factors, the State and/or Regional Water Boards will also consider whether: a. The City has complied with the requirements of Order No. 2006-0003-DWO, including requirements for reporting, developing and implementing a SSMP; b. The City can identify the cause or likely cause of the discharge event; c. There were no feasible alternatives to the discharge, such as temporary storage or retention of untreated wastewater, reduction of inflow and infiltration, use of adequate backup equipment, collecting and hauling of untreated wastewater to a treatment facility, or an increase in the capacity of the system as necessary to contain the design storm event identified in the SSMP. It is inappropriate to consider the lack of feasible alternatives if the City does not implement a periodic or continuing process to identify and correct problems; d. The discharge was exceptional, unintentional, temporary, and caused by factors beyond the reasonable control of The City; e. The discharge could have been prevented by the exercise of reasonable control described in a certified SSM P for: April 2020 II-2 19F-9 7 of Santa Ana Section II: Sewer 5 Plan i. Proper management, operation and maintenance; ii. Adequate treatment facilities, sanitary sewer system facilities, and/or components with an appropriate design capacity, to reasonably prevent SSOs (e.g., adequately enlarging treatment or collection facilities to accommodate growth, infiltration and inflow (1/1), etc.); iii. Preventative maintenance (including cleaning and fats, oils, and grease (FOG) control); iv. Installation of adequate backup equipment; and V. Inflow and infiltration prevention and control to the extent practicable. f. The sanitary sewer system design capacity is appropriate to reasonably prevent SSOs; and g. The City took all reasonable steps to stop and mitigate the impact of the discharge as soon as possible. When a sanitary sewer overflow occurs, the City shall take all feasible steps and necessary remedial actions to 1) control or limit the volume of untreated or partially treated wastewater discharged, 2) terminate the discharge, and 3) recover as much of the wastewater discharged as possible for proper disposal, including any wash down water. The City shall implement all remedial actions to the extent they may be applicable to the discharge and not inconsistent with an emergency response plan, including the following: a. Interception and rerouting of untreated or partially treated wastewater flows around the wastewater line failure; b. Vacuum truck recovery of sanitary sewer overflows and wash down water; c. Cleanup of debris at the overflow site; d. System modifications to prevent another SSO at the same location; e. Adequate sampling to determine the nature and impact of the release; and f. Adequate public notification to protect the public from exposure to the SSO. 8. The City shall properly manage, operate, and maintain all parts of the sanitary sewer system owned or operated by the City, and shall ensure that the system operators (including employees, contractors, or other agents) are adequately trained and possess adequate knowledge, skills, and abilities. 9. The City shall allocate adequate resources for the operation, maintenance, and repair of its sanitary sewer system, by establishing a proper rate structure, accounting mechanisms, and auditing procedures to ensure an adequate measure of revenues and expenditures. These procedures must be in compliance with applicable laws and regulations and comply with generally acceptable accounting practices. 10. The City shall provide adequate capacity to convey base flows and peak flows, including flows related to wet weather events. Capacity shall meet or exceed the design criteria as defined in the City's System Evaluation and Capacity Assurance Plan for all parts of the sanitary sewer system owned or operated by the City. 11. The City shall develop and implement a written Sewer System Management Plan (SSMP) and make it available to the State and/or Regional Water Board upon request. A copy of this document must be April 2020 II-3 19F-10 7 of Santa Ana Section II: Sewer 5 Plan publicly available at the City's office and/or available on the internet. This SSMP must be approved by the City Council at a public meeting. 12. In accordance with the California Business and Professions Code sections 6735, 7835, and 7835.1, all engineering and geologic evaluations and judgments shall be performed by or under the direction of registered professionals competent and proficient in the fields pertinent to the required activities. Specific elements of the SSMP that require professional evaluation and judgments shall be prepared by or under the direction of appropriately qualified professionals, and shall bear the professional(s)' signature and stamp. 13. The mandatory elements of the SSMP are specified below. However, if the City believes that any element of this section is not appropriate or applicable to the City's sanitary sewer system, the SSMP program does not need to address that element. The City must justify why that element is not applicable. The SSMP must be approved by the deadlines listed in Order No. 2006-0003-DWQ. Sewer System Management Plan (SSMP) 1. Goal 2. Organization 3. Legal Authority 4. Operation and Maintenance Program 5. Design and Performance Provisions 6. Overflow Emergency Response Plan 7. FOG Control Program 8. System Evaluation and Capacity Assurance Plan 9. Monitoring, Measurement and Program Modifications 10. SSMP Program Audits 11. Communication Program 14. Both the SSMP and the City's program to implement the SSMP must be certified by the City to be in compliance with the requirements set forth above and must be presented to the City Council for approval at a public meeting. The City shall certify that the SSMP, and subparts thereof, are in compliance with the general WDRs within the time frames identified in the time schedule provided in subsection D.15, below. In order to complete this certification, the City's authorized representative must complete the certification portion in the Online SSO Database Questionnaire by checking the appropriate milestone box, printing and signing the automated form, and sending the form to: State Water Resources Control Board Division of Water Quality Attn: SSO Program Manager P.O. Box 100 Sacramento, CA 95812 The SSMP must be updated every five (5) years, and must include any significant program changes. Re- certification by the Council of the City is required in accordance with D.14 when significant updates to April 2020 II-4 19F-11 7 of Santa Ana Section II: Sewer 5 Plan the SSMP are made. To complete the re -certification process, the City shall enter the data in the Online SSO Database and mail the form to the State Water Board, as described above. 15. The City shall comply with these requirements according to the legislated schedule. This time schedule does not supersede existing requirements or time schedules associated with other permits or regulatory requirements. April 2020 II-5 19F-12 of Santa Ana Section 1: Goals Section 1: Goals The City's Goals and Organization Structure addresses those mandatory SSMP provisions outlined in Section D, 13 (i) Goals and (ii) Organization of the State Water Resources Control Board's Order No. 2006-0003-DWQ. The City of Santa Ana recognizes the importance of protecting ocean water quality by preventing sewer spills and has supplemented its existing sewer system maintenance practices with the Waste Discharge Requirements (WDR). The goal of this SSMP is to provide a plan and schedule to properly manage, operate, and maintain all elements of the City's sanitary sewer collection system, in order to reduce and prevent Sanitary Sewer Overflows (SSOs), as well as mitigate any SSOs that do occur. The following specific goals have also been identified to serve as key performance indicators of the program. The success of the SSMP program is evaluated based on the accomplishments of these goals: • Conduct a system -wide video inspection (CCTV) of all manholes and gravity mains at least once every eight years; • Inspect 100% of gravity grease interceptors annually; • Meet the assigned cleaning frequencies for all gravity mains; and • Clean 100% of sewer lift stations annually. a. Segerstrom Lift Station b. Maxine Lift Station April 2020 1-1 19F-13 City of Santa Ana Section 2: Organization Section 2: Organizational Structure 2.1 Sewer System Organization Chart Water Resources Manager (LRO) Principal Civil Senior Principal Civil Engineer Maintenance Engineer CIP/Admin Supervisor Operations/ Compliance Design and Operation and Legal Authority Performance Maintenance Provisions Program System Training Overflow Evaluation and Emergency Capacity Response Plan Assurance Plan Organizational Equipment FOG Control Structure Inventory Program Communication Monitoring, Program Measurements and Program Modifications April 2020 2-1 19F-14 City of Santa Ana 2.2 Administration and Maintenance Staff Summary The Water Resources Division of the City of Santa Ana's Public Works Agency is responsible for the operations of the City's sewer collections system. The Water Resources Manager is the authorized representative, as described in Section J of Order No. 2006-0003-DWQ, for the City of Santa Ana. The names and titles of all staff within the Water Resources Division can be found on the Water Resources Division organization chart maintained by the Public Works Agency. The telephone numbers for all staff are kept in a centralized City directory accessible to all staff through an intranet application. A copy of the Water Resources Division organization chart is included as Appendix B. The Water Resources Manager, who is also the City's designated Legally Responsible Official (LRO), is responsible for overseeing the SSO reporting process. The Water Maintenance Supervisor in charge of the Sewer Services Section, receives spill reports from the field crews and prepares a draft report. The draft is then reviewed by the Engineering & Administration Section and consideration is given to volume calculations, vacuum and wash down operations, cause of the spill, timeliness of response, etc. After discussions/reviews are complete, the report is finalized and submitted on-line to the California Integrated Water Quality System (CIWQS). Based on the monitoring and reporting requirement changes (WQ 2013-0058-EXEC), the SSO emergency response procedures were updated in 2013 to represent the affected processes for responding to and reporting SSOs. The SSO emergency response procedures are updated periodically to represent current policies and staffing of the City and was most recently updated in 2020. The City continues its belief in keeping the reporting agencies and the public fully informed. As a first priority during a sewer spill, City staff and field crews notify the appropriate agencies by phone that a spill has occurred instead of depending on the report as a means of notification. A set of Sewage Spill Procedures has been created by the Water Resources Division and distributed to the maintenance staff that details the SSO response procedure and identifies the appropriate agencies to contact (i.e., OES). A copy of this is included as Appendix C. As shown in Appendix B, the City of Santa Ana maintains organizational charts which illustrate lines of authority, employee names, and employee titles. Additionally, the City provides sufficient staffing information to properly operate, maintain, and manage all parts of the City sanitary sewer system. Appendix C includes the City's Sewage Spill Procedures which describes the chain of communication for reporting and responding to SSOs, as well as names and contact information for positions charged with implementing specific portions of the SSMP. In summary, the City maintains an Organizational Structure which meets the requirements of Section D, 13 (ii) Organization of Order No. 2006-0003-DWQ. 1) The Water Resources Manager is identified as the responsible or authorized representative of the City as described in Section J of Order No. 2006-003-DWQ and his name and contact information is listed in Appendix A. 2) The City maintains organizational charts with the names and telephone numbers for all management, administrative, and maintenance positions. These charts clearly identify the lines of authority for these positions, while the City's Sewage Spill Procedures contain the names and contact information for all positions charged with implementing specific portions of the SSMP. April 2020 19F-15 2-1 City of Santa Ana 3) The City's Sewage Spill Procedures describes the chain of communication for reporting and responding to SSOs and identifies the person(s) responsible for reporting SSOs to the State and Regional Water Board, as well as other applicable agencies. 2.3 Supporting Documents The following documents allow the City of Santa Ana to comply with the goals and organizational structure requirements of the WDR, and are attached as appendices. • SWQCB Order Nos. 2006-0003-DWQ, Appendix A. Organizational Chart, The City of Santa Ana, Public Works Agency, Appendix B. Sewage Spill Procedures, The City of Santa Ana, Appendix C. April 2020 2-2 19F-16 of Santa Ana Section 3: Section 3: Legal Authority The City's Legal Authority addresses those mandatory SSMP provisions outlined in Section D, 13 (iii) Legal Authority of the State Water Resources Control Board's Order No. 2006-0003-DWQ. The City will demonstrate, through sanitary sewer system use ordinances, service agreements, or other legally binding procedures, that it possesses the necessary legal authority to: 1) Prevent illicit discharges into its sanitary sewer system (examples may include 1/1, storm water, chemical dumping, unauthorized debris and cut roots, etc.); 2) Require that sewers and connections be properly designed and constructed; 3) Ensure access for maintenance, inspection, or repairs for portions of the lateral owned or maintained by the City; 4) Limit the discharge of Fats, Oils, and Grease (FOG) and other debris that may cause blockages; and 5) Enforce any violation of its sewer ordinances. 3.1 Summary The City is regulated by several agencies of the United States Government and the State of California, pursuant to the provisions of Federal and State Law. Key Federal and State requirements: 1) Federal Water Pollution Control Act, commonly known as the Clean Water Act (33 U.S.C. Section 1251 et seq); 2) California Porter Cologne Water Quality Act (California Water Code section 13000 et seq.); 3) California Health & Safety Code sections 25100 to 25250; 4) Resource Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901 et seq.); and 5) California Government Code, Sections 54739-54740. These laws provide the City the authority to regulate and/or prohibit, by the adoption of an ordinance, and by issuance of control mechanisms, the discharge of any waste, directly or indirectly, to the City sewerage facilities. Said authority includes the right to establish limits, conditions, and prohibitions; to establish flow rates or prohibit flows discharged to the City sewerage facilities; to require the development of compliance schedules for the installation of equipment systems and materials by all users; and to take all actions necessary to enforce its authority, whether within or outside the City boundaries, including those users that are tributary to the City or within areas for which the City has contracted to provide sewerage services. Through a series of Ordinances and Resolutions adopted by the City Council and internally developed Plans and Requirements, the City possesses the necessary legal authority required by Section D, 13 (iii) Legal Authority of Order No. 2006-0003-DWQ: 1) The City of Santa Ana has the power to install sewers and enact regulations related thereto, including the regulation of discharges from private property. Section 39-57 of the Municipal Code states: "All City -owned sewer lines and private onsite sewer lines and laterals should be constructed and maintained to prevent water infiltration into the sewer system. Private on -site sewer lines and public sewer lines shall be used only to convey raw sewage. Rainfall runoff sources (including, but not limited to roof drains, site drains, inlets, uncovered wash area drains, etc.) are prohibited from connecting to any public or private sanitary sewer pipeline." April 2020 3-1 19F-17 of Santa Ana Section 3: The City of Santa Ana currently enforces Orange County Sanitation District regulations prohibiting the discharge of rainfall to the sewer system. This is done through the City's existing development approval process. No connections from any potential source of runoff are allowed to the City's sanitary sewer system. 2) The City prevents illicit discharges into its sanitary sewer system (including, but not limited to, 1/1, storm water, chemical dumping, and unauthorized debris) through the City Municipal Code, Chapter 39, Section 39-57, Infiltration and inflow into sewer system, Section 39-58, Introduction of pollutants prohibited and Ordinance No. NS-2670. 3) The City of Santa Ana has standard plans and specifications for the construction of sanitary sewers, which ensure the sewer lines and connections are properly designed and constructed. The Design Guidelines for Water and Sewer Facilities is available on the City's website. Also, the City's Specifications by reference incorporate the Standard Plans and Specifications for Public Works Construction (Green Book), which helps ensure proper design and construction of sewer facilities. 4) The City of Santa Ana has a full time Construction Engineering section responsible for oversight of city construction projects. A staff of full-time engineers and inspectors are responsible for ensuring all city projects, including sanitary sewer improvements, are constructed in compliance with approved plans and specifications. 5) In November of 2001, the City of Santa Ana via Ordinance No. NS-2479 implemented a sewer lateral repair program. The City repairs and/or replaces the portion of damaged sewer laterals located within the public right-of-way. This work is accomplished by experienced in-house field maintenance personnel. 6) The City of Santa Ana recognizes the significant impacts to sewer collection system operation caused by fats, oils and grease (FOG). In November of 2017, the City adopted a comprehensive FOG control ordinance (Ordinance No. NS 2921). This ordinance updated an already established legal authority requirement to implement a comprehensive FOG control program. The ordinance is attached as Appendix E. 7) Santa Ana sewer ordinances are currently enforced under Administrative Citation provisions of the municipal code. Public Works Agency Sanitation Inspectors have citation authority to enforce sewer ordinance provisions. 3.2 Supporting Documents The following documents allow the City to comply with the Legal Authority requirements of the WDR, and are attached as appendices: • The City of Santa Ana Municipal Code, Chapter 39, Appendix D • Ordinance No. NS-2921, Appendix E • The City of Santa Ana Standard Plans for Sanitary Sewers, Public Works Agency, Appendix F. • The City of Santa Ana Standard Specifications of Sewer Construction, Public Works Agency, AppendixG. April 2020 3-2 19F-18 of Santa Ana Section 4: Operations and Maintenance Section 4: Operations and Maintenance Program This section of the SSMP presents the City's wastewater collection system operations and maintenance (O&M) program. 4.1 Requirements for Operation and Maintenance Program Element The summarized requirements for the Operations and Maintenance Program are: 1) Maintain an up-to-date map of the sanitary sewer system, showing all gravity line segments and manholes, pumping facilities, pressure pipes and valves, and applicable storm water conveyance facilities; 2) Describe routine preventive operation and maintenance activities by staff and contractors, including a system for scheduling regular maintenance and cleaning of the sanitary sewer system with more frequent cleaning and maintenance targeted at known problem areas. The Preventative Maintenance (PM) program should have a system to document scheduled and conducted activities, such as work orders; 3) Develop a rehabilitation and replacement plan to identify and prioritize system deficiencies and implement short-term and long-term rehabilitation actions to address each deficiency. The program should include regular visual and TV inspections of manholes and sewer pipes, and a system for ranking the condition of sewer pipes and scheduling rehabilitation. Rehabilitation and replacement should focus on sewer pipes that are at risk of collapse or prone to more frequent blockages due to pipe defects. Finally, the rehabilitation and replacement plan should include a capital improvement plan that addresses proper management and protection of the infrastructure assets. The plan shall include a time schedule for implementing the short- and long-term plans plus a schedule for developing the funds needed for the capital improvement plan; 4) Provide training on a regular basis for staff in sanitary sewer system operations and maintenance, and require contractors to be appropriately trained; and 5) Provide equipment and replacement part inventories, including identification of critical replacement pa rts. 4.2 Summary The City has created and maintains maps of the sanitary sewer system and has established a routine cleaning frequency for the gravity sewer mains and sewer lift stations. The City also identifies areas of the sewer system that may require rehabilitation or replacement, and has prioritized those locations for either repairs or replacement in the City's capital improvement plan. The City also provides routine training for its staff and encourages them to acquire all available CWEA certifications. Additionally, the city has created a spare parts inventory for all critical replacement parts. 4.2.1 Mapping The City utilizes a Geographic Information System (GIS) based mapping system to maintain and manage collection system maps and key system attribute data. The GIS mapping system, depicting the physical location April 2020 4-1 19F-19 of Santa Ana Section 4: Operations and Maintenance of all sewer mains, manholes and lift stations, is deployed to collection system O&M staff using field tablets. This mobile system provides up-to-date system maps as well as historic system information such as construction plans, asset age, known defects, and maintenance frequencies. Where mapping errors or omissions are identified by field crews, the system provides the ability to capture and relay the corrections to the City's engineers for review and, where appropriate, revision to the GIS database. Figure 4-1, City of Santa Ana Sewer System Map, is a composite rendering of a sewer system map generated from the City's GIS. Figure 4-1, City of Santa Ana Sewer System Map Legend — Condition Scare — 10 {High' 9-9 5- 7 (Medium), 3- 5 � ciitawj alLL"illf -, a I r w J1 r1 - 1 I I �17 L-�- I I F I 4 1 ay { 1+-^r IL .I I k a - .a II I "•"` ill. —17, 1 r- f ytlsrs „`-s_ LL lann 't h ',29\••_ _ � it -1— 4 aso-.:unrr✓r, �� 4 4.2.1.1 Storm Drain System The locations of all the storm water conveyance facilities are available to field crews as a separate GIS layer which can be overlaid with collection system mapping layers to reveal important relationships between the two systems. While not responsible for the O&M of the storm drain system, City O&M staff is trained to understand the storm drainage network to supplement SSO response actions. April 2020 4-2 19F-20 7 of Santa Ana Section 4: Operations and Maintenance Pro 4.2.2 Preventative Maintenance The City's sewer collection system Operations and Maintenance Program consists of critical proactive, preventive and corrective measures for the City's gravity sewer system and lift stations. The details of the City's O&M Program are summarized below with further detail and specific procedures set forth in the City's Sewer System Operations and Maintenance Manual. 4.2.2.1 Gravity Mains The City of Santa Ana cleans the majority of sewer system on an 18 month cycle, and corresponding areas that are similar. However, the City does collect field observations and data during routine maintenance activities, which factor into maintenance frequencies. This utilization and analysis of field data will allow the City to optimize maintenance activities throughout the sewer system. This process will result in more sections of gravity pipelines being cleaned less frequently than the traditional 18 month cycle. The City has identified areas of the collection system that require more frequent cleaning— known as enhanced maintenance locations (EMLs) — which are cleaned on a monthly or quarterly interval. EMLs include, but are not limited to, inverted siphons that run under flood control channels and commercial areas with a high density of food service establishments. The City executes the collection system maintenance program with two sewer cleaning trucks, each staffed with a two -man crew. The gravity mains within the City are divided into two discrete zones with one crew assigned to each zone. In general, the gravity mains are cleaned in a Northeast to Southwesterly direction, following the natural gravity flow of the sewer system. To control root growth within the sewer system, the City performs as -needed root control activities. The root control activities include the use of foaming that is approved by the U.S. Environmental Protection Agency for this use. CCTV inspections are often used to evaluate the root growth and determine the appropriate mitigation measures for each stretch of impacted sewer mainlines. Sewer maintenance activities are scheduled and tracked using the GIS-based computerized maintenance management system (CMMS). For each line segment cleaned, the maintenance crews complete a report detailing the date, time, location, and key observations during the maintenance activities. Field observations include assessment of the type (e.g., roots, FOG, debris) and quantity (e.g., light, medium, and heavy) of materials removed during the line cleaning process. These observations are analyzed and factor into determinations of maintenance frequency adjustments. Additionally, observations of "heavy" accumulation are prioritized for CCTV inspection and/or other source control actions. 4.2.2.2 Lift Station/Force Mains In addition to the crews maintaining the gravity sewer system, the City's Water Production staff supports maintenance of the two sewer lift stations and the force mains are cleaned as needed. Water Production Operators are cross -trained to assist with the maintenance of these pump systems. Maintenance activities include weekly inspections of each lift station, along with periodic equipment servicing consistent with equipment manufacturer's recommendations and industry standards/best practices. 4.2.3 Rehabilitation and Replacement A comprehensive condition assessment of the City's entire sewer system was completed in 2010. The City assigned each sewer segment a structural severity rating, consistent with industry standard National April 2020 4-3 19F-21 7 of Santa Ana Section 4: Operations and Maintenance Pro Association of Sewer Service Companies (NASSCO), to classify the condition of the sewer line. Sewer segments with the most severe structural ratings are prioritized for rehabilitation and/or replacement; therefore, this baseline CCTV inspection data serves as the basis for the City's Rehabilitation and Replacement plan. Additional details of the processes and criteria for condition assessment activities are included in the City's Sewer System Operations and Maintenance Manual. Even though the City is not responsible for the maintenance of private sewer laterals, the City has a Sewer Lateral Replacement and Repair Program (SLRRP) to assist customers with sewer lateral repairs within the public right-of-way. CCTV inspections are often used to evaluate the root growth and determine the appropriate mitigation measures for each stretch of impacted sewer mainlines. Two separate funds support the City's Capital Improvement Program (CIP). The Sanitary Sewer Service fund is allocated for maintenance, rehabilitation and repair and replacement of sanitary sewer facilities, as well as emergency response to sewer blockage issues. The Sewer Connection Fee fund is allocated solely for the construction of sewer capacity enhancements. The City balances the rehabilitation projects on a year-to-year basis and aims to improve the operating efficiency and life expectancy of the entire sewer system. Sewer service rates are periodically reviewed and adjusted to address identified CIP needs. 4.2.4 Staff Training City sewer maintenance personnel are generally trained in-house/on-the-job to execute collection system maintenance tasks, as well as responding to system emergencies. Equipment vendors provide additional training for specific equipment or components. When feasible, field crews also attend seminars and/or conferences for additional training opportunities. In addition, all staff attend monthly safety trainings. Water production staff also receive on-the-job and equipment vendor training to operate and maintain all City pumping facilities and related equipment, including the two sewer lift stations. Although not required, City maintenance staff are encouraged to obtain California Water Environment Agency (CWEA) training and certification. Several staff members have received certification through this program. 4.2.5 Equipment Inventory 4.2.5.1 Lift Stationlnventory Each of the two sewer lift stations is equipped with redundant pumps. Therefore, should one pump experience reduced performance or a mechanical failure, the redundant pump will automatically start. Both lift stations are equipped with automatic backup emergency diesel generators for use during power failures. The City additionally has a stand-by bypass pump that can be deployed to any lift station if needed. 4.2.5.2 Equipment Inventory An inventory of pipe and equipment is stored at the City's Corporate Yard for use by maintenance crews to make repairs to smaller sewer mains and laterals. The City maintains a Call -Out Vehicle with all necessary, back- up materials, including plugs. In addition, the City has an on -call Contractor available to support emergency situations. 4.3 Supporting Documents The following documents, attached as appendices, support the City's Operation and Maintenance Program, thereby allowing the City to comply with the Operation and Maintenance Program requirements of the WDR: April 2020 4-4 19F-22 of Santa Ana Section 4: Operations and Maintenance Program Sewage Spill Procedures, the City of Santa Ana, Appendix C. • A sample of the City's Video Inspection Log and Inspection Report, The City of Santa Ana, Appendix H. A sample of the City's Sewer Cleaning Report, The City of Santa Ana, Appendix I. • A sample of the City's Sanitary Sewer System Atlas Maps, Appendix]. Additionally, the following documents also support the City's Operation and Maintenance Program, and are available from the City's Water Resources Division. Due to the size of these documents, they have not been attached as appendices. • City of Santa Ana Sewer Master Plan —Final Report, December 2016, RMC April 2020 4-5 19F-23 of Santa Ana Section 5: Design and Provisions Section 5: Design and Performance Provisions This section of the SSMP presents the City's design and performance provisions for the required elements of the sanitary sewer system. 5.1 Requirements for Design and Performance Provision Element The City's Design and Performance Provisions encompass the following components: 1) Design and construction standards and specifications for the installation of new sanitary sewer systems, pump stations and other appurtenances; and for the rehabilitation and repair of existing sanitary sewer systems; 2) Procedures and standards for inspecting and testing the installation of new sewers, pumps and other appurtenances and for rehabilitation and repair projects. 5.2 Summary The City has established Sewer System Standard Plans, Standard Specifications and Design Guidelines requiring that all new sanitary sewer systems, pump stations and other appurtenances, as well as the rehabilitation and repair of existing sewer facilities, be designed and constructed in accordance with the City's established standards. Procedures and standards for inspecting and testing the installation of new sewers, and other appurtenances are also outlined in the established performance provision elements of the Standard Plans and Specifications. 1) Contains design and construction standards and specifications for the installation of new sanitary sewer systems, and other appurtenances, and for the rehabilitation and repair of existing sanitary sewer infrastructure. The City's Specifications by reference incorporate the American Public Works Association Standard Plans and Specifications for Public Works Construction ("Green book"), which helps ensure proper design and construction of sewer facilities. Additionally, the City has standardized its use of equipment in the pumping stations for ease of maintenance and replacement. This includes the pumps, liquid level indicators, electrical components, valves, piping and radios. The City also uses cured -in -place pipe lining technology where these methods are cost effective and practical to supplement traditional replacement and rehabilitation methods. The City has adopted the American Public Works Association Standard Specifications for Public Works Construction ("Greenbook") as its standard specification for sewer projects. The Greenbook specifications for pipeline rehabilitation are used as the standard for City projects. 2) Contains procedures and standards for inspecting and testing the installation of new sewers, other appurtenances and for rehabilitation and repair projects. Inspection and testing of new construction is accomplished by trained City Public Works Agency construction inspectors. These inspectors ensure that all sewer projects are completed in accordance with the City's standards. April 2020 5-1 19F-24 of Santa Ana Section 5: Design and Provisions 5.3 Supporting Documents The following documents, attached as appendices, support the City's Design and Performance Provisions, thereby allowing the City to comply with the Design and Performance Provisions requirements of the WDR: • The City of Santa Ana Standard Plans for Sanitary Sewers, Public Works Agency, Appendix F. • The City of Santa Ana Standard Specifications of Sewer Construction, Public Works Agency, Appendix G Additionally, the following documents also support the City's Design Provisions, and are available from the City's Water Resources Division. Due to the size of these documents, they have not been attached as appendices. • Standard Specifications for Public Works Construction, Latest Edition adopted by The Greenbook Committee of Public Works Standards, Inc. • Standard Plans for Public Works, 2019 Edition as promulgated by the "Greenbook" Committee of Public Works Standards, Inc. April 2020 5-2 19F-25 of Santa Ana Section 6: none Plan Section 6: Overflow Emergency Response Plan This section of the SSMP presents the City's sanitary sewer overflow emergency response plan and supporting program elements. 6.1 Requirements for Overflow Emergency Response Plan Element The City shall develop and implement and overflow emergency response plan that identifies measures to protect public health and the environment. At a minimum, this plan must include the following: 1) Proper notification procedures so that primary responders and regulatory agencies are informed of all SSOs in a timely manner; 2) A program to ensure an appropriate response to all overflows; 3) Procedures which ensure prompt notification to appropriate regulatory agencies and other potentially affected entities (e.g. health agencies, Regional Water Boards, water suppliers, etc.) of all SSOs that potentially affect public health or reach the waters of the State in accordance with the Monitoring and Reporting Program (MRP). All SSOs shall be reported in accordance with this MRP, the California Water Code, other State Law, and other applicable Regional Water Boards WDR's or National Pollution Discharge Elimination System (NPDES) permit requirements. The SSMP should identify the officials who will receive immediate notification; 4) Procedures to ensure that appropriate staff and contractor personnel are aware of and follow the Emergency Response Plan and are appropriately trained; 5) Procedures to address emergency operations, such as traffic and crowd control and other necessary response activities; and 6) A program to ensure that all reasonable steps are taken to contain and prevent the discharge of untreated and partially treated wastewater to waters of the United States and to minimize or correct any adverse impact on the environment resulting from the SSOs, including such accelerated or additional monitoring as may be necessary to determine the nature and impact of the discharge. 6.2 Summary The City has outlined specific measures to protect public health and the environment in its Sewer Spill Procedures (Appendix Q. These procedures contain a plan for responding and reporting to SSOs which includes, but is not limited to, the following: 1) The City's Sewage Spill Procedures outlines the proper SSO notification procedures, thereby ensuring that primary responders and regulatory agencies are informed of all SSOs in a timely manner; 2) City policy is to respond to all spills within the City whether on public or private property and to take all steps possible to prevent the spills from reaching the storm drains, flood control channels, or waters of the State, all in accordance with the waste discharge requirements. The City's Sewage Spill Procedures contains a program to ensure an appropriate response to all types overflows; April 2020 6-1 19F-26 of Santa Ana Section 6: none Plan 3) The City's Sewage Spill Procedures outlines the procedures which ensure prompt notification to appropriate regulatory agencies and other potentially affected entities of all SSOs that potentially affect public health or reach the waters of the State in accordance with the Monitoring and Reporting Program (MRP). In addition, agencies to be notified include the Orange County Health Care Agency (OCHCA), and the California State Office of Emergency Services (OES), if necessary. These procedures also identify the officials who will receive immediate notification; 4) The City conducts internal training sessions to ensure familiarity with these procedures and prepare staff for an SSO event, from initial notification to SSO report documentation, including any necessary emergency activities, such as traffic control. In addition, City staff attend the OCSD SSO simulation training seminars whenever they are conducted by OCSD; 5) City of Santa Ana sewer maintenance staff is trained in the placement of traffic control and can respond to all but the most extreme emergencies. If a spill necessitates extensive traffic and or crowd control, the City's Police Department is contacted. Officers are trained in traffic and crowd control during emergency situations. These procedures are also addressed in the City's Sewage Spill Procedures; and 6) The City's Sewage Spill Procedures ensure that all reasonable steps are taken to contain and prevent the discharge of untreated and partially treated wastewater to waters of the United States and to minimize or correct any adverse impact on the environment resulting from the SSOs. The City relies on the Orange County Health Care Agency (OCHCA) for monitoring water quality and posting beach closures. All spills are reported immediately to the OCHCA office. The City also has procedures for conducting water quality sampling and preparing an SSO Technical Report for any Category 1 SSO in which 50,000 gallons or greater are spill to surface waters. 6.3 Supporting Documents The following documents allow the City to comply with the overflow and emergency response plan requirements of the WDR, and are attached as appendices. • Sewage Spill Procedures, City of Santa Ana, Water Resources Division, Appendix C. April 2020 6-2 19F-27 of Santa Ana Section 7: FOG Control Section 7: Fats, Oils and Grease (FOG) Control Program This section of the SSMP presents the City's FOG Control Program for preventing FOG discharge and accumulation in the sanitary sewer system. 7.1 Requirements for FOG Control Program Element The City's FOG Control Program helps reduce the amount of FOG discharged into the sanitary sewer system, by including: 1) A plan and schedule for the disposal of FOG generated within the sanitary sewer system service area, and a list of acceptable disposal facilities. 2) Legal authority to prohibit discharges to the system and identify measures to prevent SSOs and blockages caused by FOG. 3) Requirements to install grease removal devices, design standards for the removal devices, maintenance requirements, BMP requirements, record keeping and reporting requirements. 4) Authority to inspect grease producing facilities, enforcement authorities, and sufficient staff to inspect and enforce the FOG ordinance. 5) Identification of sanitary sewer system sections subject to FOG blockages and establishment of a cleaning maintenance schedule for each section. 6) Development and implementation of source control measures for all sources of FOG discharged to the sanitary sewer system for each section identified. 7) Implementation of a plan and schedule for a public education outreach program that promotes proper disposal of FOG. 7.2 Summary To reduce the amount of FOG discharged into the City's sanitary sewer system, the City has developed a FOG Control Program. The City has identified all Food Service Establishments (FSE) within its service area as part of a monitoring and surveillance program, as per Ordinance No. NS 2921. Accordingly, these FSE's must submit building plans in order to receive sewer service. This process includes an interceptor sizing component and an Interceptor Maintenance Plan, which includes the City's maintenance requirements, BMP requirements, record keeping and reporting requirements. A list of all FSE's is maintained by the City in an FSE Access database and includes all grease removal equipment and documentation requirements. The City has identified the sections of its sanitary sewer system subject to high levels of FOG, and has developed an Operation and Maintenance Program which includes a higher frequency (typically monthly) cleaning schedule for each of these sections. FSEs located upstream of these locations are subsequently inspected more frequently to help control the FOG discharge. Elements of the FOG Control Program includes: April 2020 7-1 19F-28 7 of Santa Ana Section 7: FOG Control Program 1) The City requires that each FSE maintain a plan and schedule for the disposal of FOG generated by its activities. The plan and schedule can be found within the FOG Control Program Manual's Appendix C. 2) In January of 2005, the City of Santa Ana implemented a FOG Control Program that includes all of the required WDR elements. A copy of the FOG Control Program Manual was submitted to the Regional Board in January, 2005. The FOG Control Program Manual is incorporated, by reference, into the SSMP and was recently updated in December 2019. All elements of the FOG Control Program are currently being implemented by a combination of City staff and consultants. The City's FOG Ordinance (Ordinance No. NS 2921) provides the legal authority necessary to enforce the FOG program. 3) The City's requirements to install grease removal devices are discussed in Section 4.3 — FOG Wastewater Discharge Requirements of the City of Santa Ana Fats, Oils, and Grease (FOG) Control Program Manual. This section, and related sections in the FOG Control Program Manual also describe the requirements for design standards for the removal devices, maintenance requirements, BMP requirements, and record keeping and reporting requirements. 4) The City has legal authority to inspect grease producing facilities established in Ordinance No. NS 2921 and the FOG Control Program Manual, and enforces any violation of the sewer ordinance in accordance with City requirements. The City has sufficient staff to provide inspections of each grease removal device in its service area at least once per year. 5) The City has identified sections of its sanitary sewer system subject to high levels of FOG in its Digital Sewer Atlas (infraMAP). Accordingly, the City's Operation and Maintenance Program includes a higher frequency (typically monthly) cleaning schedule for each of these sections. These measures have prevented FOG related SSOs from occurring. Using infraMAP, the City can also pinpoint inspections to focus on these sections identified with high FOG accumulation. Inspection results and inspection history is stored in the infraMAP database and evaluated periodically. The City of Santa Ana has created an "Enhanced Maintenance Location (EML) Database" as a part of the Sewer System Infrastructure Management System. These EMLs along with siphons are cleaned on a weekly or monthly basis, depending on the severity of the problem. 6) The City has developed and implemented source control measures for all sources of FOG discharged to the sanitary sewer system for each section of the Sewer Line Problem Areas identified by adopting Ordinance No. NS 2921. A major collaborative effort took place in this SSMP requirement during the development of the City's existing SSMP. A FOG Control Program Manual was developed to specify the key elements of the ongoing FOG Control Program, and will be further discussed and updated (when necessary) as required in the WDR. A comprehensive FOG source identification investigation process is being implemented and refined as part of the FOG Control Program. The process incorporates CCTV investigation along with FSE inspections to determine the sources of FOG discharges to sewer system EMLs. The source identification process is included in the FOG Control Program Manual. 7) City Staff and the City's FOG Program consultant meets with FSE owners during inspections, and as needed, to discuss the City's FOG Control Program and proper grease control device maintenance. The April 2020 19F-29 7-2 of Santa Ana Section 7: FOG Control City has developed formal literature to bed isserninated during these meetings. The City also distributed FOG educational materials to residential communities associated with high levels of FOG discharge. 7.3 Supporting Documents The following documents, attached as appendices, support the City's FOG Control Program, thereby assist the City to comply with the FOG Control Program requirements of the Statewide General Waste Discharge Requirements (WDR): • City of Santa Ana Municipal Code, Chapter 39, Appendix D; • Ordinance No. NS-2921, Appendix E; • The City of Santa Ana Standard Plans for Sanitary Sewers, Public Works Agency, Appendix F; • The City of Santa Ana Standard Specifications of Sewer Construction, Public Works Agency, Appendix G; • The City of Santa Ana FOG Control Program Manual, Appendix K; • A Collection of Regulations and Logs which support the FOG Control Program, Appendix L: o FOG Rules and Regulations (English) o FOG Rules and Regulations (Spanish) o FOG Worksite Poster o FSE Employee Training Log o FSE GRE Maintenance Log o FSE Lateral Maintenance Log o FSE Waste Grease Log April 2020 7-3 19F-30 of Santa Ana Section 8: System Evaluation and V Assurance Plan Section 8: System Evaluation and Capacity Assurance Plan This section of the SSMP presents the City's sanitary sewer system evaluation and capacity assurance plan. 8.1 Requirements for System Evaluation and Capacity Assurance Plan Element The City has prepared and implemented a Capital Improvement Program (CIP) that will provide adequate hydraulic capacity of key sanitary sewer system elements for dry weather peak flow conditions, as well as the appropriate design for storm or wet weather event. The City's Sewer Master Plan encompasses the following components: 1) Evaluation - Actions needed to evaluate those portions of the sanitary sewer system that are experiencing or contributing to an SSO discharge. The evaluation provides estimates of peak flows (including flows from SSOs that escape from the system) associated with conditions similar to those causing overflow events, estimates of the capacity of key system components, hydraulic deficiencies (including components of the system with limiting capacity) and the major sources that contribute to the peak flows associated with overflow events. 2) Design Criteria -Where design criteria do not exist or are deficient, undertake the evaluation identified in (1) above to establish appropriate design criteria. 3) Capacity Enhancement Measures -The steps needed to establish a short- and long-term CIP to address identified hydraulic deficiencies, including prioritization, alternatives analysis, and schedules. The CIP may include increases in pipe size, 1/1 reduction programs, increases and redundancy in pumping capacity, and storage facilities. The CIP shall include an implementation schedule and shall identify sources of funding. 4) Schedule —The City has developed a schedule for all portions of the CIP developed in (1)-(3) above. This schedule shall be reviewed and updated consistent with the SSMP review and update requirements. 8.2 Summary The City maintains a Sewer Master Plan which addresses the requirements outlined above. The elements of the Sewer Master Plan includes: 1) The 2016 Sewer Master Plan Update and Infiltration and Inflow Study analyzed the capacity of larger city sewers (generally 10 inch diameter and larger) for peak flow conditions under both dry and wet weather conditions. Deficient sewer line segments are identified for prioritization in the capital replacement program. The 2016 Sewer System Master Plan includes a list of recommended projects to address existing and future capacity deficiencies. The projects are grouped in four different priority categories, with priority 1 being the highest priority category and 4 being the lowest priority category. A copy of this Master Plan document has been provided to the Regional Board in digital format. April 2020 8-1 19F-31 7 of Santa Ana Section 8: System Evaluation and Ca PAssurance Plan 2) The City's Sanitary Sewer Standard Specifications and the Standard Plans for Sanitary Sewers and Design Guidelines for Water and Sewer Facilities outline the appropriate design criteria necessary to ensure sufficient capacity, as well as preserve the estimated life -cycle of wastewater infrastructure. Any design that is not encompassed by the City Standards shall be sufficiently reviewed to ensure proper design and construction of the facility. 3) The City has established a Capital Improvement Program (CIP) to address projected hydraulic deficiencies. The CIP is included in the City of Santa Ana Sewer Master Plan, and includes projected cost estimates, alternatives analyses and project prioritization. The City's Sewer Enterprise Funds describe how the City proposes to continue to pay for the CIP, by noting fund balances, funding sources and fund uses. The Sewer Master Plan Update contains a list of each projects identified as necessary to increase the capacity of portions of the system. The projects are grouped by priority into four categories, with priority category one being the highest. The projects are being addressed based upon the priorities. 4) The City has developed its CIP, as presented above, and plans to review and update it accordingly as projects are completed and ongoing CCTV efforts identify additional areas of consideration. 8.3 Supporting Documents Thefollowing documents, attached as appendices, support the City's System Evaluation and Capacity Assurance Plan, thereby allowing the City to comply with the System Evaluation and Capacity Assurance Plan requirements of the WDR: • The City of Santa Ana Standard Plans for Sanitary Sewers, Public Works Agency, Appendix F. Additionally, the following documents also support the City's System Evaluation and Capacity Assurance Plan, and are available from the City's Water Resources Division. Due to the size of these documents, they have not been attached as appendices. • City of Santa Ana Sewer Master Plan — Final Report, December 2016 April 2020 B-Z 19F-32 7 of Santa Ana Section 9: Monitoring Measurement and Pro Section 9: Monitoring, Measurement and Program Modifications This section of the SSMP presents the City's monitoring, measurement and Program modifications for the sanitary sewer system. 9.1 Requirements for Monitoring, Measurement and Program Modifications Element The City's Monitoring, Measurement, and Program Modifications shall encompass the following components: 1) Maintain relevant information that can be used to establish and prioritize appropriate SSMP activities; 2) Monitor the implementation and, where appropriate, measure the effectiveness of each element of the SSMP; 3) Assess the success of the preventative maintenance program; 4) Update program elements, as appropriate, based on monitoring or performance evaluations; and 5) Identify and illustrate SSO trends, including: frequency, location, and volume. 9.2 Summary The City evaluates the following Monitoring, Measurement, and Program Modifications Metrics for the sanitary sewer system and all elements of the SSMP: The SSMP elements are discussed periodically throughout the year during regular staff meetings with the Water Resources Manager and the division supervisors. Additional meetings to assess the effectiveness of individual elements are held as needed. Major studies, such as the Sewer Master Plan update and Infiltration and Inflow Study are also used to measure the effectiveness of the SSMP and make revisions as appropriate. The City tracks the location and cause of all SSOs, blockages, and gravity main EMLs. The City maintains a log of all cleaning activity, which details the size, material and location of each pipe cleaned, as well as the equipment utilized, and any relevant remarks observed during the cleaning. The City utilizes field data acquisition software (infra Map), which utilizes ESRI software for preventative maintenance tracking and work orders. City Field Staff observe all gravity mains and manholes during routine cleaning, and conduct localized video inspections when their observations warrant further investigation. Additionally, the City conducts system -wide video inspections and each pipe is given a score based on the National Association of Sewer Service Companies' (NASSCO) pipeline rating system. All ratings are incorporated in into the GIS so that all scoring is associated with a corresponding pipe that has been inspected. These ratings, as well as the observed condition of each pipeline, allow the City to identify gravity mains that are at risk of collapse or prone to more frequent blockages due to pipe defects. April 2020 9-1 19F-33 7 of Santa Ana Section 9: Monitoring Measurement and Pro The City identifies all food preparation and service locations within the city limits as part of its monitoring and surveillance program. A list of all such customers is maintained by the City's FOG control consultant in its databases as well as in the City's digital atlas maps. All interceptors are inspected at least once a year by the City's Inspectors as well as the City's FOG control consultant in accordance with the City's FOG Control Program Manual. In order to monitor the implementation and measure the effectiveness of the SSMP, the City tracks several performance indicators, including: • Number and location of SSOs over the past 12 months, distinguishing between dry weather overflows and wet weather overflows; • Volume distribution of SSOs (e.g. number of SSOs < 100 gallons, 100 to 999 gallons, 1,000 to 9,999 gallons, > 10,000 gallons); • Number of gravity grease interceptors inspected over the past 12 months; • Miles of gravity mains cleaned over the past 12 months; The SSMP and its elements will be updated in accordance with the results of the monitoring described above. To date, revisions have been made to the FOG Control Program Manual as well as the Sewer Spill Procedures. 9.3 Supporting Documents The following documents allow the City to comply with the Monitoring, Measurement, and Program Modifications requirements of the WDR, and are attached as appendices. • A sample of the City's Video Inspection Log and Inspection Report, Appendix H. April 2020 9-2 19F-34 of Santa Ana Section 10: SSMP Program Audits Section 10: SSMP Program Audits This section of the SSMP presents the City's SSMP program audits. 10.1 Requirements for SSMP Program Audits Element The City is required to conduct periodic internal audits, appropriate to the size of the system and the number of SSOs. At a minimum, these audits must occur every two years and a report must be prepared and kept on file. This audit shall focus on evaluating the effectiveness of the SSMP and the City's compliance with the SSMP requirements identified in Section D, 13 of Order No. 2006-0003-DWQ, including the identification of any deficiencies in the SSMP and steps to correct them. 10.2 Summary The City conducts internal audits once every two years evaluating its SSMP and its compliance with the requirements of Order No. 2006-0003-DWQ. A report of the audit results is prepared after each audit and is available upon request. The internal audits include, but are not limited to the following: • A review of this SSMP document to ensure compliance with the regulations established in the State Water Resources Control Board's Order No. 2006-0003-DWQ.; • A review of any supporting documents listed in this SSMP; • SSMP implementation efforts over the past two years; • A description of additions and improvements made to the sanitary sewer collections system during the past two years; • A description of additions and improvements planned for the upcoming two years; • A list of deficiencies, if identified, and a plan to correct the identified deficiencies. 10.3 Supporting Documents There are no applicable documents for this section. April 2020 10-1 19F-35 of Santa Ana Section 11: SSMP Communication Section 11: Communication Program This section of the SSMP presents the City's communication program. 11.1 Requirements for Communication Program Element The City should communicate on a regular basis with the public on the development, implementation, and performance of its SSMP. The communication system shall provide the public the opportunity to provide input to the City as the program is developed and implemented. The City shall also create a plan of communication with systems that are tributary and / or satellite to the City's sanitary sewer system. 11.2 Summary The Water Resources Manager provides interested parties with status updates on the implementation of the components of the SSMP and also considers comments made by interested parties. Additionally, the City's website (www.santa-ana.org) presents information about on -going efforts, general information, as well as meeting agendas and minutes. The SSMP and supporting documents are also available for review on the City's website, and the SSMP has been uploaded to and made available on the State's CIWQS website. 11.3 Supporting Documents There are no applicable documents for this section. April 2020 11-1 19F-36 APPENDIX A SWRCB ORDER NO. 2006-0003-DWQ 19F-37 STATE WATER RESOURCES CONTROL BOARD ORDER NO. 2006-0003-DWO STATEWIDE GENERAL WASTE DISCHARGE REQUIREMENTS FOR SANITARY SEWER SYSTEMS The State Water Resources Control Board, hereinafter referred to as "State Water Board", finds that: 1. All federal and state agencies, municipalities, counties, districts, and other public entities that own or operate sanitary sewer systems greater than one mile in length that collect and/or convey untreated or partially treated wastewater to a publicly owned treatment facility in the State of California are required to comply with the terms of this Order. Such entities are hereinafter referred to as "Enrollees". 2. Sanitary sewer overflows (SSOs) are overflows from sanitary sewer systems of domestic wastewater, as well as industrial and commercial wastewater, depending on the pattern of land uses in the area served by the sanitary sewer system. SSOs often contain high levels of suspended solids, pathogenic organisms, toxic pollutants, nutrients, oxygen -demanding organic compounds, oil and grease and other pollutants. SSOs may cause a public nuisance, particularly when raw untreated wastewater is discharged to areas with high public exposure, such as streets or surface waters used for drinking, fishing, or body contact recreation. SSOs may pollute surface or ground waters, threaten public health, adversely affect aquatic life, and impair the recreational use and aesthetic enjoyment of surface waters. 3. Sanitary sewer systems experience periodic failures resulting in discharges that may affect waters of the state. There are many factors (including factors related to geology, design, construction methods and materials, age of the system, population growth, and system operation and maintenance), which affect the likelihood of an SSO. A proactive approach that requires Enrollees to ensure a system -wide operation, maintenance, and management plan is in place will reduce the number and frequency of SSOs within the state. This approach will in turn decrease the risk to human health and the environment caused by SSOs. 4. Major causes of SSOs include: grease blockages, root blockages, sewer line flood damage, manhole structure failures, vandalism, pump station mechanical failures, power outages, excessive storm or ground water inflow/infiltration, debris blockages, sanitary sewer system age and construction material failures, lack of proper operation and maintenance, insufficient capacity and contractor - caused damages. Many SSOs are preventable with adequate and appropriate facilities, source control measures and operation and maintenance of the sanitary sewer system. 19F-38 State Water Resources Control Board Order No. 2006-0003-D WQ Page 2 of 20 Statewide General WDR For Wastewater Collection Agencies 512106 SEWER SYSTEM MANAGEMENT PLANS 5. To facilitate proper funding and management of sanitary sewer systems, each Enrollee must develop and implement a system -specific Sewer System Management Plan (SSMP). To be effective, SSMPs must include provisions to provide proper and efficient management, operation, and maintenance of sanitary sewer systems, while taking into consideration risk management and cost benefit analysis. Additionally, an SSMP must contain a spill response plan that establishes standard procedures for immediate response to an SSO in a manner designed to minimize water quality impacts and potential nuisance conditions. 6. Many local public agencies in California have already developed SSMPs and implemented measures to reduce SSOs. These entities can build upon their existing efforts to establish a comprehensive SSMP consistent with this Order. Others, however, still require technical assistance and, in some cases, funding to improve sanitary sewer system operation and maintenance in order to reduce SSOs. 7. SSMP certification by technically qualified and experienced persons can provide a useful and cost-effective means for ensuring that SSMPs are developed and implemented appropriately. 8. It is the State Water Board's intent to gather additional information on the causes and sources of SSOs to augment existing information and to determine the full extent of SSOs and consequent public health and/or environmental impacts occurring in the State. 9. Both uniform SSO reporting and a centralized statewide electronic database are needed to collect information to allow the State Water Board and Regional Water Quality Control Boards (Regional Water Boards) to effectively analyze the extent of SSOs statewide and their potential impacts on beneficial uses and public health. The monitoring and reporting program required by this Order and the attached Monitoring and Reporting Program No. 2006-0003-DWQ, are necessary to assure compliance with these waste discharge requirements (WDRs). 10.Information regarding SSOs must be provided to Regional Water Boards and other regulatory agencies in a timely manner and be made available to the public in a complete, concise, and timely fashion. 11.Some Regional Water Boards have issued WDRs or WDRs that serve as National Pollution Discharge Elimination System (NPDES) permits to sanitary sewer system owners/operators within their jurisdictions. This Order establishes minimum requirements to prevent SSOs. Although it is the State Water Board's intent that this Order be the primary regulatory mechanism for sanitary sewer systems statewide, Regional Water Boards may issue more stringent or more 19F-39 State Water Resources Control Board Order No. 2006-0003-D WQ Page 3 of 20 Statewide General WDR For Wastewater Collection Agencies 512106 prescriptive WDRs for sanitary sewer systems. Upon issuance or reissuance of a Regional Water Board's WDRs for a system subject to this Order, the Regional Water Board shall coordinate its requirements with stated requirements within this Order, to identify requirements that are more stringent, to remove requirements that are less stringent than this Order, and to provide consistency in reporting. REGULATORY CONSIDERATIONS 12. California Water Code section 13263 provides that the State Water Board may prescribe general WDRs for a category of discharges if the State Water Board finds or determines that: • The discharges are produced by the same or similar operations; • The discharges involve the same or similar types of waste; • The discharges require the same or similar treatment standards; and • The discharges are more appropriately regulated under general discharge requirements than individual discharge requirements. This Order establishes requirements for a class of operations, facilities, and discharges that are similar throughout the state. 13.The issuance of general WDRs to the Enrollees will: a) Reduce the administrative burden of issuing individual WDRs to each Enrollee; b) Provide for a unified statewide approach for the reporting and database tracking of SSOs; c) Establish consistent and uniform requirements for SSMP development and implementation; d) Provide statewide consistency in reporting; and e) Facilitate consistent enforcement for violations. 14.The beneficial uses of surface waters that can be impaired by SSOs include, but are not limited to, aquatic life, drinking water supply, body contact and non - contact recreation, and aesthetics. The beneficial uses of ground water that can be impaired include, but are not limited to, drinking water and agricultural supply. Surface and ground waters throughout the state support these uses to varying degrees. 15.The implementation of requirements set forth in this Order will ensure the reasonable protection of past, present, and probable future beneficial uses of water and the prevention of nuisance. The requirements implement the water quality control plans (Basin Plans) for each region and take into account the environmental characteristics of hydrographic units within the state. Additionally, the State Water Board has considered water quality conditions that could reasonably be achieved through the coordinated control of all factors that affect 19F-40 State Water Resources Control Board Order No. 2006-0003-D WQ Page 4 of 20 Statewide General WDR For Wastewater Collection Agencies 512106 water quality in the area, costs associated with compliance with these requirements, the need for developing housing within California, and the need to develop and use recycled water. 16.The Federal Clean Water Act largely prohibits any discharge of pollutants from a point source to waters of the United States except as authorized under an NPDES permit. In general, any point source discharge of sewage effluent to waters of the United States must comply with technology -based, secondary treatment standards, at a minimum, and any more stringent requirements necessary to meet applicable water quality standards and other requirements. Hence, the unpermitted discharge of wastewater from a sanitary sewer system to waters of the United States is illegal under the Clean Water Act. In addition, many Basin Plans adopted by the Regional Water Boards contain discharge prohibitions that apply to the discharge of untreated or partially treated wastewater. Finally, the California Water Code generally prohibits the discharge of waste to land prior to the filing of any required report of waste discharge and the subsequent issuance of either WDRs or a waiver of WDRs. 17. California Water Code section 13263 requires a water board to, after any necessary hearing, prescribe requirements as to the nature of any proposed discharge, existing discharge, or material change in an existing discharge. The requirements shall, among other things, take into consideration the need to prevent nuisance. 18.California Water Code section 13050, subdivision (m), defines nuisance as anything which meets all of the following requirements: a. Is injurious to health, or is indecent or offensive to the senses, or an obstruction to the free use of property, so as to interfere with the comfortable enjoyment of life or property. b. Affects at the same time an entire community or neighborhood, or any considerable number of persons, although the extent of the annoyance or damage inflicted upon individuals may be unequal. c. Occurs during, or as a result of, the treatment or disposal of wastes. 19.This Order is consistent with State Water Board Resolution No. 68-16 (Statement of Policy with Respect to Maintaining High Quality of Waters in California) in that the Order imposes conditions to prevent impacts to water quality, does not allow the degradation of water quality, will not unreasonably affect beneficial uses of water, and will not result in water quality less than prescribed in State Water Board or Regional Water Board plans and policies. 20.The action to adopt this General Order is exempt from the California Environmental Quality Act (Public Resources Code §21000 et seq.) because it is an action taken by a regulatory agency to assure the protection of the environment and the regulatory process involves procedures for protection of the environment. (Cal. Code Regs., tit. 14, §15308). In addition, the action to adopt 19F-41 State Water Resources Control Board Order No. 2006-0003-D WQ Page 5 of 20 Statewide General WDR For Wastewater Collection Agencies 512106 this Order is exempt from CEQA pursuant to Cal.Code Regs., title 14, §15301 to the extent that it applies to existing sanitary sewer collection systems that constitute "existing facilities" as that term is used in Section 15301, and §15302, to the extent that it results in the repair or replacement of existing systems involving negligible or no expansion of capacity. 21.The Fact Sheet, which is incorporated by reference in the Order, contains supplemental information that was also considered in establishing these requirements. 22.The State Water Board has notified all affected public agencies and all known interested persons of the intent to prescribe general WDRs that require Enrollees to develop SSMPs and to report all SSOs. 23.The State Water Board conducted a public hearing on February 8, 2006, to receive oral and written comments on the draft order. The State Water Board received and considered, at its May 2, 2006, meeting, additional public comments on substantial changes made to the proposed general WDRs following the February 8, 2006, public hearing. The State Water Board has considered all comments pertaining to the proposed general WDRs. IT IS HEREBY ORDERED, that pursuant to California Water Code section 13263, the Enrollees, their agents, successors, and assigns, in order to meet the provisions contained in Division 7 of the California Water Code and regulations adopted hereunder, shall comply with the following: A. DEFINITIONS 1. Sanitary sewer overflow (SSO) - Any overflow, spill, release, discharge or diversion of untreated or partially treated wastewater from a sanitary sewer system. SSOs include: (i) Overflows or releases of untreated or partially treated wastewater that reach waters of the United States; (ii) Overflows or releases of untreated or partially treated wastewater that do not reach waters of the United States; and (iii) Wastewater backups into buildings and on private property that are caused by blockages or flow conditions within the publicly owned portion of a sanitary sewer system. 2. Sanitary sewer system — Any system of pipes, pump stations, sewer lines, or other conveyances, upstream of a wastewater treatment plant headworks used to collect and convey wastewater to the publicly owned treatment facility. Temporary storage and conveyance facilities (such as vaults, temporary piping, construction trenches, wet wells, impoundments, tanks, etc.) are considered to be part of the sanitary sewer system, and discharges into these temporary storage facilities are not considered to be SSOs. 19F-42 State Water Resources Control Board Order No. 2006-0003-D WQ Page 6 of 20 Statewide General WDR For Wastewater Collection Agencies 512106 For purposes of this Order, sanitary sewer systems include only those systems owned by public agencies that are comprised of more than one mile of pipes or sewer lines. 3. Enrollee - A federal or state agency, municipality, county, district, and other public entity that owns or operates a sanitary sewer system, as defined in the general WDRs, and that has submitted a complete and approved application for coverage under this Order. 4. SSO Reporting System — Online spill reporting system that is hosted, controlled, and maintained by the State Water Board. The web address for this site is http://ciwgs.waterboards.ca.gov. This online database is maintained on a secure site and is controlled by unique usernames and passwords. 5. Untreated or partially treated wastewater —Any volume of waste discharged from the sanitary sewer system upstream of a wastewater treatment plant headworks. 6. Satellite collection system — The portion, if any, of a sanitary sewer system owned or operated by a different public agency than the agency that owns and operates the wastewater treatment facility to which the sanitary sewer system is tributary. 7. Nuisance - California Water Code section 13050, subdivision (m), defines nuisance as anything which meets all of the following requirements: a. Is injurious to health, or is indecent or offensive to the senses, or an obstruction to the free use of property, so as to interfere with the comfortable enjoyment of life or property. b. Affects at the same time an entire community or neighborhood, or any considerable number of persons, although the extent of the annoyance or damage inflicted upon individuals may be unequal. c. Occurs during, or as a result of, the treatment or disposal of wastes. B. APPLICATION REQUIREMENTS 1. Deadlines for Application — All public agencies that currently own or operate sanitary sewer systems within the State of California must apply for coverage under the general WDRs within six (6) months of the date of adoption of the general WDRs. Additionally, public agencies that acquire or assume responsibility for operating sanitary sewer systems after the date of adoption of this Order must apply for coverage under the general WDRs at least three (3) months prior to operation of those facilities. 2. Applications under the general WDRs — In order to apply for coverage pursuant to the general WDRs, a legally authorized representative for each agency must submit a complete application package. Within sixty (60) days of adoption of the general WDRs, State Water Board staff will send specific instructions on how to 19F-43 State Water Resources Control Board Order No. 2006-0003-D WQ Page 7 of 20 Statewide General WDR For Wastewater Collection Agencies 512106 apply for coverage under the general WDRs to all known public agencies that own sanitary sewer systems. Agencies that do not receive notice may obtain applications and instructions online on the Water Board's website. 3. Coverage under the general WDRs — Permit coverage will be in effect once a complete application package has been submitted and approved by the State Water Board's Division of Water Quality. C. PROHIBITIONS Any SSO that results in a discharge of untreated or partially treated wastewater to waters of the United States is prohibited. 2. Any SSO that results in a discharge of untreated or partially treated wastewater that creates a nuisance as defined in California Water Code Section 13050(m) is prohibited. D. PROVISIONS The Enrollee must comply with all conditions of this Order. Any noncompliance with this Order constitutes a violation of the California Water Code and is grounds for enforcement action. 2. It is the intent of the State Water Board that sanitary sewer systems be regulated in a manner consistent with the general WDRs. Nothing in the general WDRs shall be: (i) Interpreted or applied in a manner inconsistent with the Federal Clean Water Act, or supersede a more specific or more stringent state or federal requirement in an existing permit, regulation, or administrative/judicial order or Consent Decree; (ii) Interpreted or applied to authorize an SSO that is illegal under either the Clean Water Act, an applicable Basin Plan prohibition or water quality standard, or the California Water Code; (iii) Interpreted or applied to prohibit a Regional Water Board from issuing an individual NPDES permit or WDR, superseding this general WDR, for a sanitary sewer system, authorized under the Clean Water Act or California Water Code; or (iv) Interpreted or applied to supersede any more specific or more stringent WDRs or enforcement order issued by a Regional Water Board. 3. The Enrollee shall take all feasible steps to eliminate SSOs. In the event that an SSO does occur, the Enrollee shall take all feasible steps to contain and mitigate the impacts of an SSO. 4. In the event of an SSO, the Enrollee shall take all feasible steps to prevent untreated or partially treated wastewater from discharging from storm drains into 19F-44 State Water Resources Control Board Order No. 2006-0003-D WQ Page 8 of 20 Statewide General WDR For Wastewater Collection Agencies 512106 flood control channels or waters of the United States by blocking the storm drainage system and by removing the wastewater from the storm drains. 5. All SSOs must be reported in accordance with Section G of the general WDRs. 6. In any enforcement action, the State and/or Regional Water Boards will consider the appropriate factors under the duly adopted State Water Board Enforcement Policy. And, consistent with the Enforcement Policy, the State and/or Regional Water Boards must consider the Enrollee's efforts to contain, control, and mitigate SSOs when considering the California Water Code Section 13327 factors. In assessing these factors, the State and/or Regional Water Boards will also consider whether: (i) The Enrollee has complied with the requirements of this Order, including requirements for reporting and developing and implementing a SSMP; (ii) The Enrollee can identify the cause or likely cause of the discharge event; (iii) There were no feasible alternatives to the discharge, such as temporary storage or retention of untreated wastewater, reduction of inflow and infiltration, use of adequate backup equipment, collecting and hauling of untreated wastewater to a treatment facility, or an increase in the capacity of the system as necessary to contain the design storm event identified in the SSMP. It is inappropriate to consider the lack of feasible alternatives, if the Enrollee does not implement a periodic or continuing process to identify and correct problems. (iv)The discharge was exceptional, unintentional, temporary, and caused by factors beyond the reasonable control of the Enrollee; (v) The discharge could have been prevented by the exercise of reasonable control described in a certified SSMP for: • Proper management, operation and maintenance; • Adequate treatment facilities, sanitary sewer system facilities, and/or components with an appropriate design capacity, to reasonably prevent SSOs (e.g., adequately enlarging treatment or collection facilities to accommodate growth, infiltration and inflow (1/1), etc.); • Preventive maintenance (including cleaning and fats, oils, and grease (FOG) control); • Installation of adequate backup equipment; and • Inflow and infiltration prevention and control to the extent practicable. (vi)The sanitary sewer system design capacity is appropriate to reasonably prevent SSOs. 19F-45 State Water Resources Control Board Order No. 2006-0003-D WQ Page 9 of 20 Statewide General WDR For Wastewater Collection Agencies 512106 (vii) The Enrollee took all reasonable steps to stop and mitigate the impact of the discharge as soon as possible. When a sanitary sewer overflow occurs, the Enrollee shall take all feasible steps and necessary remedial actions to 1) control or limit the volume of untreated or partially treated wastewater discharged, 2) terminate the discharge, and 3) recover as much of the wastewater discharged as possible for proper disposal, including any wash down water. The Enrollee shall implement all remedial actions to the extent they may be applicable to the discharge and not inconsistent with an emergency response plan, including the following: (i) Interception and rerouting of untreated or partially treated wastewater flows around the wastewater line failure; (ii) Vacuum truck recovery of sanitary sewer overflows and wash down water; (iii) Cleanup of debris at the overflow site; (iv) System modifications to prevent another SSO at the same location; (v) Adequate sampling to determine the nature and impact of the release; and (vi) Adequate public notification to protect the public from exposure to the SSO. 8. The Enrollee shall properly, manage, operate, and maintain all parts of the sanitary sewer system owned or operated by the Enrollee, and shall ensure that the system operators (including employees, contractors, or other agents) are adequately trained and possess adequate knowledge, skills, and abilities. 9. The Enrollee shall allocate adequate resources for the operation, maintenance, and repair of its sanitary sewer system, by establishing a proper rate structure, accounting mechanisms, and auditing procedures to ensure an adequate measure of revenues and expenditures. These procedures must be in compliance with applicable laws and regulations and comply with generally acceptable accounting practices. 10.The Enrollee shall provide adequate capacity to convey base flows and peak flows, including flows related to wet weather events. Capacity shall meet or exceed the design criteria as defined in the Enrollee's System Evaluation and Capacity Assurance Plan for all parts of the sanitary sewer system owned or operated by the Enrollee. 11.The Enrollee shall develop and implement a written Sewer System Management Plan (SSMP) and make it available to the State and/or Regional Water Board upon request. A copy of this document must be publicly available at the Enrollee's office and/or available on the Internet. This SSMP must be approved by the Enrollee's governing board at a public meeting. 19F-46 State Water Resources Control Board Order No. 2006-0003-DWQ Page 10 of 20 Statewide General WDR For Wastewater Collection Agencies 512106 12.In accordance with the California Business and Professions Code sections 6735, 7835, and 7835.1, all engineering and geologic evaluations and judgments shall be performed by or under the direction of registered professionals competent and proficient in the fields pertinent to the required activities. Specific elements of the SSMP that require professional evaluation and judgments shall be prepared by or under the direction of appropriately qualified professionals, and shall bear the professional(s)' signature and stamp. 13.The mandatory elements of the SSMP are specified below. However, if the Enrollee believes that any element of this section is not appropriate or applicable to the Enrollee's sanitary sewer system, the SSMP program does not need to address that element. The Enrollee must justify why that element is not applicable. The SSMP must be approved by the deadlines listed in the SSMP Time Schedule below. Sewer System Management Plan (SSMP) (i) Goal: The goal of the SSMP is to provide a plan and schedule to properly manage, operate, and maintain all parts of the sanitary sewer system. This will help reduce and prevent SSOs, as well as mitigate any SSOs that do occur. (ii) Organization: The SSMP must identify: (a) The name of the responsible or authorized representative as described in Section J of this Order. (b) The names and telephone numbers for management, administrative, and maintenance positions responsible for implementing specific measures in the SSMP program. The SSMP must identify lines of authority through an organization chart or similar document with a narrative explanation; and (c) The chain of communication for reporting SSOs, from receipt of a complaint or other information, including the person responsible for reporting SSOs to the State and Regional Water Board and other agencies if applicable (such as County Health Officer, County Environmental Health Agency, Regional Water Board, and/or State Office of Emergency Services (OES)). (iii) Legal Authority: Each Enrollee must demonstrate, through sanitary sewer system use ordinances, service agreements, or other legally binding procedures, that it possesses the necessary legal authority to: (a) Prevent illicit discharges into its sanitary sewer system (examples may include 1/I, stormwater, chemical dumping, unauthorized debris and cut roots, etc.); 19F-47 State Water Resources Control Board Order No. 2006-0003-DWQ Page 11 of 20 Statewide General WDR For Wastewater Collection Agencies 512106 (b) Require that sewers and connections be properly designed and constructed; (c) Ensure access for maintenance, inspection, or repairs for portions of the lateral owned or maintained by the Public Agency; (d) Limit the discharge of fats, oils, and grease and other debris that may cause blockages, and (e) Enforce any violation of its sewer ordinances. (iv) Operation and Maintenance Program. The SSMP must include those elements listed below that are appropriate and applicable to the Enrollee's system: (a) Maintain an up-to-date map of the sanitary sewer system, showing all gravity line segments and manholes, pumping facilities, pressure pipes and valves, and applicable stormwater conveyance facilities; (b) Describe routine preventive operation and maintenance activities by staff and contractors, including a system for scheduling regular maintenance and cleaning of the sanitary sewer system with more frequent cleaning and maintenance targeted at known problem areas. The Preventative Maintenance (PM) program should have a system to document scheduled and conducted activities, such as work orders; (c) Develop a rehabilitation and replacement plan to identify and prioritize system deficiencies and implement short-term and long- term rehabilitation actions to address each deficiency. The program should include regular visual and TV inspections of manholes and sewer pipes, and a system for ranking the condition of sewer pipes and scheduling rehabilitation. Rehabilitation and replacement should focus on sewer pipes that are at risk of collapse or prone to more frequent blockages due to pipe defects. Finally, the rehabilitation and replacement plan should include a capital improvement plan that addresses proper management and protection of the infrastructure assets. The plan shall include a time schedule for implementing the short- and long-term plans plus a schedule for developing the funds needed for the capital improvement plan; (d) Provide training on a regular basis for staff in sanitary sewer system operations and maintenance, and require contractors to be appropriately trained; and 19F-48 State Water Resources Control Board Order No. 2006-0003-DWQ Page 12 of 20 Statewide General WDR For Wastewater Collection Agencies 512106 (e) Provide equipment and replacement part inventories, including identification of critical replacement parts. (v) Design and Performance Provisions: (a) Design and construction standards and specifications for the installation of new sanitary sewer systems, pump stations and other appurtenances; and for the rehabilitation and repair of existing sanitary sewer systems; and (b) Procedures and standards for inspecting and testing the installation of new sewers, pumps, and other appurtenances and for rehabilitation and repair projects. (vi) Overflow Emergency Response Plan - Each Enrollee shall develop and implement an overflow emergency response plan that identifies measures to protect public health and the environment. At a minimum, this plan must include the following: (a) Proper notification procedures so that the primary responders and regulatory agencies are informed of all SSOs in a timely manner; (b) A program to ensure an appropriate response to all overflows; (c) Procedures to ensure prompt notification to appropriate regulatory agencies and other potentially affected entities (e.g. health agencies, Regional Water Boards, water suppliers, etc.) of all SSOs that potentially affect public health or reach the waters of the State in accordance with the MRP. All SSOs shall be reported in accordance with this MRP, the California Water Code, other State Law, and other applicable Regional Water Board WDRs or NPDES permit requirements. The SSMP should identify the officials who will receive immediate notification; (d) Procedures to ensure that appropriate staff and contractor personnel are aware of and follow the Emergency Response Plan and are appropriately trained; (e) Procedures to address emergency operations, such as traffic and crowd control and other necessary response activities; and (f) A program to ensure that all reasonable steps are taken to contain and prevent the discharge of untreated and partially treated wastewater to waters of the United States and to minimize or correct any adverse impact on the environment resulting from the SSOs, including such accelerated or additional monitoring as may be necessary to determine the nature and impact of the discharge. 19F-49 State Water Resources Control Board Order No. 2006-0003-DWQ Page 13 of 20 Statewide General WDR For Wastewater Collection Agencies 512106 (vii) FOG Control Program: Each Enrollee shall evaluate its service area to determine whether a FOG control program is needed. If an Enrollee determines that a FOG program is not needed, the Enrollee must provide justification for why it is not needed. If FOG is found to be a problem, the Enrollee must prepare and implement a FOG source control program to reduce the amount of these substances discharged to the sanitary sewer system. This plan shall include the following as appropriate: (a) An implementation plan and schedule for a public education outreach program that promotes proper disposal of FOG; (b) A plan and schedule for the disposal of FOG generated within the sanitary sewer system service area. This may include a list of acceptable disposal facilities and/or additional facilities needed to adequately dispose of FOG generated within a sanitary sewer system service area; (c) The legal authority to prohibit discharges to the system and identify measures to prevent SSOs and blockages caused by FOG; (d) Requirements to install grease removal devices (such as traps or interceptors), design standards for the removal devices, maintenance requirements, BMP requirements, record keeping and reporting requirements; (e) Authority to inspect grease producing facilities, enforcement authorities, and whether the Enrollee has sufficient staff to inspect and enforce the FOG ordinance; (f) An identification of sanitary sewer system sections subject to FOG blockages and establishment of a cleaning maintenance schedule for each section; and (g) Development and implementation of source control measures for all sources of FOG discharged to the sanitary sewer system for each section identified in (f) above. (viii) System Evaluation and Capacity Assurance Plan: The Enrollee shall prepare and implement a capital improvement plan (CIP) that will provide hydraulic capacity of key sanitary sewer system elements for dry weather peak flow conditions, as well as the appropriate design storm or wet weather event. At a minimum, the plan must include: (a) Evaluation: Actions needed to evaluate those portions of the sanitary sewer system that are experiencing or contributing to an SSO discharge caused by hydraulic deficiency. The evaluation must provide estimates of peak flows (including flows from SSOs 19F-50 State Water Resources Control Board Order No. 2006-0003-DWQ Page 14 of 20 Statewide General WDR For Wastewater Collection Agencies 512106 that escape from the system) associated with conditions similar to those causing overflow events, estimates of the capacity of key system components, hydraulic deficiencies (including components of the system with limiting capacity) and the major sources that contribute to the peak flows associated with overflow events; (b) Design Criteria: Where design criteria do not exist or are deficient, undertake the evaluation identified in (a) above to establish appropriate design criteria; and (c) Capacity Enhancement Measures: The steps needed to establish a short- and long-term CIP to address identified hydraulic deficiencies, including prioritization, alternatives analysis, and schedules. The CIP may include increases in pipe size, I/I reduction programs, increases and redundancy in pumping capacity, and storage facilities. The CIP shall include an implementation schedule and shall identify sources of funding. (d) Schedule: The Enrollee shall develop a schedule of completion dates for all portions of the capital improvement program developed in (a)-(c) above. This schedule shall be reviewed and updated consistent with the SSMP review and update requirements as described in Section D. 14. (ix) Monitoring, Measurement, and Program Modifications: The Enrollee shall: (a) Maintain relevant information that can be used to establish and prioritize appropriate SSMP activities; (b) Monitor the implementation and, where appropriate, measure the effectiveness of each element of the SSMP; (c) Assess the success of the preventative maintenance program; (d) Update program elements, as appropriate, based on monitoring or performance evaluations; and (e) Identify and illustrate SSO trends, including: frequency, location, and volume. (x) SSMP Program Audits - As part of the SSMP, the Enrollee shall conduct periodic internal audits, appropriate to the size of the system and the number of SSOs. At a minimum, these audits must occur every two years and a report must be prepared and kept on file. This audit shall focus on evaluating the effectiveness of the SSMP and the 19F-51 State Water Resources Control Board Order No. 2006-0003-DWQ Page 15 of 20 Statewide General WDR For Wastewater Collection Agencies 512106 Enrollee's compliance with the SSMP requirements identified in this subsection (D.13), including identification of any deficiencies in the SSMP and steps to correct them. (xi) Communication Program —The Enrollee shall communicate on a regular basis with the public on the development, implementation, and performance of its SSMP. The communication system shall provide the public the opportunity to provide input to the Enrollee as the program is developed and implemented. The Enrollee shall also create a plan of communication with systems that are tributary and/or satellite to the Enrollee's sanitary sewer system. 14. Both the SSMP and the Enrollee's program to implement the SSMP must be certified by the Enrollee to be in compliance with the requirements set forth above and must be presented to the Enrollee's governing board for approval at a public meeting. The Enrollee shall certify that the SSMP, and subparts thereof, are in compliance with the general WDRs within the time frames identified in the time schedule provided in subsection D.15, below. In order to complete this certification, the Enrollee's authorized representative must complete the certification portion in the Online SSO Database Questionnaire by checking the appropriate milestone box, printing and signing the automated form, and sending the form to: State Water Resources Control Board Division of Water Quality Attn: SSO Program Manager P.O. Box 100 Sacramento, CA 95812 The SSMP must be updated every five (5) years, and must include any significant program changes. Re -certification by the governing board of the Enrollee is required in accordance with D.14 when significant updates to the SSMP are made. To complete the re -certification process, the Enrollee shall enter the data in the Online SSO Database and mail the form to the State Water Board, as described above. 15.The Enrollee shall comply with these requirements according to the following schedule. This time schedule does not supersede existing requirements or time schedules associated with other permits or regulatory requirements. 19F-52 State Water Resources Control Board Order No. 2006-0003-DWQ Page 16 of 20 Statewide General WDR For Wastewater Collection Agencies 512106 Sewer System Management Plan Time Schedule Task and Completion Date Associated Section Population > Population Population Population < 100,000 between 100,000 between 10,000 2,500 and 10,000 and 2,500 Application for Permit Coverage 6 months after WDRs Adoption Section C Reporting Program 6 months after WDRs Adoption' Section G SSMP Development 9 months after 12 months after 15 months after 18 months after Plan and Schedule 2 WDRs Adoption 2 WDRs Adoption WDRs WDRs Nos specific Section Adoption2 Adoption Goals and Organization Structure 12 months after WDRs Adoption2 18 months after WDRs Adoption Section D 13 i & ii Overflow Emergency Response Program Section D 13 vi Legal Authority Section D 13 iii 24 months Adoption WDRs Adoption 30 months Adoption WDRs Adoption 36 months after WDRs 2 39 months after WDRs 2 Operation and Maintenance Program Adoption Adoption Section D 13 iv Grease Control Program Section D 13 vii Design and Performance Section D 13 v System Evaluation and Capacity Assurance 36 months after 39 months after 48 months after 51 months after Plan Section WDRs Adoption WDRs Adoption WDRs Adoption WDRs Adoption D 13 viii Final SSMP, incorporating all of the SSMP requirements Section D 13 19F-53 State Water Resources Control Board Order No. 2006-0003-DWQ Page 17 of 20 Statewide General WDR For Wastewater Collection Agencies 512106 In the event that by July 1, 2006 the Executive Director is able to execute a memorandum of agreement (MOA) with the California Water Environment Association (CWEA) or discharger representatives outlining a strategy and time schedule for CWEA or another entity to provide statewide training on the adopted monitoring program, SSO database electronic reporting, and SSMP development, consistent with this Order, then the schedule of Reporting Program Section G shall be replaced with the following schedule: Reporting Program Section G Regional Boards 4, 8, and 9 8 months after WDRs Adoption Regional Boards 1, 2, and 3 12 months after WDRs Adoption Regional Boards 5, 6, 16 months after WDRs Adoption and 7 If this MOU is not executed by July 1, 2006, the reporting program time schedule will remain six (6) months for all regions and agency size categories. 2. In the event that the Executive Director executes the MOA identified in note 1 by July 1, 2006, then the deadline for this task shall be extended by six (6) months. The time schedule identified in the MOA must be consistent with the extended time schedule provided by this note. If the MOA is not executed by July 1, 2006, the six (6) month time extension will not be granted. E. WDRs and SSMP AVAILABILITY A copy of the general WDRs and the certified SSMP shall be maintained at appropriate locations (such as the Enrollee's offices, facilities, and/or Internet homepage) and shall be available to sanitary sewer system operating and maintenance personnel at all times. F. ENTRY AND INSPECTION 1. The Enrollee shall allow the State or Regional Water Boards or their authorized representative, upon presentation of credentials and other documents as may be required by law, to: Enter upon the Enrollee's premises where a regulated facility or activity is located or conducted, or where records are kept under the conditions of this Order; b. Have access to and copy, at reasonable times, any records that must be kept under the conditions of this Order; 19F-54 State Water Resources Control Board Order No. 2006-0003-DWQ Page 18 of 20 Statewide General WDR For Wastewater Collection Agencies 512106 c. Inspect at reasonable times any facilities, equipment (including monitoring and control equipment), practices, or operations regulated or required under this Order; and d. Sample or monitor at reasonable times, for the purposes of assuring compliance with this Order or as otherwise authorized by the California Water Code, any substances or parameters at any location. G. GENERAL MONITORING AND REPORTING REQUIREMENTS 1. The Enrollee shall furnish to the State or Regional Water Board, within a reasonable time, any information that the State or Regional Water Board may request to determine whether cause exists for modifying, revoking and reissuing, or terminating this Order. The Enrollee shall also furnish to the Executive Director of the State Water Board or Executive Officer of the applicable Regional Water Board, upon request, copies of records required to be kept by this Order. 2. The Enrollee shall comply with the attached Monitoring and Reporting Program No. 2006-0003 and future revisions thereto, as specified by the Executive Director. Monitoring results shall be reported at the intervals specified in Monitoring and Reporting Program No. 2006-0003. Unless superseded by a specific enforcement Order for a specific Enrollee, these reporting requirements are intended to replace other mandatory routine written reports associated with SSOs. 3. All Enrollees must obtain SSO Database accounts and receive a "Username" and "Password" by registering through the California Integrated Water Quality System (CIWQS). These accounts will allow controlled and secure entry into the SSO Database. Additionally, within 30days of receiving an account and prior to recording spills into the SSO Database, all Enrollees must complete the "Collection System Questionnaire", which collects pertinent information regarding a Enrollee's collection system. The "Collection System Questionnaire" must be updated at least every 12 months. 4. Pursuant to Health and Safety Code section 5411.5, any person who, without regard to intent or negligence, causes or permits any untreated wastewater or other waste to be discharged in or on any waters of the State, or discharged in or deposited where it is, or probably will be, discharged in or on any surface waters of the State, as soon as that person has knowledge of the discharge, shall immediately notify the local health officer of the discharge. Discharges of untreated or partially treated wastewater to storm drains and drainage channels, whether man-made or natural or concrete -lined, shall be reported as required above. Any SSO greater than 1,000 gallons discharged in or on any waters of the State, or discharged in or deposited where it is, or probably will be, discharged in or on any surface waters of the State shall also be reported to the Office of Emergency Services pursuant to California Water Code section 13271. 19F-55 State Water Resources Control Board Order No. 2006-0003-DWQ Page 19 of 20 Statewide General WDR For Wastewater Collection Agencies 512106 H. CHANGE IN OWNERSHIP 1. This Order is not transferable to any person or party, except after notice to the Executive Director. The Enrollee shall submit this notice in writing at least 30 days in advance of any proposed transfer. The notice must include a written agreement between the existing and new Enrollee containing a specific date for the transfer of this Order's responsibility and coverage between the existing Enrollee and the new Enrollee. This agreement shall include an acknowledgement that the existing Enrollee is liable for violations up to the transfer date and that the new Enrollee is liable from the transfer date forward. I. INCOMPLETE REPORTS 1. If an Enrollee becomes aware that it failed to submit any relevant facts in any report required under this Order, the Enrollee shall promptly submit such facts or information by formally amending the report in the Online SSO Database. 1. All applications, reports, or information shall be signed and certified as follows: (i) All reports required by this Order and other information required by the State or Regional Water Board shall be signed and certified by a person designated, for a municipality, state, federal or other public agency, as either a principal executive officer or ranking elected official, or by a duly authorized representative of that person, as described in paragraph (ii) of this provision. (For purposes of electronic reporting, an electronic signature and accompanying certification, which is in compliance with the Online SSO database procedures, meet this certification requirement.) (ii) An individual is a duly authorized representative only if: (a) The authorization is made in writing by a person described in paragraph (i) of this provision; and (b) The authorization specifies either an individual or a position having responsibility for the overall operation of the regulated facility or activity. K. CIVIL MONETARY REMEDIES FOR DISCHARGE VIOLATIONS 1. The California Water Code provides various enforcement options, including civil monetary remedies, for violations of this Order. 2. The California Water Code also provides that any person failing or refusing to furnish technical or monitoring program reports, as required under this Order, or 19F-56 State Water Resources Control Board Order No. 2006-0003-DWQ Page 20 of 20 Statewide General WDR For Wastewater Collection Agencies 512106 falsifying any information provided in the technical or monitoring reports is subject to civil monetary penalties. L. SEVERABILITY The provisions of this Order are severable, and if any provision of this Order, or the application of any provision of this Order to any circumstance, is held invalid, the application of such provision to other circumstances, and the remainder of this Order, shall not be affected thereby. 2. This order does not convey any property rights of any sort or any exclusive privileges. The requirements prescribed herein do not authorize the commission of any act causing injury to persons or property, nor protect the Enrollee from liability under federal, state or local laws, nor create a vested right for the Enrollee to continue the waste discharge. CERTIFICATION The undersigned Clerk to the State Water Board does hereby certify that the foregoing is a full, true, and correct copy of general WDRs duly and regularly adopted at a meeting of the State Water Resources Control Board held on May 2, 2006. AYE: Tam M. Doduc Gerald D. Secundy NO: Arthur G. Baggett ABSENT: None ABSTAIN: None Song Her Clerk to the Board 19F-57 STATE WATER RESOURCES CONTROL BOARD MONITORING AND REPORTING PROGRAM NO.2006-0003-DWQ STATEWIDE GENERAL WASTE DISCHARGE REQUIREMENTS FOR SANITARY SEWER SYSTEMS This Monitoring and Reporting Program (MRP) establishes monitoring, record keeping, reporting and public notification requirements for Order No. 2006-2003-DWQ, "Statewide General Waste Discharge Requirements for Sanitary Sewer Systems." Revisions to this MRP may be made at any time by the Executive Director, and may include a reduction or increase in the monitoring and reporting. A. SANITARY SEWER OVERFLOW REPORTING SSO Categories 1. Category 1 - All discharges of sewage resulting from a failure in the Enrollee's sanitary sewer system that: A. Equal or exceed 1000 gallons, or B. Result in a discharge to a drainage channel and/or surface water; or C. Discharge to a storm drainpipe that was not fully captured and returned to the sanitary sewer system. 2. Category 2 — All other discharges of sewage resulting from a failure in the Enrollee's sanitary sewer system. 3. Private Lateral Sewage Discharges — Sewage discharges that are caused by blockages or other problems within a privately owned lateral. SSO Reporting Timeframes 4. Category 1 SSOs — All SSOs that meet the above criteria for Category 1 SSOs must be reported as soon as: (1) the Enrollee has knowledge of the discharge, (2) reporting is possible, and (3) reporting can be provided without substantially impeding cleanup or other emergency measures. Initial reporting of Category 1 SSOs must be reported to the Online SSO System as soon as possible but no later than 3 business days after the Enrollee is made aware of the SSO. Minimum information that must be contained in the 3-day report must include all information identified in section 9 below, except for item 9.K. A final certified report must be completed through the Online SSO System, within 15 calendar days of the conclusion of SSO response and remediation. Additional information may be added to the certified report, in the form of an attachment, at any time. The above reporting requirements do not preclude other emergency notification requirements and timeframes mandated by other regulatory agencies (local 19F-58 Monitoring and Reporting Program No. 2006-0003-DWQ Page 2 of 5 Statewide General WDRs for Sanitary Sewer Systems 5/2/2006 County Health Officers, local Director of Environmental Health, Regional Water Boards, or Office of Emergency Services (OES)) or State law. 5. Category 2 SSOs — All SSOs that meet the above criteria for Category 2 SSOs must be reported to the Online SSO Database within 30 days after the end of the calendar month in which the SSO occurs (e.g. all SSOs occurring in the month of January must be entered into the database by March 1st). 6. Private Lateral Sewage Discharges — All sewage discharges that meet the above criteria for Private Lateral sewage discharges may be reported to the Online SSO Database based upon the Enrollee's discretion. If a Private Lateral sewage discharge is recorded in the SSO Database, the Enrollee must identify the sewage discharge as occurring and caused by a private lateral, and a responsible party (other than the Enrollee) should be identified, if known. 7. If there are no SSOs during the calendar month, the Enrollee will provide, within 30 days after the end of each calendar month, a statement through the Online SSO Database certifying that there were no SSOs for the designated month. 8. In the event that the SSO Online Database is not available, the enrollee must fax all required information to the appropriate Regional Water Board office in accordance with the time schedules identified above. In such event, the Enrollee must also enter all required information into the Online SSO Database as soon as practical. Mandatory Information to be Included in SSO Online Reporting All Enrollees must obtain SSO Database accounts and receive a "Username" and "Password" by registering through the California Integrated Water Quality System (CIWQS). These accounts will allow controlled and secure entry into the SSO Database. Additionally, within thirty (30) days of receiving an account and prior to recording SSOs into the SSO Database, all Enrollees must complete the "Collection System Questionnaire", which collects pertinent information regarding an Enrollee's collection system. The "Collection System Questionnaire" must be updated at least every 12 months. At a minimum, the following mandatory information must be included prior to finalizing and certifying an SSO report for each category of SSO: 9. Category 2 SSOs: A. Location of SSO by entering GPS coordinates; B. Applicable Regional Water Board, i.e. identify the region in which the SSO occurred; C. County where SSO occurred; D. Whether or not the SSO entered a drainage channel and/or surface water; E. Whether or not the SSO was discharged to a storm drain pipe that was not fully captured and returned to the sanitary sewer system; 19F-59 Monitoring and Reporting Program No. 2006-0003-DWQ Statewide General WDRs for Sanitary Sewer Systems Page 3 of 5 5/2/2006 F. Estimated SSO volume in gallons; G. SSO source (manhole, cleanout, etc.); H. SSO cause (mainline blockage, roots, etc.); I. Time of SSO notification or discovery; J. Estimated operator arrival time; K. SSO destination; L. Estimated SSO end time; and M. SSO Certification. Upon SSO Certification, the SSO Database will issue a Final SSO Identification (ID) Number. 10. Private Lateral Sewage Discharges: A. All information listed above (if applicable and known), as well as; B. Identification of sewage discharge as a private lateral sewage discharge; and C. Responsible party contact information (if known). 11.Category 1 SSOs: A. All information listed for Category 2 SSOs, as well as; B. Estimated SSO volume that reached surface water, drainage channel, or not recovered from a storm drain; C. Estimated SSO amount recovered; D. Response and corrective action taken; E. If samples were taken, identify which regulatory agencies received sample results (if applicable). If no samples were taken, NA must be selected. F. Parameters that samples were analyzed for (if applicable); G. Identification of whether or not health warnings were posted; H. Beaches impacted (if applicable). If no beach was impacted, NA must be selected; I. Whether or not there is an ongoing investigation; J. Steps taken or planned to reduce, eliminate, and prevent reoccurrence of the overflow and a schedule of major milestones for those steps; K. OES control number (if applicable); L. Date OES was called (if applicable); M. Time OES was called (if applicable); N. Identification of whether or not County Health Officers were called; 0. Date County Health Officer was called (if applicable); and P. Time County Health Officer was called (if applicable). Reporting to Other Regulatory Agencies These reporting requirements do not preclude an Enrollee from reporting SSOs to other regulatory agencies pursuant to California state law. These reporting requirements do not replace other Regional Water Board telephone reporting requirements for SSOs. 19F-60 Monitoring and Reporting Program No. 2006-0003-DWQ Page 4 of 5 Statewide General WDRs for Sanitary Sewer Systems 5/2/2006 1. The Enrollee shall report SSOs to OES, in accordance with California Water Code Section 13271. Office of Emergency Services Phone (800) 852-7550 2. The Enrollee shall report SSOs to County Health officials in accordance with California Health and Safety Code Section 5410 et seq. 3. The SSO database will automatically generate an e-mail notification with customized information about the SSO upon initial reporting of the SSO and final certification for all Category 1 SSOs. E-mails will be sent to the appropriate County Health Officer and/or Environmental Health Department if the county desires this information, and the appropriate Regional Water Board. B. Record Keeping 1. Individual SSO records shall be maintained by the Enrollee for a minimum of five years from the date of the SSO. This period may be extended when requested by a Regional Water Board Executive Officer. 3. All records shall be made available for review upon State or Regional Water Board staff's request. 4. All monitoring instruments and devices that are used by the Enrollee to fulfill the prescribed monitoring and reporting program shall be properly maintained and calibrated as necessary to ensure their continued accuracy; 5. The Enrollee shall retain records of all SSOs, such as, but not limited to and when applicable: a. Record of Certified report, as submitted to the online SSO database; b. All original recordings for continuous monitoring instrumentation; C. Service call records and complaint logs of calls received by the Enrollee; d. SSO calls; e. SSO records; f. Steps that have been and will be taken to prevent the SSO from recurring and a schedule to implement those steps. g. Work orders, work completed, and any other maintenance records from the previous 5 years which are associated with responses and investigations of system problems related to SSOs; h. A list and description of complaints from customers or others from the previous 5 years; and i. Documentation of performance and implementation measures for the previous 5 years. 6. If water quality samples are required by an environmental or health regulatory agency or State law, or if voluntary monitoring is conducted by the Enrollee or its agent(s), as a result of any SSO, records of monitoring information shall include: 19F-61 Monitoring and Reporting Program No. 2006-0003-DWQ Page 5 of 5 Statewide General WDRs for Sanitary Sewer Systems 5/2/2006 a. The date, exact place, and time of sampling or measurements; b. The individual(s) who performed the sampling or measurements; C. The date(s) analyses were performed; d. The individual(s) who performed the analyses; e. The analytical technique or method used; and, f. The results of such analyses. C. Certification 1. All final reports must be certified by an authorized person as required by Provision J of the Order. 2. Registration of authorized individuals, who may certify reports, will be in accordance with the CIWQS' protocols for reporting. Monitoring and Reporting Program No. 2006-0003 will become effective on the date of adoption by the State Water Board. CERTIFICATION The undersigned Clerk to the Board does hereby certify that the foregoing is a full, true, and correct copy of a resolution duly and regularly adopted at a meeting of the State Water Board held on May 2, 2006. Song Her Clerk to the Board 19F-62 r:199al111M: ORGANIZATIONAL CHART, THE CITY OF SANTA ANA, PUBLIC WORKS AGENCY 19F-63 Q 2 U W Q c-0a r' zc z gg ps� yi§ tl�a bug tlQ� ypE§ WWd 98$ WaR 3;w 'v 5 8 W6a Wfi— Wigp WY' W�� WRa v @ a x �aa �`•d �'e .A tlt� wig p e �� 3p 3� 3� 3 w j_ssssss APPENDIX C CITY OF SANTA ANA SEWAGE SPILL PROCEDURES 19F-65 CITY OF SANTA ANA SEWER SYSTEM OVERFLOW (SSO) SEWAGE SPILL PROCEDURES REVISION 4.0 (4/17) 19 F-66 TABLE OF CONTENTS ITEM PAGE Title................................................................................................................................. 1 Tableof Contents............................................................................................................ 2 Acronyms and Definitions................................................................................................ 3 General Information......................................................................................................... 4 Notifythe Supervisor....................................................................................................... 6 Containthe Spill.............................................................................................................. 8 STOPthe Spill............................................................................................................... 10 Reportthe Spill.............................................................................................................. 11 CleanUp the Spill......................................................................................................... 15 APPENDICES Appendix A — Document Revision Log.......................................................................... 18 Appendix B — Sanitary Sewer Overflow Reporting Guidelines ...................................... 20 Appendix C — Sanitary Sewer Overflow (Field Form) .................................................... 21 Appendix D — Volume Estimation Examples................................................................. 26 REVISION 4.0 (4/17) 19 F-67 2 ACRONYMS AND DEFINITIONS CIWQS — California Integrated Water Quality System GPM — Gallons Per Minute GAL - Gallons LRO — Legally Responsible Officer OCEMA — Orange County Environmental Management Agency OCFA — Orange County Fire Authority OCHCA — Orange County Health Care Agency OCSD — Orange County Sanitary District OES — Office of Emergency Services PWA — Public Works Agency RWQCB — Regional Water Quality Control Board SSO — Sanitary Sewer Overflow DEFINITIONS Flow Rate — The amount of fluid that flows in a given time. For the purpose of this manual, flow rate is expressed in gallons per minute (GPM) Legally Responsible Official (LRO) — Is a person who is legally responsible to represent the sewer agency and the information being presented to the State. Public right-of-way — Is a path for public access either meaning a sidewalk or street and is not restricted by private land ownership. Sanitary Sewer Overflow (SSO) — is a condition whereby untreated sewage is discharged into the environment prior to reaching sewage treatment facilities. Storm Drain — Is a drain or drain system that is designed to drain excess rain and ground water from paved streets, parking lots, sidewalks, and roofs. Waters of the State — Is any creek, river, channel, lake, or ocean. REVISION 4.0 (4/17) 19 F-6$ GENERAL INFORMATION The objectives of a sewer system overflow (SSO) sewage spill response procedure are to protect public health, the environment, and public and private property. These objectives are accomplished by notifying, containing, stopping, cleaning up, and reporting the (SSO) to the appropriate authorities. CrIONOMLIJIff]:Z0Z014011 UM When responding to a sewage spill, the following general procedures should be followed in order: 1st: NOTIFY THE SUPERVISOR AND OR ON -CALL SUPERVISOR 2nd: CONTAIN THE SPILL 3rd: STOP THE SPILL 4th: CLEAN UP THE SPILL 5th: REPORT THE SPILL TO APPROPRIATE AUTHORITIES WITHIN 2 HOURS OF BECOMING AWARE OF THE SPILL (Refer to Appendix A, Sanitary Sewer Overflow Reporting Guidelines) SEWAGE SPILL TYPES Any incident in which sewage is discharged onto the surface is considered a sewage spill. There are four types of SSO's; Category 1, Category 2, Category 3 and Private. Category 1: • A spill of any volume that reaches a drainage channel and/or waters of the State such as a river, creek, or ocean. • A spill of any volume that enters a storm drain pipe that is not fully recovered and returned to the sanitary sewer system. Category 2: A spill that is 1,000 gallons or greater: o That does not reach a drainage channel and/or waters of the State such as a river, creek, or ocean. o That enters a storm drainpipe but is fully recovered and returned to the sanitary sewer system. REVISION 4.0 (4/17) 19 F-69 4 Category 3: • Less than 1,000 gallons. • Spill that does not reach a drainage channel and/or waters of the State. • Spill that enters a storm drainpipe but is fully recovered and returned to the sanitary sewer system. Private Spills: Discharges of untreated or partially treated wastewater resulting from blockages or other problems within a privately owned sewer lateral connection to the enrollee's sanitary sewer system or from other private sewer assets. SSO CATEGORY DETERMINATION DIAGRAM Did System? // Did SSO Reach Originate in the Yes Ves SSO Occurs Storm Drain or Public Sewer Waters of the System? Stale? No INo Private SSO Was the SSO Fully N0 Category 1 SSO Recovered? Yes Was the SSO 1,000 Gallons or Yes Category 2 SSO Greater? No Category 3 SSO REVISION 4.0 (4/17) 19 F -7 0 5 NOTIFY THE SUPERVISOR Upon receiving a call after normal working hours to respond to any sewer spill, the designated primary on -call employee shall immediately contact the on -call water resources maintenance supervisor and inform him of the sewer spill event. The primary on -call employee shall then call the rest of the on -call crew and they shall report directly to the City Yard. They shall retrieve a vacuum truck and a bobtail truck with appropriate sewer spill response equipment to the sewer spill location. The intent is to reduce the response time required to move the necessary equipment and manpower to the sewer spill location and to minimize the sewer spill time. It is mandatory for the on -call water resources maintenance supervisor to attend the sewer spill site and take over the SSO response operation upon his arrival. During normal working hours all phone calls and coordination will be handled by a Public Works Agency (PWA) - Water Resources Maintenance Supervisor. Name Title Cell No. Alex Reyes Water Services Supervisor (714) 328-7535 Mike Murrietta Water Services Supervisor (714) 328-5233 Edmundo Villela Water Quality Supervisor (714) 469-3244 Mike Garcia Water Services Crew Leader (714) 402-7042 David Carba'al Water Services Crew Leader 1 (714) 328-7617 Rudy Rosas Senior Civil Engineer 1 (714) 552-6956 SEWER SYTEM OVERFLOW (EQUIPMENT REQUIRED): Vacuum Truck Bobtail Truck REVISION 4.0 (4/17) 19 F-71 6 • Sand • Traffic Control — equipment and devices • Misc. Equipment (Shovels, sledge hammer, Manhole lift, etc.) Steps to Take (After Hours): 1. Contact On -call supervisor (Immediately) 2. Call the On -call crew to report to City Yard, one to retrieve a vacuum truck and the other to retrieve a bobtail truck, and additional vacuum truck if needed REVISION 4.0 (4/17) 19 F-72 CONTAIN THE SPILL Upon arriving at the spill location, the on -call duty water employee shall call the on -call Supervisor/Crew Leader a second time and report the spill status. He shall then; Take immediate action to contain the spill to prevent sewage from entering storm drains, channels or other critical infrastructure. Establish perimeters and control zones with cones, barricades, vehicles or terrain. (KEEP OUT ZONE) at all times. Collect representative photos of the spill location and flow rates. Notify the appropriate authorities. Refer to Appendix A, Sanitary Sewer Overflow Reporting Guidelines. Small spills can often be contained with sand berms. The additional personnel called out to assist the on -call duty water employee with the spill, shall make sure to have shovels and sand available on the bobtail truck used to respond to spills. Medium spills may be contained with large sand berms, in strategic locations. Medium size spills may also require vacuuming and hauling the sewage or pumping the sewage to a sewer manhole for disposal, to prevent sewage from flowing over dikes. Use plastic sheeting to block storm drain inlets and other critical locations. Call the on -call Supervisor/Crew Leader for direction and support. Large spills (spills more than a few gallons per minute that are likely to reach a storm drain inlet) in the public right of way may require various actions for containment, as follows: Build large sand berms to contain sewage. Block storm drains at inlets or at manholes at critical line intersection locations. Block sewage flow in channels with berms. Call contractor for vacuum trucks to remove sewage off site and for disposal. (At the discretion of the water maintenance supervisor and/or crew leader on - call). o Orange County Pumping at (714) 836-6384 o Houston Harris, PCS at (909) 721-1756 o Darling International at (714) 556-7867 Use a sewer pump and hoses to pump to a sewer manhole. Contact OCSD maintenance personnel for on -site support with vacuum trucks and other equipment as needed, if contractors are not available. Contain the sewage in a low area. Estimate the rate of overflow. Call the on -call Supervisor/Crew Leader for direction and support. REVISION 4.0 (4/17) 19 F-73 8 Private Spills, occur on private property, make all efforts to contain the spill on the private property. Dike the spillage before it enters the public right of way. If it isn't practical to contain it on private property, contain the spill in the public right-of-way, before it enters a storm drain. Steps to Take: 1. Contact callout supervisor a second time (Provide details and up to date information) 2. Contain spill 3. Establish perimeters and control zones (KEEP OUT ZONE) 4. Make the appropriate calls to the required authorities. Refer to Appendix A, Sanitary Sewer Overflow Reporting Guidelines. REVISION 4.0 (4/17) 19 F -74 9 STOP THE SPILL For spills originating in city owned sewer mains (public spills), clear the line blockage using the equipment and methods as you were trained to do using City vacuum trucks. In the event of an unusual situation, call the appropriate Supervisor/Crew Leader for support. If the sewage spill originates on private property (private spills), contact the responsible person (usually a property manager or owner) and direct them to immediately hire a contractor to correct the problem and perform cleanup work. Take the necessary actions to prevent the sewage from entering the public right of way or storm drain until the contractor corrects the problem such as a sand containment berm. Determine the name and contact number of the responsible party for the private property (owner, property manager, etc.). If the spill originates on private property, call the Orange County Health Care Agency. If the property owner is not willing to comply, contact the City of Santa Ana Code Enforcement division. Call them at (714) 667-2780 (main line) or (714) 667-2789; their hours of operation are 8:00 a.m. to 7:00 p.m. from Monday thru Thursday. The City of Santa Ana Water Resources cannot shut off the water to the property unless directed by a supervisor. REVISION 4.0 (4/17) 19 F -7 5 10 REPORT THE SPILL It is the on -call water resources maintenance supervisor responsibility to document and report to all agencies of the existence of the SSO. After the spill is contained, all sewage spills, regardless of size, must be reported as soon as possible by phone to the Environmental Health Division of the Orange County Health Care Agency (OCHCA). During working hours, call OCHCA directly at (714) 433-6419. After working hours and on the weekends, notify OCHCA by calling Orange County Control One (available 24 hours) at (714) 628-7008. Let Orange County Control One know that you are making an official spill notification. If you need assistance from the Orange County Environmental Management Agency (OCEMA) or OCHCA, ask Control One to have OCEMA or OCHCA call you (see Emergency Contractors and Mutual Aid section on page 9). Note: If you see the release of what may be hazardous material from private property, call the Orange County Fire Authority (OCFA) Hazmat Team at (714) 573-6250. The Orange County Health Care Agency should also be called at (714) 433-6419 for this type of problem. Public Works Agency employees are not allowed to collect and or vacuum any substance other than sewage per OCSD rules and regulations. Other agencies may also need to be contacted, depending on the conditions present. Ask the on -call Supervisor/Crew Leader for direction. A mandatory debriefing meeting for the SSO will be held no later than 72 hours after the SSO has occurred. This meeting will be held between Engineering, the Water Resources Maintenance Supervisor in charge during the spill and at least one crew member attending the SSO activities. Written reports of all public sewer spills must be prepared under the California Integrated Water Quality System (CIWQS) system and by a City authorized user. The Sanitary Sewer Overflow (CIWQS Reporting Form) and authorized City users are provided in Appendix B. All CIWQS reporting must be done via the online reporting system (CIWQS) website. For the on -call duty employee it is very important to write down all relevant information such as dates, times, names of persons contacted, estimated flow rate and volume of sewage spilled, methods used to determine spill flow rate and volume estimates, names of people responding, etc. The on -call duty employee is also required to provide photographs of the sewer spill, complete the attached Sanitary Sewer Overflow (Field Form) (see Appendix C) and turn it in to the appropriate Supervisor. The on -call supervisor shall review and complete the form entirely. REVISION 4.0 (4/17) 19 F-76 11 CATEGORY 1 SPILL REPORTING: Category 1 spills include: • A spill of any volume that reaches a drainage channel and/or waters of the State such as a river, creek, ocean, or • A spill of any volume that enters a storm drain pipe that was not fully recovered and returned to the sanitary sewer system. Reporting Reporting for all Category 1 spills shall be made by the on -call duty water supervisor/crew leader person and shall be handled as follows: 1. If the Category 1 SSO, contact the California Office of Emergency Services (Cal OES) at 1-(800) 852-7550 WITHIN 2 HOURS after becoming aware of the spill and wait on the phone for a control number. Cal OES will make a report and fax it to the Regional Water Quality Control Board (RWQCB). Cal OES will provide a Control Number, be sure to record this number for spill reporting purposes. If the spill is very large or hazardous, Cal OES will contact RWQCB and County Health Care Agency (HCA) personnel. 2. Submit a draft report within 3 business days of becoming aware of the SSO and certify within 15 calendar days of SSO end date. Enter data into the CIWQS Online SSO Database (http://ciwqs.waterboards.ca.gov/). 3. Category 1 sewer spill certification will be performed by the City's Legally Responsible Officer (LRO). CATEGORY 2 SPILL REPORTING: Category 2 spills are: 1,000 gallons or greater which: o Does not reach a drainage channel and/or waters of the State such as a river, creek, ocean, or o Enters a storm drainpipe but is fully recovered and returned to the sanitary sewer system. Reporting Reporting for all Category 2 spills shall be made by the on -call duty employee, water maintenance supervisor, and or water maintenance crew leader and shall be handled as follows: 1. Call the Environmental Health Division of the Orange County Health Care Agency (OCHCA). During working hours, call OCHCA directly at (714) 433- 6419. After working hours and on the weekends, notify OCHCA by calling Orange County Control One (available 24 hours) at (714) 628-7008. REVISION 4.0 (4/17) 19 F-77 12 2. Submit a draft report within 3 business days of becoming aware of the SSO and certify within 15 calendar days of SSO end date. Enter data into the CIWQS Online SSO Database(http://ciwgs.waterboards.ca.gov/). 3. Category 2 sewer spill certification will be performed by the City's Legally Responsible Officer (LRO). CATEGORY 3 SPILL REPORTING: Category 3 spills are: Less than 1,000 gallons which: • Does not reach a drainage channel and/or waters of the State such as a river, creek, ocean, or o Enters a storm drainpipe but is fully recovered and returned to the sanitary sewer system. Reporting Reporting for all Category 3 spills shall be made by the on -call duty employee, water maintenance supervisor, and or water maintenance crew leader and shall be handled as follows: 1. Call the Environmental Health Division of the Orange County Health Care Agency (OCHCA). During working hours, call OCHCA directly at (714) 433- 6419. After working hours and on the weekends, notify OCHCA by calling Orange County Control One (available 24 hours) at (714) 628-7008. 2. Category 3 spills must be reported and certified through the California Integrated Water Quality System (CIWQS) within 30 days after the end of the calendar month in which the SSO occurred. 3. Category 3 sewer spill certification will be performed by the City's Legally Responsible Officer (LRO). ►ZIcwi_rrP-MVIAF4WOZ101 rWTcCI Private spills are: Any spills originating from private property. Reporting for all Private spills shall be made by the on -call duty employee, water maintenance supervisor, and or water maintenance crew leader and shall be handled as follows: Contact Orange County Health Care Agency at (714) 433-6419 as described above within 2 hours after containing the spill. REVISION 4.0 (4/17) 19 F-%8 1, SSO TECHNICAL REPORT: Submit within 45 calendar days after the end of any Category 1 SSO in which 50,000 gallons or greater are spilled to surface waters. 1. Conduct water quality sampling within 48 hours after initial SSO notification for Category 1 SSOs in which 50,000 gallons or greater are spilled to surface waters. "NO SPILL" CERTIFICATION: Certify that no SSOs occurred within 30 calendar days of the end of the month or, if reporting quarterly, the quarter in which no SSOs occurred. REVISION 4.0 (4/17) 19 F-79 14 CLEAN UP THE SPILL All spills must be cleaned up. Affected areas shall be washed down and the wash water vacuumed and disposed of into the sewer and or hauled off to an appropriate waste facility (i.e.: Orange County Sanitation District, OCSD). For large spills requiring additional equipment and manpower, the contract pumping companies listed below can provide these services. Wet berm material, sandbags, etc. must be removed and disposed of properly. Call the appropriate Supervisor for direction and support. The on -call Supervisor/Crew Leader will direct any special requirements for spill cleanup, such as disinfection. Do not apply disinfectant until directed to do so by the on - call Supervisor/Crew Leader. All water used to disinfect shall be vacuumed and disposed of into the sewer and or hauled off to an appropriate waste facility. (i.e.: Orange County Sanitation District, OCSD). EMERGENCY CLEAN UP CONTRACTORS The following contractors may be contacted to provide assistance with spill containment and cleanup: o Orange County Pumping at (714) 836-6384 o Houston Harris, PCS at (909) 721-1756 Darling International at (714) 556-7867 These contractors will provide vacuum trucks and other equipment as needed in emergency situations. They can also assist with clean up and disinfection of contaminated and affected spill areas. They are available for emergencies and on special situations at any time. Contact the on -call supervisor and or crew leader for assistance prior to calling the emergency contractors. Orange County Environmental Management Agency (OCEMA) The OCEMA is divided into a public works section and a water pollution section. Both sections provide access to OCEMA flood and road facilities, but each section has its own particular responsibilities. The Public Works section of OCEMA provides equipment and crews as requested for emergency containment of water and waste. This section also provides detailed information regarding OCEMA flood control and road facilities. The OCEMA Water Pollution section provides information regarding flood control and storm drain systems, and advice regarding characteristics of pollutants, containment measures and cleanup procedures. This section also provides some chemical analysis capabilities for water and waste, directs and monitors cleanup activities where OCEMA REVISION 4.0 (4/17) 19 F -$ 0 15 jurisdiction and facilities are involved, and provides access to rainfall and other weather data from the ALERT Flood Warning Network. To contact either OCEMA section, call Orange County Control One (available 24 hours) at (714) 628-7008 and inform them of the type of assistance that is needed. Orange County Sanitation District (OCSD) OCSD should be contacted whenever a spill involves an OCSD trunk sewer facility. They may provide assistance with vactor trucks and other equipment in emergency situations after attempts to use contract services prove unsuccessful. Contact OCSD at (714) 962-2411. City of Santa Ana Storm Water Management Division The City of Santa Ana Storm Water Management Division personnel should be contacted whenever a spill reaches the storm drain system and is not fully recovered by the responding personnel. Contact Carlos Castellanos at (714) 647-5642 or his cell phone at (714) 486-4660, or Thomas Lo at (714) 647-5659. APPROVED VOLUME CALCULATION METHODS EYEBALL ESTIMATION METHOD (for spills 200 gallons or less) 1. Position yourself so that you have a vantage point where you can see the entire spill. 2. Imagine one or more buckets or barrels of water tipped over. Depending on the size of the spill, select a bucket or barrel size as a frame of reference. 3. Estimate the volume of the sewage spill by comparing it to your knowledge of the appearance of a known quantity of water. 4. If rainfall is a factor in the spill, estimate what amount of the spill is rainwater and subtract that from your initial estimation. PHOTO COMPARISON METHOD 1. Refer to the photos in Appendix C to estimate the flow rate in gpm. 2. Calculate the gallons based on the flow rate and the total length of time of the spill (GPM X Time = Total Gallons) AREA/VOLUME PONDED SEWAGE METHOD 1. Draw an outline of the spill, and then break the footprint down into recognizable shapes. Then calculate the area of each shape REVISION 4.0 (4/17) 19 F -81 16 RECTANGLE CIRCLE TRIANGLE H W E I I D DIAMETER G H T LENGTH BASE • Rectangle: Area = length X width • Circle: Area = 3.14 X Radius' • Triangle: Area = % X (Base X Height) 2. Measure the depth of the liquid in multiple areas to calculate the average depth. 3. Calculate the total volume in gallons. (Area X Depth X 7.48) = Total Gallons MANHOLE COVER FLOW MEASUREMENT 1. Refer to Appendix D for determining volume based on manhole pick holes and vent holes. REVISION 4.0 (4/17) 19 F -$ 2 17 Appendix A Document Revision Log REVISION 4.0 (4/17) 19 F -$ 3 18 The following is a summary of revisions that have been made to this document. Revision No. Section Description Date Revised By 0.0 All Document version 3.0 created 10/12 R. Rosas 1.0 Updated contact information Added "Revision Log" REVISION 4.0 (4/17) 19 F-84 19 Appendix B Sanitary Sewer Overflow Reporting Guidelines REVISION 4.0 (4/17) 19 F -$ 5 20 Expanded Form Orange County Santa Ana Region Sanitary Sewer Overflow Reporting Guidelines Statewide General Waste Discharge Requirements Order No 2006-0003 finds that all federal and state agencies, municipalities. counties, districts, and other public entities that own or operate sanitary sewer systems greater than one mile in length requires notification and reporting of all sanitary sewer overflows (SSOs). SSOs are defined as any overflow, spill, release, discharge or diversion of wastewater from a sanitary sewer system. (See page 5 of the Order No. 2006-0003 for the complete definition of SSOs). Type of Spill Agency(s) to Notification Report Timeframe No ' b hone - Timeframe- Category 1 — Discharges of untreated or partially OES Within 2 hours Submit Draft report treated wastewater of any volume resulting from OCHCA per staff of becoming within 3 business days an enrollee's sanitary sewer system failure or flow request. aware of any of becoming aware of condition that: OC Public Works Category 1 SSO the SSO. A. Reach surface water and/or reach a drainage per staff request. greater than or channel tributary to a surface water; or equal to 1,000 Certify within 15 B, Reach a municipal separate storm sewer gallons, notify calendar days of SSO system and are not fully captured and the OES and end date. returned to the sanitary sewer system or not obtain a otherwise captured and disposed of properly notification SSO Technical Report: (Any volume of wastewater not recovered control number. Certify within 45 from the municipal separate storm sewer calendar days after the system is considered to have reached surface end date of any water unless the storm drain system Category 1 SSO in discharges to a dedicated storm water or which 50,000 gallons or ground water infiltration basin (e.g., infiltration greater is spilled to pit, percolation pond).) surface waters. Category 2 — Discharges of untreated or partially OCHCA per staff Immediate Submit Draft report treated wastewater of 1,000 gallons or greater request. within 3 business days resulting from an enrollee's sanitary sewer system of becoming aware of failure or flow condition that do not reach surface the SSO. water, a drainage channel, or a municipal separate storm sewer system unless the entire SSO Certify within 15 discharged to the storm drain system is fully calendar days of SSO recovered and disposed of properly. end date. Category 3 — All other discharges of untreated or OCHCA per staff Immediate Submit Certified report partially treated wastewater resulting from an request. within 30 calendar days enrollee's sanitary sewer system failure or flow of the end of month in condition. which SSO occurred. Private lateral — Discharges of untreated or partially Governing PLSDs that the enrollee treated wastewater resulting from blockages or city/county. becomes aware of may other problems within a privately owned sewer OCHCA per staff be voluntarily reported lateral connected to the enrollee's sanitary sewer request. to the CIWQS Online system or from other private sewer assets. SSO Database. SSO NOTIFICATION CONTACTS: Normal Hours After Hours OCHCA (Please call down the list until someone has been contacted) (n�433-6419 (Office Support Staff) Control 1: (714) 628-7008 (will contact 12i Mike Fennessy (714) 433-6280 OCHCA on -call staff). (3) Dan Yokoyama (714) 433-6288 14i Larry Brennler (714) 433-6284 (9) Larry Hone bourne 714 433-6015 RWQCB - Santa Ana Region (951) 782-4130 RWQCB: (951) 782-4130 (voice mail) Najah Amin (951) 320-6362 OES: (800) 852-7550 OES (Office of Emergency Services) (800) 852-7550 24 hours OC Public Works (714) 955-0600 (storm drain/flood channel facility owners) Control 1: (714) 628-7008 (877) 89-SPILL (897-7455) 24 HR. Hotline Developed by the Orange county Sanitation District with RWQCB. OCHCA and OC Publie Works, Last updated on 09/10/13 at 2:25 PM 19 F —86 Appendix C Sanitary Sewer Overflow (Field Form) REVISION 3.0 (10/13) 19 F-87 21 SSO SPILL REPORTING FIELD FORM NOTE: ALL On -Call personnel that are required to respond to sewer spills shall read and understand the complete Sewage Spill Procedures contained in the emergency callout manual. When responding to a sewage spill, the following general procedures should be followed in order: 1. NOTIFY SUPERVISOR AND OR ON CALL SUPERVISOR (IMMEDIATELY) 2. CONTAIN THE SPILL 3. STOP THE SPILL 4. CALL AND REPORT TO APPROPIATE AUTHORITIES 5. CLEAN UP THE SPILL 6. FIELD REPORTS — ON CALL SUPERVISOR SHALL VERIFY AND FILL ALL DATA FOR THE SSO. BASIC SPILL INFORMATION: 1.) DATE: 2.) SPILL LOCATION: Address / Street Intersection Spill Point (NM#, CO, etc.) 3.) TIME SSO STARTED (If known): 4) 5.) 6.) 7.) 8.) TIME CITY WAS NOTIFIED: OPERATOR ARRIVAL TIME: PRIVATE PROPERTY (Y ORN): SPILL END TIME: ESTIMATED SPILL FLOW RATE: (Number of pick holes where water is coming out out of the MH inches) 9.) ESTIMATED SPILL VOLUME LOST: ESTIMATED SPILL VOLUME RECOVERED: TOTAL SPILL (VOLUME) (FLOW RATE X MIN): SPILL REASON/CAUSE: (gpm) (See Appendix C) Height of water spout (GAL.) (GAL.) REVISION 3.0 (10/13) 19 F -88 22 SPILL REPORTING TYPE OF SPILL: TYPE OF DESCRIPTION AGENCY(S) TO NOTIFICATON TIME SPILL NOTIFY BY PHONE FRAME Category 1 1. Spill that has entered a storm drain inlet 1. Cal OES 1. Within 2 Hours or channel and not recovered 2. OC Public Works 2. Immediate Category 2 2. Spill that is greater less than 1,000 1. OCHCA 1. Within 2 Hours gallons and has been contained prior to reaching a storm drain or channel or fully recovered from storm drain Category 3 3. Spill that is less than 1,000 gallons and 1. OCHCA 1. Within 2 Hours has been contained prior to reaching a storm drain or channel or fully recovered from storm drain Private 4. Any spill that originates on private 1. OCHCA 1. Within 2 Hours Lateral property NOTIFICATION LIST PERSON CONTACTED TIME DATE INITIALS Agency Normal Hours After Hours OCHCA Health Care (714) 433-6419 (714) 628-7008 A enc OC Public (714) 955-0600 (714) 628-7008 Works Santa Ana (714) 647-5074 (714) ???-??? NPDES Cal OES (800) 852-7550 (800) 852-7550 Cal OES Control Number (if Category 1 and greater than 1,000 gal): OPERATOR/MAINTENANCE PERSON RESPONDING TO SPILL: (Name) (Signature) (Date) REVISION 3.0 (10/13) 19 F-89 23 THE FOLLOWING IS TO BE COMPLETED BY THE ON -CALL SUPERVISOR SPILL CERTIFICATION ❑ Did the sewer spill enter a storm drain pipe (Y or N) ❑ Was the sewer spill fully recovered and returned to the sanitary sewer system or disposed of properly (Y or N) ❑ Did Sewer Spill enter a drainage channel and/or surface water (Y or N) (EX: Creek, River, or Ocean) ❑ Was Cal OES Contacted (for Category 1 and greater than 1,000 gallons) (Y or N) ❑ Cal OES Control Number NAME OF ON -CALL SUPERVISOR SIGNED: (On -Call Supervisor) DATE: (MM/DD/YY) REVISION 3.0 (10/13) 19 F-90 24 POST — SEWER SPILL INVESTIGATION Spill Date: Spill Type: ❑ Private ❑ Public Post- Spill (Work Plan): Existing Sewer Video (Y/N): SSO Cause/Reason (findings): Spill Location: Spill Category: Corrective Measures (Check Applicable Box): ❑ InfraMAP(Add Spill) ❑ Pipe (Spot Replacement) ❑ Monitoring (Smart Cover) ❑ Root Control (Foam) ❑ Pipe Lining ❑ Closed Circuit Television (CCTV) :1 FOG Program (Enforcement) M.H. Rehabilitation Other (Specify) REVISION 3.0 (10/ 13) 1 9 F -91 25 Appendix D (Volume Estimation Examples) REVISION 3.0 (10/13) 19 F-92 26 Collection System Collaborative Benchmarking Group Best Practices for Sanitary Sewer Overflow (SSO) Prevention and Response Plan Attachment D - Sample Templates for SSO Volume Estimation TABLE 'A' Height of spout above M/H rim H in inches S S O FLO a Min. Sewer size in which these flows 1/4 1 0.001 1/2 3 0.004 3/4 6 0.008 1 9 0.013 1 1/4 12 0.018 1 1/2 16 0.024 1 3/4 21 0.030 2 25 0.037 21/4 31 0.045 21/2 38 0.054 2 3/4 45 0.065 3 54 0.077 31/4 64 0.092 31/2 75 0.107 3 3/4 87 0.125 4 100 0.145 41/4 115 0.166 41/2 131 0.189 4 3/4 148 0.214 5 166 0.240 51/4 185 0.266 51/2 204 0.294 5 3/4 224 0.322 6" 6 244 0.352 61/4 265 0.382 61/2 286 0.412 6 3/4 308 0.444 7 331 0.476 71/4 354 0.509 71/2 377 0.543 7 3/4 401 0.578 8" 8 426 0.613 81/4 451 0.649 81/2 476 0.686 8 3/4 502 0.723 9 529 0.761 kiffaaM�7 Height of spout above M/H rim H in inehecp S S O FLOW a Min. Sewer size in which these flows are possible 1/4 1 0.002 1/2 4 0.006 3/4 8 0.012 1 13 0.019 1 1/4 18 0.026 11/2 24 0.035 1 3/4 31 0.044 2 37 0.054 21/4 45 0.065 21/2 55 0.079 2 3/4 66 0.095 3 78 0.113 31/4 93 0.134 31/2 109 0.157 3 3/4 127 0.183 4 147 0.211 41/4 169 0.243 41/2 192 0.276 4 3/4 217 0.312 6" 5 243 0.350 51/4 270 0.389 51/2 299 0.430 5 3/4 327 0.471 6 357 0.514 61/4 387 0.558 8" 61/2 419 0.603 6 3/4 451 0.649 7 483 0.696 7 1 /4 517 0.744 71/2 551 0.794 7 3/4 587 0.845 10" 8 622 0.896 81/4 659 0.949 81/2 697 1.003 8 3/4 734 1.057 9 773 1.113 Disclaimer: This sanitary sewer overflow table was developed by Ed Euyen, Civil Engineer, P.E. No. 33955, California, for County Sanitation District 1. This table is provided as an example. Other Agencies may want to develop their own estimating tables. 19F-93 Collection System Collaborative Benchmarking Group Best Practices for Sanitary Sewer Overflow (SSO) Prevention and Response Plan The formula used to develop Table A measures the maximum height of the water coming out of the maintenance hole above the rim. The formula was taken from hydraulics and its application by A.H. Gibson (Constable & Co. Limited). Example Overflow Estimation: The maintenance hole cover is unseated and slightly elevated on a 24" casting. The maximum height of the discharge above the rim is 5 1/4 inches. According to Table A, these conditions would yield an SSO of 185 gallons per minute. FLOW OUT OF M/H WITH COVER IN PLACE Height to be measured This sanitary sewer overflow drawing was developed by Debbie Myers, Principal Engineering Technician, for Ed Euyen, Civil Engineer, P.E. No. 33955, California, of County Sanitation District 1. 19F-94 Collection System Collaborative Benchmarking Group Best Practices for Sanitary Sewer Overflow (SSO) Prevention and Response Plan TABLE 'B' rs&ZIWTrTv7r5Tm;S'• • . • • u . • u• PXINd'7AIT, I Water Height above M/H frame H in inches S S O FLOW Q Min. Sewer size in which these flows 1/8 28 0.04 1/4 62 0.09 3/8 111 0.16 1/2 160 0.23 5/8 215 0.31 6" 3/4 354 0.51 8" 7/8 569 0.82 101. 1 799 1.15 12" 1 1/8 1,035 1.49 1 1/4 1,340 1.93 15" 13/8 1,660 2.39 11/2 1,986 2.86 15/8 2,396 3.45 18" 13/4 2,799 4.03 17/8 3,132 4.51 2 3,444 4.96 21" 21/8 3,750 5.4 21/4 3,986 5.74 23/8 4,215 6.07 21/2 4,437 6.39 2 5/8 4,569 6.58 24" 2 3/4 4,687 6.75 2 7/8 4,799 6.91 3 1 4,910 1 7.07 KUM 907A IT, I � Water Height above M/H frame H in inches S SO FLOW Q Min. Sewer size in which these flows 1/8 49 0.07 1/4 111 0.16 3/8 187 0.27 6" 1/2 271 0.39 5/8 361 0.52 8" 3/4 458 0.66 7/8 556 0.8 10.. 1 660 0.95 12" 1 1/8 1,035 1.49 11/4 1,486 2.14 15" 1 3/8 1,951 2.81 11/2 2,424 3.49 18" 15/8 2,903 4.18 13/4 3,382 4.87 17/8 3,917 5.64 21" 2 4,458 6.42 21/8 5,000 7.2 24" 21/4 5,556 8 23/8 6,118 8.81 21/2 6,764 9.74 2 5/8 7,403 10.66 2 3/4 7,972 11.48 30" 2 7/8 8,521 12.27 3 9,062 13.05 31/8 9,604 13.83 31/4 10,139 14.6 33/8 10,625 15.3 36" 3 1/2 11,097 15.98 3 5/8 11,569 16.66 3 3/4 12,035 17.33 3 7/8 12,486 17.98 4 12,861 18.52 4 1 /8 13,076 18.83 4 1 /4 13,285 19.13 4 3/8 13,486 19.42 Disclaimer: This sanitary sewer overflow table was developed by Ed Euyen, Civil Engineer, P.E. No. 33955, California, for County Sanitation District 1. This table is provided as an example. Other Agencies may want to develop their own estimating tables. 19F-95 Collection System Collaborative Benchmarking Group Best Practices for Sanitary Sewer Overflow (SSO) Prevention and Response Plan The formula used to develop Table B for estimating SSO's out of maintenance holes without covers is based on discharge over curved weir -- bell mouth spillways for 2" to 12" diameter pipes. The formula was taken from hydraulics and its application by A.H. Gibson (Constable & Co. Limited). Example Overflow Estimation: The maintenance hole cover is off and the flow coming out of a 36" frame maintenance hole at one inch (1 ") height will be approximately 660 gallons per minute. FLOW OUT OF M/H WITH COVER REMOVED (TABLE "B" ) He;^�' I w..,-�. A This sanitary sewer overflow drawing was developed by Debbie Myers, Principal Engineering Technician, for Ed Euyen, Civil Engineer, P.E. No. 33955, California, of County Sanitation District 1. 19F-96 Collection System Collaborative Benchmarking Group Best Practices for Sanitary Sewer Overflow (SSO) Prevention and Response Plan TABLE 'C' Height of spout above M/H cover H in inchec sso FLOW Q 1/8 1.0 1/4 1.4 3/8 1.7 1/2 1.9 5/8 2.2 3/4 2.4 7/8 2.6 1 2.7 1 1/8 2.9 1 1/4 3.1 1 3/8 3.2 1 1/2 3.4 1 5/8 3.5 1 3/4 3.6 1 7/8 3.7 2 3.9 2 1/8 4.0 21/4 4.1 2 3/8 4.2 2 1/2 4.3 2 5/8 4.4 2 3/4 4.5 2 7/8 4.6 3 4.7 3 1/8 4.8 31/4 4.9 3 3/8 5.0 31/2 5.1 3 5/8 5.2 3 3/4 5.3 3 7/8 5.4 4 5.5 4 1/8 5.6 4 1/4 5.6 4 3/8 5.7 4 1/2 5.8 4 5/8 5.9 4 3/4 6.0 4 7/8 6.0 5 6.1 Height of spout above M/H cover N in inchec sso FLOW Q LOLLHIM 5 1/8 6.2 5 1/4 6.3 5 3/8 6.3 5 1/2 6.4 5 5/8 6.5 5 3/4 6.6 5 7/8 6.6 6 6.7 6 118 6.8 61/4 6.8 6 3/8 6.9 61/2 7.0 7.0 6 518 6 3/4 7.1 6 7/8 7.2 7 7.2 7 1/8 7.3 71/4 7.4 7 3/8 7.4 71/2 7.5 7 5/8 7.6 7 3/4 7.6 7 7/8 7.7 8 7.7 8 1/8 7.8 81/4 7.9 8 3/8 7.9 81/2 8.0 8 5/8 8.0 8 3/4 8.1 8 7/8 8.1 9 8.2 9 1/8 8.3 91/4 8.3 9 3/8 8.4 9 1/2 8.4 9 5/8 8.5 9 3/4 8.5 9 7/8 8.6 10 8.7 Unrestrained M/H cover will start to lift Note: This chart is based on a 7/8 inch diameter pick hole Disclaimer: This sanitary sewer overflow table was developed by Ed Euyen, Civil Engineer, P.E. No. 33955, California, for County Sanitation District 1. This table is provided as an example. Other Agencies may want to develop their own estimating tables. 19F-97 Collection System Collaborative Benchmarking Group Best Practices for Sanitary Sewer Overflow (SSO) Prevention and Response Plan The formula used to develop Table C is Q=CcVA, where Q is equal to the quantity of the flow in gallons per minute, Cc is equal to the coefficient of contraction (.63), V is equal to the velocity of the overflow, and A is equal to the area of the pick hole.2 If all units are in feet, the quantity will be calculated in cubic feet per second, which when multiplied by 448.8 will give the answer in gallons per minute. (One cubic foot per second is equal to 448.8 gallons per minute, hence this conversion method). Example Overflow Estimation: The maintenance hole cover is in place and the height of water coming out of the pick hole seven -eighths of an inch in diameter (7/8") is 3 inches (3" ). This will produce an SSO flow of approximately 4.7 gallons per minute. FLOW OUT OF VENT OR PICK HOLE (TABLE " Height to be meas This sanitary sewer overflow drawing was developed by Debbie Myers, Principal Engineering Technician, for Ed Euyen, Civil Engineer, P.E. No. 33955, California, of County Sanitation District 1. Velocity for the purposes of this formula is calculated by using the formula h = v squared / 2G, where h is equal to the height of the overflow, v is equal to velocity, and G is equal to the acceleration of gravity. 19F-98 t, Collection System Collaborative Benchmarking Group Best Practices for Sanitary Sewer Overflow (SSO) Prevention and Response Plan Flow Estimation Pictures 19F-99 APPENDIX D CITY OF SANTA ANA MUNICIPAL CODE CHAPTER39 19F-100 ARTICLE I. IN GENERAL Page 1 of 2 /e1:49[SIR =11111Ml0[Ci40I4:MI Sec. 39-1. Connections to water or sewer mains outside city --Conditions. Land adjacent to, but outside of, the city may be permitted temporary connection to the city water mains and/or the city sewerage if such land satisfies all of the following requirements: (1) Is uninhabited as defined in section 35303 of the state government code. (2) Is a parcel or parcels of land meeting all of the requirements of the Annexation of Uninhabited Territory Act of 1939 (section 35300 et seq., Government Code) so as to be immediately available for annexation to the city. (3) Said land is described in a petition for annexation to the city meeting all of the statutory requirements necessary to be a proper petition as referred to in section 35305 of the state government code so that the city council could pass the resolution referred to in said section and carry forward the annexation proceedings in compliance with statutory requirements of said act without the possibility of successful legal action to defeat or terminate said annexation. (4) Said petition for annexation must be signed by all of the necessary record owners of any land then seeking temporary connection with the city water mains and/or the city sewerage. Said petition must be signed by, the owners of not less than seventy-five (75) percent of all the land in the territory or area described in said petition for annexation, by assessed value as shown on the last equalized assessment roll of the county. (Code 1952, § 7504; Ord. No. NS-465, § 1, 9-6-60) Sec. 39-2. Same --Agreement to be signed. Before any land referred to in section 39-1 may be connected with the sewerage or water lines of the city, the record owners of the land seeking such connection shall sign an agreement with the director of public works of the city, who is hereby designated as the agent of the city to enter into such agreements, agreeing to comply with all city regulations then existing or that may be thereafter adopted to regulate connections with or service through the city sewerage and/or water lines for any connection and service which may be permitted. The agreement shall further provide that the record owners seeking such connections shall make such deposits as are required to cover city expenses in providing and connecting the service sought, and shall provide that such record owners will pay for any services rendered by reason of connections to land referred to in section 39-1. Said agreement shall provide that if said land is not annexed to the city the connection for the rendering of such temporary service shall be terminated within ten (10) days of the date the annexation proceedings are terminated, and that this termination of service shall be accomplished by a physical disconnection and severance of the lines connecting said land to city water mains and/or sewerage lines. Any service connection provided for under the provisions of this section and section 39-1 are expressly understood to be temporary and to depend upon the completion of the annexation proceedings then pending, and said agreements shall so state. (Code 1952, § 7505; Ord. No. NS-465, § 1, 9-6-60) Sec. 39-3. Same --Temporary water and sewer connection to land barred from annexation. 19F-101 http://Iibrary2.municode.com/default-test/DocView/14452/l/242/243 3/3/2009 ARTICLE L IN GENERAL Page 2 of 2 Land contiguous to the city which is barred from annexation to the city by any provision of the annexation statutes of the state which, by reason of nature of the bar, appears to be, and is declared by the city manager to be, of a temporary nature may be permitted temporary connection to the city water mains and/or sewerage upon meeting all of the following conditions: (1) The record owner or owners of such land shall enter into an agreement with the city, and the director of public works of the city is designated as the agent of the city to sign such agreement for and on behalf of the city, agreeing to comply with all existing city regulations and all regulations thereafter adopted controlling connections with or service through such city facilities and such temporary connections and service. (2) Said agreement shall provide that owner will make such deposits as are required to cover city expense in providing, extending, connecting and/or metering of the service sought by owner, and that said owner or his successors in interest, will pay for any services rendered or water delivered through said connections at the rates fixed by the city. (3) Said agreement shall provide that a violation of the terms of said agreement or a failure of said land to annex to the city within a reasonable time after removal of the condition barring annexation shall result in the discontinuance of sewerage service and water service rendered under said agreement, and that at the end of thirty (30) days' notice said services shall be physically disconnected by removal of a part of the lines through which service had been rendered or water served to the property failing to comply with said agreement or failing to annex as herein provided for. (4) Said agreement shall refer to this section in its language, and notice of impending termination of service shall be given by registered mail to the owner and/or occupant of the property, if their addresses be known, and by posting a copy of the notice on the property to be affected. (5) Said agreement shall be acknowledged by record owner or owners of the land seeking such connections. (Code 1952, § 7506; Ord. No. NS-505, § 1, 2-20-61) Sees.39-4--39-14. Reserved. 19F-102 http://Iibrary2.municode.com/default-test/DocVieNv/14452/l/242/243 3/3/2009 ARTICLE II. WATER* Page 1 of 19 Fell a9Is] I=11111Im44elII4:41i *Cross references: Water pollution control, § 18-151 et seq.; draining water onto streets, abandoned wells to be capped, 10-1, § 18-17. State law references: For powers of city respecting water supply, see § 38742, Gov. Code. Sec.39-15. Definitions. As used in this article: Applicant means an individual, partnership, association, corporation or agency of government applying for water service. Backflow preventor means an approved device or means to prevent backflow into the utility's portable water system. Cost means charges which include the cost to the utility of labor, materials, equipment and overhead. Customer means an individual, partnership, association, corporation or an agency of government receiving water service. Date of presentation means the date upon which a bill or notice is mailed to the customer. Department means Department of Public Works, City of Santa Ana. Director of public works means the chief administrative officer of the Department of Public Works, City of Santa Ana. Domestic service means provision of water for household residential purposes, including water for sprinkling lawns, gardens and shrubbery, watering livestock, washing household vehicles, and other similar and customary residential purposes. Fire protection service means provision of stand-by readiness to serve water to premises through a separate fire service line connection for fire protection only, said fire service lines to be connected to automatic sprinkling system, hose attachments or hydrants. Gender : The masculine includes the feminine and neuter genders. Main means the distribution pipe line located in street, highway, public easement or private right-of-way which is used to serve the general public. Meter rate service means provision of water in measured quantities. Overhead charges means charges which include those elements of cost necessary to the construction of an item or the performance of a service which do not become an integral part of the finished product or service. These charges may include, but are not limited to, the cost of supervision, insurance, accounting, and electricity. For any current year, these charges shall be based on costs of the past fiscal year as certified by the director of finance. Parcel means a division of land as shown in the Orange County Assessor's Book. Person means an individual, partnership, association, corporation or an agency of any governmental organization. 19F-103 http://Iibrary2.municode.com/default-test/DocView/14452/l/242/244 3/3/2009 ARTICLE II. WATER* Page 2 of 19 Premises means the integral property or area, including improvements thereon, to which water service is provided or for which an application for water service is filed. Service area means all area within the city limits and the area served outside the city limits on September 16, 1968. Service connection means the tapping connection, pipe, valves, and other facilities by means of which water is conducted from the main to the meter. Temporary service means a service for circuses, bazaars, fairs construction work, irrigation of vacant property, and similar uses which, because of their nature, will not be permanent. Theft of water means the taking of water from any city water main, hydrant, service or facility without a meter or the written permission of the city in the form of a permit or application as provided for in the provisions of this article, or with the intent to avoid payment therefor. Unit of water means one hundred (100) cubic feet. Usage : Shall is mandatory; may is permissive. Utility means the municipal water system of the city. Waste water means the water allowed to flow without useful purpose. Well means an excavation for the purposes of extracting water from the underground. (Code 1952, § 7400; Ord. No. NS-936, § 2, 9-16-68) Sec. 39-16. Application for water service installation. (a) Required, form, procedure : To have water service installed, an application shall be made to the department. The application shall be made on the forms provided by the department and in conformity with the procedure established by the director of public works. (b) Size and type of installation : The department will endeavor to provide a regular water service installation of such size and at such location as the applicant requests, provided said request is reasonable and complies with this Code. Installation by the utility is neither mandatory nor compulsory and the connection may be discontinued by the utility after reasonable notice for noncompliance with any provision of this Code. The utility reserves the right to make the final determination of the size of the service connection, its location and the number of premises to be served. (Code 1952, § 7401; Ord. No. NS-936, § 2, 9-16-68) Sec. 39-17. Application for turning on water. (a) Required, form, procedures : Application to have water turned on or to transfer responsibility for water charges shall be made to the department of finance on the form provided by the finance department of the city and in conformity with the procedures established by the director of finance. (b) Change in tenants : Within the meaning of this Article, a change in tenant occurs when the owner or his agent informs the department that there has been a change of tenants or ownership. (c) Cash deposit : Each applicant, except the record owner, who does not have a current water account with the city shall make a cash deposit at the time of filing the application in an amount estimated by the department of finance to be equal to the charges for water or services likely to be supplied to said property during a period of four (4) months, but not in an amount 19F-104 http://Iibrary2.municode.com/default-test/DocView/14452/l/242/244 3/3/2009 ARTICLE II. WATER* Page 3 of 19 less than ten dollars ($10.00). This estimate shall be based upon the nature of the use of said property, and the experience with other similar deposit may be refunded if and when all bills rendered have been paid for a period of one year. (Code 1952, § 7402; Ord. No. NS-936, § 2, 9-16-68) Sec. 39-18. Application for change in service size or location. size of the meter, the users in the city. Said before delinquent date (a) Required; making of change; liabilities : Any person desiring to change the size or location of any water service that has been installed, shall make application to the department for such a change. The department, if in its judgment the change is necessary or advisable, will make the change. The applicant requesting a change in service size or location shall be liable to the city for all costs, including the cost of special boxes, vaults or equipment where it is determined that the installation of the same is necessary. (b) Deposit : A cash deposit may be requested by the department in an amount estimated to be the cost of the work before any work is started. Any balance of the costs over the deposit is due upon completion of the work. Unless such charges are paid within thirty-five (35) days of the date of presentation, the supply of water will be turned off at the City curb cock and secured and shall remain off and secured until all charges, rates or penalties have been paid. (Code 1952, § 7403; Ord. No. NS-936, § 2, 9-16-68) Sec. 39-19. Charges for service installations. (a) Water service : For all water services the department shall collect in advance for each tap and attachment made with its water system an amount which the city council shall establish by resolution. (b) Fire service : For all fire protection services the department shall collect in advance for each tap and attachment made with its water system an amount which the city council shall establish by resolution. (c) Backflow preventer : The department shall collect in advance for each service requiring backflow protection an amount equal to the estimated cost. (d) Larger size service and special installations : For all large size services and special installations the department shall collect in advance an amount estimated to cover the cost. (Code 1952, § 7404; Ord. No. NS-936, § 2, 9-16-68) Sec. 39-20. Facilities declared property of city; cost of repairs. All facilities, including but not limited to water meters, meter boxes, detector checks, and fittings installed by the city, shall remain at all times the property of the city, and where replacements, repairs, or adjustment of any facility are rendered necessary by the act, omission or negligence of the customer or of any person occupying the premises with the consent of the customer, any expense incurred by the city shall be charged against and collected from the customer. If the customer fails to pay such charges, the water may be shut off until such charges are paid. (Code 1952, § 7405; Ord. No. NS-936, § 2, 9-16-68) Sec. 39-21. Water rates and service charges. 19F-105 http://Iibrary2.municode.com/default-test/DocView/14452/l/242/244 3/3/2009 ARTICLE II. WATER* Page 4 of 19 (a) Water rates : Quantitative and minimum consumption rates shall be charged in the amount which the city council shall establish by resolution. (b) Service charges : Charges shall be made for services rendered to provide and maintain a potable water supply and to provide standby readiness in the amounts established by and for the purposes described in the resolution adopted by the city council. (Code 1952, § 7406; Ord. No. NS-936, § 2, 9-16-68) Sec. 39-22. Water main charges and assessments. When an applicant orders service to a parcel from a water main for which a water main charge or assessment has not been previously paid, a front foot charge shall be made in the amount which the city council shall establish by resolution. The water main charge shall be based on the length of water main or mains more or less parallel to the boundary of the served parcel. For parcels less than one-half ( 1/2) acre in area and not requiring a fire service, the charge shall be based on the length of water main more or less parallel to the frontage where the service connection is made. (Code 1952, § 7407; Ord. No. NS-936, § 2, 9-16-68; Ord. No. INS-1 238, § 1, 11-18-74) Sec. 39-23. Payment of water bills and penalties. (a) Date payment due : Water rates, charges and penalties are due and payable at the department of finance in the city hall on the date of billing and become delinquent fifteen (15) days after the date of such billing. Any charge for water supplied to any customer, together with any penalties or charges due to the city from such customer, or due from any person who has applied for water service, as herein provided for, shall be added to any billing being currently rendered to such person, and the same shall become a part of his current bill for water service and subject to all of the provisions of this article. (b) Failure of meter to register correctly : If a meter fails to register during any period, or is known to have registered inaccurately, the customer shall be charged for an average daily consumption determined when the meter was apparently registering accurately, seasonably adjusted. (c) Penalties : A penalty of ten (10) percent shall be assessed on all unpaid water bills thirty (30) days after the billing date. If the bill remains unpaid thirty-five (35) days after the billing date thereof, the water shall be shut off at the premises and shall remain off until all charges, penalties and fines have been paid, unless the application to have the water turned on is accompanied by evidence satisfactory to the department of finance of change of ownership or change in tenants. Upon the receipt of such evidence, the application for turning on water shall be processed as provided for in section 39-17. (d) Turn off and turn on of service : When the water has been shut off for the violation of any ordinance, regulation or requirement of the city, such water shall not be turned on again unless the violation has been corrected and all charges and penalties have been paid, unless the turn off is exempt from such payment by reason of change of person receiving service. When such turn off is made, a turn on fee of five dollars ($5.00) shall be made for turning on any water service after the same has once been turned off. A fee of two dollars and fifty cents ($2.50) shall be payable for each trip to the premises for the purpose of turning on or off a water service that has been turned off for nonpayment. After a water service and meter have been installed and the service has been turned off for a period of seven (7) days, the meter may be removed from the service. A charge of ten dollars ($10.00) shall be made for the reinstallation of the meter and the turning on of the water. Fees as herein provided shall be added to the next water bill issued after date of turn off, turn on, reinstallation or trip whichever may be the case, provided the 19F-106 http://Iibrary2.municode.com/default-test/DocView/14452/l/242/244 3/3/2009 ARTICLE IL WATER* Page 5 of 19 amount is not collected in advance of the turn off, turn on, reinstallation, or trip. (e) Closing bill : Upon the rendering of the final bill for service, the city shall not refund any credit balance or deposit of less than one dollar ($1.00); any checks returned that cannot be delivered or are unclaimed shall be forfeited unless the applicant applies for refund at the city hall. (Code 1952, § 7408; Ord. No. NS-936, § 2, 9-16-68) Sec. 39-24. Testing of meters and adjustment of bills. (a) Meter test on customer's request : A customer may request the utility to test the meter serving his premises. The customer shall deposit an amount of five dollars ($5.00) to cover the cost of such test and the deposit shall be returned to the customer if the meter is found to register more than two (2) percent fast. The customer shall have the right to attend the conduct of the test and a written report of the test will be given to him if he so requests. (b) Adjustment of bills for meter error : When upon test, a meter is found to be registering more than two (2) percent fast, the city will refund to the customer the amount of the overcharge based on corrected meter readings for the period the meter was in use, but not exceeding a period of six (6) months. When upon test a meter two (2) inches or less in size is found to be registering more than twenty-five (25) percent slow, the city may bill the customer for the amount of the undercharge based upon corrected meter readings for the period the meter was in service, but not exceeding a period of three (3) months. When upon test a meter three (3) inches or larger in size is found to be registering more than five (5) percent slow, the city may bill the customer for the amount of the undercharge based upon corrected meter readings for the period the meter was in service, but not exceeding a period of three (3) months. (Code 1952, § 7409; Ord. No. NS-396, § 2, 9-16-68) Sec. 39-25. General regulations. (a) Meter required : Every water service except a fire service shall have a meter installed in the service line on public property or as close to public right-of-way as possible, if street improvements do not permit installation on public property. (b) Maintenance of customer's facilities : Customers shall prevent all waste of water and keep their service pipes, fixtures, stop cocks and other apparatus (except facilities owned by the city) in good repair and free from leakage and backflow at their own expense. Customers shall be liable for all damages which may result from the customer's failure to maintain said facilities in good repair and free from leakage and backflow. (c) Vacated premises : Water rates will be charged for vacated premises until the city water service office shall have been notified of the discontinuance of the use of water, and is requested to turn off the water. (d) Admittance to premises : Any authorized employee of the city shall be admitted at all reasonable hours to all appropriate parts of the premises supplied with water to see that the provisions of this article, resolutions adopted pursuant hereto, and administrative regulations published in accordance herewith are carried out. 19F-107 http://Iibrary2.municode.com/default-test/DocVieNv/14452/l/242/244 3/3/2009 ARTICLE II. WATER* Page 6 of 19 (a) Unauthorized turn -on or tampering : No one except an authorized employee of the city shall turn the water on or off from or to any premises at city curb cock, or connect or disconnect, or in any way tamper with, any pipes in the meter boxes or with any other part of the water system of the city. (f) Resale or distribution : No customer supplied by the city shall commercially supply water to any other person on property other than the premises for which the customer has applied for service, except as may be permitted by special agreement with the department. Water used by any customer shall be restricted to that use specified in the application or permit for said service. (g) Utility emergency requirements : All faucets, sprinklers, hose nozzles or other continuous streams must be shut off promptly upon the sounding of an alarm of fire or upon notice of other emergency or major disaster. The water shall not be turned on again until the fire is known to be extinguished or the required repairs have been made. (h) Shut -offs for extensions and repairs : The city reserves the right upon reasonable notice, if possible, at any time to shut off the water in its mains for the purpose of making extensions or repairs, or for other purposes, and all persons having boilers within their premises not supplied with tanks or cisterns, but depending upon the pipes of the city to keep them supplied, are hereby cautioned against the danger of collapse. (i) Responsible owner or applicant : In all cases where water is supplied to several tenants from one connection or tap, the city contracts only with the person designated on the application. Failure by said person to comply with the provisions of this article, or with resolutions or regulations enacted or adopted pursuant hereto shall be sufficient cause to disconnect all service until said ordinances, resolutions or regulations are complied with. 0) Right of utility to install facilities : The city shall have the right at any time, and at any point for good cause, to install or change any water meter, detector check, backflow preventer, and fittings as required by this article and the customer shall bear all costs for work so performed. Failure to pay for these facilities as set forth in this article shall relieve the city of any responsibility to provide any service and the service shall be disconnected until full payment of costs, interest and penalties has been made to the city. (k) Curb cocks : There shall be a curb cock or valve in every attachment just inside the curb at a point to be designated by the city. Said curb cock and box will be supplied by the city and shall be for its exclusive use and under its exclusive control. (1) Damage to customer's property : The city will not be responsible for damages to buildings or their contents from any break in a water pipe beyond the street service box. Water customers shall, for their own protection, provide at their own expense another valve at the first suitable point beyond the meter. (m) Unused service connection : Any service connection which has been installed for a period of ten (10) years or more and has not been activated for ten (10) years shall be considered inactive and obsolete. Any person desiring water service for such premises or any portion thereof formerly supplied by the inactive service shall make application for a new service connection and pay the current charge therefor. (n) Meter box or hydrant obstruction : No person shall place trash, dirt, building materials, or other objects or obstructions on or around meter boxes or on, around, or adjacent to city hydrants, and no person shall allow the said meter boxes or hydrants to become obstructed or obscured by vices, trees shrubs, plants, or in any manner so as to make their location difficult to determine, or so as to interfere with or render difficult free access to, or use of, said meter boxes or fire hydrants. In the event of obstruction or obscuring, notice shall be given by the utility to the property served by such meter, or adjacent to such hydrant; such notice shall contain the requirement that the obstruction be removed within twenty-four (24) hours. Where a meter box is obstructed or obscured so that it cannot be read, a penalty charge of two dollars and fifty 19F-108 http://Iibrary2.municode.com/default-test/DocView/14452/l/242/244 3/3/2009 ARTICLE II. WATER* Page 7 of 19 cents ($2.50) shall be made for returning to read the meter. (o) Responsibility of utility : The utility's responsibility ends at the customer's side of the meter, or, in the case of an unmetered or other special installation, where the city's facilities terminate. (Code 1952, § 7410; Ord. No. NS-936, § 2, 9-16-68) Sec. 39-26. Fire hydrants. (A) Location: Fire hydrants shall be installed in locations specified by the department. If applicant requests, and the department approves, a change in the size, type, or location of specified hydrants may be made. The applicant shall pay any additional costs required to comply with said request. (B) Use of fire hydrants as temporary water service: City fire hydrants are provided for the primary purpose of extinguishing fire and shall be opened and used only by the utility, fire department, or such persons as may be authorized by permit. No person shall draw water from any fire hydrant without a permit. Water shall be drawn from hydrants by use of a standard fire hydrant wrench, an auxiliary valve, and meter. Such auxiliary valve and meter shall be placed on the fire hydrant outlet with the auxiliary valve closed before any fire hydrant valve is opened. Any person using a fire hydrant without the aforesaid permit, tools and meter may be charged with theft of water. (1) Permits : (a) Permits shall be issued for a period not to exceed six (6) months. Renewals for the same location or permits for a different location may be granted only after the city has inspected the meter for damage or tampering and has determined the amount of water used as recorded by the meter and that all bills due and payable have been paid or that the amount of deposit is adequate to cover all unpaid bills or cost of repairs. (b) Permits shall not be granted to any individual business or agency known to be in violation of any provision of this Code. (c) Permits shall show the name and address of the permittee, the date issued, the expiration date, the number and location of each hydrant from which water may be obtained, and the amount of money deposited. (d) Deposits may be transferred from one permit to another only if all the conditions of (a) and (b) above have been met. (2) Deposit and fees : Upon granting any permit under this section, the department shall require the applicant to make a deposit sufficient to cover cost of meter with stand, auxiliary valve and hydrant wrench. Deposits will be refunded upon the return of undamaged meter and tools and payment for water used. All or part of the deposit may be forfeited for failure to report the amount of water used monthly, for failure to pay any bill or for failure to return any meter and tools issued to the permittee. (3) Rental of meter : A meter rental rate, in addition to the cost of water used, shall be charged for each day or part of each day the meter and tools are the responsibility of the permittee. A minimum charge equal to the total of the rental fee for five (5) days shall also be established. Said rental may be deducted from the deposit. All charges, fees and rates for water or facilities or equipment owned or installed by the city under this article shall be established by resolution duly enacted by the city council. (Code 1952, § 7411; Ord. No. NS-936, § 2, 9-16-68) 19F-109 http://Iibrary2.municode.com/default-test/DocView-/14452/l/242/244 3/3/2009 ARTICLE IL WATER* Page 8 of 19 Sec. 39-27. Fire protection service. Separate fire services shall be limited to servicing fire sprinkler systems, fire hoses and fire hydrants. No such service shall be used for any purpose other than for the extinguishment of fire or for testing. All such services shall be equipped with a detector check valve at the expense of the owner. (Code 1952, § 7412; Ord. No. NS-936, § 2, 9-16-68) Sec. 39-28. Protection of public water supply. (A) State regulations adopted. The regulations of the state department of public health (Title 17, California Administrative Code, 'Regulations Relating to Cross -Connections," Sections 7583 through 7605), as they are now in effect or as they may be amended in the future, insofar as the same are applicable to the protection of the water supply of this city, are hereby adopted, incorporated herein and made a part hereof. (B) Purpose; applicability. (1) The purpose of this section is: (a) To protect the public water supply against actual or potential cross - connection by isolating within the premises contamination that may occur because of some undiscovered or unauthorized cross -connection on the premises; (b) To eliminate existing connections between drinking water systems and other sources of water that are not approved as safe and potable for human consumption; (c) To eliminate cross -connections between drinking water systems and sources of contamination; and (d) To prevent the making of cross -connections in the future. (2) It is unlawful to make or maintain, for any period of time whatsoever, any cross - connection between plumbing pipes or water fixtures being served with water by the city water department and any other source of water supply or to maintain any sanitary fixture or other appurtenances or fixtures which may cause or allow backflow of water or other substances into the water supply system of the city and/or the service of water pipes or fixtures of any customer of the city. (3) No water service connection to any premises of a type specified in subsection (1) of this section shall be installed or maintained unless the public water supply is protected as required by said state regulations and this section. (C) Approval. (1) Each backflow prevention device (" device(s)") required hereunder shall be approved by the department prior to installation, and shall be installed by and at the expense of the customer for continued service or before a new service will be granted. (2) The department shall approve a device when the device has received approval by the Foundation for Cross -Connection Control Research of the University of Southern California (or other qualified organization as designated by the department), and will provide desired service and reliability. The department shall provide, upon request, to any affected customer, a list of approved devices. (D) Installation. 19F-110 http://Iibrary2.municode.com/default-test/DocView/14452/l/242/244 3/3/2009 ARTICLE II. WATER* Page 9 of 19 (1) Devices shall be installed as close as practical to the customer's service connection and shall be installed above grade in an accessible location approved by the department. (2) Devices shall have at least the same cross -sectional area as the water meter. In those instances where it is determined that a continuous water supply is necessary, two (2) sets of devices shall be installed in parallel. Where parallel devices are required, the sum of the cross -sectional areas of the devices shall be at least equivalent to the cross - sectional area of the meter. (E) Maintenance, testing, and records. (1) The customer shall test and service such devices at least once a year and immediately after installation, relocation or repair. A report, in a form acceptable to the department, which sets forth the results of such test(s) shall be filed immediately with the department. The department may require a more frequent testing schedule if it is determined to be necessary and all costs shall be borne by the customer. (2) Devices shall be serviced, overhauled or replaced whenever they are found to be defective and all costs of such service, overhaul or replacement, including testing, repair and maintenance shall be borne by the customer. (3) The department will supply affected customers with a list of persons acceptable to the department to test devices. (4) The department will notify affected customers by mail when annual testing of a device is needed. Failure to notify shall not relieve the customer of the obligation to test and service its devices. (F) Backflow prevention device removal. (1) The department must be notified and approval must be obtained from the department before a device is removed. (a) Removal in general. The use of a device may be discontinued and the device removed from service upon presentation of sufficient evidence to the department to verify that a hazard no longer exists or is not likely to be created in the future. (b) Removal for relocation. A device may be relocated following confirmation by the department that the relocation will continue to provide the required protection to satisfy installation requirements. A retest will be required, prior to return to service, following the relocation of the device. (c) Temporary removal for repair. A device may be removed for repair or service, provided water use is either discontinued until repair is completed and the device is returned to service, or the service connection is equipped with backflow protection approved by the department. A retest will be required, prior to return to service, following the repair or service of the device. (d) Temporary removal for replacement. A device may be removed and replaced provided water use is discontinued until the replacement device is installed. All replacement devices must be approved by the department prior to being put into service and must be commensurate with the degree of hazard involved. A retest will be required, prior to return to service, following the replacement of the device. (G) Water system survey. (1) Plans and specifications must be submitted to the department upon request for review of possible cross -connection hazards for new or existing service connections. If it 19F-111 http://Iibrary2.municode.com/default-test/DocVieNv/14452/l/242/244 3/3/2009 ARTICLE II. WATER* Page 10 of 19 is determined that a device is necessary to protect the public water system, the required device must be installed before service will be provided or continued. (2) The department may conduct an on -premises inspection or reinspection to evaluate cross -connection hazards. Any customer which cannot or will not allow an on -premises inspection of their piping system shall be required to install the device the department considers necessary. (H) User supervisor. At each premises where it is necessary in the opinion of the department, a user supervisor shall be designated by and at the expense of the customer. This user supervisor shall be responsible for the monitoring of the devices and for avoidance of cross - connections. In the event of contamination or pollution of the drinking water system due to a cross -connection on the premises, the department shall be promptly notified by the user supervisor so that appropriate measures may be taken to overcome the contamination. The customer shall inform the department of the user supervisor's identity on, as a minimum, an annual basis and whenever a change occurs. (1) Type of protection required. (1) The type of protection that shall be provided to prevent backflow into the approved water supply shall be commensurate with the degree of hazard that exists on the customer's premises. The type of device shall be one of the following: (a) Approved air gap separation (hereinafter "AG"); or (b) Approved double check valve assembly (hereinafter "DC"); or (c) Approved reduced pressure principle assembly (hereinafter "RP"). (2) The customer may choose a higher level of protection than required by the department. The minimum types of backflow protection required to protect the approved water supply at the customer's water connection to premises with varying degrees of hazard, are given in Table 1 below. Situations which are not covered in Table 1 shall be evaluated on a case -by -case basis and the appropriate backflow protection shall be determined by the department. (3) In those instances where conditions warrant, the department may modify the minimum installation herein indicated as appropriate to provide a degree of protection commensurate with the degree of hazard. TABLE 1. TYPE OF BACKFLOW PROTECTION REQUIRED TABLE INSET: Degree of Hazard Minimum Type of Backflow Protection 1. Aircraft and missile plants RP 2. Automotive plants RP 3. Auxiliary water systems (interconnected) RP 4. Auxiliary water systems (not interconnected) DC 5. Beverage bottling plants DC 6. Boilers RP 7. Breweries RP $ Buildings greater than 3 stories or greater than 34 feet in height from curb level DC 19F-112 http://Iibrary2.municode.com/default-test/DocVieNv/14452/l/242/244 3/3/2009 ARTICLE II. WATER* Page 11 of 19 9. Buildings with 2 or more service connections (interconnected) DC 10. Buildings with house pumps and/or potable water storage tank DC 11. Buildings with wastewater pumping and/or treatment plants (not RP interconnected) 12. Canneries RP 13. Carwash facilities RP 14. Centralized heating and air conditioning plants RP 15. Chemical plants RP 16. Chemically treated potable water systems RP 17. Civil works (facilities not subject to city plumbing inspection) RP 18. Commercial laundries DC 19. Cooling towers AG 20. Dairies and cold storage plants DC 21. Dye works RP 22. Film processing laboratories RP 23. Fire protection system with biological or chemical additives R 24. Fire protection system with unapproved auxiliary water supply (not DC interconnected) 25. Fire protection system with unapproved auxiliary water supply RP (interconnected) 26. Fire protection system with storage tanks or private reservoirs DC 27. Fire protection systems with 2 or more service connections DC (interconnected) 28. Food processing plants DC 29. High schools and colleges DC 30. Holding tank disposal stations RP 31. Hospitals (major complexes) RP 32. Irrigation systems RP 19F-113 http://Iibrary2.municode.com/default-test/DocVieNv/14452/l/242/244 3/3/2009 ARTICLE II. WATER* Page 12 of 19 33. Laboratories using toxic materials RP 34. Manufacturing, processing and fabricating plants using toxic RP materials 35. Manufacturing, processing and fabricating plants using nontoxic RP materials 36. Medical and dental buildings DC 37. Mobile home parks DC 38. Motion picture studios RP 39. Oil and gas production facilities RP 40. Paper and paper production plants RP 41. Plating plants RP 42. Premises where reclaimed water is used (not interconnected) RP 43. Radioactive materials processing facilities RP 44. Restricted, classified or other closed facilities RP 45. Rubber plants RP 46. Sand and gravel plants RP 47. Sewage and storm drainage facilities RP 48. Any premises where there is a repeated history of cross -connections RP being established or reestablished (J) Discontinuance of water service. (1) Service of water to any premises may be discontinued by the department, after notice, if a device is not installed, tested, and maintained as required by this section 39- 28, or if any defect is found in an installed device, or it is found that a device has been removed or bypassed, or if unprotected cross -connections exist on the premises or if the department determines a hazard or potential hazard exists. Service will not be restored until such conditions or defects are corrected. (2) When the department encounters water uses that represent a clear and immediate hazard to the potable water supply, the department shall institute the procedure for discontinuing the city water service. (3) Conditions or water uses that create a basis for refusal to provide or termination of water service shall include, but are not limited to, the following items: (a) Refusal to install a required device. (b) Refusal to test a device. 19F-114 http://Iibrary2.municode.com/default-test/DocView/14452/l/242/244 3/3/2009 ARTICLE IL WATER* Page 13 of 19 (c) Refusal to repair a faulty device. (d) Refusal to replace a faulty device. (e) Direct or indirect connection between the public water system and a sewer line. (f) Unprotected direct or indirect connection between the public water system and a system or equipment containing contaminants. (g) Unprotected direct or indirect connection between the public water system and an auxiliary water system. (h) A situation which presents an immediate health hazard to the public water system. (4) Water service termination procedures shall include the following items: (a) For conditions (3)(a), (3)(b), (3)(c) or (3)(d) of subsection (J) above, the department will terminate service to a customer's premise after written notice has been sent specifying the corrective action needed and the time period in which it must be done. If no action is taken within the allowed time period water service may be terminated. (b) For conditions (3)(e), (3)(f), (3)(g) or (3)(h) of subsection (J) above, the department will take the following steps: 1. Make a reasonable effort to advise customer of intent to terminate water service. 2. Terminate water supply and lock service valve. The water service will remain inactive until correction of violations has been approved by the department. (K) Information requests. Upon request, the department will provide interested parties with copies of section 39-28, rules and regulations for the testing and maintenance of devices, and such other advice, information, illustrative sketches, drawings and data as may be necessary to familiarize the customers, engineers, architects and others with department requirements. (Code 1952, § 74-13; Ord. No. NS-936, § 2, 9-16-68; Ord. No. NS-1624, § 1, 4-5-82; Ord. No. NS- 2005, § 1, 5-1-89) Sec. 39-29. Water for tracts. (a) Construction water for residential subdivisions of five or more lots : Water used for construction purposes within residential subdivisions of five or more lots shall be paid for at the charge as established by and for the purposes described in the resolution adopted by the council for each lot in the entire subdivision. This payment shall cover all water needed for curbs, sidewalks, concrete pavement, pavement, sub -grade compaction, plastering, bricklaying, and other normal construction uses with the exception of sewer ditch flooding, and shall be taken from the service connection or fire hydrants within the tract, using meters at no additional cost for water, or from fire hydrants under the provision of section 39-26. The charge per lot shall provide for water from service connections or hydrants within and adjacent to the tract boundaries for the construction activities specified above and for any other use such as developing lawns and watering plantings on the lot for a period of four months from the time service is installed or a fire hydrant permit is issued, whichever occurs first. Thereafter, all water use shall be charged for at the regular rates unless the permittee having the fire hydrant permit requests in writing an extension not to exceed sixty (60) days. Such extension may be granted by the director of public works for periods, during which no construction was possible due to 19F-115 http://Iibrary2.municode.com/default-test/DocVieNv/14452/l/242/244 3/3/2009 ARTICLE II. WATER* Page 14 of 19 inclement weather, a strike of construction workers or other good and sufficient reason, uncontrollable by the permittee, which, in the judgment of the director of public works, warrants an extension. (b) Construction water for commercial or industrial subdivisions of five or more lots : Water used for construction purposes within commercial or industrial subdivisions of five (5) or more lots shall be paid for at the charge as established by the council for water from fire hydrants under the provision of section 39-26. (c) Application for water mains : Owners of a new tract or of a subdivision of land, who are required to install water mains and hydrants as provided for in the subdivision ordinance, chapter 34 of this Code, shall make application to have said water mains and fire hydrants laid in said tract or subdivision. Water mains and fire hydrants shall be as determined by the department to properly supply said tract or subdivision, having due regard to the requirements of adjacent lands and growth of the city. The department shall charge and collect in advance for such water mains, fittings and hydrants as it seems necessary at the rate which the city council shall establish by resolution. In cases where the applicant requests and is granted a main larger than deemed necessary by the department, the applicant shall pay the entire cost. (Code 1952, § 7414 ; Ord. No. NS-936, § 2, 9-16-68 ; Ord. No. NS-1084, § 1, 6-21-71) Amendment note --Ord. No. INS-1 084, § 1, amended § 39-29 by applying the charge per lot for service connections or hydrants in (a) to those within and adjacent to the tract in lieu of those within the tract and by adding to (a) the provisions for extensions not to exceed 60 days. Sec. 39-30. Private and mutual water companies operating within city limits. Upon notification in writing by the director of public works a water utility operating within the city limits shall: (a) Furnish the department a detailed map showing the size, location, and depth for all pipelines, hydrants, valves, meters, pump stations, booster stations and other facilities used for the production, distribution or sale of water. Thereafter, copies of current maps and drawings shall be furnished the department annually. (b) Notify the fire department and the department of public works at least twenty-four (24) hours before any area is to be taken out of service for construction, inspection and maintenance or, in the case of an emergency, immediately upon occurrence of same. (c) Install all new facilities to meet the minimum American Insurance Association requirements for fire protection in the same class as the city is rated. (d) Submit two (2) sets of complete plans and obtain the necessary permits for the inspection of any work performed on or in public rights -of -way and obtain a building permit to perform any plumbing or piping on or in private property or easements. (Code 1952, § 7415; Ord. No. NS-936, § 2, 9-16-68) Sec. 39-31. Certification of water supply. Before the issuance of any permit or variance or the signing of any tract map, parcel map, lot split, or improvement plans, a certification must be obtained from the department stating that the water system supplying said property meets the requirements for the last classification of the city by the American Insurance Association in supply, distribution facilities and fire hydrants or that the property is or will be served by the city. (Code 1952, § 7416; Ord. No. NS-1936, § 2, 9-16-68) 19F-116 http://Iibrary2.municode.com/default-test/DocView/14452/l/242/244 3/3/2009 ARTICLE IL WATER* Page 15 of 19 Sec. 39-32. Graywater systems. No person shall construct or maintain a graywater system, as defined in sections 14876 and 14877 of the Water Code of the State of California. In order to avoid the potential health hazard presented by a graywater system, the public works agency may discontinue water service to any premises on which a graywater system has been installed until such system is removed. (Ord. No. NS-2233, § 1, 9-19-94) Editor's note: Prior to its reinstatement as "graywater systems" by Ord. No. NS-2233, this section was repealed by Ord. No. NS-1219, § 2, adopted Sept. 16, 1974 and had pertained to drilling and abandoning wells; the section derived from Code 1952, § 7417, and Ord. No. NS-936, § 2, adopted Sept. 16, 1968. Sec. 39-33. Wasting water on or over city property. It is unlawful for any person or agency to waste water by running said water over or upon city curbs, gutters or streets or other city property without a permit from the department. The running of wastewater upon city property shall constitute a hazard to the maintenance of the structural properties of city facilities and to the people for whom the use of said property has been provided. (Code 1952, § 7418; Ord. No. NS-936, § 2, 9-16-68) Sec. 39-34. City acquisition of systems outside city. Any land outside of the corporate limits where the city may purchase or acquire the water system shall receive water service at such rates as the council shall establish by resolution. (Code 1952, § 7418 ; Ord. No. NS-936, § 2, 9-16-68) Sec. 39-35. Service outside city limits. No service connections shall be made with the water system of the city for the rendering of water service in any area not within the city limits, and no service to any area within the city limits shall supply water to any area outside of the city limits, even though such areas outside the city limits may stand of record as owned by the same person or persons receiving water service on adjacent land within the city limits. However, when the record owner of any parcel of land has signed a petition requesting that said land be annexed to the city, and filed the same with the clerk of the council, temporary connections may be made with the water lines of the city for use on said land, and water may be provided from the city water lines for use on said land through such temporary connection during the annexation proceeding. If, for any reason, said land is not annexed to the city, such temporary service shall be terminated upon the termination of annexation proceedings, and the water lines shall be physically disconnected and no further water shall be provided to said land until a further petition has been filed as herein provided. Any land outside of the corporate limits receiving water service from the city on October 16, 1968, may continue to be served, subject to all of the provisions of this Code. Double the rates, charges and penalties as herein specified for service within the city limits shall be charged for service to customers outside the city limits, except those services receiving city water at regular rates on September 16, 1968. 19F-117 http://Iibrary2.municode.com/default-test/DocView/14452/l/242/244 3/3/2009 ARTICLE IL WATER* Page 16 of 19 (Code 1952, § 7419; Ord. No. NS-936, § 2, 9-16-88) Sec. 39-36. Reclaimed water --Source of reclaimed water. (a) For purposes of sections 39-36 through 39-46, reclaimed water shall be defined as treated wastewater supplied by Orange County Water District (OCWD) from the Green Acres Project, or treated wastewater of comparable quality from such other water reclamation system as the city shall designate. (b) The city has agreed to buy reclaimed water from OCWD and to resell such reclaimed water, as contractor for OCWD, to water users located within the jurisdictional and service boundaries of the city. (c) Any city obligation to deliver reclaimed water is conditioned upon OCWD's completing and making operational the Green Acres Project, including the distribution pipeline system necessary to provide reclaimed water to users, upon OCWD's making reclaimed water available for sale to users and upon issuance of all necessary permits, certificates and approvals by all federal, state and local regulatory agencies having jurisdiction over the construction and operation of water reclamation facilities and over the production, distribution, sale and use of reclaimed water. Any obligation is further conditioned upon OCWD being able to acquire acceptable right-of-way access from the Green Acres Project facilities to the users' property for distribution pipeline purposes, and upon approval of all federal, state and local agencies having regulatory jurisdiction or grant funding responsibilities with regard to the Green Acres Project facilities. (d) The city shall have no obligation to supply reclaimed water beyond that usable by the user on the property set forth in any reclaimed water user agreement. Reclamation water furnished by the city shall be provided solely for the user's use, and the user shall not resell any such reclaimed water. (Ord. No. NS-2045, § 1, 12-4-89) Sec. 39-37. Same --Pressure and quality of water purchased by user. Subject to compliance by OCWD, all reclaimed water delivered to users from Green Acres Project facilities shall conform to the current and future requirements established by the California Regional Water Quality Control Board -Santa Ana Region, state and local health departments, and federal, state and county agencies having jurisdiction to establish minimum standards for the quality of reclaimed water. Reclaimed water shall be delivered on a continuous basis at the minimum and maximum pressures set forth in the user's reclaimed water user agreement. (Ord. No. NS-2045, § 2, 12-4-89) Sec. 39-38. Same --Ownership of valves and meters. The city will own, operate and maintain the control valves located on each side of the meter and the metering device installed on the service line to the user's property. At locations where reclaimed water is used exclusively, the city may convert existing service connections (including control valves and meters) from potable to reclaimed water system connections. The user will own and maintain all facilities on the user's side of the customer control valve. The user shall be held responsible and charged for all water passing through meters at its property. The city reserves the right to determine the size of the reclaimed water pipeline, the type of pipe, the service connection required, and any and all other appurtenances related to reclaimed water 19F-118 http://Iibrary2.municode.com/default-test/DocView/14452/l/242/244 3/3/2009 ARTICLE II. WATER* Page 17 of 19 usage which are located on the property location to which reclaimed water will be delivered. (Ord. No. NS-2045, § 3, 12-4-89) Sec. 39-39. Same --Purchase of water by user. (a) The city will supply reclaimed water to the user, and the user shall purchase reclaimed water for the location(s) and purposes and in the estimated amounts set forth in its reclaimed water user agreement. (b) The user shall commence taking deliveries of reclaimed water after receiving written notice of availability from the city. To the extent that the user's then -current use of its property necessitates the use of reclaimed water, the user will continue to purchase reclaimed water from the city. In the event that the current use of the property is discontinued or is modified, reclaimed water service may be terminated by mutual agreement in writing by the city and the user. (c) The city reserves the right to control and schedule the use, distribution and delivery of reclaimed water if, in its reasonable discretion, control and scheduling are necessary to maintain the reclaimed water distribution system in acceptable working condition. Scheduling may include, but is not limited to, varying rates of pressure and programming deliveries to the user and/or to portions of the user's property. (d) If at any time during the construction or operation of the project facilities real or potential hazards, or evidence of a hazard, are found to exist, the city reserves the right and has the authority to terminate reclaimed water service to the user's property in the interest of protecting the public health. Service shall be reinstated upon abatement of the hazard. If service is terminated pursuant to this section, the city may supply the user with water from its potable water sources or an alternative reclaimed water system at the then -current reclaimed water rate for up to thirty (30) days; after thirty (30) days and until such time as the delivery of reclaimed water is reinstated, the user shall pay the potable water rate if potable water is supplied or the reclaimed water rate if an alternative source of reclaimed water is used. (e) In the event the lack of delivery of reclaimed water is the result of an operational fault of the city, the rate for the water delivered through the system will be equal to the then -current rate for reclaimed water for a period of up to thirty (30) days; thereafter, the user shall pay the regular potable rate. If the inability to deliver is beyond the control of the city, the city shall charge and the user shall pay the regular potable rate. (f) In the event that OCWD ceases the production and distribution of reclaimed water or in the event that the treatment criteria imposed by any regulatory authority exceeds or differ significantly from those existing as of the date of the execution of the reclaimed water user agreement and application for water service, the city shall supply potable water at the then - established potable water price. The city shall incur no liability to the user by reason of the temporary cessation of delivery of reclaimed water or by reason of the termination of such delivery. (Ord. No. NS-2045, § 4, 12-4-89) Sec. 39-40. Same --Price of reclaimed water. The price to be paid by the user for all reclaimed water delivered by the city shall be established by resolution of the city council of the city, subject to the provision of the user's reclaimed water user agreement. (Ord. No. NS-2045, § 5, 12-4-89) 19F-119 http://Iibrary2.municode.com/default-test/DocView/14452/l/242/244 3/3/2009 ARTICLE IL WATER* Page 18 of 19 Sec.39-41. Same --Payment. Reclaimed water accounts shall be subject to section 39-23 of the Santa Ana Municipal Code. (Ord. No. NS-2045, § 6, 12-4-89) Sec. 39-42. Same --Limitation on use. Reclaimed water delivered from OCWD's Green Acres Project facilities has restricted uses. The user shall use reclaimed water only upon the property of the user and only for those uses and purposes provided for in the reclaimed water user agreement and which are legally permissible under the laws of the state, the rules and regulations adopted by the city, by OCWD and by all regulatory agencies having jurisdiction including, but not limited to, the California Regional Water Control Board -Santa Ana Region, and state and local health departments. (Ord. No. NS-2045, § 7, 12-4-89) Sec. 39-43. Same --Rules and regulations. The user shall comply with all rules and regulations, including the "Green Acres Project, Project Rules and Regulations for the Use of Reclaimed Water," promulgated now and in the future by OCWD, the city, the State of California or the federal government relative to the sale, distribution, transportation and use of reclaimed water. (Ord. No. NS-2045, § 8, 12-4-89) Sec.39-44. Same --Responsibility. (a) The city's responsibility for the reclaimed water delivered to the user ends at the user's side of the meter or, in the case of an unmetered or other special installation, where the city's facilities terminate. Operation, management, maintenance and monitoring with respect to the storage, distribution and other facilities under the control of the user shall be the responsibility of the user. (b) The user shall allow the city and/or OCWD's representatives to enter the user's premises for monitoring, inspecting, sampling, analysis and observation of the user's reclaimed water facilities at all reasonable times. The user, its personnel, agents, etc., shall cooperate with the city and/or OCWD in said activities and assist in the performance of operational tests as required. If a determination is made that the user's facilities are not in compliance with city and/or OCWD requirements, the user shall promptly initiate and diligently pursue to completion action that will correct the conditions causing the noncompliance. If the user shall fail to comply with its obligations specified herein, the city may make such repairs, improvements, changes, or undertake such other activities as are necessary to comply with the user's obligations at the user's expense. Such expense shall be payable to the city by the user upon demand, or the city may discontinue reclaimed water service until such time as the user makes appropriate repairs and the city inspects the user's system to assure conformance with applicable rules and regulations. (Ord. No. NS-2045, § 9,12-4-89) 19F-120 http://Iibrary2.municode.com/default-test/DocVieNv/14452/l/242/244 3/3/2009 ARTICLE II. WATER* Page 19 of 19 Sec. 39-45. Same --Applicability of Chapter 39. Reclaimed water accounts and service shall be subject to provisions of Chapter 39 of the Santa Ana Municipal Code, except through 39-46. In the event of conflict between sections 39-36 through Chapter 39, the provisions of sections 39-36 through 39-46 shall control (Ord. No. NS-2045, § 10, 12-4-89) Sec. 39-46. Same --Agreement to be signed. and shall comply with all the as specified in sections 39-36 39-46 and the other portions of Before any reclaimed water service is provided, the user shall sign a reclaimed water user agreement with the director of public works of the city, who is hereby designated as the agent of the city to enter into such agreements, in addition to filing or obtaining any applications or permits required by Chapter 39. (Ord. No. NS-2045, § 11, 12-4-89) Sees.39-47--39-50. Reserved. 19F-121 http://Iibrary2.municode.com/default-test/DocVieNv/14452/l/242/244 3/3/2009 ARTICLE III. SEWERS Page 1 of 12 Fill :49 DAI=1111II ATIrl=11:it1 Sec. 39-51. Mandatory connections. All buildings or other structures which contain any plumbing fixtures and which are located within any sewer district or district serviced by a public sewer must be connected to a public sewer. Whenever any property shall be included in a sewer district or area served by a public sewer, every building or other structure located on such property and containing any plumbing fixtures shall, within ninety (90) days after completion of the public sewer in such district or area, have all such fixtures connected to the said public sewer, and all cesspools or septic tanks on such property shall be disconnected and completely filled with good, sound earth at the time the sewer connection is made; provided, however, if the property has been, previous to its inclusion in a sewer district, connected to a public sewer and if such connection is approved by the director of public works, said connection shall be considered as complying with the provisions of this section. (Code 1952, § 7500) Sec. 39-52. Connection outside of a sewer district; permit required. Any lot or any building or structure on any lot located within the city, but outside of an existing sewer district or area served by a public sewer, may be connected with a public sewer, but no person shall make any such connection unless and until he shall have been granted a sewer permit for such connection and unless and until said person or the owner of said lot or parcel or his duly authorized agent, shall have paid to the director of public works an amount equal to that which would have been assessed to said lot or parcel had it been in the district assessed for the existing sewer to which said connection is to be made. Said amount may be reduced at the discretion of the director of public works to allow for extra length of house sewer or connecting sewer necessary. (Code 1952, § 7501) Sec. 39-53. Connection permit required; determination of fee. (a) Except as provided in subsection (b) hereinbelow, no person shall make any sewer connection unless a permit therefor shall have been applied for and issued by the director of public works. No permit for such connection shall be issued by the director of public works as provided in this section unless the application therefor is accompanied by the payment of a fee to the city in an amount which the director of public works shall determine to be said applicant's proportionate share of the cost of construction of such public sewer, as prescribed in subsection (c). (b) Whenever a main sewer line is replaced by a new line, the laterals connected to the former line shall be connected to the new line as part of the installation thereof. In such event no permit shall be required from the owner or occupant of any existing premises thus reconnected. (c) The sewer connection fee for the applicant's proportionate share of the cost of public sewer construction shall be computed on the following basis: (1) The fee shall be an amount equal to the assessment per fixture unit, multiplied by the net increase in fixture units on the parcel or parcels for which sewer connection application is made over the total fixture units previously serviced by any sewer line to which such parcel or parcels were connected. The number of fixture units assigned to 19F-122 http://Iibrary2.municode.com/default-test/DocView/14452/l/242/245 3/3/2009 ARTICLE III. SEWERS Page 2 of 12 each plumbing fixture shall be as provided in the plumbing code of the City of Santa Ana. (2) In all cases of sewer connection application for the servicing of a commercial laundry or restaurant, including any first occupancy unit under subparagraph (b), a fee in the amount of the standard cost per fixture unit multiplied by thirty (30) fixture units per clothes washing or dishwashing machine shall be assessed in addition to other fee assessments pursuant to subparagraph (1) hereinabove. (3) The city council shall, from time to time, establish by resolution the current assessment per fixture unit and the sewer connection application fees resulting therefrom in accordance with this section. (4) All fees collected shall be deposited into the sewer connection fee fund pursuant to Article VII of Chapter 13. (Code 1952, § 7502; Ord. No. NS-1497, § 1, 8-6-79; Ord. No. NS-2065, § 1, 6-18-90) Sec. 39-54. Development conditioned upon sewer line construction. The director of public works shall review building permit applications for the purpose of determining whether the proposed development would result in an overload of existing sewer line capacity. No building permit which would result in such overload shall be approved unless a sewer line of sufficient capacity be first constructed or unless the city and the applicant enter into an agreement for its subsequent construction. In determining the necessary sewer line capacity the director of public works shall take into account the anticipated future development of all parcels that use or will use the sewer line to be constructed. The city may enter into an agreement with any person constructing a sewer line pursuant to this section by which such person, or his successor -in -interest, shall be reimbursed for costs of construction of a sewer line, to the extent they exceed such person's own sewer connection fees due under section 39-53, solely from revenues in the sewer connection fee fund established by Article VII of Chapter 13 of this Code. Any such agreement may provide that any fee that would otherwise be due pursuant to section 39-53 from the contracting party shall be a credit on the contracting party's right to receive reimbursement, in which case no payment of the fee to the city shall be required from the contracting party. (Ord. No. NS-1497, § 2, 8-6-79) Sec.39-55. Reserved. Sec. 39-55.1. Sewerage service fee --Purpose. In order to reimburse the city, in part, for its service in transporting sewerage from a water utility customer or other person using the city -owned sewer system and facilities to Orange County's publicly owned treatment works and related infrastructure, and to operate, maintain, repair and replace said city -owned sewer system and facilities, it is appropriate for the city to charge a sewerage service fee. This fee does not duplicate any existing fee, charge, levy or other toll currently collected by any public agency, and is intended to be, and shall be interpreted as, distinct and separate from any current or future (a) sewer standby or availability charge or assessment; (b) special benefit assessment or special tax imposed pursuant to state or local law; (c) sewer connection charge or sewer capacity charge paid in connection with or as a condition of approving an application for sewer service; or (d) any mitigation fee imposed on new development pursuant to state law (Government Code § 66000 et seq.) or local law. Where appropriate, words and phrases used in sections 39-55.1--39.55.E shall have the same meaning as given them under article II of this chapter. (Ord. No. NS-2479, § 2, 9-17-01) 19F-123 http://Iibrary2.municode.com/default-test/DocVieNv/14452/l/242/245 3/3/2009 ARTICLE III. SEWERS Page 3 of 12 Sec.39-55.2. Same --Establishment. (a) Except as provided in section 39-55.3 of this Code, upon each water utility customer of the city there shall be imposed, in addition to the commodity charge for usage of city water, a sewerage service fee. All sewerage service fees imposed pursuant to this subsection shall be due and payable at the time and in the manner provided in this Code for payment of water utility bills pursuant to article II of this chapter, but shall be listed as a separate line item on the water utility bill. The sewerage service fee shall be charged based upon the volume of usage of the city's sewer system by the water utility customer, as measured by metered water service. (b) Excepts as provided in section 39-55.3, subsections (1) through (3) of this Code, upon any person who receives potable water service from a municipal water provider other than the city or from a private water provider, and who discharges into the city -owned sewer system and facilities there shall be imposed a sewerage service fee. All sewerage service fees imposed pursuant to this subsection shall be due and payable at the time and in the manner provided in this Code for payment of water utility bills pursuant to article II of this chapter. The sewerage service fee shall be charged based upon the volume of usage of the city's sewer system by the person, as measured by metered water service or other means approved by the director of the public works agency or designee. (Ord. No. NS-2479, § 2, 9-17-01) Sec.39-55.3. Same --Exceptions. The following types of connections shall not be liable for payment of the sewerage service fee: (1) Fire service connections when separately metered; (2) Irrigation service connection when separately metered; (3) Any individual, partnership, association, corporation or agency of government that is not connected to the city's sewerage system; provided, however, that it shall be the obligation of the individual, partnership, association, corporation or agency of government to present evidence of this fact to the city; or (4) Any water utility customer who has not received city supplied water during a billing period. (Ord. No. NS-2479, § 2, 9-17-01) Sec. 39-55.4. Same --Setting reasonable fee. The city council shall, from time to time, set a reasonable sewerage service fee by resolution. All monies collected from the sewerage service fee, including penalties and interest for late payment, shall be deposited into the sewerage enterprise fund established pursuant to chapter 13 of this Code. (Ord. No. NS-2479, § 2, 9-17-01) Sec.39-55.5. Same --Delinquencies. Delinquent sewer service fee charges against a water utility customer or person shall constitute a lien against property upon recordation following appropriate action by the city council following substantial compliance with all provisions of Government Code section 54354 et seq., as it may be 19F-124 http://Iibrary2.municode.com/default-test/DocVieNv/14452/l/242/245 3/3/2009 ARTICLE III. SEWERS Page 4 of 12 amended from time to time, including notice and an opportunity to be heard; except as may be provided therein. As a separate and distinct remedy, the city attorney is authorized to bring suit pursuant to Government Code section 54356. The city shall not disconnect water utility service for failure to pay the sewer service fee, unless said failure is accompanied by a customer's failure to pay the water utility service in which case disconnection of water utility service shall be governed by article II of this chapter. (Ord. No. NS-2479, § 2, 9-17-01) Sec. 39-55.6. Variance from payment of sewerage service fee. Any person subject to the sewerage service fee may request that the director or designee waive the requirement of payment of the sewerage services fee due to individual circumstances that demonstrate, on a case -by -case basis, that the amount of the fee is not reasonably related the cost of the service the city provides in transporting sewerage to the Orange County publicly owned treatment works and related infrastructure. The decision of the director or designee may be appealed pursuant to chapter 3 of this Code. (Ord. No. NS-2479, § 2, 9-17-01) Sec. 39-56. Fats, oils and grease control. (1) Purpose and policy. A. The purpose of this section is to allow the maximum beneficial public use of the city's sewer services and facilities while preventing blockages of the sewer lines resulting from discharges of FOG to the sewer facilities and to specify appropriate FOG discharge requirements for FSEs. B. To comply with federal, state, and local policies regarding ssos and to allow the city to meet applicable standards and provisions for the regulations of wastewater or waste containing FOG discharges to the sewer facilities. (2) Definitions. A. Terms not defined herein shall be defined as set forth in the latest adopted applicable editions of the California Codes applicable to building construction. B. Words used in this section in the singular may include the plural and the plural the singular. Use of masculine shall mean feminine and use of feminine shall mean masculine. Shall is mandatory; may is permissive or discretionary. C. Subject to the foregoing provisions, the following definitions shall apply in this section: Best management practices (BMPs) means schedules of activities, a prohibition of practices, maintenance procedures and other management practices to prevent or reduce the introduction of FOG to the sewer facilities. Change in operations means any change in the ownership, food types, or operational procedures that have the potential to increase the amount of FOG generated and/or discharged by FSEs in an amount that alone or collectively causes or creates a potential for SSOs to occur. City manager means the city manager of the City of Santa Ana or his or her designee. Discharger means any person who discharges or causes a discharge of wastewater directly or indirectly to a public sewer. Discharger shall mean the same as user. 19F-125 http://Iibrary2.municode.com/default-test/DocView/14452/l/242/245 3/3/2009 ARTICLE III. SEWERS Page 5 of 12 Effluent means any liquid outflow from the FSE that is discharged to the sewer. Enforcing attorney means the city attorney or district attorney acting as counsel to the city and his/her designee. Executive director means the executive director of the public works agency or his/her designee. Fats, oils, and grease ("FOG') means any substance such as a vegetable or animal product that is used in, or is a by product of the cooking or food preparation process, and that turns or may turn viscous or solidifies with a change in temperature or other conditions. FOG control program means the FOG control program required by and developed pursuant to RWQCB Order No. R8-2002-0014, Section (c)(12)(viii). FOG control program manager means the city manager and persons designated by and under his/her instruction and supervision, which are assigned to administer the FOG control program. A consultant retained under contract by the city may be designated as the FOG control program manager. Food service establishment (FSE) means facilities defined in California Health And Safety Code Section 113785 and any commercial entity, operating in a permanently constructed structure such as a room, building, or place, or portion thereof, maintained, used, or operated for the purpose of storing, preparing, serving, or manufacturing, packaging, or otherwise handling food for sale to other entities, or for consumption by the public, its members or employees, and which has any process or device that uses or produces FOG, or grease vapors, steam, fumes, smoke or odors that are required to be removed by a type I or type II hood, as defined in CURFFL Section 113785. Food grinder means any device installed in the plumbing or sewage system for the purpose of grinding food waste or food preparation by products for the purpose of disposing it in the sewer system. Grease control device means any grease interceptor, grease trap or other mechanism, device, or process, which attaches to, or is applied to, wastewater plumbing fixtures and lines, the purpose of which is to trap or collect or treat FOG prior to it being discharged into the sewer system. A grease control device may also include any other proven method to reduce FOG subject to the approval of the city. Grease cleaning fee is a fee to cover the costs of increased maintenance of the sewer system for inspection and cleaning of FOG and other viscous or solidifying agents that a properly employed grease control device would otherwise prevent from entering the sewer system. Grease interceptor means a multi -compartment device that is constructed in different sizes and is generally required to be located underground between a FSE and the connection to the sewer system. These devices must be cleaned, maintained, and have the FOG removed and disposed of in a proper manner on regular intervals to be effective. Grease trap means a grease control device that is used to serve individual fixtures and have limited effect and should only be used in those cases where the use of a grease interceptor or other grease control device is determined to be impossible or impracticable. Hot spots means areas in sewer lines that have experienced sanitary sewer overflows that must be cleaned or maintained frequently to avoid blockages of sewer system, or otherwise require maintenance that would not be necessary. 19F-126 http://Iibrary2.municode.com/default-test/DocVieNv/14452/l/242/245 3/3/2009 ARTICLE III. SEWERS Page 6 of 12 Inflow means water entering a sewer system through a direct stormwater runoff connection to the sanitary sewer, which may cause an almost immediate increase in wastewater flows. Infiltration means water entering a sewer system, including sewer service connections, from the ground through such means as defective pipes, pipe joints, connections, or manhole walls. Interceptor means a grease interceptor. Interference means any discharge which, alone or in conjunction with discharges from other sources, inhibits or disrupts the city's sewer system or is a cause of violation of federal or state environmental laws. New construction means any structure planned or under construction for which sewer connection permits has not been issued. Public sewer means a sewer owned and operated by the city, or other local public agency, which is tributary to the city's sewer facilities. Person means any individual, partnership, firm, association, corporation or public agency, including the state and the United States of America. Remodeling means a physical change or operational change causing generation of the amount of FOG that exceeds the current amount of FOG discharged to the sewer system by the FSE in an amount that alone or collectively causes or creates a potential for SSOs to occur; or requires either a discretionary land use approval, building permit, or plumbing permit, and involves any one or combination of the following: (1) Under slab plumbing in the food processing area; (2) An increase in the net public seating area; (3) An increase in the size of the kitchen area; or (4) Any change in the size or type of food preparation equipment. Rules and regulations means non -punitive rules and regulations as established by the executive director to implement this section and the FOG control program. Sewer facilities or system means any and all facilities used for collecting, conveying, pumping, and disposing of wastewater. Sewer lateral means a building sewer as defined in the latest edition of the California Plumbing Code. It is the wastewater connection between the building's wastewater facilities and a public sewer system. Sanitary sewer overflow (SSO) means a sewer spill, loss or discharge of sewage from a sanitary sewer system. User means any person who discharges or causes a discharge of wastewater directly or indirectly to a public sewer system. User shall mean the same as discharger. Waste means sewage and any and all other waste substances, liquid, solid, gaseous or radioactive, associated with human habitation or of human and animal nature, including such wastes placed within containers of whatever nature prior to and for the purpose of disposal. Wastewater means the liquid and water -carried wastes of the community and all constituents thereof, whether treated or untreated, discharged into or permitted to enter a public sewer. (3) Rules and regulations and interpretations. 19F-127 http://Iibrary2.municode.com/default-test/DocVieNv/14452/l/242/245 3/3/2009 ARTICLE III. SEWERS Page 7 of 12 A. The executive director is hereby authorized and directed to promulgate rules and regulations consistent with the provisions of this section as may be necessary or desirable to aid in administration of this section and the FOG control program. Any such rule or regulation may be added, modified, or deleted as necessitated by changes in law, increased demands of regulatory agencies, or technological improvements or advances. Said rules and regulations shall be filed in the office of the executive director and maintained in an orderly manner readily accessible to the public. Further, city will provide a copy of said rules and regulations to all FSEs at the time of initial inspection for compliance with this section. The burden to secure and comply with the rules and regulations shall be upon the FSE and in accordance with the goals and purposes of the FOG control program. B. The city manager, the director of public works, and persons designated and under the instruction and supervision of any of them, may investigate compliance of this chapter. (4) Prohibitions. The following prohibitions shall apply to all FSEs: A. The discharge into the sewer system of FOG that may accumulate and/or cause or contribute to blockages in the sewer system or at the sewer system lateral except as provided herein. B. The installation of food grinders in the plumbing system of new constructions of FSEs. All existing food grinders shall be removed from FSEs within one hundred eighty (180) days of the effective date of this section. C. The introduction of any additives into a FSEs wastewater system for the purpose of emulsifying FOG, unless a specific written authorization from the FOG control program manager is obtained. D. The disposal of cooking oil into drainage pipes. E. The discharge of wastewater from dishwashers to any grease trap or grease interceptor. F. The discharge of wastewater with temperatures in excess of 140°F to any grease control device, including grease traps and grease interceptors. G. The use of biological additives for grease remediation or as a supplement to interceptor maintenance, without prior authorization from the FOG control program manager. H. The discharge of waste from toilets, urinals, washbasins, and other fixtures containing fecal materials to sewer lines intended for grease interceptor service. I. The discharge of any waste including FOG and solid materials removed from the grease control device to the sewer system. J. Dishwashers and food waste disposal units shall not be connected to or discharged into any grease trap. (5) Best management practices required. All FSEs shall implement best management practices (BMPs) in their operation to minimize the discharge of FOG to the sewer system. The requirements and guidelines for BMPs are specified in the rules and regulations. (6) FOG pretreatment required. Waste, which contains FOG, shall be discharged into the sewer system only under the conditions of this section. The following facilities shall discharge all waste from sinks, dishwashers, drains, and any other fixtures through which grease may be discharged, into an adequately sized, properly maintained and functioning grease interceptor before the discharge enters the sewer system, as well as providing a grease interceptor effluent monitoring port: 19F-128 http://Iibrary2.municode.com/default-test/DocVieNv/14452/l/242/245 3/3/2009 ARTICLE III. SEWERS Page 8 of 12 A. New construction of FSEs. 1. A newly constructed FSE(s) shall install grease interceptors prior to commencing the discharge of wastewater to the sewer system. 2. Existing FSEs undergoing remodeling or a change in operations shall be required to install a grease interceptor prior to commencing the discharge of wastewater to the sewer system. B. Existing FSEs. Existing FSEs are not required to install interceptor unless the FOG control program manager makes a determination that the existing FSE(s) currently are or have the reasonable potential to adversely impact the sewer system by causing or contributing to: (1) FOG hot spots; (2) Interference; (3) SSOs; or (4) Said FSE is not implementing or complying with BMP's as listed in the rules and regulations. Said FSE (s) shall install grease interceptors within one hundred eighty (180) days after receipt of official notice to install said interceptor unless said FSE obtains a conditional waiver as discussed below. C. Conditional waiver ("waiver') of interceptor requirement. The FOG control program manager may provide a written waiver to the requirement to install a grease interceptor, listing the conditions upon which said waiver is granted, upon a finding of one or more of the following: (1) The FSE can substantively demonstrate that it employs an alternative pretreatment technology that is equivalent or better than a grease interceptor in controlling its FOG discharge. (2) The FSE provides evidence through downstream visual monitoring of the sewer system for at least three (3) months, at its own expense, that no visible accumulation of FOG in its lateral and/or tributary downstream sewer lines is occurring. (3) There is no potential for FOG from the FSEs to cause or contribute to SSOs (4) The FSE discharges of FOG are negligible and do not cause a significant impact to the sewer system. (5) The FSE pays a grease cleaning fee in lieu of installation of a grease interceptor. This cleaning fee can be paid in lieu of installation of a grease interceptor when: (1) Installation of an interceptor can not physically be accomplished, (2) There is not adequate slope for gravity flow between kitchen plumbing fixtures and the grease interceptor and/or between the grease interceptor and the private collection lines or the public sewer and (3) No alternative pretreatment can be installed. Further, the FSE must agree to either: (a) Hire a contractor to clean and inspect the sewer main as established in rules and regulations; or (b) Pay a yearly fee (grease cleaning fee) to the city for the 19F-129 http://Iibrary2.municode.com/default-test/DocVieNv/14452/l/242/245 3/3/2009 ARTICLE III. SEWERS Page 9 of 12 increased cost to clean the sewer mains. The grease cleaning fee shall be established by resolution of the city council, and shall be based on the estimated annual increased cost of maintaining the sewer system for inspection and removal of FOG and other viscous or solidifying agents attributable to the FSE resulting from the lack of a grease interceptor or grease control device. (6) The FSE may use or may be required to install grease traps, in lieu of installation of a grease interceptor when: (1) Installation of an interceptor can not physically be accomplished; (2) There is not adequate slope for gravity flow between kitchen plumbing fixtures and the grease interceptor and/or between the grease interceptor and the private collection lines or the public sewer; and (3) No alternative pretreatment can be installed. Sizing and installation of grease traps shall conform to the current edition of the California Plumbing Code. Grease traps shall be maintained in efficient operating conditions by periodic removal of their full content, including sewage, FOG, floating materials, sludge and solids. The maintenance frequency for all FSEs with grease traps is specified in FOG Control Program Rules and Regulations. D. Revocation of waiver. The program manager may revoke a waiver upon a determination of one or more of the following: 1. Quantity of FOG discharge as measured or as indicated by the size of FSEs based on seating capacity, number of meals served, menu, water usage, amount of on -site consumption of prepared food and other conditions have changed since the granting of said waiver such that the FSE is contributing to FOG discharges. 2. Adequacy of implementation and compliance with BMPs. 3. Change in sewer size, grade, and condition based on visual information. 4. Changes in operations that significantly affect FOG discharge. 5. Failure to comply with any of the conditions set forth in the waiver. 6. Any other condition deemed reasonably related to the generation of FOG discharges by the FOG control program manager. (7) Grease interceptor requirements. A. All interceptors shall be of an approved type and adequately sized and shall be installed, operated, and maintained as necessary to maintain compliance with the objectives of this section. B. Fixtures, equipment, and drain lines located in the food preparation and cleanup areas of FSEs that are sources of FOG discharges shall be connected to the grease interceptor. C. Grease interceptors shall be constructed in accordance with the design approved by the FOG control program manager and in accordance with applicable UPC design requirements and shall have a minimum of two (2) compartments with fittings designed for grease retention. D. The grease interceptor shall be installed at a location where it shall be at all times easily accessible for inspection, cleaning, and removal of accumulated grease. E. Access manholes, with a minimum diameter of twenty-four (24) inches, shall be 19F-130 http://Iibrary2.municode.com/default-test/DocVieNv/14452/l/242/245 3/3/2009 ARTICLE III. SEWERS Page 10 of 12 provided over each grease interceptor chamber and sanitary tee. The access manholes shall extend at least to finished grade and be designed and maintained to prevent water inflow or infiltration. The manholes shall also have readily removable covers to facilitate inspection, grease removal, and wastewater sampling activities. (8) Grease interceptor maintenance requirements. Grease interceptors shall be maintained in efficient operating condition by periodic removal of the full content of the interceptor. The maintenance frequency for all FSEs with a grease interceptor is specified in the rules and regulations. No FOG that has accumulated in a grease interceptor shall be allowed to pass into any sewer lateral, sewer system, storm drain, or public right-of-way during maintenance activities. FSEs with grease interceptors are required to maintain data and information necessary to establish the maintenance grease interceptors. Said documentation shall be provided to the program manager as requested. (9) Multiple FSEs located on the same property. Property owners with more than one FSE located on said property shall be responsible for the installation and maintenance of a grease interceptor(s). (10) Monitoring for compliance. In an effort to minimize the discharge of FOG to the sewer system the FOG control program manager may require the FSE to monitor and/or sample wastewater for compliance with the rules and regulations. (11) Record keeping requirements. All FSEs shall be required to keep records in accordance with the rules and regulations established by the city under its FOG control program for no less than two (2) years. Required records include grease interceptor/trap maintenance and cleaning logs, employee -training logs, waste hauling manifest, interceptor sampling data, and facility plumbing and mechanical plans. The FSE shall, upon reasonable request, make the records available to the program manager or his designee. (12) Inspection and sampling conditions. A. The FOG control program manager or his designee may inspect or order the inspection and sample the wastewater discharges of any FSE to ascertain whether the FSE is complying with all requirements of this section. The FSE shall allow the city access to the FSE premises, during normal business hours for purposes of inspecting the FSEs grease control devices or interceptor, reviewing the manifests, receipts and invoices relating to the cleaning, maintenance and inspection of the grease control devices or interceptor. Where a FSE has security measures in force, the FSE shall make necessary arrangements so that representatives of the city shall be permitted to enter without delay for the purpose of performing their specific responsibilities/inspections. B. The FOG control program manager or his designee shall have the right to place or order the placement on the FSEs property such devices as are necessary to conduct sampling or metering operations. The FSE shall make available for inspection and copying by the program manager or his designee all notices, monitoring reports, waste manifests, and records including, but not limited to, those related to wastewater generation, and wastewater disposal without restriction but subject to the confidentiality provision set forth in this section. All such records shall be kept by the FSE a minimum of two (2) years. (13) Right of entry. Persons or occupants of premises where wastewater is created or discharged shall allow the FOG control program manager or his designee, reasonable access to all parts of the wastewater generating and disposal facilities for the purposes of inspection and sampling during all times the discharger's facility is open, operating, or any other reasonable time. No person shall interfere with delay, resist or refuse entrance to city representatives attempting to inspect any facility involved directly or indirectly with a discharge of wastewater to the city's sewer system. If entry is refused, the FOG control manager or his designee shall have 19F-131 http://Iibrary2.municode.com/default-test/DocVieNv/14452/l/242/245 3/3/2009 ARTICLE III. SEWERS Page 11 of 12 recourse to the remedies provided by law to secure entry. (14) Emergency notification requirements. A. In the event a FSE is unable to comply with any breakdown of equipment, accidents, or human error o opportunity to know that his/her/its discharge will exceed th this section, the discharger shall immediately notify the pro material discharged to the sewer has the potential to cause or SSOs, the discharger shall immediately notify the loca city. section condition due to a the FSE has reasonable discharge provisions of the jram control manager. If the or result in sewer blockages health department and the B. Confirmation of this notification shall be made in writing to the FOG control program manager no later than five (5) working days from the date of the incident. The written notification shall state the date of the incident, the reasons for the discharge or spill, what steps were taken to immediately correct the problem, and what steps are being taken to prevent the problem from recurring. C. Such notification shall not relieve the FSE of any expense, loss, damage or other liability which may be incurred as a result of damage or loss to the city or any other damage or loss to person or property; nor shall such notification relieve the FSE of any fees or other liability which may be imposed by this section or other applicable law. (15) Emergency suspension order. The city may, by order of the city manager, suspend sewer service when the city manager determines that such suspension is necessary in order to stop an actual or impending discharge which presents or may present an imminent or substantial endangerment to the health and welfare of persons, or to the environment, or may cause SSOs, sewer blockages, interference to the city's sewer facilities, or may cause the city to violate any state or federal law or regulation. Any discharger notified of and subject to an emergency suspension order shall immediately cease and design the discharge of all wastewater containing FOG to the sewer system. (16) Nuisance. Any condition that the FOG control manager determines may result in the discharge of waste, which causes or contributes to any sewer blockage, SSOs, obstruction, interference, damage, or any other impairment to the city's sewer facilities or to the operation of those facilities shall constitute a threat to the public health, safety and welfare, and is declared and deemed a public nuisance and may be summarily abated as such. (17) Violations of other laws. Any person acting in violation of this section also may be acting in violation of the Federal Clean Water Act or the State Porter -Cologne Act and other laws and also may be subject to sanctions including civil liability. Accordingly, the enforcing attorney is authorized to file a citizen suit pursuant to Federal Clean Water Act Section 505(a), seeking penalties, damages, and orders compelling compliance, and other appropriate relief. The enforcing attorney may notify EPA Region IX, the California Regional Water Quality Control Board, or any other appropriate state or local agency, of any alleged violation of this section. (18) Other civil remedies. The enforcing attorney may file an action for civil damages in a court of competent jurisdiction seeking recovery of: A. All costs incurred in enforcement of the section, including but not limited to costs relating to investigation, sampling, monitoring, inspection, administrative expenses, all other expenses as authorized by law, and consequential damages; B. All costs incurred in mitigating harm to the environment or reducing the threat to human health; and C. Damages for irreparable harm to the environment. The remedies available to the city pursuant to the provisions of this article shall not limit the right of the city to seek any other remedy that may be available by law. 19F-132 http://Iibrary2.municode.com/default-test/DocVieNv/14452/l/242/245 3/3/2009 ARTICLE III. SEWERS Page 12 of 12 (Ord. No. NS-2670, § 2, 11-15-04) Sec. 39-57. Infiltration and inflow into sewer system. All city -owned sewer lines and private onsite sewer lines and laterals should be constructed and maintained to prevent water infiltration into the sewer system. Private on -site sewer lines and public sewer lines shall be used only to convey raw sewage. Rainfall runoff sources (including, but not limited to roof drains, site drains, inlets, uncovered wash area drains, etc.) are prohibited from connecting to any public or private sanitary sewer pipeline. (Ord. No. NS-2670, § 2, 11-15-04) Sec. 39-58. Introduction prohibited. No person shall introduce any of the following into the city's sewer system: A. Pollutants that create a fire or explosion hazard in the sewer collection system or the publicly owned treatment works (POTW), including, but not limited to, waste streams with a closed cup flashpoint of less than 140' Fahrenheit or 60' Centigrade using the test methods specified in 40 CFR 261.21. B. Pollutants that will cause corrosive structural damage to the sewer collection pipes and structures, but in no case discharges with pH lower than 5.0, unless the works in specifically designed to accommodate such discharges. C. Solid or viscous substances in amounts which will cause obstruction to the flow in the sewer collection system or the POTW resulting in interference. D. Any pollutant, including oxygen demanding pollutants (BOD, etc.) released in a discharge at a flow rate and/or pollutant concentration which will cause interference with the POTW. E. Heat in amounts, which will inhibit biological activity in the POTW resulting in interference, but in no case heat in such quantities that the temperature at the POTW treatment plant exceeds 40' Centigrade (104' Fahrenheit) unless the approval authority, upon request of the POTW, approves alternate temperature limits. F. Petroleum oil, non -biodegradable cutting oil, or products of mineral oil in amounts that will cause interference or pass through. G. Pollutants which result in the presence of toxic gases, vapors, or fumes within the sewer collection system or the POTW in a quantity that may cause acute worker health and safety problems. H. Any trucked or hauled pollutants. I. Large volume discharges in a short period of time (slug flows) that adversely effect the operational capacity of the sewer. (Ord. No. NS-2670, § 2, 11-15-04) Sec.39-59. Reserved. 19F-133 http://Iibrary2.municode.com/default-test/DocView/14452/l/242/245 3/3/2009 ARTICLE IV. CONSTRUCTION AND ABANDONMENT OF WELLS Page 1 of 5 ARTICLE IV. CONSTRUCTION AND ABANDONMENT OF WELLS Sec.39-60. Purpose. It is the purpose of this article to control the construction and reconstruction of wells to the end that the ground water of this city will not be impaired in quality and that water obtained from such wells will be suitable for the purpose for which used and will not jeopardize the health, safety or welfare of the people of this city and to provide for the destruction of abandoned wells or wells found to be public nuisances to the end that such wells will not impair the quality of ground water or otherwise jeopardize the health, safety or welfare of the people of this city. (Ord. No. NS-1219, § 1, 9-16-74) Sec.39-61. Definitions. As used in this article, the following words shall have the meaning provided in this section. Abandoned and abandonment. The terms "abandoned" or "abandonment' shall apply to a well which has not been used for a period of one (1) year, unless the owner declares in writing to the advisory agency his intention to use the well again for supplying water or other associated purpose (such as an observation well or injection well) and receives approval of such declaration from the advisory agency. All such declarations shall be renewed annually and at such time be resubmitted to the advisory agency for approval. Test holes and exploratory holes shall be considered abandoned twenty-four (24) hours after construction work has been completed, unless otherwise approved by the enforcement officer. Advisory agency. At all such times as an agreement is in effect between the City of Santa Ana and the County of Orange providing for the enforcement of the provisions of this article by the County of Orange, the advisory agency shall be as set forth in that agreement; otherwise, the advisory agency shall be the city council of the City of Santa Ana. Agricultural well. A water well used to supply water for irrigation or other agricultural purposes, including so-called stock wells. Cathodic protection well. Any artificial excavation in excess of fifty (50) feet constructed by any method for the purpose of installing equipment or facilities for the protection, electrically, of metallic equipment in contact with the ground, commonly referred to as a cathodic protection well or a deep anode. Community water supply well. A water well used to supply water for domestic purposes in systems subject to Chapter 7 of Part I of Division 5 of the California Health and Safety Code. Construct, reconstruct (construction, reconstruction). To dig, drive, bore, drill or deepen a well, or to reperforate, remove, replace, or extend a well casing. Destruction. The proper filling and sealing of a well that is no longer useful so as to assure that the ground water is protected and to eliminate a potential physical hazard. Electrical grounding well. Any artificial excavation in excess of fifty (50) feet constructed by any method for the purpose of establishing an electrical ground. Enforcement officer. At all such times as an agreement is in effect between the City of Santa Ana and the County of Orange providing for the enforcement of the provisions of this article by the County of Orange, the enforcement officer shall be as set forth in that agreement; otherwise, the 19F-134 http://Iibrary2.municode.com/default-test/DocVieNv/14452/l/242/246 3/3/2009 ARTICLE IV. CONSTRUCTION AND ABANDONMENT OF WELLS Page 2 of 5 enforcement officer shall be the director of public works of the City of Santa Ana or his designee. Individual domestic well. A water well used to supply water for domestic needs of an individual residence or commercial establishment. Industrial well. A water well used to supply an industry on an individual basis. Observation well. A well used for monitoring or sampling the conditions of a water -bearing aquifier, such as water pressure, depth, movement or quality. Permit. A written permit issued by the enforcement officer permitting the construction, reconstruction, destruction, or abandonment of a well. Person. Any person, firm, corporation or governmental agency. Public nuisance. The term "public nuisance," when applied to a well, shall mean any well which threatens to impair the quality of ground water or otherwise jeopardize the health or safety of the public. Salt water (hydraulic) barrier well. A well used for extracting water from or injecting water into the underground as a means of preventing the intrusion of salt water into a fresh water bearing aquifer. Test or exploratory hole. An excavation used for determining the nature of underground geological or hydrological conditions, whether by seismic investigation, direct observation or any other means. Well. Any artificial excavation constructed by any method for the purpose of extracting water from or injecting water into the underground, for providing cathodic protection or electrical grounding of equipment, for making tests or observations of underground conditions, or for any other similar purpose. Wells shall include, but shall not be limited to, community water supply wells, individual domestic wells, industrial wells, agricultural wells, cathodic protection wells, electrical grounding wells, test and exploratory holes, observation wells and salt water (hydraulic) barrier wells, as defined herein, and other wells whose regulation is necessary to fulfill the purpose of this article as determined by the advisory agency. Wells shall not include: (a) Oil and gas wells, geothermal wells or other wells constructed under the jurisdiction of the state department of conservation, except those wells converted to use as water wells; (b) Wells used for the purpose of dewatering excavations during construction, or stabilizing hillsides or earth embankments; or (c) Other wells whose regulation is not necessary to fulfill the purpose of this article as determined by the advisory agency. (Ord. No. NS-1219, § 1, 9-16-74) Sec. 39-62. Acts prohibited; permit required. No person shall, within the City of Santa Ana, construct or reconstruct any well unless such construction or reconstruction is carried out pursuant to and in conformance with a written permit issued for that purpose by the enforcement officer as provided in this article. Nor shall any such person abandon a well unless it has been destroyed pursuant to and in conformance with a written permit issued by the enforcement officer. Nor shall any such person violate the terms of any order issued by the advisory agency or the enforcement officer, issued pursuant to this article. (Ord. No. NS-1219, § 1, 9-16-74) 19F-135 http://Iibrary2.municode.com/default-test/DocVieNv/14452/l/242/246 3/3/2009 ARTICLE IV. CONSTRUCTION AND ABANDONMENT OF WELLS Page 3 of 5 Sec. 39-63. Applications for permits; contents, fee; term, conditions, cancellation of permit. Applications for permits shall be made to the enforcement officer containing such information as he shall require. Each application shall be accompanied by a fee as established by the Orange County Board of Supervisors on the basis of the cost incurred in enforcing the provisions of this article. Fifty (50) per cent of the fee shall be returned to the applicant should the permit be denied or if the permit is cancelled within sixty (60) days after issuance and no work has been done. A permit shall remain in effect for one (1) year from date of issuance. Permits may be issued subject to any condition or requirement found by the enforcement officer to be necessary to accomplish the purposes of this article. A permit may be cancelled or the conditions amended by the enforcement officer if he determines that to proceed with the work would result in a public nuisance or the permit holder has violated the terms of the permit or this article. (Ord. No. NS-1219, § 1, 9-16-74; Ord. No. NS-2145, § 6, 9-16-91) Sec. 39-64. Notification of completion of work; inspection. The permittee shall notify the enforcement officer in writing upon completion of the work and no work shall be deemed to have been completed until such written notification has been received. A final inspection of the work shall be made by the enforcement officer and no permittee shall be deemed to have complied with this article or his permit until such inspection has been performed. (Ord. No. NS-1219, § 1, 9-16-74) Sec. 39-65. Notice of denial or cancellation of permit. In the event a permit is denied or cancelled, the applicant or permit holder shall be given written notice by the enforcement officer, which notice shall specify the reasons for his action and shall notify the applicant or permit holder of his right to request a hearing before the advisory agency within ten (10) days. (Ord. No. NS-1219, § 1, 9-16-74) Sec. 39-66. Notice that well constitutes public nuisance; posting, contents. In the event the enforcement officer determines that a well constitutes a public nuisance, he shall mail a written notice to the landowner and the permit holder, if other than the landowner. A copy of the notice shall be posted on the affected property. The notice shall state the specific facts giving rise to such nuisance; the corrective measures deemed necessary; the time, date, and place at which a hearing shall be held by the advisory agency relating thereto, which date shall be not less than ten (10) nor more than thirty (30) days after the date such notice is mailed. The notice shall state that in the event the advisory agency determines that a public nuisance exists a special assessment shall be imposed upon the land for any costs of abatement. (Ord. No. NS-1219, § 1, 9-16-74) 19F-136 http://Iibrary2.municode.com/default-test/DocView/14452/l/242/246 3/3/2009 ARTICLE IV. CONSTRUCTION AND ABANDONMENT OF WELLS Page 4 of 5 Sec. 39-67. Immediate abatement of nuisance. If the enforcement officer finds that immediate action is necessary to prevent impairment of the ground water or a threat to the health or safety of the public, he may abate the nuisance without giving notice. Within twenty-four (24) hours after initiating such abatement, the enforcement officer shall give notice of a hearing before the advisory agency in the manner prescribed in section 39-66. (Ord. No. NS-1219, § 1, 9-16-74) Sec. 39-68. Board hearing. At the time fixed for the hearing, the advisory agency shall hear and consider all relevant testimony and evidence offered by the landowner and by any other interested person. In the event the advisory agency finds that a public nuisance exists, it shall direct the enforcement officer to take any necessary action to protect the ground water or the health and safety of the public, unless the situation is corrected by the landowner on or before a date to be specified by the advisory agency. The costs of such corrective work by the enforcement officer shall become a special assessment upon the land pursuant to section 39-69. If the advisory agency finds that a permit was improperly denied or cancelled, it shall order the enforcement officer to issue or reinstate such permit. (Ord. No. NS-1219, § 1, 9-16-74) Sec. 39-69. Abatement costs a special assessment. Upon a finding by the advisory agency that a well constitutes a public nuisance, all cost of abatement carried out under the terms of this article shall constitute a charge and special assessment upon the parcel of land involved. If such costs are not paid within sixty (60) days, they shall then be declared a special assessment against that parcel as provided in Government Code, Section 28773.5. Such special assessment shall be collected at the same time and in the same manner as ordinary city taxes are collected and shall be subject to the same penalties and the same procedures and sale in case of delinquency as provided for ordinary city taxes. The city shall retain the additional and independent right to recover its costs by way of civil action against the owner and person in possession or control, jointly or severally. (Ord. No. NS-1219, § 1, 9-16-74) Sec.39-70. Standards. Standards for the construction, reconstruction, destruction, or abandonment of wells shall be the standards recommended in the state department of water resources Bulletin No. 74, Chapter II, and future amendments thereto. Standards for the construction, reconstruction, destruction or abandonment of cathodic protection wells and electrical grounding wells shall be the standards recommended in the state department of water resources Bulletin No. 74-1, and future amendments thereto. Well standards may be modified by the enforcement officer, with the advice and concurrence of the advisory agency, where required to cope with the local geological and ground water conditions. (Ord. No. NS-1219, § 1, 9-16-74) 19F-137 http://Iibrary2.municode.com/default-test/DocVieNv/14452/l/242/246 3/3/2009 ARTICLE IV. CONSTRUCTION AND ABANDONMENT OF WELLS Page 5 of 5 Sec. 39-71. Penalty for article violation. Any person who violates the terms of this article or any permit issued hereunder shall be guilty of a misdemeanor, punishable by a fine not exceeding five hundred dollars ($500.00) or by imprisonment not exceeding six (6) months, or by both such fine and imprisonment. Such person shall be deemed guilty of a separate offense for each and every day or portion thereof during which any such violation is committed, continued or permitted and shall be subject to the same punishment as for the original offense. (Ord. No. NS-1219, § 1, 9-16-74) Sees.39-72--39-79. Reserved. 19F-138 http://Iibrary2.municode.com/default-test/DocVieNv/14452/l/242/246 3/3/2009 ARTICLE V. MEMORY LANE INTERCEPTOR SEWER DEVELOPMENT FEE Page 1 of 2 /e1:491014*rm�� 14��[a]:r7Ae10I=1111I011194:Z014ito] :*9ArJ1=11:all AN=11 111161:2 �d401119a=110 Sec.39-80. Definitions. As used herein, the following words shall have the following meanings: Agency payment means a payment in the amount of six hundred twenty-eight thousand dollars ($628,000.00) to be made by the Community Redevelopment Agency of the City of Santa Ana for part of the city allocation as an advance payment of fees which may be required by this article for future development of the MainPlace site. City allocation means that portion of the cost of the Memory Lane Interceptor which has been allocated to the city pursuant to agreement between the city and the sanitation district. Development project means any proposed construction project which is or will be the subject of a building permit application and which adds fixture units. Fixture unit has the same meaning as it has in the plumbing code of the city. The number of fixture units of a development project is determined as provided in the plumbing code. Memory Lane Interceptor means that certain sewer line designated by the sanitation district as the "Memory Lane Interceptor, Contract No. 2-30," having a proposed route starting on the west side of the Santa Ana River at Memory Lane, proceeding eastward along Memory Lane, under the Santa Ana Freeway (Interstate 5), and along Owens Drive, then northward along Parker Street to La Veta Avenue. Sanitation district means County Sanitation Districts Nos. 1 and 2 of Orange County. Service area means all that area in the city to the northeast of the Santa Ana Freeway (Interstate 5) and either (1) north of Santiago Creek and east of Main Street, or (2) west of Main Street. (Ord. No. NS-2178, § 1, 10-5-92) Sec.39-81. Findings. In adopting this article, the city council of the city finds and determines (1) The sanitation district proposes to construct the Memory Lane Interceptor pursuant to an agreement with the cities of Santa Ana and Orange whereby those cities will be responsible for providing to the sanitation district their respective shares of the cost of such improvement. (2) Due to the fact that sewers serving the service area are now operating at capacity, no further major development projects can occur in the service area prior to the construction of the Memory Lane Interceptor. (3) It is necessary and appropriate that the city's portion of the costs of the Memory Lane Interceptor be borne by those persons improving property in the service area with development projects, rather than by the public at large. (4) The fee imposed by this article is for the purpose of providing funding for that portion of the cost of the Memory Lane Interceptor which is allocated to the city and revenues raised by the fee will be used either (1) directly for that purpose, or (2) to reimburse the city as the source of initial funding of the Memory Lane Interceptor for part of the payments made for the Memory Lane Interceptor by the city as the source of initial funding. 19F-139 http://Iibrary2.municode.com/default-test/DocVieNv/14452/l/242/247 3/3/2009 ARTICLE V. MEMORY LANE INTERCEPTOR SEWER DEVELOPMENT FEE Page 2 of 2 (5) There is a reasonable relationship between the use of the fee imposed by this article for the Memory Lane Interceptor, the need for the Memory Lane Interceptor, and the types of major development projects which are subject to the fee, because major development projects cannot proceed at all in the service area unless additional sewer facilities are provided to service that area, and the Memory Lane Interceptor is the most appropriate means to provide such additional sewer service. (6) The amount of the fee imposed by this article is reasonable, in that it is based on anticipated development projects in the service area and the portion of the cost of the Memory Lane Interceptor allocated to the city. (Ord. No. NS-2178, § 1, 10-5-92) Sec. 39-82. Imposition of fee. There is imposed upon each development project in the fee area a development fee in the amount of ninety-eight dollars ($98.00) per fixture unit. The fee imposed by this section is in addition to any other development fees imposed by this Code, except that it shall be in place of the sewer connection fee established by section 39-53. No building permit shall be issued for any part of a development project in the fee area until the fee imposed by this section has been paid; provided, however, the city may require earlier payment of the fee through conditions imposed on any discretionary approval of the development project by the city or through a development agreement between the city and the developer. (Ord. No. NS-2178, § 1, 10-5-92) Sec. 39-83. Memory Lane Interceptor fee fund. All money received by the city pursuant to section 39-82 shall be deposited in a separate account known as the Memory Lane Interceptor fee fund. Money in such account may be invested in the same manner as other city money and any interest earned thereon shall likewise accrue to the Memory Lane Interceptor fee fund. Money in the Memory Lane Interceptor fee fund may be used solely for the purpose of paying the city allocation until the city allocation, exclusive of the agency payment, has been paid in full, except as otherwise provided in section 39-83.5. (Ord. No. NS-2178, § 1, 10-5-92) Sec. 39-83.5. City prepayment of city allocation. If and to the extent that the city has paid the city allocation to the district (exclusive of the agency payment) with funds other than those paid into the Memory Lane Interceptor fee fund pursuant to section 39-83, then payments into that fund shall be used to reimburse the city for such payment. (Ord. No. NS-2178, § 1, 10-5-92) 19F-140 http://Iibrary2.municode.com/default-test/DocVieNn-" 14452/I /242 '247 3/3/2009 ARTICLE VI. CONSERVATION OF PUBLIC WATER SUPPLY Page 1 of 6 ARTICLE VI. CONSERVATION OF PUBLIC WATER SUPPLY DIVISION 1. GENERALLY Sec.39-84. Purpose. The purpose of this article is to prevent the waste or unreasonable use of water and to provide a mandatory water conservation plan during a proclaimed water shortage. Because of the water supply conditions prevailing in the city and in the area of this state from which the city obtains a portion of its supply, the general welfare requires that the conservation of such water be practiced for the benefit of the people of the city and for the public welfare. (Ord. No. NS-2073, § 1, 9-4-90) Sec.39-85. Authorization. The director of public works is authorized and empowered to enforce and administer the provisions of this article. (Ord. No. NS-2073, § 1, 9-4-90) Sec. 39-86. Public health and safety not to be affected. Nothing in this article shall be construed to require the department to curtail the supply of water to any customer when such water is required by that customer to maintain an adequate level of public health and safety. (Ord. No. NS-2073, § 1, 9-4-90) Sec.39-87. Environment. This article and the actions hereafter taken pursuant thereto are exempt from the provisions of the California Environmental Quality Act of 1970 as a project undertaken as immediate action necessary to prevent or mitigate an emergency pursuant to Section 507(c) of the State EIR Guidelines. (Ord. No. NS-2073, § 1, 9-4-90) DIVISION 2. DEFINITIONS Sec.39-88. General. The words and phrases used in this article shall be construed as defined in section 39-15, unless separately defined in this article or the context clearly requires otherwise. Unless a different definition is set forth in section 39-15 or elsewhere in this article, the definitions set forth in the other 19F-141 http://Iibrary2.municode.com/default-test/DocVieNv/14452/l/242/248 3/3/2009 ARTICLE VI. CONSERVATION OF PUBLIC WATER SUPPLY Page 2 of 6 provisions of this Code shall likewise apply. (Ord. No. NS-2073, § 1, 9-4-90) Sec.39-89. Phasing. Phasing shall refer to the city council action of declaring water conservation Phase I, II or II I by resolution. (Ord. No. NS-2073, § 1, 9-4-90) Sees.39-90--39-95. Reserved. DIVISION 3. GENERAL PROHIBITIONS [-TMi.1KM- W:rI" All customers shall repair all leaks from indoor and outdoor plumbing fixtures. (Ord. No. NS-2073, § 1, 9-4-90) Sec.39-97. Runoff. No customer shall cause or allow water to run off landscape areas into adjoining streets, sidewalks or other paved surfaces due to incorrectly directed or maintained sprinklers or excessive watering. (Ord. No. NS-2073, § 1, 9-4-90) Sec. 39-98. Washing of vehicles and equipment. Washing of motor vehicles, trailers, boats and other types of mobile equipment shall be done only with a hand-held bucket or a hose equipped with a positive shutoff nozzle for quick rinses, except that washing may be done at the immediate premises of a commercial car wash. (Ord. No. NS-2073, § 1, 9-4-90) Sees.39-99--39-104. Reserved. DIVISION 4. REGULATIONS GOVERNING WATER CONSERVATION PHASES Sec. 39-105. Determination of conservation phase. The city council shall make findings of shortage and declare the applicable water conservation phase by resolution. (Ord. No. NS-2073, § 1, 9-4-90) 19F-142 http://Iibrary2.municode.com/default-test/DocVieNv/14452/l/242/248 3/3/2009 ARTICLE VI. CONSERVATION OF PUBLIC WATER SUPPLY Page 3 of 6 Sec. 39-106. Water conservation Phase I. During water conservation Phase I no person shall: (1) Wash sidewalks, walkways, driveways, parking areas or other paved surfaces, except as is required to dispose of dangerous liquids or substances dangerous to the public health and safety. (2) Water lawn, landscape or other turf areas except between the hours of 4:00 p.m. and 10:00 a.m. (3) Use water to clean, fill or maintain levels in decorative fountains, ponds, lakes or other similar aesthetic structures unless such water is part of a recycling system. (4) Serve drinking water to any customer unless expressly requested. Nor shall any restaurant, hotel, cafe, cafeteria or other public place where food is sold, served or offered for sale serve drinking water to any customer unless expressly requested. (Ord. No. NS-2073, § 1, 9-4-90) Sec. 39-107. Water conservation Phase II. During water conservation Phase I I no person shall: (1) Violate the provisions of section 39-106, except that the restrictions on watering lawn, landscape or other turf areas shall be modified to prohibit watering more often than every other day and such areas shall only be watered between the hours of 6:00 p.m. and 6:00 a.m. This provision shall not apply to commercial nurseries and golf courses. (2) Water lawn, landscape or other turf areas of commercial nurseries or golf courses except between the hours of 6:00 p.m. and 6:00 a.m. There shall be no restriction on watering utilizing reclaimed water. (3) Make, cause, use or permit the use of water for any purpose in an amount in excess of ninety (90) per cent of the amount used on that customer's premises during the corresponding billing period during the prior calendar year. (Ord. No. NS-2073, § 1, 9-4-90) Sec. 39-108. Water conservation Phase III. During water conservation Phase I II no person shall: (1) Violate the provisions of section 39-106, except that the restrictions on watering lawn, landscape or other turf areas shall be modified to prohibit watering more often than every third day and such areas shall only be watered between the hours of 6:00 p.m. and 6:00 a.m. This provision shall not apply to commercial nurseries and golf courses. (2) Water lawn, landscape or other turf areas of commercial nurseries or golf courses more often than every other day and shall only water between the hours of 6:00 p.m. and 6:00 a.m. There shall be no restriction on watering utilizing reclaimed water. (3) Use water from fire hydrants except for fire fighting and related activities. Other uses of water for municipal purposes shall be limited to activities necessary to maintain the public health, safety and welfare. 19F-143 http://Iibrary2.municode.com/default-test/DocVieNv/14452/l/242/248 3/3/2009 ARTICLE VI. CONSERVATION OF PUBLIC WATER SUPPLY Page 4 of 6 (4) Make, cause, use or permit the use of water for any purpose in excess of eighty (80) per cent of the amount used on the customer's premises during the corresponding billing period of the prior calendar year. (Ord. No. NS-2073, § 1, 9-4-90) Sec. 39-109. Implementation of water conservation phases. (a) Each month the department shall monitor and evaluate the demand for water by customers and the projected available supply. Upon determination of potential or actual water shortage, the director of public works shall recommend to the city council the extent of the conservation phase required by customers in order for the department to prudently supply water to customers. (b) The city council shall make findings of shortage and declare the conservation phase by resolution. Said resolution shall specify the start date of the conservation phase. The resolution shall be published once in a daily newspaper of general circulation within the city and shall become effective immediately upon such publication. (c) The provisions of sections 39-107(3) and 39-108(4) requiring curtailment in the use of water shall be effective the first full billing period commencing on or after the date of such publication. (Ord. No. NS-2073, § 1, 9-4-90) Sec. 39-110. Exclusivity of penalties. Notwithstanding any other provision of the Santa Ana Municipal Code, the penalties set forth in section 39-111 shall be exclusive and not cumulative with any other section of this Code. (Ord. No. NS-2073, § 1, 9-4-90) Sec. 39-111. Enforcement of water conservation phases. Violation by any customer of sections 39-96 through 39-108 shall be penalized as follows: (1) First violation. The director of public works or his designee shall issue a written notice of the fact of a first violation to the customer. (2) Second violation. For a second violation during any one (1) proclaimed water shortage, the director of public works or his designee shall impose a surcharge in an amount equal to fifteen (15) per cent of the customer's water bill. (3) Third and subsequent violations. For a third and each subsequent violation during any one (1) proclaimed water shortage, the director of public works or his designee shall install a flow -restricting device of one (1) gallon per minute capacity for services up to one and one-half (1 1/2) inches size, and comparatively sized restrictors for larger services, on the service of the customer at the premises at which the violation occurred for a period of not less than forty-eight (48) hours. The department shall charge the customer the reasonable costs incurred for installing and for removing the flow - restricting devices and for restoration of normal service. The charge for installing and removing a flow -restricting device and any other penalties or charges due the city from the customer or due from any person who has applied for water service, shall be paid before normal service can be restored. (Ord. No. NS-2073, § 1, 9-4-90) 19F-144 http://Iibrary2.municode.com/default-test/DocView/14452/l/242/248 3/3/2009 ARTICLE VI. CONSERVATION OF PUBLIC WATER SUPPLY Page 5 of 6 Sec. 39-112. Relief from compliance. (a) A customer may file an application for relief from any provision of this section. The director of public works shall develop such procedures as necessary to determine such application and shall, upon the filing by the customer of an application for relief, take such steps as reasonably necessary to determine the application for relief. (b) The application for relief may include a request that the customer be relieved, in whole or in part, from the water use curtailment provisions of sections 39-96 through 39-108 and shall contain the basis for such request. (c) In determining whether to grant relief and the nature of any relief, the director of public works shall take into consideration all relevant factors including, but not limited to: (1) Whether any additional reduction in water consumption will result in unemployment; (2) Whether additional members have been added to the household; (3) Whether any additional landscaped property has been added to the property since the corresponding billing period of the prior calendar year; (4) Changes in vacancy factors in multifamily housing; (5) Increased number of employees in commercial, industrial and governmental offices; (6) Increased production requiring increased process water; (7) Water uses during new construction; (8) Adjustments to water use caused by emergency health or safety hazards; (9) First filling of a permit -constructed swimming pool; and (10) Water use necessary for reasons related to family illness or health. (d) In order to be considered, an application for relief must be filed with the department within fifteen (15) days from the date of publication of the resolution from which relief is sought. No relief shall be granted unless the customer shows that he has achieved the maximum practical reduction in water consumption other than in the specific areas in which relief is being sought. No relief shall be granted to any customer who, when requested by the department, fails to provide any information necessary for resolution of the customer's application for relief. (e) The decision of the director of public works shall be final. (Ord. No. NS-2073, § 1, 9-4-90) Sec.39-113. Exemption. Single-family residential customers shall not be required to reduce consumption below twenty- seven (27) billing units per billing period during Phase II or below twenty-four (24) billing units per billing period during Phase III. (Ord. No. NS-2073, § 1, 9-4-90) Sec. 39-114. Notice of violation. The director of public works or his designee shall give notice of violation to the customer committing the violation as follows: 19F-145 http://Iibrary2.municode.com/default-test/DocVieNv/14452/l/242/248 3/3/2009 ARTICLE VI. CONSERVATION OF PUBLIC WATER SUPPLY Page 6 of 6 (1) Notice of violation of the water use curtailment of sections 39-96 through 39-108 shall be given in writing in the following manner: a. By giving the notice to the customer personally; or b. If the customer is absent from or unavailable at the premises at which the violation occurred, by leaving a copy with some person of suitable age and discretion at the premises and sending a copy through the regular mail to the address at which the customer is normally billed; or c. If a person of suitable age or discretion cannot be found, then by affixing a copy in a conspicuous place at the premises at which the violation occurred and also sending a copy through the regular mail to the address at which the customer is normally billed. (2) The notice shall contain a description of the facts of the violation, a statement of the possible penalties for each violation and a statement informing the customer of his right to a hearing on the merits of the violation pursuant to section 39-115. (Ord. No. NS-2073, § 1, 9-4-90) Sec. 39-115. Hearing regarding violation. (a) Any customer receiving notice of a second or subsequent violation shall have a right to a hearing by the director of public works or his designee, provided that a written request for hearing is filed within fifteen (15) days from the date of the notice of violation and the customer deposits with the city a sum equal to the billed surcharge and pays all other outstanding water charges. (b) The customer's timely written request for a hearing shall automatically stay installation of a flow -restricting device on the customer's premises until the department renders a decision. (c) If it is determined that the surcharge was wrongly assessed, the city will refund any money deposited to the customer. (d) The decision of the director of public works or his designee shall be final. (Ord. No. NS-2073, § 1, 9-4-90) 19F-146 http://Iibrary2.municode.com/default-test/DocVieNv/14452/l/242/248 3/3/2009 APPENDIX E CITY OF SANTA ANA ORDINANCE NS 26-70 19F-147 ORDINANCE NO. NS-2670 AN ORDINANCE OF THE CITY OF SANTA ANA AMENDING CHAPTER 39 OF THE SANTA ANA MUNICIPAL CODE REGARDING THE PREVENTION OF SANITARY SEWER OVERFLOWS BY RESTRICTING CERTAIN LIQUID AND SOLID MATERIALS FROM ENTERING THE SEWER SYSTEM AND AMENDING SECTION 1-18.2 OF THE CODE ADDING SECTIONS TO PUBLIC WORKS CODE ENFORCEMENT THE CITY COUNCIL OF THE CITY OF SANTA ANA ORDAINS AS FOLLOWS: SECTION 1: The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. The 2000-2001 Orange County Grand Jury ("Grand Jury") surveyed 35 wastewater collection and treatment agencies in Orange County to help determine the cause of sanitary sewer overflows ("SSOs"). As a result of the survey, the Grand Jury concluded that one of the leading causes of sanitary sewer overflows ("SSOs") is sewer lines becoming clogged from the accumulation of fats, oils and grease ("FOG") discharged from Food Service Establishments ("FSEs"). B. The Grand Jury further concluded that more effective methods of minimizing grease discharges into the sewer system must be developed and implemented to reduce the discharge of FOG to the sewer system in order to prevent sewer blockages and SSOs. C. Similar to the Grand Jury findings, the Regional Water Quality Control Board ("RWQCB") also determined that one of the leading causes of SSOs within the Santa Ana Region is "grease blockages" often caused by the discharge of wastewater containing high levels of FOG. The RWQCB found that SSOs cause temporary exceedances of applicable water quality objectives, pose a threat to the public health, adversely affect aquatic life, and impair the public recreational use and aesthetic enjoyment of surface waters within the City and the region. E. As a result, RWQCB enacted Order No. R8-2002-0014 which requires cities to develop a FOG Control Program to eliminate FOG discharges into the sewer system to prevent the harmful effects of SSOs before December 30, 2004. F. The RWQCB suggest that Cities effective FOG Control Programs will provide cities 'legal authority" to regulate FOG as well as other harmful substances entering into the sewer system. —1-- 15A--148 G. The Public Works Agency is responsible for the enforcement of various sections of the Santa Ana Municipal Code that relate to discharges into the public water sewer system as well as provisions related to the public streets and sidewalks. H. Section 1-18.2 of the Code authorizes the Executive Director of the Public Works Agency and designees to issue citations for specific violations of the Code. This section is in need of amendment to grant the Agency the right to enforce these FOG regulations as well as other provisions of the Code within the purview of the Public Works Agency. I. During the June 21, 2004 meeting, the City Council was presented a study session detailing the new RWQCB requirements. SECTION 2: The Article III of Chapter 39 of the Santa Ana Municipal Code is hereby amended such that it reads as follows (additions to existing code shown in bold): Sec. 39-56 Fats, Oils and Grease Control Sec. 39-56.1 Purpose and Policy A. The purpose of this section is to allow the maximum beneficial public use of the City's sewer services and facilities while preventing blockages of the sewer lines resulting from discharges of FOG to the Sewer Facilities and to specify appropriate FOG discharge requirements for FSEs. B. To comply with Federal, State, and local policies regarding SSOs and to allow the City to meet applicable standards and provisions for the regulations of wastewater or waste containing FOG discharges to the Sewer Facilities. Sec.39-56.2 Definitions A. Terms not defined herein shall be defined as set forth in the latest adopted applicable editions of the California Codes applicable to building construction. B. Words used in this section in the singular may include the plural and the plural the singular. Use of masculine shall mean feminine and use of feminine shall mean masculine. Shall is mandatory; may is permissive or discretionary. C. Subject to the foregoing provisions, the following definitions shall apply in this section: --2— IMFAZ49 Best Management Schedules of activities, a prohibition of practices, Practices (BMPs) maintenance procedures and other management practices to prevent or reduce the introduction of FOG to the Sewer Facilities. Change in Operations Any change in the ownership, food types, or operational procedures that have the potential to increase the amount of FOG generated and/or discharged by FSEs in an amount that alone or collectively causes or creates a potential for SSOs to occur. City Manager The City Manager of the City of Santa Ana or his or her designee. Discharger Any person who discharges or causes a discharge of wastewater directly or indirectly to a public sewer. Discharger shall mean the same as User. Effluent Any liquid outflow from the FSE that is discharged to the sewer. Enforcing Attorney The City Attorney or District Attorney acting as counsel to the City and his/her designee. Executive Director Executive Director of the Public Works Agency or his/her designee. Fats, Oils, and Grease Any substance such as a vegetable or animal product ("FOG') that is used in, or is a by product of the cooking or food preparation process, and that turns or may turn viscous or solidifies with a change in temperature or other conditions. FOG Control Program The FOG Control Program required by and developed pursuant to RWQCB Order No. R8-2002-0014, Section (c)(12)(viii). FOG Control Program The City Manager and persons designated by and Manager under his/her instruction and supervision, which are assigned to administer the FOG Control Program. A consultant retained under contract by the City may be designated as the FOG Control Program Manager. -3- 10FA00 Food Service Facilities defined in California Health And Safety Establishment (FSE) Code Section 113785 and any commercial entity, operating in a permanently constructed structure such as a room, building, or place, or portion thereof, maintained, used, or operated for the purpose of storing, preparing, serving, or manufacturing, packaging, or otherwise handling food for sale to other entities, or for consumption by the public, its members or employees, and which has any process or device that uses or produces FOG, or grease vapors, steam, fumes, smoke or odors that are required to be removed by a Type I or Type II hood, as defined in CURFFL Section 113785. Food Grinder Any device installed in the plumbing or sewage system for the purpose of grinding food waste or food preparation by products for the purpose of disposing it in the sewer system. Grease Control Device Any grease interceptor, grease trap or other mechanism, device, or process, which attaches to, or is applied to, wastewater plumbing fixtures and lines, the purpose of which is to trap or collect or treat FOG prior to it being discharged into the sewer system. "Grease Control Device" may also include any other proven method to reduce FOG subject to the approval of the City. Grease Cleaning Fee Grease Cleaning Fee is a fee to cover the costs of increased maintenance of the sewer system for inspection and cleaning of FOG and other viscous or solidifying agents that a properly employed grease control device would otherwise prevent from entering the sewer system. Grease Interceptor A multi -compartment device that is constructed in different sizes and is generally required to be located underground between a FSE and the connection to the sewer system. These devices must be cleaned, maintained, and have the FOG removed and disposed of in a proper manner on regular intervals to be effective. _q_ IMFA-V 1 Grease Trap A grease control device that is used to serve individual fixtures and have limited effect and should only be used in those cases where the use of a grease interceptor or other grease control device is determined to be impossible or impracticable. Hot Spots Areas in sewer lines that have experienced sanitary sewer overflows that must be cleaned or maintained frequently to avoid blockages of sewer system, or otherwise require maintenance that would not be necessary. Inflow Water entering a sewer system through a direct stormwater runoff connection to the sanitary sewer, which may cause an almost immediate increase in wastewater flows. Infiltration Water entering a sewer system, including sewer service connections, from the ground through such means as defective pipes, pipe joints, connections, or manhole walls. Interceptor A grease interceptor. Interference Any discharge which, alone or in conjunction with discharges from other sources, inhibits or disrupts the City's sewer system or is a cause of violation of Federal or State environmental laws. New Construction Any structure planned or under construction for which sewer connection permits has not been issued. Public Sewer A sewer owned and operated by the City, or other local public agency, which is tributary to the City's Sewer Facilities. Person Any individual, partnership, firm, association, corporation or public agency, including the State of California and the United States of America. p-5�- IMFA-V2 Remodeling A physical change or operational change causing generation of the amount of FOG that exceeds the current amount of FOG discharged to the sewer system by the FSE in an amount that alone or collectively causes or creates a potential for SSOs to occur; or requires either a discretionary land use approval, building permit, or plumbing permit, and involves any one or combination of the following: (1) under slab plumbing in the food processing area, (2) an increase in the net public seating area, (3) an increase in the size of the kitchen area, or (4) any change in the size or type of food preparation equipment. Rules and Regulations Non -punitive rules and regulations as established by the Executive Director to implement this section and the FOG Control Program. Sewer Facilities or Any and all facilities used for collecting, conveying, System pumping, and disposing of wastewater. Sewer Lateral A building sewer as defined in the latest edition of the California Plumbing Code. It is the wastewater connection between the building's wastewater facilities and a public sewer system. Sanitary Sewer Overflow A sewer spill, loss or discharge of sewage from a (SSO) sanitary sewer system. User Any person who discharges or causes a discharge of wastewater directly or indirectly to a public sewer system. User shall mean the same as Discharger. Waste Sewage and any and all other waste substances, liquid, solid, gaseous or radioactive, associated with human habitation or of human and animal nature, including such wastes placed within containers of whatever nature prior to and for the purpose of disposal. Wastewater The liquid and water -carried wastes of the community and all constituents thereof, whether treated or untreated, discharged into or permitted to enter a public sewer. --6-- IMFA-V3 Sec. 39-56.3 Rules and Regulations and Interpretations A. The Executive Director is hereby authorized and directed to promulgate Rules and Regulations consistent with the provisions of this section as may be necessary or desirable to aid in administration of this section and the FOG Control Program. Any such rule or regulation may be added, modified, or deleted as necessitated by changes in law, increased demands of regulatory agencies, or technological improvements or advances. Said Rules and Regulations shall be filed in the office of the Executive Director and maintained in an orderly manner readily accessible to the public. Further, City will provide a copy of said Rules and Regulations to all FSEs at the time of initial inspection for compliance with this section. The burden to secure and comply with the Rules and Regulations shall be upon the FSE and in accordance with the goals and purposes of the FOG Control Program. B. The City Manager, the Director of Public Works, and persons designated and under the instruction and supervision of any of them, may investigate compliance of this chapter. Sec.39-56.4 Prohibitions The following prohibitions shall apply to all FSEs: A. The discharge into the sewer system of FOG that may accumulate and/or cause or contribute to blockages in the sewer system or at the sewer system lateral except as provided herein. B. The installation of food grinders in the plumbing system of new constructions of FSEs. All existing food grinders shall be removed from FSEs within 180 days of the effective date of this Ordinance. C. The introduction of any additives into a FSEs wastewater system for the purpose of emulsifying FOG, unless a specific written authorization from the FOG Control Program Manager is obtained. D. The disposal of cooking oil into drainage pipes. E. The discharge of wastewater from dishwashers to any grease trap or grease interceptor. F. The discharge of wastewater with temperatures in excess of 140`F to any grease control device, including grease traps and grease interceptors. G. The use of biological additives for grease remediation or as a supplement to interceptor maintenance, without prior authorization from the FOG Control Program Manager. _7_ 10FA ,V4 H. The discharge of waste from toilets, urinals, washbasins, and other fixtures containing fecal materials to sewer lines intended for grease interceptor service. I. The discharge of any Waste including FOG and solid materials removed from the grease control device to the sewer system. J. Dishwashers and food waste disposal units shall not be connected to or discharged into any grease trap. Sec. 39-56.5 Best Management Practices Required All FSEs shall implement Best Management Practices (BMPs) in their operation to minimize the discharge of FOG to the sewer system. The requirements and guidelines for BMPs are specified in the Rules and Regulations. Sec. 39-56.6 FOG Pretreatment Required Waste, which contains FOG, shall be discharged into the Sewer System only under the conditions of this section. The following facilities shall discharge all waste from sinks, dishwashers, drains, and any other fixtures through which grease may be discharged, into an adequately sized, properly maintained and functioning grease interceptor before the discharge enters the Sewer System, as well as providing a grease interceptor effluent monitoring port: A. New Construction of FSEs 1. A newly constructed FSE(s) shall install grease interceptors prior to commencing the discharge of wastewater to the Sewer System. 2. Existing FSEs undergoing Remodeling or a Change In Operations shall be required to install a grease interceptor prior to commencing the discharge of wastewater to the Sewer System. B. Existing FSEs Existing FSEs are not required to install interceptor unless the FOG Control Program Manager makes a determination that the existing FSE(s) currently are or have the reasonable potential to adversely impact the sewer system by causing or contributing to: (1) FOG hot spots, (2) interference, (3) SSOs, or (4) said FSE is not implementing or complying with BMP's as listed in the Rules and Regulations. Said FSE (s) shall install Grease Interceptors within 180 days after receipt of official notice to install said interceptor unless said FSE obtains a Conditional Waiver as discussed below. C. Conditional Waiver ("waiver") of Interceptor Requirement The FOG Control Program Manager may provide a written waiver to the requirement to install a grease interceptor, listing the conditions upon which said waiver is granted, upon a finding of one or more of the following: (1) The FSE can substantively demonstrate that it employs an alternative pretreatment technology that is equivalent or better than a grease interceptor in controlling its FOG discharge, (2) The FSE provides evidence through downstream visual monitoring of the sewer system for at least three months, at its own expense, that no visible accumulation of FOG in its lateral and/or tributary downstream sewer lines is occurring. (3) There is no potential for FOG from the FSEs to cause or contribute to SSOs. (4) The FSE discharges of FOG are negligible and do not cause a significant impact to the sewer system. (5) The FSE pays a Grease Cleaning Fee in lieu of installation of a grease interceptor. This cleaning fee can be paid in lieu of installation of a grease interceptor when: (1) installation of an interceptor can not physically be accomplished, (2) there is not adequate slope for gravity flow between kitchen plumbing fixtures and the grease interceptor and/or between the grease interceptor and the private collection lines or the public sewer and (3) no alternative pretreatment can be installed. Further, the FSE must agree to either (a) hire a contractor to clean and inspect the sewer main as established in Rules and Regulations or (b) pay a yearly fee (Grease Cleaning Fee) to the City for the increased cost to clean the sewer mains. The Grease Cleaning Fee shall be established by resolution of the City Council, and shall be based on the estimated annual increased cost of maintaining the sewer system for inspection and removal of FOG and other viscous or solidifying agents attributable to the FSE resulting from the lack of a grease interceptor or grease control device. (6) The FSE may use or may be required to install grease traps, in lieu of installation of a grease interceptor when (1) installation of an interceptor can not physically be accomplished, (2) there is not adequate slope for gravity flow between kitchen plumbing fixtures and the grease interceptor and/or between the grease interceptor and the private collection lines or the public sewer and (3) no alternative pretreatment can be installed. Sizing and installation of grease traps shall conform to the current edition of the California Plumbing Code. Grease traps shall be maintained in efficient operating conditions by periodic removal of their full content, including sewage, FOG, floating materials, sludge and solids. The maintenance frequency for all FSEs with grease traps is specified in FOG Control Program Rules and Regulations. D. Revocation of Waiver The Program Manager may revoke a waiver upon a determination of one or more of the following: 1. Quantity of FOG discharge as measured or as indicated by the size of FSEs based on seating capacity, number of meals served, menu, water usage, amount of on -site consumption of prepared food and other conditions have changed since the granting of said waiver such that the FSE is contributing to FOG discharges. 2. Adequacy of implementation and compliance with BMPs. 3. Change in sewer size, grade, and condition based on visual information. 4. Changes in operations that significantly affect FOG discharge. 5. Failure to comply with any of the conditions set forth in the waiver. 6. Any other condition deemed reasonably related to the generation of FOG discharges by the FOG Control Program Manager. Sec. 39-56.7 Grease Interceptor Requirements A. All Interceptors shall be of an approved type and adequately sized and shall be installed, operated, and maintained as necessary to maintain compliance with the objectives of this section. B. Fixtures, equipment, and drain lines located in the food preparation and cleanup areas of FSEs that are sources of FOG discharges shall be connected to the grease interceptor. C. Grease Interceptors shall be constructed in accordance with the design approved by the FOG Control Program Manager and in accordance with applicable UPC design requirements and shall have a minimum of two compartments with fittings designed for grease retention. D. The grease interceptor shall be installed at a location where it shall be at all times easily accessible for inspection, cleaning, and removal of accumulated grease. E. Access manholes, with a minimum diameter of 24 inches, shall be provided over each grease interceptor chamber and sanitary tee. The access manholes shall extend at least to finished grade and be designed and maintained to prevent water inflow or infiltration. The manholes shall also have readily removable covers to facilitate inspection, grease removal, and wastewater sampling activities. Sec. 39-56.8 Grease Interceptor Maintenance Requirements Grease Interceptors shall be maintained in efficient operating condition by periodic removal of the full content of the interceptor. The maintenance frequency for all FSEs with a Grease Interceptor is specified in the Rules and Regulations. No FOG that has accumulated in a grease interceptor shall be allowed to pass into any sewer lateral, sewer system, storm drain, or public right of way during maintenance activities. FSEs with grease interceptors are required to maintain data and information necessary to establish the maintenance grease interceptors. Said documentation shall be provided to the Program Manager as requested. Sec. 39-56.9 Multiple FSEs Located on The Same Property Property owners with more than one FSE located on said property shall be responsible for the installation and maintenance of a grease interceptor(s). Sec. 39-56.10 Monitoring for Compliance In an effort to minimize the discharge of FOG to the sewer system the FOG Control Program Manager may require the FSE to monitor and/or sample wastewater for compliance with the Rules and Regulations. Sec. 39-56.11 Record Keeping Requirements All FSEs shall be required to keep records in accordance with the Rules and Regulations established by the City under its FOG Control Program for no less than two years. Required records include grease interceptor/trap maintenance and cleaning logs, employee -training logs, waste hauling manifest, interceptor sampling data, and facility plumbing and mechanical plans. The FSE shall, upon reasonable request, make the records available to the Program Manager or his designee. Sec. 39-56.12 Inspection and Sampling Conditions A. The FOG Control Program Manager or his designee may inspect or order the inspection and sample the wastewater discharges of any FSE to ascertain whether the FSE is complying with all requirements of this section. The FSE shall allow the City access to the FSE premises, during normal business hours for purposes of inspecting the FSEs grease control devices or interceptor, reviewing the manifests, receipts and invoices —11 - "FAI �,�,Q relating to the cleaning, maintenance and inspection of the grease control devices or interceptor. Where a FSE has security measures in force, the FSE shall make necessary arrangements so that representatives of the City shall be permitted to enter without delay for the purpose of performing their specific responsibilities/inspections. B. The FOG Control Program Manager or his designee shall have the right to place or order the placement on the FSEs property such devices as are necessary to conduct sampling or metering operations. The FSE shall make available for inspection and copying by the Program Manager or his designee all notices, monitoring reports, waste manifests, and records including, but not limited to, those related to wastewater generation, and wastewater disposal without restriction but subject to the confidentiality provision set forth in this section. All such records shall be kept by the FSE a minimum of two (2) years. Sec. 39-56.13 Right of Entry Persons or occupants of premises where wastewater is created or discharged shall allow the FOG Control Program Manager or his designee, reasonable access to all parts of the wastewater generating and disposal facilities for the purposes of inspection and sampling during all times the Discharger's facility is open, operating, or any other reasonable time. No person shall interfere with delay, resist or refuse entrance to City representatives attempting to inspect any facility involved directly or indirectly with a discharge of wastewater to the City's sewer system. If entry is refused, the FOG Control Manager or his designee shall have recourse to the remedies provided by law to secure entry. Sec. 39-56.14 Emergency Notification Requirements A. In the event a FSE is unable to comply with any section condition due to a breakdown of equipment, accidents, or human error or the FSE has reasonable opportunity to know that his/her/its discharge will exceed the discharge provisions of the this section, the Discharger shall immediately notify the Program Control Manager. If the material discharged to the sewer has the potential to cause or result in sewer blockages or SSOs, the Discharger shall immediately notify the local Health Department and the City. B. Confirmation of this notification shall be made in writing to the FOG Control Program Manager no later than five (5) working days from the date of the incident. The written notification shall state the date of the incident, the reasons for the discharge or spill, what steps were taken to immediately correct the problem, and what steps are being taken to prevent the problem from recurring. C. Such notification shall not relieve the FSE of any expense, loss, damage or other liability which may be incurred as a result of damage or loss to the city or any other damage or loss to person or property; nor shall such notification relieve the FSE of any fees or other liability which may be imposed by this section or other applicable law. Sec. 39-56.15 Emergency Suspension Order The City may, by order of the City Manager, suspend sewer service when the City Manager determines that such suspension is necessary in order to stop an actual or impending discharge which presents or may present an imminent or substantial endangerment to the health and welfare of persons, or to the environment, or may cause SSOs, sewer blockages, interference to the City's Sewer Facilities, or may cause the City to violate any State or Federal Law or Regulation. Any Discharger notified of and subject to an Emergency Suspension Order shall immediately cease and desist the discharge of all wastewater containing FOG to the sewer system. Sec.39-56.16 Nuisance Any condition that the FOG Control Manager determines may result in the discharge of waste, which causes or contributes to any sewer blockage, SSOs, obstruction, interference, damage, or any other impairment to the city's Sewer Facilities or to the operation of those facilities shall constitute a threat to the public health, safety and welfare, and is declared and deemed a public nuisance and may be summarily abated as such. Sec. 39-56.17 Violations of Other Laws Any person acting in violation of this section also may be acting in violation of the Federal Clean Water Act or the State Porter -Cologne Act and other laws and also may be subject to sanctions including civil liability. Accordingly, the enforcing attorney is authorized to file a citizen suit pursuant to Federal Clean Water Act Section 505(a), seeking penalties, damages, and orders compelling compliance, and other appropriate relief. The enforcing attorney may notify EPA Region IX, the California Regional Water Quality Control Board, or any other appropriate state or local agency, of any alleged violation of this section. Sec. 39-56.18 Other Civil Remedies The enforcing attorney may file an action for civil damages in a court of competent jurisdiction seeking recovery of: A. All costs incurred in enforcement of the section, including but not limited to costs relating to investigation, sampling, monitoring, inspection, administrative expenses, all other expenses as authorized by law, and consequential damages; B. All costs incurred in mitigating harm to the environment or reducing the threat to human health; and C. Damages for irreparable harm to the environment. The remedies available to the City pursuant to the provisions of this article shall not limit the right of the City to seek any other remedy that may be available by law. Sec. 39-57 Infiltration and Inflow into Sewer System All City owned sewer lines and private onsite sewer lines and laterals should be constructed and maintained to prevent water infiltration into the sewer system. Private on -site sewer lines and public sewer lines shall be used only to convey raw sewage. Rainfall runoff sources (including, but not limited to roof drains, site drains, inlets, uncovered wash area drains, etc.) are prohibited from connecting to any public or private sanitary sewer pipeline. Sec. 39-58 No person shall introduce any of the following into the City's sewer system: A. Pollutants that create a fire or explosion hazard in the sewer collection system or the Publicly Owned Treatment Works (POTW), including, but not limited to, waste streams with a closed cup flashpoint of less than 1400 Fahrenheit or 600 Centigrade using the test methods specified in 40 CFR 261.21. B. Pollutants that will cause corrosive structural damage to the sewer collection pipes and structures, but in no case Discharges with pH lower than 5.0, unless the works in specifically designed to accommodate such Discharges. C. Solid or viscous substances in amounts which will cause obstruction to the flow in the sewer collection system or the POTW resulting in interference. D. Any pollutant, including oxygen demanding pollutants (BOD, etc.) released in a Discharge at a flow rate and/or pollutant concentration which will cause interference with the POTW. E. Heat in amounts, which will inhibit biological activity in the POTW resulting in interference, but in no case heat in such quantities that the temperature at the POTW Treatment Plant exceeds 400 Centigrade (1040 Fahrenheit) unless the Approval Authority, upon request of the POTW, approves alternate temperature limits. F. Petroleum oil, non -biodegradable cutting oil, or products of mineral oil in amounts that will cause interference or pass through. G. Pollutants which result in the presence of toxic gases, vapors, or fumes within the sewer collection system or the POTW in a quantity that may cause acute worker health and safety problems. H. Any trucked or hauled pollutants. Large volume discharges in a short period of time (slug flows) that adversely effect the operational capacity of the sewer. SECTION 3: That Article I of Chapter 1 of the Santa Ana Municipal Code is hereby amended such that it reads as follows: (additions to existing code shown in bold deletions in strikeout) Sec. 1-18.2 Public Works Agency Authority to Issue Citations The Executive Director of Public Works Agency or his designee has the duty to enforce the provisions of sections 10-26, 10-27, 10-71 and 10-100, 16-1 through 16-4, 16-30, 16-31, 16-33 through 16-37.5, 16-39, 16-48, 18-17, 18-155, 18-156, 36-148, 33-30, 33- 60, 33-62, 33-152, 33-157, 33-162, 33-188, 33-36, 33-189 through 33-192, 33-193 36- 45, 36-46, 39-26, 39-32, 39-33, 39-56 through 39-58, 39-106 through 39-111, and provisions of article IV of chapter 18 of this Code. The Executive Director of the Public Works Agency or his designee is authorized to arrest persons without a warrant whenever they have reasonable cause to believe that the person to be arrested has committed a violation of said provisions in their presence. In any case in which a person is arrested pursuant to this section and the person arrested does not demand to be taken before a magistrate, said officer or employee making the arrest shall prepare a written notice to appear and release the person on his or her promise to appear as prescribed by Chapter 5C, Title III, of part 2 of the Penal Code of the State of California. SECTION 4: If any section, subsection, sentence, clause, phrase or portion of this ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this ordinance. The City Council of the City of Santa Ana hereby declares that it would have adopted this ordinance and each section, subsection, sentence, clause, phrase or portion thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses, phrases, or portions be declared invalid or unconstitutional. ADOPTED this day of 2004. Miguel A. Pulido Mayor APPROVED AS TO FORM: Joseph W. Fletcher, City Attorney On Michael Vigliotta Deputy City Attorney AYES: Councilmembers: NOES: Councilmembers: ABSTAIN: Councilmembers: NOT PRESENT: Councilmembers: CERTIFICATE OF ATTESTATION AND ORIGINALITY I, PATRICIA E. HEALY, Clerk of the Council, do hereby attest to and certify that the attached Ordinance No. NS-2670 to be the original ordinance adopted by the City Council of the City of Santa Ana on and that said ordinance was published in accordance with the Charter of the City of Santa Ana. Date: Clerk of the Council City of Santa Ana c APPENDIX F CITY OF SANTA ANA STANDARD PLANS (FOR SEWER) 19F-164 APPENDIX G THE CITY OF SANTA ANA STANDARD SPECIFICATIONS OF SEWER CONSTRUCTION 19F-165 APPENDIX H SAMPLE VIDEO INSPECTION LOG AND INSPECTION REPORT 19F-166 S V `P 6 8 &9'S `PmaPaa�mmm s&6m F�� PS8�5 m&s P ae883o6 ��a P�maRF� mm'Pa r��F�A�PRaRa� P �amPmRRR �18 � RRRRRRRRRR8 to Q881 '^ ^^ go pop_____ 8988 RRRRRR RS��RRR19 1111- kFANNI ,,, 4 0 00000 PPPPPIPP eoi8�6�w-gu' RM 9` e goo 8 o2'S g 6P S ��89'&'S S8F 6Roo� P 82888 S RG��a PAR 3'A �� PmaPRR_ RR RRPPw� ��'�'RRR^'N��1s=R rypry P mr RPRRN ry6 �J Fo R v 49 , THIN � F Qiiiiiiiiiiiiiiiiii liong in g ll iiiiiii ii iiiiiiiiiiiiiiiiii r rrrrrrrrrrr;rt K�� K��KttKKKzzziiz�i�zz 3 o o� Elll o o: o o oQ �Eo��oR w �00000000000NozZzozzzzzz d� El r p off,. off,. off,. off,.Ewa 6 [� 0 0 0 NNE°••��w� .. .... ...... .. a x xxxxxxzzzzizzzzzz ___________ -_________= _xzxxzrrrrrrrr z z44zzzzz9000z000000 Mississip 9491 z z4z4 6p`m$6jao6a 6a 6Ra 6Ra 6Ra 6Ra gRgR go8Roa6�RaR88a8a8a 8T888-6 5Raae 8RF 8ReF 8R;F8R;F8R;F8R;F � 'r 1 R RE8"a5ma Bp a ` `a 1,11, ,8 � .11411 1 p6pp ppppp6 pp O STS--- T 19F-167 }}}}} )(gurrurn }}}})}}}())}){) }))}}}}]())(}}}-------------- !!!!!!!!!!!!!!! A 1§F.1§§ e` ••.� Houston and HamsPCS Inc. HAW 2 Barton Road Grandd Terrace, CA 92313 Tel 909422-5990, Fax 909422-0541 Inspection report Date: P.O.# 1 Weather: 1 Surveyed By: section number: PSR: 12/19/2006 1 Dry JAMES 24 Total Pipe Length Survey Customer I System Owner'. Clean Date: Pre -Cleaned: Map Grid #: 256 I HOUSTON & HARRIS I SANTAANA J Jetting J06 Street'. Mark Street Flow Control'. Start MH: J06-030 City. SA 2006-2009 Year Renewed End MH: J06-028 Location Code: 5249 Tape/Media #. 1430 pipe length: 258.07 ft Reason for inspection: F Routine Asseessment Height: C Circular 8"/8" Use of Sewer: Bella Vista West TC'ategory: rial: VCP Vitrified Clay Pipe Pipe Length: 4ft g Method: Drain. Area: Remark:: 1:650 position code observation grade 2222 Mark Street 3 0.00 AMH Upstream Manhole, Survey Begins t 2.58 FC Fracture Circumferential, from 10 to 01 o'clock, within 8 S 2 inch: YES 2.58 FT // 00'.00'.00 8.05 MWL Water Level, 25 % of cross sectional area 35.09 TFA Tap Factory Made Active, at 10 o'clock, 4", within 8 ^•�^• inch: YES k 8.05 FT // 00'.00'.00 1 108.65 TFA Tap Factory Made Active, at 10 o'clock, 4", within 8"•• -�— inch: YES 131,12 MGP General Photo t153.29 TBD Tap Break -In Defective, at 10 o'clock, 4", within 8 inch: M 3 YES, Remark: WRONG WAY 131.12 FT // 00'.00'.00 y .—� 227.45 TFA Tap Factory Made Active, at 10 o'clock, 4", within 8 153.29 FT // 00:00:00 inch: YES 06-02 258.07 AMH Downstream Manhole, Survey Ends 2318 Mark Street OSR OMR SPR MPR OPR SPRI MPRI OPP 2100 31M 2 3 5 2 3 2.5 if P ¢3q,mrl 11 — pag#j14 Houston and Harris PCS Inc. 21831 Barton Road Grand Terrace, CA 92313 Tel 909422-8990, Fax 909422-0841 Inspection photos City. Street'. Date'. section number: PSR: SA 2008-2009 Mark Street 12/19/2008 24 Photo: 27a, Tape/Media No.: 1430, 00:00:00 2.58FT, Fracture Circumferential, from 10 to 01 o'clock, within 8 inch: YES Photo: 28a, Tape/Media No.: 1430, 00:00:00 8.05FT, Water Level, 25 % of cross sectional area 1430.mdb // page: 65 19F-170 - Houston and Harris PCS Inc. 21831 Barton Road Grand Terrace, CA 92313 Tel'.909L22A4 990, Fax 909�22-0841 Inspection photos City. Street Date'. section number'. PSR'. SA 2008-2009 Mark Street 12/19/2008 24 SA 2908-2004 Mal* street J06�030 0 J06-028 VCP Vitrified Clay 'Pipe, C Circular W1,18" Photo: 31a, Tape/Media No.: 1430, 00:00:00 131.12FT, General Photo Pipe, ,r1 Photo: 32a, Tape/Media No.: 1430, 00:00:00 153.29FT, Tap Break -In Defective, at 10 o'clock, 4", within 8 inch: YES, Remark: WRONG WAY 1430.mdb // page: 66 19F-171 e` ••.� Houston and HamsPCS Inc. HAW 2 Barton Road Grandd Terrace, CA 92313 Tel 909422-5990, Fax 909422-0541 Inspection report Date: P.O.# 1 Weather: 1 Surveyed By: section number: PSR: 12/19/2006 1 Dry JAMES 24 Total Pipe Length Survey Customer I System Owner'. Clean Date: Pre -Cleaned: Map Grid #: 256 I HOUSTON & HARRIS I SANTAANA J Jetting J06 Street'. Mark Street Flow Control'. Start MH: J06-030 City. SA 2006-2009 Year Renewed End MH: J06-028 Location Code: 5249 Tape/Media #. 1430 pipe length: 258.07 ft Reason for inspection: F Routine Asseessment Height: C Circular 8"/8" Use of Sewer: Bella Vista West TC'ategory: rial: VCP Vitrified Clay Pipe Pipe Length: 4ft g Method: Drain. Area: Remark:: 1:650 position code observation grade 2222 Mark Street 3 0.00 AMH Upstream Manhole, Survey Begins t 2.58 FC Fracture Circumferential, from 10 to 01 o'clock, within 8 S 2 inch: YES 2.58 FT // 00'.00'.00 8.05 MWL Water Level, 25 % of cross sectional area 35.09 TFA Tap Factory Made Active, at 10 o'clock, 4", within 8 ^•�^• inch: YES k 8.05 FT // 00'.00'.00 1 108.65 TFA Tap Factory Made Active, at 10 o'clock, 4", within 8"•• -�— inch: YES 131,12 MGP General Photo t153.29 TBD Tap Break -In Defective, at 10 o'clock, 4", within 8 inch: M 3 YES, Remark: WRONG WAY 131.12 FT // 00'.00'.00 y .—� 227.45 TFA Tap Factory Made Active, at 10 o'clock, 4", within 8 153.29 FT // 00:00:00 inch: YES 06-02 258.07 AMH Downstream Manhole, Survey Ends 2318 Mark Street OSR OMR SPR MPR OPR SPRI MPRI OPP 2100 31M 2 3 5 2 3 2.5 1fP_/IU/L4 Houston and Harris PCS Inc. 21831 Barton Road Grand Terrace, CA 92313 Tel 909422-8990, Fax 909422-0841 Inspection photos City. Street'. Date'. section number: PSR: SA 2008-2009 Mark Street 12/19/2008 24 Photo: 27a, Tape/Media No.: 1430, 00:00:00 2.58FT, Fracture Circumferential, from 10 to 01 o'clock, within 8 inch: YES Photo: 28a, Tape/Media No.: 1430, 00:00:00 8.05FT, Water Level, 25 % of cross sectional area 1430.mdb // page: 65 19F-173 Houston and Harris PCS Inc. gnu �u 21831 Barton Road Grand Terrace, CA 92313 Tel 909422-8990, Fax 909-422-0841 Inspection photos City. Street Date'. section number'. PSR'. SA 2008-2009 Mark Street 12/19/2008 24 SA 2908-2004 Mal* street J06�030 0 J06-028 VCP Vitrified Clay 'Pipe, C Circular W1,18" Photo: 31a, Tape/Media No.: 1430, 00:00:00 131.12FT, General Photo Pipe, ,r1 Photo: 32a, Tape/Media No.: 1430, 00:00:00 153.29FT, Tap Break -In Defective, at 10 o'clock, 4", within 8 inch: YES, Remark: WRONG WAY 1430.mdb // page: 66 19F-174 APPENDIX I CITY'S SAMPLE SEWER CLEANING REPORT 19F-175 APPENDIX J SAMPLE OF THE CITY'S SANITARY SEWER SYSTEM ATLAS MAPS 19F-176 aDz �o w jai U t f 2 O_ a O Y mi O I O ew W O 2 - m 2 m O I a a a a a a i. 10 I n I n f 2 I O ; e e G O o I i 19F-177 APPENDIX K THE CITY OF SANTA ANA FOG CONTROL PROGRAM MANUAL 19F-178 Fats, Oils, and Grease (FOG) Control Prog CC4C11� FPS Manual ity of Santa Ana March 12, 2019 Prepared by EEC Environmental (tEEC 7 Under the Supervision of: Nabil Saba, P.E. 19F-179 FOG Control Program Manual Table of Contents 11[1> ICY0Ke]111[a6[67► 2.0 FOG CONTROL PROGRAM BACKGROUND AND OVERVIEW ............. 2 2.1 Service Area.................................................................................................................. 2 2.2 Sanitary Sewer Overflows........................................................................................... 2 2.3 Historical FOG Control Activities.............................................................................. 3 2.4 Overview of FOG Control Program........................................................................... 4 3.0 SEWER LINE — ENHANCED MAINTENANCE LOCATION PREVENTATIVE MAINTENANCE................................................................. 4 3.1 Overview of Sewage Collection System and Mapping .............................................. 4 3.2 Routine Sewer Line Cleaning and CCTV.................................................................. 4 3.3 Enhanced Maintenance Location Sewer Line Identification, Prioritization and Cleaning........................................................................................................................ 5 3.4 Enhanced Maintenance Location Characterization and FOG Source Identification Activities............................................................................................... 5 3.5 Enhanced Maintenance Location Data Management ............................................... 6 4.0 FSE FOG CONTROL PROGRAM.................................................................... 6 4.1 Legal Authority............................................................................................................ 6 4.2 Food Service Establishments(FSEs).......................................................................... 7 4.3 FOG Wastewater Discharge Requirements............................................................... 7 4.3.1 RULES AND REGULATIONS................................................................................................. 7 4.3.1.1 Rule 1 - FOG Program Notice.................................................................................................... 7 4.3.1.2 Rule 2 - General Waste Discharge Prohibitions........................................................................ 7 4.3.1.3 Rule 3 - Kitchen Best Management Practices (BMP) Requirements ......................................... 8 4.3.1.4 Rule 4 — Gravity Grease Interceptor Operation and Maintenance Requirements ....................... 8 4.3.1.5 Rule 5—Hydromechanical Grease Interceptor (HGI) Operation and Maintenance Requirements.............................................................................................................................. 8 4.3.1.6 Rule -Notification Requirements...........................................................................................9 4.3.1.7 Rule 7 - Record Keeping Requirements.................................................................................... 9 4.3.1.8 Rule 8 - Drawing Submittal Requirements................................................................................ 9 4.3.1.9 Rule 9 - Monitoring Facilities Requirements............................................................................. 9 4.3.1.10 Rule 10 - Monitoring and Reporting Conditions Requirements ................................................. 9 4.3.2 SPECIFIC REQUIREMENTS...................................................................................................10 4.3.2.1 Grease Interceptor Installation Requirements............................................................................10 4.3.2.2 Other Requirements or Modifications........................................................................................12 4.4 Grease Interceptors.................................................................................................... 12 4.4.1 OVERVIEW..............................................................................................................................12 4.4.2 GRAVITY GREASE INTERCEPTORS...................................................................................12 4.4.2.1 Sizing Reviewed and Approved by City's Building Division...................................................13 4.4.2.2 Maintenance Requirements........................................................................................................14 4.4.3 HYDROMECHANICAL GREASE INTERCEPTORS............................................................14 4.4.3.1 Sizing Reviewed and Approved by City's Building Division...................................................15 4.4.3.2 Maintenance Requirements........................................................................................................15 4.4.4 GREASE REMOVAL DEVICES.............................................................................................16 4.4.4.1 Sizing Reviewed and Approved by City's Building Division...................................................16 4.4.4.2 Maintenance Requirements........................................................................................................16 4.5 Waste Hauling Requirements................................................................................... 17 4.6 FSE Education............................................................................................................ 17 4.7 FSE Inspections.......................................................................................................... 18 4.8 FSE Enforcement....................................................................................................... 19 19F-180 FOG Control Program Manual 4.8.1 4.8.2 4.8.3 4.9 5.0 6.0 BMP NON-COMPLIANCE......................................................................................................20 GRE NON-COMPLIANCE......................................................................................................20 FOG SOURCE SEWER LINE NON-COMPLIANCE.............................................................20 FSE FOG Program and Data Management............................................................ 21 MULTI -FAMILY HOUSING, AND SINGLE FAMILY HOME FOG CONTROL PROGRAM.................................................................................... 22 INDUSTRIAL FOG PROGRAM..... Figures: Figure 2-1: Figure 1: Figure 4-2: Figure 4-3: Figure 4-4: Figure 4-8: Appendices ...... 22 CityService Area...................................................................................................2 GCD Requirements Review Guidelines...............................................................11 Typical Conceptual Gravity Grease Interceptor Design — Side View..................13 Conceptual Design of a Typical Hydromechanical Grease Interceptor ...............15 Typical Conceptual Grease Removal Device Design..........................................16 FOG Control Program General Enforcement Response Plan..............................19 Appendix A: City of Santa Ana Example Section of the Composite Sewer, Enhanced Maintenance Location, and ESE Map Appendix B: City of Santa Ana Sewer Enhanced Maintenance Location Report Appendix C: City of Santa Ana Food Service Establishment (ESE) List Appendix D: City of Santa Ana FOG Control Rules and Regulations Appendix E: City of Santa Ana FOG Control Example "Notice" Appendix F: Additive Request Form Appendix G: Grease Interceptor Installation Flow Chart Appendix H: FOG Program Memorandum Example Appendix I: Conditional Waiver Approval Appendix J: Plumbing Segregation Example Appendix K: Grease Interceptor Standard Plan Appendix L: New ESE FOG Program Requirements Review Process Appendix M: FOG Program Application Form Appendix N: Pumping Frequency Variance Request Form Appendix O: Waste Hauling Documentation Requirements Appendix P: Certified Grease Waste Hauling Companies Appendix Q: ESE Record Keeping Logs and Educational Material Appendix R: Inspection Forms Appendix S: Santa Ana Enforcement/Lateral Evaluation Process Flow Appendix T: Multi -Family Homes and Single Family Home Educational Material 19F-181 �� FOG Control Program Manual 1.0 INTRODUCTION City of Santa Ana's (City) Fats, Oils, and Grease (FOG) Control Program has been developed to prevent FOG -related sanitary sewer overflows (SSOs) as required by the Santa Ana Regional Water Quality Control Board (SARWQCB) General Waste Discharge Requirements (WDR), Order No. 2006-0003-DWQ. This order was issued in response to a State SSO problem and was issued to all sewer agencies in California with a public sewer system greater than 1 mile, which included local agencies, such as cities and special districts, in the northern and central portions of Orange County. The FOG Control Program's goal is to eliminate all FOG -related SSOs. These SSOs are usually attributable to cooking grease in wastewater discharged from Food Service Establishments (FSEs)', multi -family housing, and single family homes that create FOG (or grease) blockages in sanitary sewer collection systems. These grease blockages, located in either the property owner's sewer lateral or the sanitary sewerage system, lead to SSOs, which can cause untreated sewage to flow onto streets and travel to storm drains, creeks, and other surface waters. Untreated sewage on private property or in the street poses an obvious human health risk. If this sewage reaches the ocean, it often results in coastal contamination, beach closures, and the associated potential human health risks. To achieve this goal of eliminating FOG -related SSOs, the WDR has identified key requirements for a FOG Control Program, which are as follows: • Limit grease discharges that may cause blockages; • Prohibit FOG discharges that may cause sewer overflows; • Adopt and enforce a FOG ordinance; • Require implementation of kitchen best management practices (BMPs); • Require installation of grease removal equipment, as necessary; • Inspect FSEs; and • Implement source control measures for sewer line "enhanced maintenance locationsz". These requirements are the key issues that were addressed in the development of the City's FOG Control Program. Food Service Establishments (FSEs) are those establishments primarily engaged in preparing or serving food to the public such as restaurants, hotels, commercial kitchens, bakeries, caterers, schools, prisons, correctional facilities, and care institutions. 2 Known problem areas in the sanitary sewer system that requires more frequent cleaning and maintenance. 19F-182 i FOG Control Program Manual 2.0 FOG CONTROL PROGRAM BACKGROUND AND OVERVIEW 2.1 Service Area The City provides water and sewer service to a population of 349,000 customers, and the service area includes approximately 17,400 acres (27.2 square miles) (Refer to Figure 2-1 for a map of the City service area). C WE&TiYMSTiA' WF! T'wr. _WF L_ Figure 2-1: City Service Area 2.2 Sanitary Sewer Overflows The City has, as part of the SSMP, adopted a Sewer System Overflow Emergency Response Plan (SSOERP) to ensure that any reported spill is responded immediately to protect the public health and safety, and to protect the beneficial uses of the waters of the United States. The SSOERP identifies the response procedures, the notification and reporting requirements, and follow-up requirements for the City associated with SSOs. 19F-183 2 FOG Control Program Manual 2.3 Historical FOG Control Activities The City conducted an initial FOG Characterization Study (Study) in 2003/2004 to provide key information and program recommendations for the development of the City's FOG Control Program. The Study consisted of four tasks: • Enhanced Maintenance Location Characterization - identifying and mapping the known problem areas in the sanitary sewer system that requires more frequent cleaning and maintenance (referred to as "enhanced maintenance locations"). Key information was obtained from staff to identify the factors that cause or may contribute to the areas identified as enhanced maintenance locations. • FOG Source Characterization - physically inspecting the enhanced maintenance locations through the use of closed circuit television (CCTV) equipment to further assess the critical enhanced maintenance locations identified by the City's staff to confirm known or to identify unknown problems in the sanitary sewer system and to identify potential sources of FOG. • FSE Characterization - physically inspecting and educating the FSEs. FSEs located within the City's service area were inspected to identify and classify each FSE's potential to generate and discharge FOG to the sanitary sewer system. • Data Integration and Program Recommendations - mapping the enhanced maintenance location and FSE locations, development of databases for the information collected from the FSE Characterization, and for the information collected during enhanced maintenance location and FOG Source Characterization. Correlations and recommendations for the development of the City's FOG Control Program were then developed utilizing these resources. The Study's preliminary results concluded that FOG Source Characterization (CCTV inspection of enhanced maintenance locations) is extremely beneficial at identifying the potential sources, determining the cleaning effectiveness, defining the contributing issues (e.g., structural issues, roots, other), and assisting in defining the approach for resolving and/or controlling the grease blockage issues for FOG related enhanced maintenance locations. Additionally, the Study concluded that FSE Characterization activities are beneficial in identifying potential grease producing equipment, identifying the removal equipment and maintenance practices, and kitchen best management practices. The Study recommended inspections to ensure that the grease removal equipment (GRE) is maintained properly and that kitchen best management practices (BMPs) are followed to minimize the accumulation of grease and blockages in the sanitary sewer system. Additionally, the Study recommended: cleaning of enhanced maintenance locations be continued and the cleaning effectiveness and frequency be evaluated (through the judicious use of CCTV) on an ongoing basis for City staff and cleaning contractors; and structural repairs that may minimize grease accumulation and potentially resolve the enhanced maintenance location be considered as a factor in prioritizing repairs to the sewer system. 19F-184 3 FOG Control Program Manual 2.4 Overview of FOG Control Program The FOG Control Program is based on the City's FOG Characterization Study activities and the requirements of the WDR. This program integrates various elements into the program to accomplish the goal of preventing SSOs. These key elements of the program are: sewer line maintenance activities associated with the FOG -related enhanced maintenance locations; a FOG Control Ordinance and inspection process to minimize the discharge of FOG from FSEs; an educational outreach program to minimize the discharge of FOG from multi -family housing and single family homes; and the Orange County Sanitation District's (OCSD) Waste Discharge Pretreatment and Source Control Program for discharge of FOG from industry. 3.0 SEWER LINE - ENHANCED MAINTENANCE LOCATION PREVENTATIVE MAINTENANCE 3.1 Overview of Sewage Collection System and Mapping The City's sewage collection system consists of a network of sewer mains, manholes, and lift stations, which conveys approximately 36 million gallons per day of sewage generated within the City's service area to the Orange County Sanitation District's (OCSD) trunk sewers for treatment at OCSD's Water Treatment Plants. The City's system consists of approximately 400 miles of collection system mainline piping ranging in size from 6 inches to 24 inches. The system includes 2 sewage lift stations, 8,200 manholes and approximately 45,000 individual service connections. The City is responsible for repairs to the sewer laterals from the public sewer main to the property line in the public right of way. Historically the collection system was documented with 186 hand -drawn, atlas sheets, which included property and right of way boundaries, sewer mains, manholes and service laterals. Subsequently, the City transferred all of the information contained in the hand -drawn sheets to a single CAD (computer aided design) based map, and then to a Geographic Information System (GIS) based mapping system that can be accessed by maintenance staff and FOG inspectors in the field to evaluate an FSEs proximity to an enhanced maintenance location or recent SSO or FOG blockage. 3.2 Routine Sewer Line Cleaning and CCTV The entire collection system is cleaned in accordance with the cycle established in the SSMP. The line cleaning operation is accomplished utilizing hydro -combination units, each operated by a crew of two trained operators. The general process consists of hydrojetting the sewer line and vacuuming excessive debris from downstream manholes. The program is typically performed in a progressive manner (i.e., the system is cleaned from manhole to manhole continuing on each successive day at the manhole following the manhole last completed on the previous day). If significant FOG is 19F-185 4 FOG Control Program Manual identified during the line cleaning operation, the area is then evaluated for potential further analysis utilizing closed circuit television (CCTV) inspection. Visual inspection, utilizing CCTV, of the entire collection system is conducted at the frequency established in the SSMP, prioritized on older and more problematic sections of the sewer pipe. Any problems identified during the video inspection are evaluated for repairs, depending on defect severity. Video recordings are made by the contractor and supplied to the City. 3.3 Enhanced Maintenance Location Sewer Line Identification, Prioritization and Cleaning Specific reaches of sewer mainlines that require more frequent than normal cleaning, based on a history of FOG -related issues or higher than normal risk for a FOG related SSO, are termed "enhanced maintenance locations". New enhanced maintenance locations are identified during routine collection system maintenance activities by staff when they observe conditions that warrant more frequent cleaning, as well as by City contractors during routine CCTV inspections. Additionally, if necessary, locations experiencing an SSO may be designated as an enhanced maintenance location and cleaned on a more frequent basis as a precautionary measure. The frequency of cleaning for these enhanced maintenance locations are typically quarterly but can range from bi-monthly to annually depending on the severity of the problem and the cleaning effectiveness. Enhanced maintenance locations are evaluated (through the judicious use of CCTV) on an ongoing basis. Additionally, the list of enhanced maintenance locations are periodically reviewed to assess the necessity to maintain high frequency cleaning at each location. Refer to Appendix B for an example enhanced maintenance location Report and Appendix A for an example of a Composite Sewer & Enhanced Maintenance Location Map. 3.4 Enhanced Maintenance Location Characterization and FOG Source Identification Activities Many issues in the sanitary sewer system can contribute to an enhanced maintenance location, each with varying degrees of severity. Management of this information for each enhanced maintenance location is necessary to identify effective solutions and to prioritize resources. Sewer line characterization is the process of classification and prioritization of these enhanced maintenance locations in the City's sanitary sewer system. It is important to note that while there are many reasons and causes for enhanced maintenance locations in the sanitary sewer system, the focus of the FOG Control Program is the FOG -related locations. The characterization process consists of collecting all known (or perceived) factors associated with each enhanced maintenance location from the sewer maintenance staff to identify the critical information. Factors related to pipe conditions and potential sources are identified, documented and mapped. Relationships between the various 19F-186 5 FOG Control Program Manual factors are then developed to define each enhanced maintenance location. Visual inspections, utilizing CCTV, of the enhanced maintenance location and the sewer pipe upstream of the enhanced maintenance location is conducted: to confirm known or to identify unknown problems in the sanitary sewer system; and to identify the potential sources of FOG. This information is critical to the FOG Control Program to enable identification and implementation of the appropriate mitigation solutions. The potential solutions include the evaluation of structural issues that impact enhanced maintenance locations. The resolution of the structural issue is evaluated to determine if repair may minimize grease accumulation and potentially resolve the enhanced maintenance location. Additionally, the laterals (and associated discharger[s]) identified as potential sources of FOG during these CCTV inspections will be documented and the information will be provided to the FOG Control Program Manager for appropriate source reduction and enforcement activities (refer to Sections 4.7 and 4.8). Ultimately, this information will help to guide the focus of the FOG Control Program to those enhanced maintenance locations that present the greatest potential for SSOs. 3.5 Enhanced Maintenance Location Data Management Sewer line enhanced maintenance location cleaning is the responsibility of the Water Maintenance Supervisor and the data management is the responsibility of the FOG Control Program Manager. The enhanced maintenance location data management process consists of: • The identification and documentation of enhanced maintenance locations, and employee access to the locations through the City's computerized maintenance management software. (Refer to the Appendix B for an example Enhanced Maintenance Location Report) • Digital Composite Map displaying the location of the enhanced maintenance locations (Refer to Appendix A for an example section of the Map) 4.0 FSE FOG CONTROL PROGRAM 4.1 Legal Authority In 2017, the City adopted, Ordinance No. NS-2921 which updates Article III, Chapter 39, Section 39-56 of the City's Municipal Code, as well as Grease Control Regulations adopted by the City Council, to specify appropriate FOG discharge requirements for food service establishments (FSEs) to prevent blockages of sewer lines resulting from discharges of FOG. The discharge requirement prohibits FSEs from "the discharge into the sewer system of FOG that may accumulate and/or cause or contribute to blockages in the sewer system or at the sewer system lateral." Refer to the City's website www.santa-ana.org, Section 39-56 for Fats, Oils and Grease Control. 19F-187 6 FOG Control Program Manual The key elements of these regulations are the requirement of FSEs to: • Implement best management practices (BMPs); and • Install, operate and maintain an approved type and adequately sized grease interceptor. 4.2 Food Service Establishments (FSEs) This ordinance is applicable to all Food Service Establishments, and any commercial entity, operating in a permanently constructed structure such as a room, building, or place, or portion thereof, maintained, used, or operated for the purpose of storing, preparing, serving, or manufacturing, packaging, or otherwise handling food for sale to other entities, or for consumption by the public, its members or employees, and which has any process or device that uses or produces FOG, or grease vapors, steam, fumes, smoke or odors that are required to be removed by a Type I or Type II hood. The FSEs identified within the City are establishments ranging from sandwich shops to full service restaurants, including major kitchens in retirement homes or hospital facilities. These FSEs are listed in Appendix C. 4.3 FOG Wastewater Discharge Requirements Pursuant to the ordinance, the City has developed Rules and Regulations specifying wastewater discharge requirements for FSEs (Appendix D). The City may also impose specific requirements on individual FSEs depending upon unique conditions that exist at that FSE. 4.3.1 RULES AND REGULATIONS The Rules and Regulations detail the technical requirements of the FOG ordinance. These requirements are segregated into sections and are summarized as follows (Refer to the City's website www.santa-ana.org or Appendix D for the Rules and Regulations): 4.3.1.1 Rule 1 - FOG Program Notice The Notice informs the FSEs of the requirements of the Ordinance and identifies any specific requirements that a FSE must follow (Refer to Appendix E for an example Notice). 4.3.1.2 Rule 2 - General Waste Discharge Prohibitions • Waste discharge of FOG into the sewer system will not accumulate and/or cause or contribute to a blockage • Food grinders (garbage disposal units) are prohibited for new FSEs. Existing FSEs are required to remove food grinders. 19F-188 7 FOG Control Program Manual • No emulsifying additives for the purpose of emulsifying FOG without the written approval of the FOG Control Manger • No disposal of waste cooking oil into drains • No discharge of wastewater in excess of 140 degrees Fahrenheit into grease removal equipment • No biological additives for grease remediation or use as a supplement to interceptor maintenance without approval of FOG Control Manager (Appendix F, Additive Request Form) • No toilet discharge into grease interceptor • No waste removed from the interceptor shall be discharged into the sewer system • Dishwashers shall not discharge to, or be connected to, any grease interceptor or grease trap • Grease interceptors cannot be operated (must be pumped out) with FOG or solids accumulation exceeding 25% 4.3.1.3 Rule 3 - Kitchen Best Management Practices (BMP) Requirements • Installation of drain screens • Segregation and collection of waste cooking oils • Disposal of food waste into trash or garbage, and not into sinks • Employee training and refresher training every 6 months • Frequent cleaning of exhaust filters and appropriate disposal of the waste • Kitchen signage • Absorbent material placed under areas susceptible to FOG spills • Covered conveyance devices to transport FOG • Emptying of FOG containers before they are full • Spill kits 4.3.1.4 Rule 4 — Gravity Grease Interceptor Operation and Maintenance Requirements • Requirement for the installation of a grease interceptor • Requirement for grease interceptor maintenance (FOG and/or solids cannot exceed 25% of the capacity of the interceptor) • Frequency of grease interceptor maintenance (minimum quarterly [once every 3 months]) 4.3.1.5 Rule 5 — Hydromechanical Grease Interceptor (HGI) Operation and Maintenance Requirements • Operation in accordance with manufactures requirements • Requirement for HGI maintenance to ensure efficient operation (removal of accumulated FOG, as needed) • Frequency of HGI maintenance (minimum monthly) 19F-189 8 FOG Control Program Manual • Frequency of HGI inspections to check for leaking and for proper operation (minimum monthly) • Dishwashers or food grinders shall not discharge to or be connected to any HGI 4.3.1.6 Rule 6 - Notification Requirements • Notification of a spill • Notification regarding planned changes 4.3.1.7 Rule 7 - Record Keeping Requirements • Logbook of grease control equipment cleaning activities • Logbook of employee training • Copies of grease control equipment records or waste hauling receipts • Records of sampling data and height monitoring of FOG and solid accumulation in the interceptor 4.3.1.8 Rule 8 - Drawing Submittal Requirements • Proposed or existing FSEs may be required to submit facility site plans, mechanical or plumbing plans, and other details to identify sewer locations or connections • Drawings may be required to be prepared by a California Registered Civil, Mechanical, or Electrical Engineer 4.3.1.9 Rule 9 - Monitoring Facilities Requirements • Flow monitoring, constituent monitoring and/or sampling facilities may be required • Location of monitoring and/or sampling facilities subject to approval of City • FSE will provide immediate access to monitoring and/or sampling facilities during regular business hours • Waste analysis, contingency plans, and other necessary information may be requested by the City to verify compliance • FSEs shall not increase the use of water to dilute the discharge to achieve compliance 4.3.1.10 Rule 10 - Monitoring and Reporting Conditions Requirements • FSEs may be required to submit periodic reporting of the status of kitchen BMPs (Rule 3) • Visual monitoring of the FSEs sewer lateral or downstream sewer lines at the FSEs expense may be required by the City • Reports for self -monitoring of sewage constituents and FOG characteristics may be required by the City 19F-190 9 FOG Control Program Manual 4.3.2 SPECIFIC REQUIREMENTS Specific requirements can be required or authorized by the FOG Control Program Manager for individual FSEs. These specific requirements can be segregated into two categories: 1) grease interceptor installation requirements for FSEs; and 2) other requirements or Rule modifications. 4.3.2.1 Grease Interceptor Installation Requirements The requirement for the installation of a grease interceptor is a key requirement of the City's FOG Regulations. However, this requirement has many options for FSEs that may delay or potentially negate this requirement. The below flow chart generally describes the evaluation process that will be utilized for the grease interceptor installation requirement. A full-sized flow chart is available in Appendix G. Each facility is evaluated by the Water Resources Department and a FOG Program Memorandum is generated for the facility to document the requirement to either install a grease interceptor or receive a waiver from the requirement (Appendix H, FOG Program Memorandum Example). 19F-191 10 § ! ) § !! ! § !: ) » 7® .! / :! !i )g!96 HMO ©`R! !< ............. ! .� �■�10 $ k 1§F.1§2 FOG Control Program Manual Based on the process flow chart, the majority of existing FSEs that do not have grease interceptors installed have been issued a "Conditional Waiver" from the requirement to install a grease interceptor. However, if the FSE has continued program violations or if the FSE is identified as a significant contributor of FOG (i.e., causes or contributes to blockage or SSO) to the sewer system, the "Conditional Waiver" may be revoked requiring the installation of a grease interceptor. An example Conditional Waiver Approval is available as Appendix I. 4.3.2.2 Other Requirements or Modifications There are other situations where specific requirements may be required by the FOG Control Program Manager. For example: • Authorization for the utilization of an additive • Requirement for increased maintenance frequency of the grease interceptor • Authorization for decreased maintenance frequency of the grease interceptor • Requirement to submit records (grease interceptor maintenance log and waste hauling manifests and other logs) to the City on a semi-annual basis 4.4 Grease Interceptors 4.4.1 OVERVIEW Grease interceptors are grease collection devices that separate FOG (or grease), solids, and water based on the principle of Stoke's Law. Stoke's Law describes the rising or settling of a particle in a fluid (water in this case). Simply put, under non -turbulent conditions in an interceptor, given enough time, particles that are lighter than water (e.g., grease) will rise to the surface and particles that are heavier than water (e.g., solids) will settle to the bottom. The facility's grease waste lines must be separated from the sanitary waste lines (Appendix J, Plumbing Segregation Example, provides an example of the plumbing that is required to be segregated from a grease interceptor. Facilities receiving conditional waivers must separate their grease waste lines from the sanitary waste lines in -case a grease interceptor is required to be installed at a future date. The different types of grease interceptors are discussed below. 4.4.2 GRAVITY GREASE INTERCEPTORS Gravity grease interceptors (GGI) are larger, volume -based grease -control devices that are typically installed outside and underground. GGIs can range in volume from 300 to 15,000 gallons. The flow of water through the GGI is controlled by the baffle tubes; therefore, it is critical that the baffle tubes are installed properly and kept in good condition for the GGI to function properly. A conceptual view or a typical GGI configuration is illustrated in Figure 4-2, Typical Conceptual Gravity Grease Interceptor Design — Side View, and in Appendix K, Grease Interceptor Standard Plan. 19F-193 12 hies solids Recommended - Manhole FOG Control Program Manual outlet 00 ax Figure 4-2: Typical Conceptual Gravity Grease Interceptor Design —Side View The proper plumbing and placement of baffles will provide the non -turbulent conditions. The proper dimensions and volume of the interceptor will provide sufficient retention time to allow the particles to fully rise or settle before they pass -through to the outlet of the interceptor. Over time, the grease and solids layers thicken and will eventually fill the first chamber if they are not removed. If the grease and solids are not removed regularly, the interceptor no longer functions for its intended purpose, and FOG will be carried into the sewer system. Emulsified or partially emulsified particles will rise or settle slower, which is why soaps and other emulsifiers may cause some grease or solids to pass -through an interceptor and collect downstream of the interceptor. Since an interceptor is not self-cleaning or free of maintenance, it is critical that an interceptor be suitably designed with manholes in the right locations to facilitate maintenance and that it be cleaned and pumped at a frequency that maintains its design removal efficiency. 4.4.2.1 Sizing Reviewed and Approved by City's Building Division The City's Building Division will review and approve the sizing and installation of GGIs. This is accomplished by requirement of the permittee, by the appropriate Building Department, for the City's approval prior to issuance of the building permit. Refer to Appendix L, New FSE FOG Program Requirements Review Process, for the process utilized to refer the permittee to the City for grease interceptor installation and sizing approval. Appendix M also includes the FOG Program Application Form that a facility completes prior to the grease interceptor installation decisions are made. The Building Division will base the design and sizing of the grease interceptors on the current version of California Plumbing Code. Chapter 10 of the California Plumbing Code 19F-194 13 FOG Control Program Manual sizes GGIs based on the number of drainage fixture units within the FSE connected to the grease waste line. The FOG Control Program Manager will also consider the potential for large grease interceptors to become septic (which may create nuisance odors and corrosive conditions) due to excessively long retention times. Thus, the Code will be utilized with the following general considerations: 1) If the California Plumbing Code sizing calculation exceeds 1,500 gallons, the FOG Control Program Manager will use utilize his/her best judgment based on other factors at the FSE (e.g., cooking equipment, menu, frequency of use of the drainage fixture units) to determine the final size of the interceptor. 2) The floor of the interceptor should not be too deep to allow for proper cleaning and/or the interceptor should not be larger than 3,000 gallons for most installations. 3) An FSE calculation of 375 to 750 gallons should require an interceptor of 750 gallons. 4.4.2.2 Maintenance Requirements The City requires that GGIs be cleaned (pumped) out completely as required to maintain the GGI's efficient operation and prevent excessive accumulation of floating FOG and settled solids. A complete pump -out means that all of the contents of the interceptor are removed and no liquids are returned to the interceptor unless specific permission has been granted in writing by the City (Appendix N, Pumping Frequency Variance Request Form). Some GGIs may need to be pumped out more frequently than once every 90 days if the accumulation of floating FOG and settled solids exceeds 25% of the overall capacity of the interceptor (i.e., 25% rule). 4.4.3 HYDROMECHANICAL GREASE INTERCEPTORS A hydromechanical grease interceptor (HGI) (also known as a grease trap) is a flow - based grease interceptor that is usually installed in ground or above ground, inside or outside of the facility, and has a typical capacity of less than 250 gallons. FSEs generally prefer HGIs over gravity grease interceptors (GGIs) because HGIs are less expensive to install, can fit in smaller spaces, and can be easier to maintain. A typical conceptual HGI design is illustrated in Figure 4-3, Conceptual Design of a Typical Hydromechanical Grease Interceptor. 19F-195 14 FOG Control Program Manual ^.leanout utlet Relief )utlet Baffle Figure 4-3 - Conceptual Design of a Typical Hydromechanical Grease Interceptor 4.4.3.1 Sizing Reviewed and Approved by City's Building Division The City's Building Division will review and approve the sizing and installation of HGIs. This is accomplished by requirement of the permittee, by the appropriate Building Department, for the City's approval prior to issuance of the building permit. Refer to Appendix L, New FSE FOG Program Requirements Review Process, for the process utilized to refer the permittee to the City for grease interceptor installation and sizing approval. Appendix M also includes the FOG Program Application Form that a facility completes prior to the grease interceptor installation decisions are made. The sizing requirements for HGIs are established in Chapter 10, section 1014.2 of the California Plumbing Code. Regardless of the sizing method, HGIs are sized based on flow rate and the pounds of FOG that they can store. Typically, HGIs have a flow capacity of 20 to 50 gallons per minute (gpm), store 40 to 100 pounds of FOG, and are 15 to 60 gallons in volume. Flow -control fittings/devices must be installed upstream of HGIs to control the wastewater flow to match the certified flow rate of the HGI. If this flow - control device is not installed, the HGI may not perform properly when the flow exceeds the certified flow rate. HGIs are tested and certified to ASME A112.14.3 or PDI-G101 standards at the HGI's specified maximum flow rate. The City requires that HGIs be certified to these standards before HGIs can be approved for use in the City's service area. Plan -check approvals are required to ensure that one or more HGIs are connected to the significant grease -waste drains (e.g., pot sink, pre -rinse sink, work station). 4.4.3.2 Maintenance Requirements HGIs should be cleaned before the accumulation of floating FOG and settled solids exceeds 25% of the HGI's overall capacity (this is known as the 25% rule). In order to prevent excessive accumulation, daily to weekly cleaning of the HGI by kitchen staff or pumping contractors may be required. At a minimum, HGIs must be cleaned monthly. If 19F-196 is FOG Control Program Manual cleaning is performed by kitchen staff, solids and FOG should be dewatered (e.g., mixed with cat litter) and discarded in the trash. All FSEs with HGIs must keep logs of the maintenance events. Log sheets are provided to each FSE during the initial or follow-up inspections. 4.4.4 GREASE REMOVAL DEVICES Grease removal devices (GRD) are HGIs which automatically remove the floating FOG contents of the device. GRDs are typically installed indoors and connect to one to four sinks in the kitchen. Floating FOG is separated from the water within the GRD and is discharged into a relatively small tank connected to the side of the GRD. The containers are then emptied into a designated container. If space is available, a 55 gallon drum can replace the small tank in order to eliminate the need to empty the container on a daily basis. A typical conceptual GRD design is illustrated below in Figure 4-4, Typical Conceptual Grease Removal Device Design. Removable Solids Strainer Basket Inlet Baffle Flow Control Device (Internal or External) Y� Access Covers Outlet Baffle Skimmer J t_ Heating Element Figure 4-4 - Typical Conceptual Grease Removal Device Design The GRD shown in Figure 3 has a skimmer wheel which skims the floating FOG into the small container. Other styles of GRDs are available without the skimmer wheel and use hydrostatic pressure or pumps to remove the floating FOG from the device. Some FSEs prefer GRDs without the skimmer wheel because there are fewer moving parts requiring maintenance. It is important that the FSEs understand how their GRD works and what maintenance is required for their device. Proper GRD maintenance is further discussed in Section 3.6.2. 4.4.4.1 Sizing Reviewed and Approved by City's Building Division GRDs are sized to the same standards as HGIs which was previously discussed in Section 4.4.3.1. They are sized according to the established sizing criteria in Chapter 10 Section 1014.2 of the California Plumbing Code. Flow control devices must be installed inside 19F-197 16 FOG Control Program Manual and outside the GRDs to control the wastewater flow in order to match the certified flow rate of the GRID. 4.4.4.2 Maintenance Requirements In order to function properly, GRDs may require quarterly, monthly, weekly and sometimes, even daily maintenance. The solids basket must be emptied daily and the solids must be disposed of with the trash. The FOG waste container, which collects the skimmed oils, must be emptied into a larger FOG waste container for proper disposal or recycling. Because many GRDs have heaters and skimmers and other critical mechanical equipment, they must be maintained by the FSE and cleaned or replaced, as needed. The entire device should be emptied and cleaned thoroughly at least once every 90 days to remove the silt and sediments which can accumulate within the device. 4.5 Waste Hauling Requirements Proper disposal of waste grease collected either from interceptors or through kitchen practices is essential to a successful FOG control program. To ensure that FSEs properly dispose of their waste FOG and that haulers and disposal/recycling sites are properly operated, the City requires that all hauler documentation be completed and that the hauler provide the FSE a copy prior to departing the FSE. The FSE is required to maintain copies of the hauling documentation. The minimum information requirements to be documented on the hauler's record are (Refer to Appendix O for copy of the City's Waste Hauling Documentation requirements) (Refer to Appendix P for a list of certified grease waste hauling companies): • Name of hauling company • Name and signature of operator performing the pumpout • Documentation of full pumpout with volume of water and FOG removed (e.g., 1500 gallons) • Documentation of the level of floating FOG and Settled Solids (to determine if volume exceeds 25%capacity of the grease removal equipment) • Documentation if repairs to the grease interceptor are required • Identification of the facility where the hauler is planning to dispose of the waste 4.6 FSE Education The City has developed FSE FOG Control educational material for the FSEs. The initial education to the FSEs was through FOG Characterization Study inspections conducted in 2003 and 2004 and continue via mailings and ongoing inspection activities. In this process, FSEs are provided the General Requirements, a Kitchen BMP Poster, Record Keeping Logs and other Educational Material. This information, in addition to a digital training video, are also available to FSEs by downloading it from the City's website www.santa-ana.org. Refer to Appendix Q for examples of Kitchen BMP Signage, Record 19F-198 17 FOG Control Program Manual Keeping Logs, and other Educational Material. Currently, educational materials are provided to FSEs during Initial Inspections immediately after the FSE is opened, and as requested during routine FSE FOG inspections. 4.7 FSE Inspections To ensure compliance with the FOG Control Program requirements, the City has developed a few types of FSE Inspections. These inspections and their purpose are as follows: Initial Inspections These inspections are conducted to identify and classify each FSE's potential to generate FOG and its potential to discharge the FOG to the sanitary sewer system. If not adequately controlled, this FOG can lead to sewer blockages and, potentially, SSOs. The inspection identifies the type of food, equipment, and kitchen practices that contribute to FOG discharges and the equipment (e.g., grease interceptors, grease traps) that may reduce the discharge of FOG to the sewer. These initial inspections also provides the opportunity to educate the FSEs on the impact of their grease discharges, what they can do to minimize grease discharges, and how the City's Regulation could potentially impact them. Refer to Appendix R for an example of the inspection form. BMP Inspections These inspections are conducted to evaluate compliance with the facility's best management practices requirements. Refer to Appendix R for an example of the inspection form. GRE Inspections These inspections are conducted to evaluate compliance with the facility's grease removal equipment requirements. Refer to Appendix R for an example of the inspection form. Compliance Inspections These inspections are conducted where it is determined by the FOG Control Program Manager that a follow-up inspection is required for a Non -Compliance issue that has been identified in previous BMP, GRE or FOG Source Sewer Line Inspections. Enforcement Inspections These inspections are conducted when elevated enforcement of the Ordinance requirements are required or when the revocation of the FSE's grease interceptor installation Conditional Waiver, Waiver or Variance is required. The inspection strategy is to focus the City's resources on FSEs in the vicinity and upstream of enhanced maintenance locations and on FSEs that have been identified 19F-199 18 FOG Control Program Manual with a greater potential to generate FOG and discharge FOG to the sanitary sewer system. Generally, BMP and GRE inspections are conducted on an annual basis. 4.8 FSE Enforcement The City has developed an enforcement response plan to respond to Non -Compliance issues identified during the inspection processes. The enforcement response will be based on the severity of the non-compliance and the history of non-compliance at the FSE. The general approach utilized is displayed below in Figure 4-8. Appendix S, Sample Enforcement Letter, provides an example of an enforcement letter that can be sent to facilities for non -compliances. Possible Contributor to Downstream Sewer Blockage Problem Noted during Routine Inspection Administrative Fines, Administrative Compliance Order, Revocation of Grease Interceptor Waiver, Loss of Authorization to Discharge Wastewater i for Possible Contributor to Blockage Violator Problem, Violation Seventy of Violation, Non - Responsive, Remaining in Violation Third Tier (Assessment of Penalties) Administrative Second Tier Warning Notice Severity of Non - Compliance, Non - Responsive, Remaining in Non -Compliance Non -Compliance OAction Taken First Tier Figure 4-8: FOG Control Program General Enforcement Response Plan 19F-200 19 FOG Control Program Manual 4.8.1 BMP NON-COMPLIANCE Issues identified as deficient during the BMP inspection process will be documented and the FSE will be issued a Notice of Non -Compliance. The Notice will identify the area of non-compliance and the required action. Issues identified as deficient during the inspection will compromise the effectiveness of the FOG BMP Program, which will increase the FSEs potential to discharge FOG into the sanitary sewer. Therefore, the overall impact of each of the deficient issues will need to be evaluated individually and in relationship to the other reported deficiencies to determine the projected impact and severity of the combined deficient issues. Generally, for a single deficient issue (not considered as a serious non-compliance individually), no further enforcement action will be taken after correction of the deficiency. For multiple deficient issues, an Administrative Warning Notice and/or an Administrative Fine are issued. For FSE's that repeatedly fail to comply, the enforcement process may become more severe: For example, a repeated non -complaint FSE may no longer receive an Administrative Warning Notice and be directly issued an Administrative Fine; further, the FSE's Conditional Waiver may be revoked. 4.8.2 GRE NON-COMPLIANCE Issues identified as deficient during the GRE inspection process will be documented and the FSE will be issued a Notice of Non -Compliance. The Notice will identify the area of non-compliance and the required action. The majority of the issues on the GRE inspection form, if identified as deficient, will compromise the effectiveness of the GRE and would likely have resulted in a direct discharge of FOG into the sanitary sewer. Therefore, for these items it is considered a serious non-compliance issue and an Administrative Warning Notice with the potential assessment of an Administrative Fine may be issued. For FSE's that repeatedly fail to comply, the enforcement process may become more severe: For example, a repeated non -complaint FSE may no longer receive an Administrative Warning Notice and be directly issued an Administrative Fine; further, the potential loss of the FSE's right to discharge wastewater into the City's sewer collection system. 4.8.3 FOG SOURCE SEWER LINE NON-COMPLIANCE FSEs identified as sources of FOG to the City's sewer system during FOG Source Sewer Line inspections will be issued Notices of Non -Compliance. This Notice will inform the FSE that FOG discharges from their lateral has impacted the City's sewer line. This is considered a serious non-compliance issue and an Administrative Warning Notice and/or an Administrative Fine may be issued. 19F-201 20 FOG Control Program Manual • If the FSE does not have a grease interceptor, the FSE will be informed that they have been identified as a significant FOG discharger, that a likely cause is that their BMP practices do not appear to be effective and that more stringent adherence to BMPs is required. Additionally, they will be informed that if their facility is identified as a source of FOG to the City's sewer during any future FOG Source Sewer Line inspections, the FSE's grease interceptor "Conditional Waiver" may be revoked requiring the installation of a grease interceptor. • If the FSE has a grease interceptor, the FSE will be informed that they have been identified as a significant FOG discharger, and that the likely cause is that the maintenance of their grease interceptor has not been effective. The FSE may be required to: 1) pump their grease interceptor on a more frequent basis; 2) conduct a functional integrity test of their grease interceptor; and/or 3) have their kitchen drain lines dye tested to ensure that the appropriate drains are connected to the interceptor. For repeated non-compliance, the enforcement process may involve increased fines and/or termination of the FSE's right to discharge wastewater into the City's sewer collection system. Appendix S, Santa Ana Enforcement/Lateral Evaluation Process Flow, provides an example of the enforcement flow for sewer line non -compliances. 4.9 FSE FOG Program and Data Management The FOG Control Program is managed by the FOG Control Program Manager and the inspection and enforcement activities are conducted by City staff or by outside contractors under his/her supervision. The program is well integrated with the collection system maintenance program, specifically the enhanced maintenance location sewer cleaning and video inspection activities. The FSE data management process consists of: • Database that is utilized to identify the FSEs in the FOG Control Program and the specific details and inspection history of each facility. (Refer to Appendix C for a report of FSEs in the Program) • Composite Map displaying the location of the FSEs (Appendix A) Additionally, the City utilizes their internal Customer Service Records, business licenses, Orange County Health Care Agency's (OCHCA) website, building departments' new construction or tenant improvement reviews for commercial or industrial property, and input from City field personnel to identify new FSEs or modifications to existing FSEs. 19F-202 21 FOG Control Program Manual 5.0 MULTI -FAMILY HOUSING, AND SINGLE FAMILY HOME FOG CONTROLPROGRAM The multi -family housing, and single family home FOG Control Program will utilize education as the primary method for controlling the discharge of the FOG to the sewer system. Educational information concerning FOG will be provided periodically in the City's Newsletter, and FOG education brochures will be mailed with utility bills on an annual basis to educate City customers. Additionally, FOG education videos will be televised periodically during the City's Community Access television broadcast. For areas identified as potential upstream sources of FOG in the sewer system, more frequent mailing of FOG brochures will be conducted. Additionally, FOG brochures and other educational material will be provided to multi -family housing for posting in common areas. Refer to Appendix T for FOG educational material. 6.0 INDUSTRIAL FOG PROGRAM Orange County Sanitation District's source control program is utilized to regulate the wastewater discharged from Industrial users into the City's sewer collection system. The City will coordinate with OCSD for regulation and enforcement for those industrial discharges that are identified as significant FOG discharges. 19F-203 22 APPENDIX A City of Santa Ana Example Section of the Composite Sewer, Enhanced Maintenance Location, and FSE Map City of Santa Ana EEC FOG Control Program Manual n ww Revised February 1, 2019 19 F-204 APPENDIX B City of Santa Ana Sewer Enhanced Maintenance Location Report City of Santa Ana EEC FOG Control Program Manual Revised February 1, 2019 19 F -206 amzzzz())§§(}(\(())\}(}( /\}\{{/\\\\}}\\\\\{\\\\{ 1§F- 07 v 0 L C E a a g a a o 4 a q a a a a o a a a a a o q o a q o a a o 4 4 C7 C7 a a a 0 a a o a o a o 0 0 0 o 0 o o 0a 0o Ua Oa _ aaaaa_a_0 oo a Oo Oa Oo Oo Oa a o 0 0 0 o a a a o a o w w w 0 L C } E lO rl h (NVf m N N ti (mV1 (�Vf (�V1 lNO INl1 O h O Iml1 tNO N N N N N f�Vl m (Vf ti ti ti ti N tmO O] m O1 m V Q a N 0 o ao o o n z o 0 0 0 o a a o 0 m m m m o m m Q a o o o o o o$ 6 a a o a a o 0 0 o a o 0 o a a a a a >> Y Y o 0 U' O x x x x x x x Y�� 0 0 0 0 0 0 O O O O O x x O 0 w c T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T T mU U U U U U U U U U U U U U U U U U U U U U U U U U U U U U U U U U U U U U U U U U U U U a a a a a a a a a a a a a a a a a a a a a n a a a a a a a a a a n a a a a a a a a a a a a C w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w w > a > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > > a > > > > > > > > > > m v v v . a v a v a v a v v v v m v v m a v a v a v v 0 v a v a v a v a v v a v a v a v a v a v a v v m m `o `o `o `o `o `o `o `o `o`o `o `o `o `o `o `o `o `o `o `o `o `o `o `o `o `o `o c a 0 0 0 0 0 0 0 0 0 0 0 0; o o; o 0 0 0 0 0 o a o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0, v c 0 n c v v n E 0 0 v a c w w � m « 01 0 o E E c L >, L L W n n E o 0 w o a a m a o O Z L O ry _ m w o w w a E `w a c-O m m n5 w c c o o V U1. E E `w v E_ O : - N : N N N : .y .y O] O] O] 'i O] 'i .Y •1 O] l0 l0 OJ O] M 'I n m Ol O ti O] N m lO h Ol O h m C Oyl If1 Ol N m Q I!1 tO h O fl N fl 1p h O] Ol r O] Ol lO Ol m C h fl m h N m � O ti ti �N N Ifl I!1 m m lnO Onf O^t W W O] W O] W� h Oml Oml Oml Oml Oml N N N fmV1 V O V V tO tO W W� l�O � l�O G O O N N rl m O 19F-208 APPENDIX C City of Santa Ana Food Service Establishment (FSE) List City of Santa Ana EEC FOG Control Program Manual Revised February 1, 2019 19 F -209 Street Address Name 509 W 17TH ST 17TH & ROSS 2800 N MAIN PKWY STE 938 BASKIN ROBBINS 1802 N MAIN ST BOWERS MUSEUM KIDSEUM 2800 N MAIN ST STE 909 CHARLEYS PHILLY STEAKSA 3647 W MCFADDEN AVE CHEFS PHO & RESTURANT 922 S LYON ST CONFETTI PARTY RENTALS 8 MACARTHUR PL COURTYARD MARRIOTTKITCHEN 14211 EUCLID ST STE E DIEN AN COFFEE SHOP 602 N FLOWER ST DOWNTOWN STADIUM GRILL 2800 N MAIN ST STE FC17 FRESH HEALTHY CAFEA WAREHOUSE - SF1C4 14291 EUCLID ST UNIT D101 HOA AN QUAN LLC 1215 N ROSS ST ILLUMINATION FOUNDATION SANTA ANA CHILDRENS RESOURCE CENTER 691 MAIN ST 90 JAMBA JUICE #161A 2327 S BRISTOL AVE LA MICHOACANA PREMIUM DE SANTA ANAA 14291 EUCLID ST STE D102 LIEN HUE FOOD TO GO #1 14291 EUCLID ST STE D116 MON AMI CAFE RESTAURANT 3960 S MAIN ST UNIT D NATES KORNER BREAKFAST BURRITOS HOAGIESA 500 W SANTA ANA BLVD NOVA ACADEMY EARLY COLLEGE HIGH SCHOOL A 2800 N MAIN ST STE 100 PARADIS A 2428 N GRAND AVE STE L SANTIAGO CREEK COMMUNITY SCHOOL 2800 N MAIN ST SEES CANDY SHOP INC 14211 N EUCLID ST STE D SMOKING RIBS, THE 1722 W 1ST ST SUPER SALE 2800 N MAIN ST STE 308 SWEETNESS DELIGHTA 1441 W MACARTHUR BLVD STE C TAPIOCA EXPRESSA 630 S EUCLID ST STE C TAQUERIA LA MEXICANAA 117 W 4TH ST THE PIZZA PRESS 601 W 17TH ST STE C VEGGIE LEAVES INC - PLAN CHECK PENDING 2609 W 5TH ST VISTA HERITAGE CHARTER MIDDLE SCHOOL 431 E FIRST ST STE 4F WABA GRILL A CHUNK N CHIPA 4TH STREET MARKET Cookies 2429 N TUSTIN AVE ADALBERTOS 2210 E 1ST ST ADVANCED REHAB CiR OF TUSTIN 1425 E EDINGER AVE ALBERTO'S MEXICAN FOOD 625 S SANTA FE ST ALLEN FOODS INC 2729 N BRISTOL ST STE Bl ALOHA HAWAIIAN BBQ 3914 S BRISTOL ST STE B ALOHA HAWAIIAN BBQ 1008 S HATHAWAY ST STE N ALVAROS TACOS LLC 801 N MAIN ST AMBROSIA 1404 N GRAND AVE AMERICAN LEGION POST#131 1804 N TUSTIN AVE STE C AMI SUSHI 2221 W 2ND ST ANAS 2317 W 1ST ST STE A AN ITA'S RESTAURANT 210 W 1ST ST STE 111 ANTOJITO'S CLEMENTE 1611 W SUNFLOWER AVE ANTON ELLO RISTORANTE 751 S HARBOR BLVD ARSENIO'S MEXICAN FOOD 3601 W SUNFLOWER AVE ART INSTITUTE OF CALIFORNIA 2350 PULLMAN ST ARYZTA 715 N HARBOR BLVD STE 106 ASIA SANWICHES AN D CAFETERIA 207 W 2ND ST B P 0 ELKS #794A 3664 S BRISTOL ST BAJA FISH TACOS 202A 204 W 4TH ST BAR MODA RESTAURANT 1640 E FIRST ST STE A BARI PASTA/PIZZA 19F-210 324 W 4TH ST STE B BARREL ROOM, THE 2500 N MAIN ST BEAN SPROUTS 1501 MACARTHUR BLVD STE A BELLA COCINA 3940 S BRISTOL ST STE 114 BELLA CUBA CUBAN CUISINE 630 N BROADWAY ST STE 318 BELLA'S KITCHEN TOO! 1828 N TUSTIN AVE BENJIE'S RESTAURANT 2700 HOTEL TER BEST WESTERN ORANGE COUNTY 901 S EUCLID ST BETHEL BAPTIST CHURCH & SCHOOL 1320 W 1ST ST BIG K'S BURGERS DRIVE IN 2800 N MAIN ST STE 2140 BILLY BEES RESTAURANT 404 N GRAND AVE STE A BIRRERIA JALISCO 1628 S STANDARD AVE BIRRIERIA NOCHISTLAN 1840 S STANDARD AVE STE 101 BK'S DONUTS 2800 N MAIN ST STE 196B BLAZE PIZZA MAIN KITCHEN 802 E WASHINGTON BLINKING OWL DISTILLERY LLC 1620 E 1ST ST STE A BORREGO SAGRADO 2 2800 N MAIN ST STE 1038 BOUDIN SF 1724 W 17TH ST BOY'S HAMBURGERS #6 3940 S BRISTOL ST STE 111 BRASA ROSTISSERIE 2 HUTTON CENTRE DR STE 204 Bright Night 122 E 17TH ST STE 101 BRITOS TAQUERIA & RESTAURANT 122 E 17TH ST STE 104 BRIZIO PIZZA 2262 E 17TH ST BRUEGGERS BAGEL BAKERY/Z PIZZA 2841 W MACARTHUR BLVD STE 3E BRUEGGER'S BAGELS 3811 S BRISTOL ST BUFFALO WILD WINGS 120 S HARBOR BLVD STE H BUN BO HUE 1766 E MCFADDEN AVE BURGER KING 2850 S BRISTOL ST BURGER KING #2253 701 N MAIN ST BURGER KING #4309 601 E DYER RD BURGER KING #4552 200 N HARBOR BLVD BURGER KING #4991 2800 N MAIN ST STE FC6 BURGER LAB 200 N BROADWAY C4 DELICATESSEN 3130 S HARBOR BLVD STE 120 CAFE 201 1 E MACARTHUR PL CAFE 201 420 S HARBOR BLVD STE D CAFE 365 324 W 4TH ST STE A CAFE CALACAS 2800 N MAIN ST STE FC9 (916) CALIFORNIA PLATE 2102 W CHESTNUT AVE CALIFORNIA SAUSAGES 123 S HARBOR BLVD CALIFORNIA TERIYAKI 1504 W EDINGER AVE CALIFORNIA TERIYAKI GRILL 3800 S FAIRVIEW ST CALVARY CHAPEL OF COSTA MESA 3835 W 1ST ST Cancun Juice 2302 S BRISTOL ST STE D CANCUN JUICE 1026 S MAIN ST CAPRICHOS JUICE 1800 OLD TUSTIN AVE CAREHOUSE HEALTHCARE CENTER 1809 E EDINGER AVE CARL'S 1R #123 1720 E DYER RD CARL'S JR #132 3325 S HARBOR BLVD CARL'S 1R #245 1943 E 17TH ST CARL'S JR#277 1830 N BRISTOL ST STE 18 CARL'S JR #628 25115 BRISTOL ST CARLS JR/GREEN BURRITO (#77) 402 W 17TH ST CARNITAS SAHUAYO 2106 W 5TH ST CARNITAS URUAPAN 19F-211 2120 W EDINGER AVE CARR INTERMEDIATE SCHOOL 230 W WARNER AVE STE 101 CASA DEL REY 2929 S HALLADAY ST CATER TOTS, INC 3522 W 1ST ST CAY DUA 2900 W EDINGER AVE CENTENNIAL EDUCATION CENTER 2677 N MAIN ST STE 115 CENTER CAFEA 140 S GRAND AVE CHARLIE'S BEST 5401 W 1ST ST CHELO'S BAKERY 1301 E CHESTNUT STE A CHICHARRON ES J & J 3332 5 BRISTOL ST CHICKEN MAISON 3601 S BRISTOL ST CHICK-FIL-A 2800 N MAIN ST STE 1140 CHICK-FIL-A 2343 W 1ST ST CHICO LANDIA 3420 S BRISTOL ST CHINA OLIVE 1714 E MCFADDEN AVE STE F&G CHINA RUN 2050 N GRAND AVE STE 109 CHINATOWN EXPRESS# 26 2413 S FAIRVIEW ST STE S CHINESE FOOD EXPRESS 629 5 HARBOR BLVD CHIPOLTLE 1945 E 17TH ST STE 109 CHIPOTLE 2773 N MAIN ST CHIPOTLE 3705 S BRISTOL ST CHIPOTLE MEXICAN GRILL 1212 5 BRISTOL ST STE 1 CHRISTY'S DONUTS 2800 N MAIN ST STE 569 CINNABON #165 124 W MACARTHUR BLVD CLEMENTE SEAFOOD RESTAURANT 3751 HARBOR BLVD STE F CLEVER LEAF A 2701 S BRISTOL ST COASTAL COMMUNITIES HOSPITAL 130 N FAIRVIEW ST COLIMA MEXICAN 2050 N GRAND AVE#110 CONDE CAKES& BAKERY 1111 S MAIN ST CONTINENTAL BAKERY 1621 W SUNFLOWER AVE STE D50 CORNER BAKERY 2789 N MAIN ST CORNER BAKERY CAFE 800 W 17TH ST COSTA AZUL 2401 S FAIRVIEW ST COSTA AZUL RESTAURANT 719 N MAIN ST COUNTRY GARDEN CATERERS 1209 HEMLOCK WAY COUNTRY VILLA PLAZA 3002 S HARBOR BLVD COURTYARD BY MARRIOTT SANTA 1720 S GRAND AVE COWGIRL'S CAFE 426 N HARBOR BLVD COZY CORNER DRIVE IN 700 CIVIC CENTER DR CRAIGS CAFETERIA -COURTHOUSE 410 W 4TH ST CRAVE 312 W 4TH ST CREM DE LA CREAM 2800 N MAIN ST STE 9100 CREPE MAKER 2701 HOTEL TERRACE DR CW SUITES 511 N HARBOR BLVD STE A D K'S DONUTS 1002 E 17TH ST STE F D.F.'S BAKERY 1611 W SUNFLOWER AVE DARYA RESTAURANT 2300 N TUSTIN AVE DEL TACO #130 1740 E DYER RD DEL TACO #169 3329 S HARBOR BLVD DEL TACO #172 2900 S MAIN ST DEL TACO #26 2841 W WARNER AVE DEL TACO#72 27015 GRAND AVE DEL TACO #731 2320 E 4TH ST DEL TACO #9 2530 S BRISTOL ST DENNY'S 19F-212 5126 WESTMINSTER AVE DINH THIENG RESTAURANT 2217 W 1ST ST DINOS BURGERS #2 2610 W EDINGER AVE STE A DK'S DONUTS 901 W CIVIC CENTER DR STE 150 DO LUNCH DELI 2800 N MAIN ST STE 197 DOG HAUS 1015 S MAIN ST STE B DOMINO'S PIZZA 934 S HARBOR BLVD DOMINO'S PIZZA 2941 W MACARTHUR BLVD STE B DOMOYA GRILL AND SUSHI 2710 W EDINGER AVE STE D DON CHEPES MEXICAN FOOD 2413 S FAIRVIEW ST STE H DON JACINTO POLLO GRILL 1601 S MAIN ST DONUT STAR 902 W 1ST ST DONUT STAR 404 N GRAND AVE STE E DONUT STAR 2509 S HARBOR BLVD DONUT STAR & STAR WOK EXPRESS 1430 E MCFADDEN AVE DONUT STAR & STAR WOK EXPRESS 801 N FAIRVIEW ST DONUT VILLA 3119 S MAIN ST DONUTS DEPOT 201 E 4TH ST STE 139 DOS CHINOS @ 4TH STREET MARKET 7 HUTTON CENTER DR DOUBLETREE CLUB HOTEL 201 E MACARTHUR BLVD DOUBLETREE HOTEL/ORANGE COUNTY 600 W ALTON AVE DOUGLAS MACARTHUR SCHOOL 701 S HARBOR BLVD STE B DRAGON BOWL 2307 S BRISTOL ST STE A DUCKS DONUTS 2900 W WARNER AVE DUKE'S CHARBROILER 313 N BUSH ST EAT CHOW RESTAURANT 733 S MAIN ST EL AMANECER CAFE 1307 S MAIN ST EL BORREGO SAGRADO 1604 W FIRST ST EL CABRITO 819 S MAIN ST EL CANGREJO NICE 803 S MAIN ST EL CARBON ERO RESTAURANTE 2026 W 5TH ST EL CARNAVAL 1459 S MAIN ST EL CHARRITO MEAT MARKET 2217 N FAIRVIEW ST EL CHILANGO # 1 1904 S MAIN ST EL CHILE PICANTE 2202 W EDINGER AVE EL COMEDOR 1442 S BRISTOL ST EL GALLO GIRO 1502 W 5TH ST EL INDIO 3317 W 1ST ST EL MESTIZO RESTAURANT 838 E 1ST ST EL METATE FOODS RESTAURANT 1338 W 1ST ST EL METATE PANADERIA 1220 N BRISTOL ST STE D EL MICHOACANO RESTAURANT 809 N FAIRVIEW ST EL MOCTEZUMA RESTAURANT 3622 W 5TH ST EL NUEVO ENSENADA SEAFOOD RESTAURANT 601 N HARBOR BLVD EL NUEVO MONTEREY 716 E 1ST ST EL NUEVO PERICO 1840 S STANDARD AVE STE 109 EL PANADERO BAKERY 2223 W 5TH ST STE F G H EL PICANTE 901 W 17TH ST EL PICO DE GALLO 1241 W MEMORY LN EL PIRATA SEAFOOD AND GRILLA 1909 N MAIN ST EL POLLO LOCO 2501 S BRISTOL ST EL POLLO LOCO #5327 1702 E 17TH ST EL POLLO LOCO #5550 1720 E EDINGER AVE EL POLLO LOCO #5982 1327 E 1ST ST EL POLLO NORTENO 19F-213 1525 W 1ST ST STE A EL POLLO NORTENO 413 W 17TH ST STE 107 EL PORTIJO GRILL 1717 S MAIN ST EL SAHUAYO MEXICAN FOOD 1214 E POMONA ST EL SALMERON'S EL TAPATIO 3700 W MCFADDEN AVE EL SUPER 2445 S BRISTOL ST EL SUPER 3700 W WARNER AVE STE B EL TAPATIO GRILL 1338 W 1ST ST EL TORO TORTILLERIA 2509 W MCFADDEN AVE STE A ELIANA'S BAKERY 1325 E DYER RD EMBASSY SUITES HOTEL 903 S BRISTOL ST STE D ESMERALDA BAKERY 3950 S BRISTOL ST EURO CAFFE 2800 N MAIN ST STE FC12 (932) EXPRESS JAPAN 419 N FAIRVIEW ST FAIRVIEW CHAR -BROILER 2610 W EDINGER AVE STE D FANTASTIX 2205 E 17TH ST FARMER BOY 1640 E 1ST ST STE G FASAI THAI CUISINE 3502 W 1ST ST FAVORI RESTAURANT 224 E 3RD ST FESTIVAL RESTAURANT 1 FIRSTAMERICAN WAY FIRST AMERICAN FINANCIAL CORP 122 E 17TH ST STE 103 FLAME BROILER 3322 S BRISTOL ST FLAME BROILER 1538 E WARNER AVE STE A FLAME BROILER 2031 E 1ST ST STE B FLAME BROILER, THE 1212 S BRISTOL ST STE 1819 FLOR DE MEXICALI 3412 W WESTMINSTER AVE STE W-16 FONDA LOS HERMANOS MATA SWAP MALL 1212 S BRISTOL ST STE 13 FONDA MANZO MEXICAN FOOD 2140 S BRISTOL ST FOOD 4 LESS #340 1749 CARNEGIE AVE FOOD 4 THOUGHT 600 E WASHINGTON AVE FRENCH PARK CARE CENTER 2502 WESTMINSTER AVE STE F FRIEND'S DONUTS 2096 S GRAND AVE GAIL'S GRAND AVE. LUNCH CO. 2321 E 4TH ST STE A GD BRO BURGER 2800 N MAIN ST STE 1040 GENKI SUSHI 3732 S BRISTOL ST GEORGE'S THAI BISTRO 1526 S FLOWER ST GIOVANNI'S PIZZA 3002 W CENTENNIAL RD GODINEZ HIGH SCHOOL 1590 E ST GERTRUDE PL GOLD COAST BAKING COMPANY 2800 N MAIN ST STE 294 GOLDEN CORRAL RESATURANT 423 E 1ST ST STE 3B GOLDEN GATE CHINESE FAST FOOD 2217 S GRAND AVE GOURMET CATERERS 1704 S GRAND AVE GRANDSUB 2222 S GRAND AVE GREAT WALL CHINESE FOOD 2035 N MAIN ST GREEN PARROTVILLA 6 HUTTON CENTER DR STE 150 GRIFFIN GRILL 125 N BROADWAY STE D GYPSY DEN, THE 2771 N MAIN ST STE C HABIT BURGER 4504 W 1ST ST HAI KY MI GIA 2158 S BRISTOL ST HAPPY BUFFET 2927 S GREENVILLE ST IHEART OF JESUS RETREAT CETNER 409 N BROADWAY ST I HECTORS ON BROADWAY 1111 W CIVIC CENTER DR IHEROES ELEMENTARY SCHOOL 2525 W WESTMINSTER AVE STE H IHIEN VUONG RESTAURANT 1008 E 17TH ST IHOMETOWN BUFFET#806 19F-214 2015 W 1ST ST STE C HONG KONG EXPRESS RESTAURANT INC HON'S WOK 5423 W 1ST ST HUONG QUAN 2717 W MCFADDEN AVE HUSKY BOY 3001 S BRISTOL ST I HEART PANCAKES 3361 S BRISTOL ST IN N OUT BURGER #133 3930 S BRISTOL ST STE 107-108 INKA MAMAS 1740 E EDINGER AVE INTERNATIONAL HOUSE OF PANCAKES 400 N BROADWAY IRENIA 2704 W EDINGER AVE 1&J BAKERY COOKIES BOUQUET 720 E DYER RD JACK IN THE BOX 1502 S MAIN ST JACK IN THE BOX #157-1 820 N HARBOR BLVD JACK IN THE BOX #3158 601 N MAIN ST JACK IN THE BOX #3180 1300 W EDINGER AVE JACK IN THE BOX #3198 2502 S HARBOR BLVD JACK IN THE BOX #3241 3710 S BRISTOL ST JACK IN THE BOX #3527 1730 E EDINGER AVE JACK IN THE BOX #3545 719 N BRISTOL ST JACK IN THE BOX #397 1021 S FAIRVIEW ST JAX DONUTS 1303 N MAIN ST JIMENEZ MARKET 611 W CIVIC CENTER DR JOES PLACE 2029 E 1ST ST JOHHNY'S BURGERS 1700 E SAINTANDREW PL JOHNSON & JOHNSON VISION 1231 W MEMORY LN STE 11 JUAN POLLO #24 2003 W 1ST ST STE A JUGO'S ACAPULCO 307 E 1ST ST STE B JUGO'SACAPULCO 1312 W 1ST ST STE B JUGO'S VALLARTA 120 S HARBOR BLVD STE D JUGOS VALLARTA RESTAURANT 3855 S BRISTOL ST KAITENA 2102 S MAIN ST KD'S DONUTS 1345 S MAIN ST KENTUCKY FRIED CHICKEN 2600 S BRISTOL ST KFC 1325 E 17TH ST KFC LONG JOHN SILVERS 762 S HARBOR BLVD KFC/A & W 1901 N COLLEGE AVE KINDRED HOSPITAL 1801 E CHESTNUT AVE KNOWLWOOD CAFE 633 S MAIN ST KONAN HAWAIIAN BBQ 1606 S STANDARD AVE STE 101 LA BAHIA ACAPULCO MARKET # 2 2429 W MCFADDEN AVE STE 109 LA BAHIA DE ACAPULCO MARKET 519 S MAIN ST LA CEMITA POBLAMA 906 E WASHINGTON AVE LA CHIQUITA RESTAURANT 3321 W 1ST ST LA COPA DE ORO (TORTILLERIA) 2513 W EDINGER AVE LA PACHANGA CANTINA & GRILL 2429 W MCFADDEN AVE STE 116 LA PIZZA LOCA 300 E 4TH ST STE 103 LA PIZZA LOCA 1228 E EDINGER AVE LA POBLANA 3047 S BRISTOL ST LA PRADERA CARNICERIA 4406 W 5TH ST LA RANCHERITA 2709 WESTMINSTER AVE STE B LA RANCHERITA BAKERY 1959 S MAIN ST LA REYNA 2029 W 1ST ST STE 107 LA REYNA SNACK BAR 2031 E 1ST ST STE A4 LA TORTA LOCA 1633 S STANDARD AVE LA VAQUITA 19F-215 1722 W 1ST ST STE G LANTERN GRILL 2736 N BRISTOL ST LAS 3 PRINCESAS BAKERY 1524 S FLOWER ST LAS BRISAS DE APATZINGAN 719 E 1ST ST STE A LAS BRISAS OSTIONERIA 312 N BUSH ST LAS CASUELAS RESTAURANT 230 W WARNER AVE STE 107 LAS GUERITAS 3350 S BRISTOL ST STE A LEE'S SANDWICHES 710 E DYER RD LFP 1730 E 17TH ST STE Al LITTLE CAESARS #5739 1442 S BRISTOL ST STE 2C LITTLE CAESAR'S #5747 804 5 HARBOR BLVD LITTLE CAESAR'S #5761 431 E 1ST ST STE 3A LITTLE CAESARS PIZZA 423 E 1ST ST STE 3A LITTLE CAESAR'S PIZZA #5796 110 W MACARTHUR BLVD LITTLE ONION ENTERPRISES 3760 W MCFADDEN AVE STE A LOADED CAFE 451 E 1ST ST STE B LOADED CAFE 1414 W EDINGER AVE LOS ARCOS RESTAURANT 2629 W WESTMINSTER AVE STE B LOS CORALES 1638 S STANDARD AVE LOS CRISTALES COCKTAIL LOUNGE 1400 W MCFADDEN AVE STE 5 LOS PORTALES 2800 N MAIN ST STE 2160 LUCILLES SMOKEHOUSE BAR B QUE 2509 W MCFADDEN AVE STE F LUCKY CHINESE FOOD 401 5 MAIN ST LUCKY GUYS BURGERS 2729 N BRISTOL ST STE B4 LUV'N DONUTS 1421 W MACARTHUR BLVD STE D LUV'N DONUTS 410 N BRISTOL ST STE E LUV'N DONUTS 806 S MAIN ST MAIN CHARBROILED BURGER 5015 W EDINGER AVE STE V MAJESTY RESTAURANT 1821 N GRAND AVE MARIE CALLENDER #40 1180 S BRISTOL ST STE 108 MARISCOS "EL CAMERON LOCO" 1714 E MCFADDEN AVE MARISCOS CENTENARIO 315 W 17TH ST MARISCOS EL CALAMAR 1801 S MAIN ST MARISCOS HECTOR 1701 E MCFADDEN AVE STE K MARISCOS HECTOR GRILL & NIGHTCLUBA 1208 E MCFADDEN AVE MARISCOS HECTOR SPORTS GRILL 515 S MAIN ST MARISCOS LA SIRENA 1515 E 1ST ST MARISCOS PUERTO NUEVO 1128 S STANDARD AVE STE A MARISCOS VALENCIA 3701 W MCFADDEN AVE STE H MARISCOS ZAMORA 2 HUTTON CENTER DR STE 103 MASALA CRAFT 1202 W EDINGER AVE MATER DEI HIGH SCHOOL (STUDENT CAFETERIA) 2701 S RAITT ST MC FADDEN JUNIOR HIGH SCHOOL 1100 S GRAND AVE MCDONALDS 301 E 1ST ST MCDONALD'S 2300 S MAIN ST MCDONALD'S 3810 S BRISTOL ST MCDONALD'S 1526 W EDINGER AVE MCDONALD'S 2701 W MACARTHUR BLVD MCDONALD'S 666 S HARBOR BLVD MCDONALDS #5806 3600 W MCFADDEN AVE MCDONALD'S (INSIDE WALMART) 2216 S GRAND AVE MEGA SUBS 2000 N BRISTOL ST MENDEZ INTERMEDIATE SCHOOL 1851 E 1ST ST STE A METRO BEAN CAFE 2323 W 1ST ST MEXICANISIMO 19F-216 4412 W 5TH ST MICHOACAN RESTAURANT 3220 HALLADAY ST STE B MIDNIGHT MUNCHIES 320 W 5TH ST MILJUGOS 312 S MAIN ST MILL BAKERY 116 W MACARTHUR BLVD MILL BAKERY 2370 N TUSTIN AVE STE C MINI CAFE 2800 N MAIN ST STE 924 MIXABOWL^ 5111 W EDINGER AVE MOM SUPERMARKET 2218 S GRAND AVE MOMS DONUTS 1641 W SUNFLOWER AVE MORTONS THE STEAKHOUSE 1933 W 17TH ST MOS 2 221 S GRAND AVE MOS 2 151 E MEMORY LN MOTHER'S MARKET 2800 N MAIN ST STE 672 MRS FIELD'S COOKIES 2901 W MACARTHUR BLVD MURASAKI SUSHI 2775 N MAIN ST MUSCLE MAKER GRILL 3960 S MAIN ST STE C NATES KORNER 4419 W REGENT DR NEWHOPE ELEMENTARY 4411 W 1ST ST NEW PORT SEAFOOD CHIN ESE 2031 E 1ST ST STE A2 NIKI'S INDIAN FOOD 318 W 5TH ST NINJAS WITH APPETITE^ 3500 W MOORE AVE STE A NO LONGER A FSE 2801 S BRISTOL ST NO LONGER FSE 1382 E EDINGER AVE STE C NORDIC PRINCESS CHEESECAKE 102 E 17TH ST NORMS RESTAURANT 1010 S MAIN ST NORTH GATE MARKET 770 S HARBOR BLVD NORTHGATE #18 230 N HARBOR BLVD NORTHGATE GONZALEZ #9 1120 S BRISTOL ST NORTHGATE MARKET 1623 W 17TH ST NORTHGATE MARKET #7 1010 W 17TH ST NOVAACADEMY 1206 S STANDARD AVE NUNO BROS. MARKET 1214 S STANDARD AVE NUNO BROS. TORTILLERIA & 320 S MAIN ST OHH WAA LA TACOS 136 W MACARTHUR BLVD OLE! SPAIN DELISHOP 204 E WARNER AVE STE 101 OLI'S BAKERY 2710 W EDINGER AVE STE G ONO SEAFOOD MARKET 825 N BROADWAY ST ORANGE COUNTY EDUCATION ARTS ACADEMY 1001 N TUSTIN AVE ORANGE COUNTY GLOBAL MEDICAL CENTER 1010 N MAIN ST ORANGE COUNTY HIGH SCHOOL OF THE ARTS 3301 S HARBOR BLVD STE 111 ORANGE GRILL 2 100 S MAIN ST ORIGINAL MIKE'S 1180 S BRISTOL ST STE 107 PACIFIC BAKERY 2521 W MCFADDEN AVE STE E2 PALETERIAY NIEVERIA RESTAURANT 1701 E MCFADDEN AVE STE J PALOZA BAKERY 227 E 17TH ST PAN DULCE BAKERY 2230 W EDINGER AVE PANADERIA LA CHAPINA 2130 S BRISTOL ST STE B PANDA EXPRESS #696 2270 E 17TH ST PANDA EXPRESS #860 (2270-2272) 1601 W 17TH ST # I PANDA EXPRESS ^ 802 S HARBOR BLVD PANDA STIX 3941 S BRISTOL ST STE H I PANERA BAKERY 2726 S GRAND AVE PANINI (INSIDE HOLIDAY INN) 2810 N MAIN ST STE 1180 PANINI CAFE 19F-217 3316 5 BRISTOL ST PAPA JOHN'S PIZZA 3770 W MCFADDEN AVE STE A PAPA JOHN'S PIZZA 111 E OXFORD ST PASTELERIA RANCHO LA ILUSION 1331 E 15T ST STE A PASTELES PANDERIA 413 W 17TH ST STE 101 PEKING KITCHEN CHINESE RESTAURANT 2435 N GRAND AVE PERYAM AND KROLL MARKETING 1804 N TUSTIN ST STE B PHILLYS BEST 2801 W MACARTHUR BLVD STE A-2 PHILLY'S BEST 120 S HARBOR BLVD STE M PHO & CHE CAU RESTAURANT BAKERY 2709 WESTMINSTER AVE STE I PHO CO HA NOI 3037 S BRISTOL ST PHO CRYSTAL NOODLE HOUSE 3708 WESTMINSTER AVE Pho Moc 3610 W 1ST ST STE C PHO TAU BAY L T T 1610 S STANDARD AVE PICANTE'S 2801 W MACARTHUR BLVD STE D PICK UP STIX #7107 3017 5 HARBOR BLVD PINEHILL SANDWICHES 2003 W 1ST ST STE B PIZZA HUT 1036 S MAIN ST STE 104 PIZZA HUT 3317 5 BRISTOL ST PIZZA HUT #116037 2390 N TUSTIN AVE PIZZA HUT #705421 715 N HARBOR BLVD STE 104 PIZZA HUT #705426 806 W 17TH ST PIZZA HUT#705428 2541 S FAIRVIEW ST PIZZA HUT#705434 1714 E MCFADDEN AVE STE O PIZZA HUT INC 3605 S BRISTOL ST STE D PIZZA REV 220 E 4TH ST STE 102 PLAY GROUND 600 W SANTA ANA BLVD STE 103 PLAZA CAFE & DELI 3941 5 BRISTOL ST STE Fl POKE BOMB 2800 N MAIN ST SPC 1048 POKE-RIA 2 HUTTON CENTRE DR STE 203 Poketeria 1180 S BRISTOL ST STE 105 POLLO AMIGO 1227 W 1ST ST STE A POLLO RANCHERO RESTAURANT 3825 W 1ST ST POPEYES 112 E 9TH ST POP'S CAFE 1003 S BRISTOL ST POTZOLCANO 1734 W 1ST ST STE D PRONTO PIZZA 1236 W CIVIC CENTER DR STE F PT MARIPOSASA 1225 W 17TH ST PUERTO MADERO MARKET 128 W MACARTHUR BLVD RAFAELS PIZZA 20085YALE ST RASPADOS ESTILO GUERRO 420 E DYER RD RED HILL CAFE 1307 W SUNFLOWER AVE RED ROBIN BURGER & SPIRITS 1819 5 MAIN ST RESTAURANT MARY 902 W MCFADDEN AVE REYNA'S MARKET 3500 W MOORE AVE STE K RICHARD JONES BBQCTRNG 3500 W MOORE AVE STE L RICHARD JONES PIT BBQ CATERING 3401 W SEGERSTROM AVE RICHS 1421 W MACARTHUR BLVD STE G FITTERS STEAM KETTLE COOKING 413 N BROADWAY ST STE A RIVAS FOOD 1800 W 22ND ST IRIVER VIEW GOLF SNACK SHOP 207 W 2ND ST UNIT B ROBBINS NEST WINE BAR & BISTRO 1945 E 17TH ST STE 104 ROCKFIRE GRILL 2231 W 5TH ST STE A B ROSARIOS BAKERY 1011 S FAIRVIEW ST ROSA'S BAKERY 19F-218 2810 N MAIN ST STE 1100 ROUND 1 2860 S BRISTOL ST STE C ROUNDTABLE PIZZA 1621 W SUNFLOWER AVE STE D53 ROYAL KHYBER 2521 W MCFADDEN AVE R-RANCH MARKET 2 HUTTON CENTER DR STE 200 RUBIO'S BAJA GRILL 2841 W MACARTHUR BLVD STE A RUBIO'S COASTAL GRILL 2220 E 17TH ST RU BIOS RESTAURANT 2802 S FLOWER ST SADDLEBACK HIGH SCHOOL 165 W POMONA ST SAHUAYO TAQUERIA 2800 N MAIN ST STE 1030 SAIGON DE PHO RESTAURANT 1706 W 5TH ST SAN ANTONIO BAKERY 3940 S BRISTOL ST STE 112 SANKAI JAPANESE RESTAURANT 2421 S BROADWAY ST SANTA ANA CATERING (32 TRUCKS) 1216 W 1ST ST SANTA ANA FOOD MARKET 520 W WALNUT ST SANTA ANA HIGH SCHOOL 23215 BRISTOL ST SANTA BUFFET 1021 N NEWHOPE ST SANTA CLARA DAY NURSERY CENTER 2218 W 5TH ST SARINANA'S TAMALE FACTORY 1200 S STANDARD AVE SAW DONUTS 940 S HARBOR BLVD SAVY DONUTS 2800 N MAIN ST STE FC15 (940) SBARRO 1945 E 17TH ST STE 108 SHABU SHABU BAR 1406 S FAIRVIEW ST SHAKEY'S PIZZA PARLOR 1701 E MCFADDEN AVE STE B SINALOA LIQUOR MARKET 1308 W EDINGER AVE SMART & FINAL EXTRA 1530 W 17TH ST SODEXHO SERVICES (SANTA ANA COLLEGE) 132 E DYER RD SOHO TACO 610 E 1ST ST SOLTANI RESTAURANT 1180 S BRISTOL ST STE 103 SOMBOON THAI FOOD 3531 S FAIRVIEW ST SONIC DRIVE-IN 1030 W WARNER AVE SOUTH COAST ACUTE CARE 1180 S BRISTOL ST STE 101 SOUTH COAST PIZZA 2800 N MAIN ST STE 900 SPICE TRADERS INDIAN KITCHEN 3314 S BRISTOL ST SPICY NOODLE HOUSE 2601 HOTEL TER SPOONS RESTAURANT 2701 W 5TH ST SPURGEON INTERMEDIATE SCHOOL 730 S EUCLID ST ST BARBARA SCHOOL CAFETERIA 1929 N FAIRVIEW ST ST EDNA SUBACUTE REHABILITATE 2630 W EDINGER AVE STATER BROS MARKET #29 1230 E MCFADDEN AVE STATER BROS. MARKET #38 4600 W MCFADDEN AVE STEPHEN R FITZ SCHOOL 4600 MCFADDEN AVE STEPHEN R FITZ SCHOOL 201 E 4TH ST STE 138 STOCKYARD SANDWICH COMPANY 4041 GARRY AVE STOUFFER'S BAKERY 3305 S BRISTOL ST SUPER ANTOJITOS 1002 E 17TH ST UNIT SUPER ANTONIO'S MEXICAN GRILL 1720 E 17TH ST SUPERIOR SUPER WAREHOUSE 1720 S MAIN ST SUPERIOR SUPER WAREHOUSE 2610 S HARBOR BLVD SUZY'S CAFE 2720 W EDINGER AVE TACO BELL 2910 S BRISTOL ST TACO BELL #19344 411 E 1ST ST TACO BELL #3434 2246 S GRAND AVE TACO BELL PIZZA HUT EXPRESS 1714 E MCFADDEN AVE STE J TACO PRONTO 19F-219 2330 W EDINGER AVE STE A TACOS Y BIRRIA EL GUERO SO15 W EDINGER AVE STE G TAN HOANG HUONG FOOD TO GO 3940 S BRISTOL ST STE 111A TANDORI INDIAN CUISINE 2002 N MAIN ST TANGATA 1441 W MACARTHUR BLVD TAPIOCA EXPRESS RESTAURANT 2709 WESTMINSTER AVE STE E TAQUERIA ACAPULCO 2429 W MCFADDEN AVE STE 108 TAQUERIA ACAPULCO 1118 W 1ST ST TAQUERIA CARNICERIA TAPATIA 2610 W EDINGER AVE STE B TAQUERIA DE AN DA 902 N HARBOR BLVD TAQUERIA DE AN DA 1029 E 4TH ST TAQUERIA DE AN DA 415 N GRAND AVE TAQUERIA EL GORDITO 1013 S FAIRVIEW ST TAQUERIA EL JACALITO 2502 WESTMINSTER AVE STE B TAQUERIA EL TRIUNFO 903 S BRISTOL ST STE H TAQUERIA EL TRIUN FO 1840 S STANDARD AVE STE 107 TAQUERIA EL TRIUNFO 925 W WARNER AVE TAQUERIA EL ZAMORANO 305 E 4TH ST STE 101 TAQUERIA GUADALAJARA #4 938 S HARBOR BLVD TAQUERIA GUERRERO 1200 W WARNER AVE STE A TAQUERIAJALAPENO 1180 S BRISTOL ST STE 106 TAQUERIA LA FIESTA 630 S EUCLID ST TAQUERIA LA MEXICANA 1736 W 5TH ST TAQUERIA LOS GRANDES 202 S BRISTOL ST TAQUERIA TAPATIA 31215 MAIN ST STE A TAQUERIA ZAMORA #3 2056 S MAIN ST TAQUITOS SAHUAYO 1441 W 17TH ST TARGET#1936 3300 S BRISTOL ST TARGET STORES #250 1330 E 17TH ST TARGET STORES #286 3930 S BRISTOL ST STE 109 TASTY ZONE 1224 E WARNER AVE TEXTRON CAFETERIA 413 N EUCLID ST THANH NOI RESTAURANT 1500 W MACARTHUR BLVD THE BOILING CRAB 2302 S BROADWAY ST THE BURGER STOP 114 E 5TH ST THE FIRSTAMERICAN CORPORATION 930 S MAIN ST THE HOUSE BURGER 36115 BRISTOL ST STE C THE KICKIN CRAB 3503 S HARBOR BLVD THE OBSERVATORY 231 E DYER RD STE A THE PUMPER PICKLE 2031 E 1ST ST STE A3 THE SANDWICH SOCIETY 1325 E DYER RD THE SWEET SPOT 207 W 2ND ST STE A THE VOLSTEAD 3650 S BRISTOL ST THE VONS COMPANIES INC #1626 1804 N TUSTIN AVE STE A THE WOK EXPERIENCE 1502 E 1ST ST TIERRA BLANCA SPORT BAR FAMILY RSTAURANT 701 N HARBOR BLVD TITO'S LA ESPECIAL 503 W 17TH ST TITO'S LA ESPECIAL 1725 COLLEGE AVE TIVOLI TERRACE HACIENDA 3751 S HARBOR BLVD STE B TOMMY PASTRAMI NY DELI (TOMMY PASTRAMI) 1431 W WARNER AVE TORI NICK RESTAURANT 222 E WARNER AVE TORTAS & BIONICOS NICE 701 S HARBOR BLVD STE A2 TORTAS SINALOA 555 E MEMORY LN TOWN AND COUNTRY MANOR 4401 W 1ST ST TRIEU CHAU RESTAURANT 19F-220 1473 S MAIN ST TRIO PIZZA 1808 N TUSTIN AVE TUTTO FRESCO 2525 W WESTMINSTER AVE STE I UNO FREE PIZZA 201 N SULLIVAN ST USA CANNING FOOD 1801 S GREENVILLE ST VALLEY HIGH SCHOOL 416 W 4TH ST VELVET LOUNGER 709 N BRISTOL ST STE 1 VICTORIA BAKERY 2345 W 1ST ST VIEN DONG SEAFOOD MARKET 2720 S HARBOR BLVD STE B WABA GRILL 1215 E WARNER AVE WABA GRILL 1703 E MCFADDEN AVE Waba Grill 3750 W MCFADDEN AVE STE B WABA GRILL 431 E 1ST ST STE 4F WABA GRILL 1268 E 17TH ST STE A WABA GRILL TERIYAKI HOUSE 1130 W WARNER AVE WABA GRILLA 3600 W MCFADDEN AVE WAL-MART 2430 CAPE COD WAY WEST LAKE FOOD CORP 2723 N BRISTOL ST STE D3 WHAT A LOT A PIZZA 752 E DYER RD WIENERSCHNITZEL 1401 W MACARTHUR BLVD WIEN ERSCHNITZEL #349 1700 E MCFADDEN AVE WIEN ERSCHNITZEL #710 1342 N ROSS ST WILLARD INTERMEDIATEKITCHEN 3017 W 5TH ST WILLOWICK COFFEE SHOP 2801 W MACARTHUR BLVD STE C WING STOP 1411 N BROADWAY ST WISE PLACE 305 E 4TH ST STE 106 WURSTHAUS 1430 E EDINGER AVE YELLOW BASKET 2860 S MAIN ST YELLOW BASKET OF SANTA ANA 1701 N BROADWAY ST STE C YES DONUTS & YOGURT 2639 W EDINGER AVE YO! SUSHI 2413 S FAIRVIEW ST STE R YOGI'S TERIYAKI 1701 N BROADWAY ST STE A YOSHINOYA BEEF BOWL #153 2441 N TUSTIN AVE STE A YUM YUM DONUTS 2735 W EDINGER AVE YUN KATZ TORTILLERIA 3941 S BRISTOL ST STE F2 ZPIZZA 19F-221 APPENDIX D City of Santa Ana FOG Control Rules and Regulations City of Santa Ana EEC FOG Control Program Manual n n n Revised February 1, 2019 19 F -222 FATS, OILS AND GREASE ("FOG") CONTROL PROGRAM RULES AND REGULATIONS APPLICABLE TO FOOD SERVICE ESTABLISHMENTS OF THE CITY OF SANTA ANA Public Works Agency 220 S. Daisy Avenue Santa Ana. CA 92703 Effective December 15, 2004, the City of Santa Ana adopted Ordinance Number INS 26-70 amending Chapter 39 of the Santa Ana Municipal Code adding fats, oils and grease (FOG) control regulations applicable to Food Service Establishments (FSEs). The ordinance requires all new and remodeled FSEs to install and maintain grease interceptors. Existing FSEs without grease interceptors will be issued a conditional waiver and routinely inspected to evaluate the effectiveness of their grease control measures. Existing FSEs that discharge FOG and are out of compliance with the Ordinance provisions will be required to install grease interceptors. All FSEs must implement Kitchen Best Management Practices (BMPs) to remove FOG from the waste stream entering the sewer system. Violations of the FOG Control Program Regulations may result in the issuance of warnings, correction notices, and/or Administrative Citations. Administrative Citations carry a penalty of up to $500 per occurrence. Any person acting in violation of this code section also may be acting in violation of the Federal Clean Water Act or the State Porter -Cologne Act and other laws and also may be subject to enforcement procedures pursuant to said statutes. Pursuant to Ordinance Number INS 26-70 the Executive Director of the Public Works Agency hereby establishes the following Rules and Regulations related to the FOG Control Program. Said Rules and Regulations shall take effect immediately. The Executive Director of the City of Santa Ana may add, modify or delete these Rules and Regulations. Food Service Establishments (FSEs) must conform to these Rules and Regulations 19F1223 TABLE OF CONTENTS RULE NO. TITLE PAGE NO. 1 FOG Program Notice and Conditional Waiver ............................................... 3 2 General Waste Discharge Prohibitions........................................................ 4 3 Kitchen Best Management Practices (BMP) Requirements .................................. 5 4 Grease Interceptor Operation and Maintenance Requirements ........................... 7 5 Grease Trap Operation and Maintenance Requirements ..................................... 8 6 Notification Requirements..................................................................................... 9 7 Record -Keeping Requirements............................................................................ 11 8 Drawing Submittal Requirements.......................................................................... 12 9 Monitoring Facilities Requirements....................................................................... 13 10 Monitoring and Reporting of Conditions Requirements ........................................ 14 19F�224 RULE NO. 1 FOG Program Notice and Conditional Waiver FOG Program Notice All FSEs will be issued a FOG Program Notice. The notice will contain the current FOG Control Program Rules and Regulations as well as site specific requirements for each FSE. The FSE is required to comply with all of the applicable Rules and Regulations as well as site specific requirements. Conditional Waiver of Interceptor Requirement: Existing FSEs that do not have a grease interceptor installed will be issued a Conditional Waiver. The Conditional Waiver will specify requirements that the FSE must comply with to operate without an interceptor. The City's FOG Control Program Manager will continually review FSE compliance with the Conditional Waiver requirements. A Conditional Waiver may be revoked at any time for any of the following reasons: o Quantity of FOG discharge as measured or as indicated by the size of FSEs based on seating capacity, number of meals served, menu, water usage, amount of on -site consumption of prepared food and other conditions have changed since the granting of said waiver such that the FSE is contributing to FOG discharges. o Identification of the FSE as a significant contributor of FOG into the Sewer System, which is based on inspection or sampling of the FOG discharged from the FSE's sewer lateral to the Sewer System. o Adequacy of implementation and compliance with Kitchen Best Managements Practices (BMPs). o Change in sewer size, grade, and condition based on visual information. o Changes in operations that significantly affect FOG discharge. o Failure to comply with any of the conditions set forth in the waiver. o Any other condition deemed reasonably related to the generation of FOG discharges by the FOG Control Program Manager. 19F3225 RULE NO. 2 General Waste Discharge Prohibitions All FSE's are prohibited from the following: 1. The discharge into the sewer system of FOG that may accumulate and/or cause or contribute to blockages in the sewer system or at the sewer system lateral except as provided herein. 2. The ilnstallation of food grinders in the plumbing system of new constructions of FSEs. All existing food grinders shall be removed from FSEs by June 15, 2005. 3. The introduction of any additives into a FSEs wastewater system for the purpose of emulsifying FOG, unless a specific written authorization from the FOG Control Program Manager is obtained. 4. The disposal of cooking oil into drainage pipes. All waste cooking oils shall be collected, stored and labeled properly in receptacles such as barrels or drums for recycling or other acceptable methods of disposal. 5. The discharge of wastewater from dishwashers to any grease trap or grease interceptor. 6. The discharge of wastewater with temperatures in excess of 140'F to any grease control device, including grease traps and grease interceptors. 7. The use of biological additives for grease remediation or as a supplement to interceptor maintenance, without prior authorization from the FOG Control Program Manager. 8. The discharge of waste from toilets, urinals, washbasins, and other fixtures containing fecal materials to sewer lines intended for grease interceptor service. 9. The discharge of any Waste including FOG and solid materials removed from the grease control device to the sewer system. Grease removed from grease interceptors shall be waste hauled periodically as part of the operation and maintenance requirements for grease interceptors. 10. Dishwashers and food waste disposal units shall not be connected to or discharged into any grease trap. 11. Operation of grease interceptors with FOG and solids accumulation exceeding 25% of the design hydraulic depth of the grease interceptor (25% rule). 19F4226 RULE NO. 3 Kitchen Best Management Practices (BMP) Requirements Kitchen Best Management Practices (BMPs) Requirements All FSEs shall be required, at a minimum to implement and comply with the following Kitchen BMPs, whenever applicable: 1. Drain screens shall be installed on all drainage pipes in food preparation areas. 2. All waste cooking oil shall be collected and stored properly in recycling receptacles such as barrels or drums. Such recycling receptacles shall be maintained properly to ensure that they do not leak. Licensed waste haulers or an approved recycling facility must be used to dispose of waste cooking oil. 3. All garbage and food waste shall be disposed of directly into trash bins or containers, and not in sinks. Double -bagging food wastes that have the potential to leak in trash bins is highly recommended. 4. Employee Training: Employees of the FSEs shall be trained by June 15, 2005 and twice each calendar year thereafter in the following areas: a) How to "dry wipe/scrape" pots, pans, dishware and work areas before washing to remove FOG. b) How to properly dispose of garbage, food waste and solids in enclosed plastic bags prior to disposal in trash bins or containers to prevent leaking and odors. c) The location and use of absorption products to clean under fryer baskets and other locations where FOG may be spilled or accumulated. d) How to properly dispose of FOG from cooking equipment into a FOG receptacle such as a barrel or drum without spilling. Training shall be documented and employee signatures retained indicating each employee's attendance and understanding of the practices reviewed. Training records shall be available for review at any reasonable time by the FOG Control Program Manager, Orange County Health Care Agency (OCHCA) or their designees. Exhaust filters shall be maintained in good operating condition utilizing frequent cleaning practices. The sewage generated from cleaning the exhaust filter shall be disposed properly. Kitchen BMP and "NO GREASE" signs, posters or similar information in appropriate language(s) shall be prominently displayed in the food preparation and dishwashing areas at all times. 19F5227 Absorbent materials (e.g., kitty litter or paper towels) shall be placed under the fryers or other areas where FOG typically or frequently drips or spills. Covered conveyance devices shall be used in order to transport FOG without spilling. FOG containers shall be emptied before they are full to avoid accidental or incidental spills. 10. "Spill Kits" (e.g., absorbent materials, kitty litter) shall be created and shall be well marked and readily accessible in the event a spill does occur. 19F6228 RULE NO. 4 Grease Interceptor Operation and Maintenance Requirements All existing and newly constructed grease interceptors shall be operated in accordance with the manufacturer's specifications. The maintenance frequency for all FSEs with a grease interceptor shall be determined in one of the following methods: Grease Interceptors shall be maintained in efficient operating condition by periodic removal of the full content of the interceptor. Grease interceptors shall be fully pumped out and cleaned at a frequency such that the combined FOG and solids accumulation does not exceed 25% of the design hydraulic depth of the Grease Interceptor. This is to ensure that the minimum hydraulic retention time and required available volume is maintained to effectively intercept and retain FOG. ALL FSEs with a grease interceptor shall fully pump out contents of the grease interceptor at a minimum quarterly frequency (at least once every 3 months) unless the frequency is changed based on procedures described in 3. and 4. below. The FOG Control Program Manager or his/her designee may mandate a more frequent cleaning schedule if it finds that the FSE is not maintaining a grease interceptor in a manner in compliance with 1. above. The maintenance frequency may be adjusted when sufficient data has been obtained to establish an average frequency that will ensure compliance with 1. above. Based on the actual generation of FOG from a FSE, the maintenance frequency may increase or decrease; however, the minimum pumping frequency shall be 6 months. A FSE may submit a request at any time to the FOG Control Program Manager requesting a change in the maintenance frequency of its grease interceptor. The FSE has the burden of responsibility to demonstrate that the requested change in frequency reflects actual operation conditions based on the average FOG accumulation overtime and meets the requirements described in 1. above and that it is in full compliance with Santa Ana Municipal Code, Section 39-56.8 and the FOG Control Program. Upon determination by the FOG Control Program Manager that the requested revision is justified, the FSE shall be notified in writing of the revised maintenance frequency. If the grease interceptor, at any time contains FOG and solids accumulation that does not meet the requirements described in 1. above, the FSE shall be required to have the grease interceptor serviced as soon as possible, but not more than 24 hours later, such that all FOG, sludge, and other materials are completely removed from the grease interceptor. 19F_229 RULE NO. 5 Grease Trap Operation and Maintenance Requirements A FSE may use or may be required to install grease traps, in lieu of installation of a grease interceptor when (1) installation of an interceptor can not physically be accomplished, (2) there is not adequate slope for gravity flow between kitchen plumbing fixtures and a proposed grease interceptor and/or between the grease interceptor and the private collection lines or the public sewer and (3) no alternative pretreatment can be installed. Sizing and installation of grease traps shall conform to the current edition of the California Plumbing Code. 2. Grease traps shall be operated in accordance with the manufacturer's specifications. 3. Grease traps shall be maintained in efficient operation conditions by removing accumulated grease on an as needed basis, or the frequency specified by the manufacturer, but no less than on a weekly basis. 4. Grease traps shall be maintained free of all food residues and any FOG waste removed during the cleaning and scraping process. 5. Grease traps shall be inspected periodically, but in no event less than once a month, to check for leaking seams and pipes, and for effective operation of the baffles and flow -regulating device. Grease traps and their baffles shall be maintained free of all caked -on FOG and waste. Removable baffles shall be removed and cleaned during the maintenance process. 6. Dishwashers and food waste disposal units shall not be connected to or discharged into any grease trap. 19Fg230 RULE NO. 6 Notification Requirements A FSE shall comply with notification requirements: Notification of Spill and/or SSOs In the event a FSE is unable to comply with Santa Ana Municipal Code Section 39-56 and/or the FOG Control Program due to a breakdown of equipment, accidents, or human error or the FSE has reasonable belief that its discharge will violate Chapter 39-56 and/or the FOG Control Program, the FSE or its representative shall immediately notify the FOG Control Manager by telephone at: FOG Control Manager (714) 647-3380 If the material discharged has the potential to cause or results in sewer blockage or a Sanitary Sewer Overflow (SSO), the FSE shall immediately notify the Orange County Health Care Agency (OCHCA) and the FOG Control Program Manager by telephone at: FOG Source Control Manager (714) 647-3380 OCHCA (714) 667-3600 C. Confirmation of this notification shall be made in writing to the FOG Control Program Manager no later than five (5) workings days from the date of the incident at the following address: FOG Control Program Manager City of Santa Public Works Agency 220 S. Daisy Ave. Santa Ana, CA 92703 The written notification shall state the date of the incident, the reasons for the discharge or spill what steps were taken to immediately correct the problem and what steps are being taken to prevent a recurrence. Such notification shall not relieve the FSE of any expense, loss, damage or other liability that may be incurred as a result of damage or otherwise arising out of a violation of Section 39-56 of the Santa Ana Municipal Code or any other chapter of the Santa Ana Municipal Code, or other applicable law. Notification Regarding Change in Operations The FSE shall notify the FOG Control Manager in writing at least 60 days prior to any facility expansion and/or Remodeling or process modifications that may result in new or substantially increased FOG discharges or a change in the nature of the discharge. The FSE shall submit any information requested by the FOG Control Program Manager for evaluation of the effect of such expansion and/or Remodeling or process modifications on the FSEs FOG discharge to the sewer system. The address to use to notify the FOG Control Program Manager is as follows: 19F9231 FOG Control Program Manager City of Santa Ana Public Works Agency 220 S. Daisy Ave. Santa Ana, CA 92703 The written notification shall state the FSE name, name the title of the FSEs contact person or person most knowledgeable concerning the facility expansion and/or remodeling or process modifications, address and telephone number of the FSE, date of the proposed facility expansion and/or Remodeling or process modifications and the reasons for the same. 1910 F-232 RULE NO. 7 Record -Keeping Requirements The following records shall be maintained for no less than two (2) years and the FSE shall make them available to FOG Control Program Manager, OCHCA, or their designees: A record or logbook of grease interceptor or grease trap cleaning and maintenance practices and activities. The record or logbook shall include: a. Dates inspected; b. Name of inspector; c. Inspector's observations concerning the effectiveness of the grease interceptor or grease trap in controlling FOG; d. Dates cleaned; and e. Dates and nature of maintenance. A record or logbook of Kitchen BMPs being implemented including employee training as described more fully in Rule 2. Any other information deemed appropriate by the FOG Control Program Manager to ensure compliance with Section 39-56 of the Santa Ana Municipal Code and the FOG Source Control Program. For FSEs with Grease Interceptors: Copies of records and manifests of waste hauling grease interceptor contents, which will include: • Name of hauling company • Name and signature of operator performing the pumpout • Documentation of full pumpout with volume of water and FOG removed (e.g., 1500 gallons) • Documentation of the level of floating FOG and Settled Solids (to determine if volume exceeds 25% capacity of the grease removal equipment) • Documentation if repairs to the grease interceptor are required • Identification of the facility where the hauler is planning to dispose of the waste Records of sampling data and/or sludge vs. slug height monitoring for FOG and solids accumulation in the grease interceptors. Records of any spills and/or cleaning of the lateral or sewer system. 19F11233 RULE NO. 8 Drawing Submittal Requirements Upon request by the Fog Control Program Manager or his designee: A proposed or existing FSE may be required to submit facility site plans, mechanical and plumbing plans, and other details to show the sewer locations and connections for its facility or premises. The submittal shall be in a form and content acceptable to the City for review of an existing or proposed grease interceptor, grease trap, monitoring facilities, metering facilities, and operating procedures. The review of the plans and procedures shall in no way relieve a FSE of the responsibility of modifying the facilities or procedures in the future, as necessary to meet the requirements of Section 39-56, the FOG Control Program or any requirements of other Regulatory Agencies. The City may require drawings to be prepared by a California Registered Civil, Mechanical, or Electrical Engineer. 119F2234 RULE NO. 9 Monitoring Facilities Requirements The City may require a FSE to construct and maintain in proper operating condition at a FSEs sole expense, flow monitoring, constituent monitoring and/or Sampling Facilities. 2. The location of the monitoring or metering facilities shall be subject to approval by the FOG Control Program Manager. 3. FSEs shall, during regular business hours provide immediate and safe access to the FOG Control Program Manager, OCHCA, or their designees to the FSEs' monitoring and metering facilities. 4. FSE shall, upon request submit to the FOG Control Program Manager waste analysis plans, contingency plans, and other necessary information to verify it is in compliance with Section 39-56 of the Santa Ana Municipal Code and this FOG Control Program. 5. No FSE shall increase the use of water or in any other manner attempt to dilute a discharge as a way of achieving compliance with Section 39-56 of the Santa Ana Municipal Code and the FOG Control Program. 19F13235 RULE NO. 10 Monitoring and Reporting of Conditions Requirements The FOG Control Program Manager may require periodic reporting of the status of implementation of the Kitchen BMP (Rule 3), in accordance with the FOG Control Program. The FOG Control Program Manager may require visual monitoring at the sole expense of the FSE to observe the actual conditions of the FSEs sewer lateral and sewer lines downstream. The FOG Control Program Manager may require reports for self -monitoring of sewage constituents and FOG characteristics of the FSE needed for determining compliance with any conditions or requirements as specified in Section 39-56 of the Santa Ana Municipal Code and the FOG Control Program. The FOG Control Manager shall in a manner and form approve monitoring reports of the analyses of sewage constituents and FOG characteristics. Failure by the FSE to perform any required monitoring or to submit monitoring reports required by the FOG Control Program Manager constitutes a violation of Section 39-56. The FSE shall be responsible for any and all expenses of the City in undertaking such monitoring analyses and preparation of reports required of the FSE. 19 F14236 APPENDIX E City of Santa Ana FOG Control Example "Notice" City of Santa Ana EEC FOG Control Program Manual Revised February 1, 2019 19 F -2 37 MAYOR Miguel A. Pulido MAYOR PRO TEM Claudia c. Alvarez COUNCILMEMBERS David Benavides Carlos Bustamante Michele Martinez Vincent F. Sarmiento Sal Tinajero CITY MANAGER David N. Ream CITY ATTORNEY Joseph W. Fletcher CLERK OF THE COUNCIL Patricia E. Healy CITY OF SANTA ANA PUBLIC WORKS AGENCY M-85 P.O. Box 1988 Santa Ana. California 92702 TO: Owners and Managers of Food Service Establishments FROM: FOG Control Program Manager DATE: August 22, 2006 SUBJECT: FOG Control Program and Issuance of Notice IMPORTANT ANNOUNCEMENT The City of Santa Ana (City) is responsible for keeping the sewer system in Santa Ana functioning properly and has implemented a Fats, Oils, and Grease (FOG) Control Program to prevent blockages in the sewer lines that can cause overflows and spills. This program is required by the State of California and was initiated in the spring of 2005. City inspectors have visited the food service establishments (FSEs) in the City during this past year to inform personnel of the program requirements, review the facility's Food Service Establishment Wastewater Discharge Notice (identifying FOG Program requirements), and to provide education material. The City would like to thank all of the FSEs for cooperating with the City inspectors and for the efforts that have been taken to make the program a success. To verify the effectiveness of the FOG program and as required by the State of California, the City will continue inspecting FSEs to ensure that they are in compliance with the requirements of the program. These inspections will include adherence to Kitchen Best Management Practices (BMPs), proper maintenance of grease removal devices, as appropriate, and review of FOG Program records. All FSE documents/records, which may be located in a binder, must be readily available for review by the inspector during the inspection. Additionally, the Orange County Health Care Agency (OCHCA) inspectors will also be reviewing a portion of the FOG Program requirements during their inspections to verify compliance. Food service establishments that are identified as non -compliant with the FOG program requirements during these inspections will be re-educated on the requirements of the FOG Program and will also have enforcement actions initiated, which may result in significant fines for non- compliance - Your cooperation and assistance in this vital program is greatly appreciated. If you have questions please call me at (714) 647-3317, or visit the City's website at www.santa-ana.org for the following information: Municipal Code Chapter 39 Rules and Regulations Program Resources (poster, brochures, record -keeping forms, etc.) Sincerely, Ray Burk City Principal Civil Engineer/FOG Control Program Manager 19F-238 MAYOR Miguel A. Pulido MAYOR PRO TEM Claudia c. Alvarez COUNCILMEMBERS David Benavides Carlos Bustamante Michele Martinez Vincent F. Sarmiento Sal Tinajero CITY MANAGER David N. Ream CITY ATTORNEY Joseph W. Fletcher CLERK OF THE COUNCIL Patricia E. Healy CITY OF SANTA ANA PUBLIC WORKS AGENCY M-85 P.O. Box 1988 Santa Ana. California 92702 A: Duenos y Encargados de los Establecimientos del Servicio de Alimento DE: Encargado De Programa De Control de FOG FECHA: Agosto 22, 2006 TEMA: Programa de Control y Emisi6n del Aviso FOG AVISO IMPORTANTE La Ciudad de Santa Ana es responsible de que el sistema de alcantarilla este funcionando adecuadamente y ha implementado un programa del control de Aceites y Grasas (FOG), para prevenir obstrucciones en las lineas de alcantarilla que pueden causar desbordamientos y derramamientos. Este programa es requerido por el Estado de California y fue iniciado en 2005. Durante este ultimo ano, inspectores de la ciudad han visitado establecimientos de servicio de comida para informar al personal de requisitos del programa, revisar el Aviso del Desperdicio de agua de el establecimiento de servicio de comida, y para proveer material educativo. La ciudad quisiera agradecerle a todos los establecimientos de servicio de comida por cooperar con los inspectores de la ciudad y por los esfuerzos que han tornado para que el program sea un exito. Para verificar la efectividad de el programa de aceites y grasas (FOG), y por requisitos de el Estado de California, la Ciudad continuara inspeccionando establecimientos de servicio de comida para asegurar que se mantengan conforme a los requisitos de el programa. Estas inspecciones incluiran adherencia a las practical mejores en el manejo de la cocina, mantenimiento correcto de los aparatos de eliminacion de grasa. Adicionalmente, los inspectores de la Agencia de Salud de el Condado Orange tambien estaran revisando una porci6n de los requisitos del programa de aceites y grasas (FOG) durante inspecciones para verificar cumplimiento. Establecimientos de servicio de comida que no estan en cumplimiento con los requisitos del programa de aceites y grasas (FOG) durante estas inspecciones seran re-educados sobre los requisitos de el programa y acciones de aplicaci6n seran iniciadas, cual puede dar lugar a multas significantes por el incumplimiento. Su cooperaci6n y ayuda en este programa vital se aprecia grandemente. Si usted tiene preguntas favor de Llamar al (714) 647-3317, o visitar el Web site de la ciudad en www.santa-ana.org para la informaci6n siguiente: Capitulo Municipal Del Codigo 39 Reglas y Regulaciones Recursos del programa (cartel, folletos, formas del mantenimiento de Registros, etc.) Siynceramente,� / Ray Burk Encargado De Programa Civil Principal De Control De la Ciudad Engineer/FOG 19F-239 APPENDIX F Additive Request Form City of Santa Ana EEC FOG Control Program Manual nn Revised February 1, 2019 19 F -240 WASTEWATER ADDITIVE USE VARIANCE REQUEST FORM CITY OF SANTA ANA Fats, Oils, and Grease (FOG) Control Program City of Santa Ana's (City) Fats, Oils, and Grease (FOG) Control Regulations, (Article III, Chapter 39, Section 39-56 of the City's Municipal Code) - prohibits the introduction of additives into a Food Service Establishment's (FSE) wastewater system for the purpose of emulsifying FOG, for grease remediation, or as a supplement to interceptor maintenance unless specific written authorization from the City's FOG Control Program Manager is obtained. ANY REQUEST WILL BE DENIED IF THE FSE IS FOUND TO BE, OR HAS BEEN, IN VIOLATION OF ANY FOG PROGRAM REQUIREMENTS WITHIN THE 12 MONTH PERIOD PRIOR TO THE DATE OF THE REQUEST. Food Service Establishment Requesting Variance: Permit No: Rev No: Business License N Facility Name: Facility Address: Owner Name: Additive: Product Name: Authorized Agents Name: Product Description: Product Key Constituents (attach a copy of the MSDS): Product Supplier/Distributor Information Company Name: Contact Name: Contact Phone No.: Purpose for additive use: Justification for Request for Variance: Note — statement must include discussion of product's potential impact to the City's sewer system (including potential FOG accumulation and hydrogen sulfide concentrations [H2S]), potential impact to the Orange County Sanitation District's Wastewater Reclamation Facility, and potential impact to the waters of the State of California. I request a variance for the use of the aforementioned additive and certify that all information contained in this request is true: Signature: Printed Name: Date: Submit Variance Request to: FOG Control Program Manager, City of Santa Ana 220 South Daisy Avenue, Santa Ana, California 92702 19 F -241 Revision Date: April 30, 2007 APPENDIX G Grease Interceptor Installation Flow Chart City of Santa Ana EEC FOG Control Program Manual nn ww nn Revised February 1, 2019 19 F -242 y -N p- 0++� LL .Tm w� l9 U z Z Z z Y Y1 � C \ lJ > m r LLLL.a 076 ' Y O 4 E O O LL v° O 2'y C y2Q L o LL o 12 g 4 �v OI W j e �vea g � ei v o 0 ge 3e a g E 0 0 9 � O o n N c ° y m °1 U C m N N m m r m n m o N •- a N N n a w o x.O .O m m m m m U U O O m m LL d 0 N .- N O d N —_ U 6 m C ll m m o> m O umi E- a 02 .c .c m- mo O m U U❑ C7 C7 Y of m m N c m o LL o m � . . . . . . . . . . . . W LL i7 2 J II II � II II II II II 0LLU - 19F-243 W LL C72 J APPENDIX H City of Santa Ana EEC FOG Control Program Manual Revised February 1, 2019 19 F -244 To: From: Location: MEMORANDUM Date: The above referenced food service establishment (ESE) must comply with the FOG Control Program Rules and Regulations established in Ordinance NS-2921 and as follows: A gravity grease interceptor is required at this FSE for the following reason(s): This is a new ESE, or; This is an existing ESE undergoing remodeling, or; This is an existing ESE involving a change of ownership that will result in an increase of FOG discharged to the sewer system or is likely to continue discharging a high level of FOG. C/c: Water Resources Division Planning & Building Agency OC Health Care Agency Public Works Agency (Development) EEC Environmental Applicant 19F-245 APPENDIX I 161 z I Q 111 Cs] City of Santa Ana EEC FOG Control Program Manual nn wwc Revised February 1, 2019 19 F -24 V CITY OF SANTA ANA FOOD SERVICE ESTABLISHMENT WASTEWATER DISCHARGE NOTICE AND CONDITIONAL WAIVER FSE ID: Effective Date: FSE Owner: FSE Name: FSE Address: FSE City, State, Zip: FSE Owner/Rep Email: FSE Owner/Rep Phone: A gravity grease interceptor is NOT required at this FSE: Effective August 1, 2017, the City of Santa Ana adopted Ordinance Number NS 2921 amending Chapter 39 of the Santa Ana Municipal Code adding fats, oils and grease (FOG) control regulations applicable to Food Service Establishments (FSEs). The ordinance requires all new and remodeled FSEs to install and maintain grease interceptors. FSEs without grease interceptors and that meet certain criteria are hereby issued a conditional waiver under the terms of this Notice and Conditional Waiver. FSEs will be routinely inspected to evaluate the effectiveness of their grease control measures. Existing FSEs that discharge FOG and are out of compliance with the Ordinance provisions will be required to install grease interceptors. All FSEs must implement Kitchen Best Management Practices (BMPs) to remove FOG from the waste stream entering the sewer system. Program Rules and Regulations The City has established Rules and Regulations for the FOG Program. Refer to the City website at htto://www.santa-ana.org/owa/fog/documents/fog rules and regulations.odf or contact the FOG Control Program Manager at (714) 647-3320 for copies of the Rules and Regulations. Also refer to these sources for the Fats, Oils, and Grease Control Regulations (Section 39-56 of the City's Municipal Code) and for copies of forms and educational material. Conditional Waiver A Conditional Waiver to the requirement to install a grease interceptor is hereby granted. This waiver may be revoked at any time upon a determination of one or more of the following: 1. Quantity of FOG discharge as measured or as indicated by the size of the FSE based on seating capacity, number of meals served, menu, water usage, amount of on -site consumption of prepared food and other conditions have changed since the granting of said waiver such that the FSE is contributing to FOG discharges- 2- Any tenant or facility modification, addition or alteration of cooking or food preparation equipment 3. Identification of the FSE as a significant contributor of FOG into the Sewer System, which is based on inspection or sampling of the FOG discharged from the FSE's sewer lateral to the Sewer System- 4- Adequacy of implementation and compliance with Kitchen Best Management Practices (BMPs). 5. Change in sewer size, grade, and condition based on visual information- 6- Failure to comply with any of the specific requirements set forth below in this Conditional Waiver- 7- Any other condition deemed reasonably related to the generation of FOG discharges by the FOG Control Program Manager. Page 1 of 2 19F-247 Specific Conditional Waiver Requirement(s) The developer/owner shall install a Hydro -mechanical Grease Interceptor (HGI), in accordance with the UPC and with the Orange County Health Care Agency requirements. The developer/owner shall design the plumbing system to separate all kitchen drains, floor drains and fixtures from other domestic drain fixtures to facilitate the future installation of a grease interceptor. FOR HGI Installations 1. The HGI is installed pursuant to all manufacturer requirements including flow control devices and proper space for maintenance access; 2. The HGI is maintained pursuant to all manufacturers recommendations including, but not limited to: a. Under no circumstances will the settled solids and/or floating fats, oils and grease (FOG) contained in the HGI exceed 25% of the hydraulic depth of the device; b. The full contents of the unit(s) are removed prior to settled solids and/or floating FOG reaching 25% of the hydraulic depth of the device, or at maximum, on a quarterly basis (when in use) c. A log is maintained of all HGI service and maintenance activities; Notice and Conditional Waiver Amendment Notice The Developer/owner acknowledges that no tenant improvements that include change of kitchen equipment, expansion of dining area, and or change in type of operations or use, are being performed at this time. The developer/owner has been notified that any improvements, that include what is mentioned above, will result in the revocation of this waiver to install a grease interceptor. The City may amend this Notice and/or Conditional Waiver at any time. Compliance with the requirements contained in this Notice and Conditional Waiver does not relieve the FSE of its obligation to comply with the Fats, Oils, and Grease Control Regulations, any applicable pretreatment regulations, standards or requirements under local, State, and Federal laws, including any such regulations, standards, requirements or laws that may become effective during the term of this Conditional Waiver. Non-compliance with any term or condition of this Notice and Conditional Waiver constitutes a violation of the Fats, Oils and Grease Control Regulation and may result in revocation of the Conditional Waiver. BY signing, FSE owner agrees to all terms and conditions of this Notice and Conditional Waiver. Nabil Saba, P.E. Water Resources Manager Page 2 of 2 19F-248 APPENDIX J City of Santa Ana EEC FOG Control Program Manual n w Revised February 1, 2019 19 F -249 ° ❑ a o o H � H N r'3 �• '.� iG ro .e fD o aq n o ° rD h w 5 c eo' o C o o wn z C ¢ 0" 3 ��I ud a 'v 0 0�0 0 v s Stoves Qvens �o t n v ❑� y o Trench Drain 'r � o ° m � d 13 w d t't O F Q Stoves Ovens �? � 9 v F � N �O F � v N prepCounter q O 'O 3 J O 9u O. Prep Counter \ n 19F-2 5- APPENDIX K Cl:1:rM:8Iz111:1Y]:Iare] M1IMzIIMNOuw lkiI City of Santa Ana EEC FOG Control Program Manual Revised February 1, 2019 19 F -2 51 Gravity Grease Interceptor Installation Specifications G" IFLET STANDARC TOP (MH FRAMES. CCVEPS L RINGS NOT SHOWW BLD_KS RECLIPED_� 1_2-0" CAST IROA FRAME AT EACH NANHOLE ANO COVER (EOLT DOW COVER 1 / SAMPLIIJG MANHOLE/90N 6" OUTLET SAMPL:NG MANHOLE/BOX 6" INLETS (SEE NOTE G! 6.. r -�' L 6" QUTI FT a T — PRECAST -NTERI C PER APPROVED I a L15T Installation Requirements: • New construction • Remodel/change in operation • Under -slab plumbing • Causing or contributing to an accelerated line maintenance location • Interceptors are not intended for the introduction of domestic sewage • Sample Box Required • Manhole lid access over each baffle tube required • Interceptor located in an area subject to traffic must be HS-20 traffic rated • Alternative materials considered (e.g., HDPE or fiberglass) • Interceptor must have IAPMO approval • Use of cast iron pipe for grease interceptor applications is prohibited • Installed on exterior of building o Avoid drive-thru lanes o Accessible for inspection and maintenance o Minimum 2% gravity flow FLOW CLEANOUT 6" OUTLET TfT__Q- 19F-252 Maintenance Requirements: • At a frequency to meet the 25% Rule • Quarterly pump -out (more frequently/less frequently when appropriate) • Full pump -out of 100% of the contents required • Additives that supplement pumping requirements are prohibited Required Fixture Connections: Fixture Typical Location Typical DFU per CPC Potential for FOG Pretreatment Connection 3-Compartment Sink Dish Wash Area 3-6 High Required Pre -rinse Sink Dish Wash Area 2-4 High Required Floor Sinks/Floor Drains/trench drains Dish Wash Area 2-4 Moderate Required Trench Drain Cooking Area (Kettles) 2-4 High Required Floor Sinks Cooking Area (Woks) 2-3 High Required Mop Sink Anywhere 3-6 Moderate Required Commercial Dishwasher Dish Wash Area 3-6 Moderate or Low Not Recommended Prep -Sinks Food Prep/Cooking Area 2-4 Moderate or Low Optional Floor Sinks/Floor Drains Food Prep/Cooking Area 2-3 Moderate or low Optional Hand Sinks Anywhere 2-3 Low Not necessary Drains for Ice Machines Anywhere 1-2 Low Not necessary Toilets and Hand Sinks Restrooms N/A N/A Never CPC Table 1014.3.6 DFUs (Max) GGI Volume (Gallons) 8 500 21 750 35 1,000 90 1,250 172 1,500 216 2,000 307 2,500 342 3,000 428 4,000 19F-253 APPENDIX L NEW FSE FOG PROGRAM REQUIREMENTS REVIEW PROCESS City of Santa Ana EEC FOG Control Program Manual Revised February 1, 2019 19 F -2 54 / / \/ 8/) : \ /| \ \) :}|) () ()) 3; s- \\ 9: ƒ z /| ■ \ 0 � /[ ` \jadolOAO ! / \_ joleAA$—, a bumueld m : APPENDIX M 010u061c]C7e1Mwil»I[4welIIs] kiIWi]NM City of Santa Ana EEC FOG Control Program Manual Revised February 1, 2019 19 F -2 56 CITY OF SANTA ANA PUBLIC WORKS AGENCY FOOD SERVICE ESTABLISHMENT FATS, OILS, GREASE APPLICATION FORM • THE FOLLOWING INFORMATION TO BE PROVIDED BY FOOD SERVICE ESTABLISHMENT APPLICANTS: 1. THE FOOD SERVICE ESTABLISHMENT'S (ESE) NAME: 2. THE FOOD SERVICE ESTABLISHMENT'S ADDRESS, UNIT #, AND ZIP CODE: 3. THE OWNER / APPLICANT/ REPRESENTATIVE'S NAME: 4. THE OWNER / APPLICANT/ REPRESENTATIVE PHONE NUMBER: 220 S. Daisy Ave • (M-85) Santa Ana, California 9�57 CITY OF SANTA ANA PUBLIC WORKS AGENCY 5. PLEASE CHECK WHICH OF ONE THE FOLLOWING STATEMENTS APPLY: ❑ THIS IS A NEW FSE. ❑ THIS IS AN EXISTING FSE GOING THROUGH CHANGE OF OWNNERSHIP. ❑ THIS IS AN EXISTING FSE GOING THROUGH REMODELING. ❑ THIS IS AN EXISTING FSE GOING THROUGH CHANGE OF USE. ❑ THIS IS AN OUT OF SERVICE FSE, GOING TO BE REUSED. *Note: If a tenant improvement or other remodeling/improvements are planned, include a digital copy of the facility plans with this application. 6. CHECK THE FOOD SERVICE ESTABLISHMENT TYPE THAT BEST REPRESENTS YOUR FACILITY? ❑American -Burger Dice Cream ❑Bagel ❑Indian ❑Bakery ❑Italian ❑Barbecue ❑Japanese/Sushi ❑Cafeteria/Buffet ❑Korean ❑Chicken ❑Meat/Carniceria ❑Chinese ❑Mexican ❑Coffee Shop ❑Pizza ❑Cookie ❑Seafood ❑Deli/Sandwich ❑Steakhouse ❑Doughnut ❑Vegetarian ❑French ❑Vietnamese ❑Greek ❑Other 220 S. Daisy Ave • (M-85] Kip ^��GfpSpia 92703 714- i�J �a w .santa-ana.ore APPENDIX N PUMPING FREQUENCY VARIANCE REQUEST FORM City of Santa Ana EEC FOG Control Program Manual Revised February 1, 2019 19 F -2 59 GREASE INTERCEPTOR PUMPING -INTERVAL -REQUIREMENT INCREASE REQUEST FORM CITY OF SANTA ANA Fats, Oils, and Grease (FOG) Control Program City of Santa Ana's (City) Fats, Oils, and Grease (FOG) Control Regulations, (Article III, Chapter 39, Section 39-56.8 of the City's Municipal Code) — states that grease interceptors shall be maintained in efficient operating condition by periodic removal of the full content of the interceptor. Food Service Establishments (FSEs) shall fully pump out and clean grease interceptors within a pumping interval such that the combined FOG and solids accumulation does not exceed 25% of the design hydraulic depth of the grease interceptor. This is to ensure that the minimum hydraulic retention time and required available volume is maintained to effectively intercept and retain FOG. All FSEs with a grease interceptor shall fully pump out contents of the grease interceptor at a minimum quarterly pumping interval (at least once every 3 months) unless the interval is increased based on procedures described below. The pumping interval may be adjusted when sufficient data has been obtained to establish an acceptable interval that will ensure compliance with the 25% rule. Based on the actual generation of FOG from an FSE the pumping interval may be increased; however, the maximum pumping interval shall be no greater than 6 months. An FSE may submit this request form to the FOG Control Program Manager requesting a change in the pumping interval of its grease interceptor. ANY REQUEST WILL BE DENIED IF THE FSE IS FOUND TO BE, OR HAS BEEN, IN VIOLATION OF ANY FOG PROGRAM REQUIREMENTS WITHIN THE 12 MONTH PERIOD PRIOR TO THE DATE OF THE REQUEST. The FSE has the burden of responsibility to demonstrate that the requested change in its pumping interval reflects actual operation conditions based on the typical FOG accumulation over time without exceeding the 25% mle, and that it is in full compliance with Santa Ana Municipal Code, Section 39-56.8 and the FOG Control Program. Upon determination by the FOG Control Program Manager that the requested increase is justified, the FSE shall be notified in writing of the revised pumping interval. Procedures for variance request: 1. FSE shall fill out and return this form. 2. A review of the FSEs program compliance history will be conducted. a. If the FSE is found to be, or has been, in violation of any FOG program requirements within the 12 month period prior to the date of the request, the request will be denied. 3. Once contacted by a City Inspector, the FSE shall coordinate an inspection schedule with the City Inspector. a. Inspection schedule may include a monthly, exhaustive inspection of the grease interceptor for a 3 to 6 month period. 4. As required by Article III, Chapter 39, Section 39-56 of the City's Municipal Code, the FSE shall maintain all records and receipts of service regarding the grease interceptor. NOTE: Once an FSE is granted an increase of its grease interceptor's pumping interval, if at any time the FSE is found to be in violation of any FOG program requirements, the pumping interval shall revert to its prior length of time. Food Service Establishment Reauestine Variance Permit No: Rev No: Business License N Facility Name: Facility Address: Owner Name: Authorized Agents Name:_ Contact Phone Number: Current pumping interval:_ Justification for Request of pumping interval requirement increase: I request an increase in my grease interceptor's pumping interval requirement and certify that all information contained in this request is true: Signature: Date: Printed Name: Submit Request to: FOG Control Program Manager, City of Santa Ana 220 South Daisy Avenue, Santa Ana, California 92702 19 F -260 Revision Date: Febrimy 22, 2007 APPENDIX O WASTE HAULING DOCUMENTATION REQUIREMENTS City of Santa Ana EEC FOG Control Program Manual Revised February 1, 2019 19 F-261 WASTE HAULER RECEIPT DOCUMENTATION REQUIREMENTS The minimum information requirements to be documented on the hauler's receipt are: Name of hauling company Name and signature of operator performing the pumpout Documentation of full pumpout with volume of water and FOG removed (e.g., 1500 gallons) Documentation of the level of floating FOG and Settled Solids (to determine if volume exceeds 25% capacity of the grease removal equipment) Documentation if repairs to the grease interceptor are required Identification of the facility where the hauler is planning to dispose of the waste 19F-262 APPENDIX P M:I:491aI:TRIM N :ftm ITIB011:800U11IIz[r][6161 M IUMkiII*I City of Santa Ana EEC FOG Control Program Manual Revised February 1, 2019 19 F-263 (n O (6 Q EE O U a) U a) i7 L Y o N m o N m N m N m N m N m o N m o N m N m o N m o o N m N m N m N m Z } Z T } } } } Z } Z } } Z } Z Z } } } } N N N N N U N N N N N O N N N N N N N O N U o Q U ¢ U ¢ U U U f0 -p U Vl U U N O U ¢ ¢ C) C) m ¢ �j U ,O 6 N ¢ c m m m Q m m Q m e L o m m m m s c m .B 'e C C N C C N O O >_ C '� m E G C m C m N G y o m m o m m o m o c o m m O m c o m } CO (n J Cl) (n J CD U�—¢ a O rn U¢ J CO2 3 mCO ° m C W O N M o o ¢ o in 3 0 L CO d in o m °� c m O m m m m =O C L U U :D N` N N L G N 2 N 75 2 C m — Ur i LL jp 0 6 O (n C O s v N m Z C7 2 x 2 (n m 2 X 0 o (n (n w (n uj m 0' Z uj c7 N CO w CO V O LL� Z r CO M CO C6(D CO O M Q M M N N N M — N CO N O N O N M O CO CO O N V N N m m M 0 M a M CO M N� W M W 7 CO 7 I� r CO O M W O W O 9 W M CQ " N N LL? 0? 7 r 7 N CQ D7 � N q 07 CQ I� D7 M O M CO I� OJ 'ITV M O O m M LL V CO O I� O O LL� V CO O M V I� V CO LL� O V D7 N CO O� I� v O- v v M v I� v - v M v I� v O ...... O O � ...... W r- v v r v CO v W v M v I� v D7 ... U C N m C 0 E E >. E U U m O U C U c > m °c� J E L d o U -5; 0 � Y aui m Y CO C m O U o E" E m N Y cn a o 0 0 o N T U N c U a' >> E 0 o m E E .0 m m m m> w a E 2,, �' w o o U .5 E 2 E E .0 5 E a n E z>> N m a °•' E IL LU w °? o 0 . c .v. c c(oUFn = m i. °� d SUUY E ��a d U a d CO Lj U o d E d 3 N¢ O 3 o m c a0 oco `m `m 0 d `m f0 Z E m U o>> cn co co 19F-264 APPENDIX Q M9:8:7x61i1N11:/:14uIzWill Xi10MIkiIII :I11114wilIIs] zFilm M UI:INMI City of Santa Ana EEC FOG Control Program Manual Revised February 1, 2019 19 F-265 Answers to questions about... Fats, Oils and Grease (FOG) Public Education Outreach Program Background The Orange County Sanitation District (OCSD) is the third largest publicly owned wastewater treatment agency west of the Mississippi River. OCSD treats an average of 243 million gallons of sewage per day from 2.5 million people and approximately 1,000 businesses and industries in central, north and west Orange County. OCSD operates two treatment plants, one in Fountain Valley and one in Huntington Beach, California. In OCSD's 471 square mile service area, sewage from 21 cities, three special districts and some unincorporated areas of Orange County are transported to OCSD through 12,000 miles of sewer pipelines. Problem When large volumes of fats, oils or grease (FOG) enter sewer pipes, they solidify and accumulate, resulting in narrowing of the pipe's internal opening. Eventually the inside of the pipe can become completely clogged, causing sewage to back up into homes and businesses, or onto the streets and into storm drains that lead to the ocean. Such spills are unhealthy, harm the environment, and can be expensive to clean up. In the case of food service establishments such as restaurants, they can also lead to fines and business closures. The problem is simply that people have been putting fats, oils and grease down their drains and garbage disposals. That has to stop. The drain is not a dump. FOG Public Education Outreach Program The State of California's Regional Water Quality Control Board for the Santa Ana Region has issued an order (No. R8-2002-0014) to local cities and sewer districts to begin controlling the release of fats, oils and grease (FOG) into the sewer system from food service establishments, homes and businesses. This FOG Public Education Outreach Program is a joint effort undertaken by 22 cities and districts to inform food service establishments, residents and businesses about the problems fats, oils and grease can cause in the sewer system, and to teach better ways to dispose of these materials. The Orange County Sanitation District coordinated the production of the educational materials. Program Participants City of Anaheim City of Newport Beach City of Brea City of Orange City of Buena Park County of Orange City of Cypress Orange County Sanitation District El Toro Water District City of Placentia City of Fullerton Rossmoor/Los Alamitos Area Sewer District Garden Grove Sanitary District City of Santa Ana City of Huntington Beach City of Seal Beach Irvine Ranch Water District City of Stanton City of La Habra City of Yorba Linda Midway City Sanitary District Yorba Linda Water District ...continued on other side 19F-266 OCS D/021508/FOG_fa ctsheet.Gdr page 1 Food Service Establishments Restaurants and other food service establishments are the primary sources of fats, oils and grease in the sewer system. There are two preferred ways for food service establishments to collect fats, oils and grease: Grease Interceptors - large underground devices connected to the outgoing sewer system. When full, they must be emptied and cleaned by permitted waste pickup and disposal companies. Installation of a grease interceptor ranges from $8,000 for new construction to $10,000 to $15,000 for a retrofit. Grease Barrels - covered barrels for higher quality cooking grease are collected by commercial companies for recycling. This solution alone may not adequately prevent grease from entering the sewer system from sinks unless other kitchen best management practices are followed. General Pub IiC Residential sewer users, not just restaurants, are also sources of FOG problems, especially residents in multifamily buildings. That's why this FOG education program addresses residents as well as businesses. Residents can avoid such sewer problems by mixing fats, oils and grease with absorbent materials such as paper towels or kitty litter and putting them where they belong —in the trash. • For More Information Please contact Ingrid Hellebrand, Senior Public Information Specialist with the Orange County Sanitation District, at (714) 593-7115 or ihellebrand@ocsd.com. • Resources/Links: Orange County Sanitation District www.ocsd.com General FOG information. Orange County Grand Jury www.ocgrandjury.org/reports.asp An April 25, 2001 grand jury report shows what the relationship between FOG and sewer spills was thought to be at that time. Orange County Health Care Agency, Ocean Water Protection Program vvww.ocbeachinfo.com/downioads/index.htm Information on sewer spills and beach closures, and annual reports on ocean and bay water quality Orange County Health Care Agency, Food Protection Program vvww.ocfoodinfo.com/closures.htm Information on restaurant closures. United States Environmental Protection Agency http: //cfpub 1.epa. gov/n pdes/home.cfm? progra mid = 4 The "home page"for sewer spill information but also data on discharge permits, etc. California Regional Water Quality Control Board, Santa Ana Region vvww.waterboards.ca.gov/santaana/ Information on our Region 8's water quality control board. The drain is not dump. Put fats, oils and grease where they belong. Ma them in ywrtwh with a rhent wAe like paperw? ce pindsor kitly litter. 19F-267 OCSD/021508/FOG factsheei page 2 CITY OF SANTA ANA PUBLIC WORKS AGENCY M-85 P.O. Box 1988 Santa Ana, California 92702 Kitchen Best Management Practices (BMP's) Sinks and Drains Drain Screens • Be installed on all drains • Have openings between 1/8" and 3/16" • Be removable for ease of cleaning • Be frequently cleaned (dispose of the screened solids to the trash) Grease Container Usage • Pour all liquid oil and grease from pots, pans, and fryers into a waste grease container • Prior to washing, scrape solidified fats and grease from pots, pans, fryers, utensils, screens, and mats into a container • Use recycling barrels or bins with covers for onsite collection of grease and oil • Empty grill top scrap baskets or boxes into a container Dishwashing • Use rubber scrapers, squeegees, or towels to remove food and all visible fats, oils and grease from cook and serving ware prior to dishwashing • Dry wipe remaining food and fats, oils and grease into trash can prior to dishwashing Spill Prevention and Clean-up Proactive Spill Prevention and Clean -Up Procedure BMPs • Develop and post spill procedures • Develop schedule for training employees about procedures • Designate a key employee who monitors clean-up Spill Prevention BMPs • Empty containers before they are full to avoid accidental spills • Provide proper portable container to transport materials without spilling • Use a cover to transport grease materials to a recycling barrel 19F-268 Spill Clean-up BMPs • Block off sink and floor drains near the spill • Clean spills with towels and absorbent material • Use wet cleanup methods only to remove trace residues Absorbent Materials and Towel Usage • Use disposable absorbent materials to clean areas where grease may be spilled or dripped • When using paper towels, use food grade paper to soak up oil and grease under fryer baskets • Use towels to wipe down work areas • Use absorbent materials under colanders in sinks when draining excess meat fat Food Waste Disposal/Recycling • Used or spent oil and grease generated from fryers and other cooking equipment can be recycled through a rendering or recycling company. Food Grinders • Food grinders should not be used in FSEs because the resulting large volume of food solids may clog drain pipes and/or fill grease traps and interceptors. Employee Education • An Education Program on the BMPs should be implemented consisting of: • New employee training program • Frequent refresher training program • Kitchen BMP signage 19F-269 CITY OF SANTA ANA PUBLIC WORKS AGENCY M-85 P.O. Box 1988 Santa Ana, California 92702 Practicas Mejores en el Manejo de la Cocina Fregaderos v Desague Coladeras del Desague • Deben ser instaladas en todos los desagues. • Deben tener aberturas dentro de 1/8" and 3/16" • Deben ser removidas para facilitar limpieza. • Deben ser limpiadas frecuentemente (deseche los residuos de comida visibles en el bote de basura.) Uso del Contenido de Grasa • Heche todo aceite liquido y grasa de las ollas, cazuelas, y freidoras en un recipiente de grasa . • Antes de lavar, raspe la manteca y grasas de las ollas, cazuelas, utensilios, coladeras, y tapetes en un recipiente. • Use barriles de reciclar con tapas cuando colecta para colectar grasas y aceites. • Vacie los restos de las canastas o cajas de las parrillas en un recipiente. Lavando los Trastes • Use raspadores de jebe, enjugadores, o toallas para quitar la comida y toda la grasa, aceite y manteca que es visible en los trastes y de servir antes de lavarlos. • Usando una toalla seca, limpie los residuos de comida y de grasas, aceites, y manteca en un bote de basura antes de lavarlos. Prevencion de Derrames v Limpieza Prevencion Proactiva de Derrames y Procedimiento de Limpieza • Desarrolle un procedimiento de limpieza de derrames y pongalo en un lugar visible. • Desarolle un programa de entrenamiento para los empleados acerca de los procedimientos. • Designe un empleado quien supervise la limpieza. 19F-270 Prevencion de Derrames • Vacie los recipientes antes que se Ilenen para evitar derrames accidentales. • Proveer recipientes adecuados y portables para transportar materiales sin derramar. • Use una tapa para transportar materiales de grasa al barril de reciclo. Limpieza de Derrames (BMP's) • Tape el fregadero y los desagues del piso cerca del derrame. • Limpie los derrrames con toallas y materiales absorbentes. • Use metodos de limpieza con agua solo para quitar los residuos. Uso de Materiales Absorbentes v Toallas • Use materiales absorbentes y desechables para limpiar areas donde la grasa puede ser derramada o puede gotear. • Cuando use toallas de papel, use papel de grado para comidas para absorber la grasa debajo de las canastas de freir. • Use toallas para limpiar areas de trabajo. • Use materiales absorbentes debajo de colanderas en fregaderos cuando exprima el exceso de grasa de las carnes. Deshaciendose de los Residuos de Comida/Reciclar • Aceites usados y grasa generada de los aparatos de freir y otros aparatos de cocina pueden ser reciclados a traves de una compania recicladora. Moledores de Comidas • Moledores de comidas no deben ser usados en los establecimientos de servicios de comida ya que el gran volumen de comidas solidas pueden obstruir las canerias del desague o Ilenar los interceptores y bloqueadores de grasa. Educacion de los Empleados • Un Programa de Educacion en las Mejores Practicas en la Cocina debe ser implementado. • Programa para entrenar a nuevos empleados. • Programa frecuente de repaso, de entrenamiento. • El cartel indicando las reglas de las Mejores Practicas en la Cocina. 19F-271 EMPLOYEE BMP TRAINING LOG ACILITY NAME: EMPLOYEE NAME I INITIAL TRAINING DATE LOCATION: 19F-272 RECYCLABLE GREASE (YELLOW GREASE) PICKUP / DISPOSAL LOG ACILITY NAME: DATE I PICKED UP BY WHOM I SERVICE COMMENTS (volume collected, etc.) 19F-273 GREASE TRAP / INTERCEPTOR ACILITY NAME: MAINTENANCE LOG LOCATION: TYPE OF SERVICE uisposai SERVICE COMMENTS DATE SERVICED BY WHOM (pumping/hauling, Site Volume Y pumped (volume pumped, problems, 19F-274 LATERAL SEWER LINE MAINTENANCE LOG FACILITY NAME: LOCATION: DATE SERVICED BY WHOM TYPE OF SERVICE SERVICE COMMENTS roddin jetting,repair, etc.(problems, observations etc. 19F-275 WASTE HAULER RECEIPT DOCUMENTATION REQUIREMENTS The minimum information requirements to be documented on the hauler's receipt are: Name of hauling company Name and signature of operator performing the pumpout Documentation of full pumpout with volume of water and FOG removed (e.g., 1500 gallons) Documentation of the level of floating FOG and Settled Solids (to determine if volume exceeds 25% capacity of the grease removal equipment) Documentation if repairs to the grease interceptor are required Identification of the facility where the hauler is planning to dispose of the waste 19F-276 APPENDIX R IIz601WE" I M kiWQNM6.9 City of Santa Ana EEC FOG Control Program Manual Revised February 1, 2019 19 F -27 % Food Service Establishment Survey Inspection Form Inspector Name Inspector Signature Interviewee Name Comments/Notes/Potential Concerns: I. Establishment Information Facility Name Street Address Citv Doing Business As (DBA) Facility Phone Number_ Email Facility Owner Date Interviewee Title Zip Facility Fax Number Owner Name Owner Phone Number Owner Address City Zip Code Email Property Owner Owner Name _ Owner Address City Operation Owner Phone Number ❑Mon ❑Wed ❑Fri ❑Sun Time Open ❑Tue ❑Thurs ❑Sat 4567891011 Time Close 4567891011 ❑ 24 hours/day III. Photos Zip Code 12123456789101112 12123456789101112 ❑ Front of Facility Image # ❑ Greatest Grease Producing Kitchen Equipment Image # ❑ Grease Trap Image # ❑ Grease Interceptor or Suitable Location Image # ❑ Other Image # ❑ :30 ❑ :30 19 F -2 / 8 Page 1 of 4 IV. Location Information Location Information Specialty Type (Check One) (Check One) ❑Catering ❑American -Burger ❑Hospital ❑Bagel ❑Hotel ❑Bakery ❑Mall/Food Court ❑Barbecue ❑Nightclub/Bar ❑Cafeteria/Buffet ❑Prison ❑Chicken ❑School ❑Chinese ❑Stadium/Amusement Park ❑Coffee Shop ❑Stand-alone Restaurant ❑Cookie ❑Strip-Mall/Attached ❑Deli/Sandwich ❑Supermarket ❑Doughnut ❑Other ❑French ❑Greek V. FOG Sources VI. UPC Oils Meats (One or More) (One or More) ❑Butter ❑Beef ❑Lard ❑Chicken ❑Margarine ❑Pork ❑Peanut Oil ❑Seafood ❑Shortening ❑Vegetable Oil VII. Lateral Line Clean Out Lateral Cleanout Location Dice Cream ❑Indian ❑Italian ❑Japanese/Sushi ❑Korean ❑Meat/Carniceria ❑Mexican ❑Pizza ❑Seafood ❑Steakhouse ❑Vegetarian ❑Vietnamese ❑Other Seating (Check One) ❑Sit-down ❑Take-out ❑Combo Chain Status(Check One ❑Chain ❑Independent Inside Seating Capacity Outside Seating Capacity During Peak Hours: # of Meals Served per Hour # of Employees working Non -Disposable Dish Usage ❑ Yes ❑ No Significant Use of Pots and Pans❑ Yes ❑ No Additives Used Is an additive being used? ❑ Yes ❑ No Type: ❑Biological ❑Chemical ❑Unknown If Yes, List product name MSDS ❑ Yes ❑ No Purpose (One or More): ❑ Odor Control ❑ Line Cleaning ❑Grease Interceptor ❑Other Laterals Lateral Cleaning Frequency ❑Twice a month ❑Monthly ❑Quarterly ❑Semi -Annually ❑Annually ❑Other Contractor Name Vill. Yellow Grease Disposal (Waste Hauling) Recycler Name ❑Drum ❑Bin ❑5 Gallon Container Approximate Gallons Pick-up Frequency ❑<55 ❑56-150 ❑Twice a month Yellow Grease Disposal Documentation Date of Last Pick-up 5u ❑Quarterly ❑Semi -Annually 19 F -2 / 9 Page 2 of 4 IX. Kitchen Equipment Tvpe ❑ Deep Fryers ❑ Char Broiler ❑ Char Broiler w/Grease Burner ❑ Griddles ❑ Grills ❑ Kettles ❑ Oven ❑ Rotisserie ❑ Stoves ❑ Woks ❑ Other X. Fixtures Quantity ❑1❑2❑3❑4 ❑1❑2❑3❑4 ❑1❑2❑3❑4 ❑1❑2❑3❑4 ❑1❑2❑3❑4 ❑1❑2❑3❑4 ❑1❑2❑3❑4 ❑1❑2❑3❑4 ❑1❑2❑3❑4 ❑1❑2❑3❑4 ❑1❑2❑3❑4 Catch Pan for Grease ❑Yes ❑No ❑N/A ❑Yes ❑No ❑N/A ❑Yes ❑No ❑N/A ❑Yes ❑No ❑N/A ❑Yes ❑No ❑N/A ❑Yes ❑No ❑N/A ❑Yes ❑No ❑N/A ❑Yes ❑No ❑N/A ❑Yes ❑No ❑N/A ❑Yes ❑No ❑N/A ❑Yes ❑No ❑N/A Type Screen Compartm Pipe Diameter Direct Plumbing/ Connected Floor Sink/Shared To Grease ents — Floor Sink Tra ❑ Hand Sink ❑Yes ❑No 010203 03/4" ❑1" ❑1'/V01%"❑2" ❑DP❑FS ❑SFS ❑Yes ❑No ❑ Hand Sink ❑Yes ❑No 010203 03/4" 01" ❑1'/V01%"❑2" ❑DP❑FS ❑SFS ❑Yes ❑No ❑ Mop Sink_ ❑Yes ❑No 010203 03/4" 01" ❑1'/V0 1%"❑2" ❑DP ❑FS ❑SFS ❑Yes ❑No Floor Mounted ❑Yes ❑No ❑ Mop Sink_ ❑Yes ❑No 010203 03/4" 01" ❑1'/V0 1%"02" ❑DP ❑FS ❑SFS ❑Yes ❑No Floor Mounted ❑Yes ❑No ❑ Pot Sink_ ❑Yes ❑No 010203 03/4" 01" ❑1'/V01%"❑2" ❑DP❑FS ❑SFS ❑Yes ❑No Grinder ❑Yes ❑No ❑ Pot Sink_ ❑Yes ❑No 010203 03/4" 01" ❑1'/V01%"❑2" ❑DP❑FS ❑SFS ❑Yes ❑No Grinder ❑Yes ❑No ❑ Prep -Sink— ❑Yes ❑No 010203 03/4" 01" ❑1'/V01%"❑2" ❑DP❑FS ❑SFS ❑Yes ❑No ❑ Prep -Sink_ ❑Yes ❑No 010203 03/4" 01" ❑1'/V01%"❑2" ❑DP❑FS ❑SFS ❑Yes ❑No ❑ Pre -Rinse_ ❑Yes ❑No 010203 03/4" 01" ❑1'/V01%"❑2" ❑DP❑FS ❑SFS ❑Yes ❑No Sink Grinder ❑Yes ❑No ❑ Other ❑Yes ❑No 010203 03/4" 01" ❑1'/V01%"❑2" ❑DP❑FS ❑SFS ❑Yes ❑No ❑ Commercial ❑Yes ❑No 03/4" 01" ❑1'/V01%"❑2" ❑DP❑FS ❑SFS ❑Yes ❑No Dishwasher Hoods Qtv. Cleaned By Cleaning Method Maint Documented? ❑FSE ❑Wash ❑Yes ❑No ❑Contractor ❑Solvent Date of Last Cleaning Contractor Name: ❑Other Clean Freg ❑Monthly ❑Quarterly ❑Annually ❑Other Water Disposal ❑Mop Sink ❑General Drain ❑Off Site Disposal ❑Other* 19F-280 Page 3 of 4 Floor Sinks With Cookina Eauinment Type Location Qtv / Qtv Missing Screens ❑ Floor Sinks With Wok(s) Cooking Area / ❑ Floor Sinks With Kettle(s) Cooking Area / ❑ Floor Sinks With Other Cooking Area / Cooking Equipment Floor Drains and Other Floor Sinks Type Location Qtv / Qtv Missing Screens Common Drains Food Prep/Rinse/Dish-wash Area / Common Drains Cooking Area / Floor Sinks without Equip Food Prep/Rinse/Dish-wash Area / Floor Sinks without Equip Cooking Area / Floor Sinks without Equip Other Areas / X. Grease Removal Devices Grease Interceptor ❑ Yes ❑ No If not, is there space available? ❑ Yes ❑ No ❑ Interceptor Shared with (FSEs): Distance from kitchen area Location Manufacturer Model Size (Gallons) ❑ Estimated ❑ Documented Dimensions (Inches): Length Width Fluid Depth Access Depth (grade to interceptor base) Date Installed Number of Lids (Excluding Sample Box Lid) ❑ 1 ❑ 2 ❑ 3 ❑ 4 Sample Box ❑ Yes ❑ No Baffle Tees Checked ❑ Yes ❑ No Pumper Name Pumping Frequency ❑Monthly ❑Quarterly ❑Semi -Annually ❑Annually ❑Other Grease Trap ❑ Yes ❑ No If not, is there space available? ❑ Yes ❑ No ❑Passive ❑Automatic Fixtures Connected Manufacturer Model Size (Gallons) Dimensions (Inches): Length Width Date Installed Baffle Tees Checked ❑ Yes ❑ No Baffle Tees Screened ❑ Yes ❑ No Pumping Frequency ❑Weekly ❑Semi- month ❑Monthly ❑Quarterly ❑Semi -Annually ❑Other Serviced by Employee ❑ Yes ❑ No If Yes, how is grease disposed? ❑Brown Grease Barrel ❑Yellow Grease Barrel ❑Trash ❑Other Fluid Depth XII. Closing Requests Request a copy of the facility menu, inspection logs, training logs, and manifests. Request a copy of the water bill if available, ideally from the months of January or February, to determine water usage. Interviewee Information Primary Language ❑English ❑Spanish ❑Chinese ❑Japanese ❑Vietnamese ❑Other Perceived Language Comprehension ❑Fluent ❑Partial ❑Unsure How successful was the communication with the Interviewee? (1-10) 19 F-281 Page 4 of 4 City Of Santa Ana FSE Best Management Practices (BMP) Permit No: Name of Facility: Address: Name and Title of Facility Contact: FACILITY INSPECTION 1. Removal of food grinder 2. Drain Screens Installed/Maintained 3. Kitchen Signage (BMP Poster) posted 4. Scraping practices 5. Food Waste Practices 6. Emergency Spill Response Materials 7. Utilization of Additives 8. Waste cooking oil and properly stored 9. Grease Collection Log Maintained 10. Employee Training Log Maintained 11. Lateral Cleaning and Spill Log Maintained Comments: Inspection Report Inspection Date: Inspection Type: Inspector: Citation Type: Installation/usage prohibited per ordinance Must be present and in working condition BMP Poster visible in food prep/dishwashing areas Pots, pans, and plates to be scraped of food debris prior to washing Food waste to be placed in plastic bags for trash, not in sink(s) Grease absorbent materials present and accessible in event of a spill Additives for emulsifying or biological/chemically treating Fats, Oils, and Grease (FOG) prohibited — unless approval by FOG Control Program Manager Waste cooking oil not disposed of in drains; and waste grease container present, not leaking, and properly labeled Must be kept current and accessible at all times Must be kept current and accessible at all times Must be kept current and accessible at all times INSPECTION RESULTS ❑ Facility is in COMPLIANCE. No corrective action is required at this time. ❑ NOTICE OF NONCOMPLIANCE Facility is in noncompliance ` Y N of the items checked below: ❑❑ Food grinder (garbage disposal) installed ❑❑ Drain screens missing/damaged/clogged ❑❑ BMP poster missing/obscured/damaged, etc. ❑❑ Employees observed not following scraping practices ❑❑ Food waste in sink(s) and not in enclosed plastic bag or garbage ❑❑ Missing/inadequate or inaccessible absorbing materials ❑❑ Additives utilized without approval of FOG Program Manager ❑❑ Grease container leaking, not present, or improperly labeled ❑❑ Evidence of waste cooking oils in drains ❑❑ Grease Collection Log missing or not current ❑❑ Employee Training Log missing or not current ❑❑ Lateral Cleaning and Spill Log missing or not current ❑❑ Other: Required corrective action includes any or all of the following: ❑ Remove food grinder (garbage disposal) ❑ Install/repair/clean drain screen(s) ❑ Post/repair/replace BMP poster ❑ Train employees on scraping practices ❑ Train employees on proper disposal of food waste ❑ Make available/accessible grease absorbent grease material for spills ❑ Discontinue Additive use or obtain approval ❑ Provide, properly label, & maintain waste grease container ❑ Train employees on proper disposal of FOG ❑ Make available/accessible and update Grease Collection Log ❑ Train employees on all BMPs & update Training Log ❑ Make available/accessible and Lateral Cleaning and Spill Log ❑ Other: The above checked item(s) must be corrected within days of receipt of this Notice of Noncompliance. AKNOWLEDGEMENT OF RECIEPT OF BMP INSPECTION REPORT Signature of Facility Contact Signature of Inspector Date Date FOR OFFICE USE ONLY 19F-282 Revised 28/12/2006 City of Santa Ana FSE Interceptor/Trap Inspection Report Permit No: Name of Facility: Address: Required Pumping Frequency: Name and Title of Facility Contact: Interceptor/Trap Location: Interceptor Liquid Depth: inches FACILITY INSPECTION: Grease Removal Equipment (GRE) 1. Floating Fats, Oils, and Grease (FOG) Layer -(FF) Thickness: inches 2. Settable Solids (SS) Thickness: inches 3. Total FF and SS Thickness: inches % Accumulated FOG and SS: 4. Last cleaning/pump-out date: 5. Mechanical Condition: See Results for Deficiencies 6. GRE Pumping Record Keeping: See Results for Deficiencies Comments: INSPECTION RESULTS ❑ Facility is in COMPLIANCE. No corrective action is required at this time ❑ NOTICE OF NONCOMPLIANCE Y N Facility is in noncompliance of the items checked below: ❑ ❑ Interceptor/Trap is inaccessible for inspection El ❑ Interceptor/Trap FOG and settable solids capacity exceeded ❑ ❑ Excessive FOG in the sample box El ❑ Discharge (Effluent Line) restricted - ❑ ❑ Baffle tubes plugged, submerged, damaged or missing ❑ ❑ Insufficient GRE record keeping aA ❑ ❑ Pumping Frequency not within required interval ❑ ❑ Other Inspection Date: Inspection Type: Inspector: Photo #: Citation Type: Required corrective action includes any or all of the following: ❑ Promptly remove obstructions that do not allow access to interceptor/trap ❑ Pump out Interceptor/Trap completely ❑ Pump out sample box completely when GRE is serviced ❑ Clean effluent line (Hydro -jet) ❑ Repair or replace baffle tubes ❑ Maintain GRE records (log and/or hauling/pumping records) ❑ Pump interceptor/trap within required frequency interval ❑ Other The above checked item(s) must be corrected within days of receipt of this Notice of Noncompliance. AKNOWLEDGEMENT OF RECIEPT OF INTERCEPTOR INSPECTION REPORT Signature of Facility Contact Signature of Inspector Date Date FOR OFFICE USE ONLY 19F-283 Revised 12128/2006 APPENDIX S SANTA ANA ENFORCEMENT / LATERAL EVALUATION PROCESS FLOW City of Santa Ana EEC FOG Control Program Manual n w Revised February 1, 2019 19 F -284 !a > Q > y < / [ \� 10z \/ \ / /\ \Z / 3 \ / 1§F- §S APPENDIX T MULTI -FAMILY HOMES AND SINGLE FAMILY HOME EDUCATIONAL MATERIAL City of Santa Ana EEC FOG Control Program Manual Revised February 1, 2019 19 F -286 N U_ m N o E a N o a N u -0 m 0_ N o v O O O O CL C N ~ m 3 o E 3 0 C a1 Qj .O L Ql m :E C m ai d v > 0 3 a o t a N N a =o a =o m LL A N . L Q1 vi v N L O vi j jJ 0 0 YO > a c o bD v U C m o E E N N 0 a N N 0 O L 0 _ N s o E L O +-C+ i L N i N M1 > a) N 7 L J L 0 ?r > O n. N u X X Q N N O T OD +L+ 0 L T N X 3� -o ° u c °0 0 3.c°1, 3 0 CL m X c 'o C O N Y T 3 t N T OD N N O N Y i X I E C m 0 0 N E O m Y m C O X V C 3 C 0 L LbD L U' ..0 Y x w a0 Yo v d 7 'O N N Y C O w OA C N o. -a C 0 E 3 7 E E J 7 m 3 v p a >' a C v o o = _a 7 0 o L v 3 N Y J N T N 0 3 CLU } O ,� Y c C p A A A L 3 v A a, C C a U u 3 v c L .m CL m 3 m v ai O 'u v L 0- m Y N Q1 C O N a O `v .3 O a, .a al 0 .E E c N QJ 'C Vm a, N aj d d �aj u oo 3 3 3 0 LL A c -o � c m O Ql nc CL p_ m a E ~ a C 'X 0 0 m LL O U « ` u N O QJ O 0 m V aJ C -00 O_ 3 U a Q H L N N Qj U O c a m — C O N Q1 O QJ c c E O QJ Q1 CL Ql Y O O Q1 C N C O m d H N E r CL m U C LL = C M N m Y h fl' 0 s m ai 6 o O C c eo m 3 N E '^ O v a)O_ v Z L Q +� N O C LL Y N > CL (Ii3 L Li m 3 Q E 3 °N'sn � v fl_ VI CU N O `� a) a+ a vTi 00 s m au d to v :O O m O O = ,O m IA U Y Y 19F-287 The Drain Is Not A Dump ATTENTION: Your Neighborhood has been identified as requiring additional sewer maintenance due to blockages. Please read the information below for ways that you can help prevent future sewer blockages in your neighborhood. Cut Out the dumping of Fats, Oils and Grease (FOG) into the sinks and drains in your home. Pouring cooking oil and grease into kitchen sinks, floor drains or toilets can be costly to homeowners, City of Santa Ana, and the environment. Oil and grease is generated by the preparing and cooking of food. When it is rinsed down plumbing systems it can build up and eventually block the entire pipe causing a sewer back-up or overflow. What You Can Do: • Never pour fats, oils and grease (FOG) down the drain or garbage disposal. • Use paper towels or a rubber scraper to remove FOG from pots, pans, and dishware before washing. • Dispose of food waste directly into the trash • Take your accumulated FOG to Orange Coast College at 2701 Fairview Road for recycling. If you can't recycle your FOG waste, mix FOG with absorbent material like shredded newspaper or cat litter and place in trash. What Can Happen If You Don't: • Raw sewage overflowing into your home or neighbor's home. • Potential contact with disease causing organisms. • Raw sewage flowing into parks, yards and beaches. • Increased sanitation fees to you as a result of higher sewer maintenance costs. For more information please call (714) 647-3317. 19F-288 The Drain Is Not Dump Scrape Fats Oils and Grease Into the Trash 19F-289 APPENDIX L A COLLECTION OF REGULATIONS AND LOGS WHICH SUPPORT THE CITY'S FOG CONTROL PROGRAM 19F-290 Kitchen Best Management Practices (BMP's) Sinks and Drains Drain Screens • Be installed on all drains • Have openings between 1/8" and 3/16" • Be removable for ease of cleaning • Be frequently cleaned (dispose of the screened solids to the trash) Grease Container Usage • Pour all liquid oil and grease from pots, pans, and fryers into a waste grease container • Prior to washing, scrape solidified fats and grease from pots, pans, fryers, utensils, screens, and mats into a container • Use recycling barrels or bins with covers for onsite collection of grease and oil • Empty grill top scrap baskets or boxes into a container Dishwashing • Use rubber scrapers, squeegees, or towels to remove food and all visible fats, oils and grease from cook and serving ware prior to dishwashing • Dry wipe remaining food and fats, oils and grease into trash can prior to dishwashing Spill Prevention and Clean-up Proactive Spill Prevention and Clean -Up Procedure BMPs • Develop and post spill procedures • Develop schedule for training employees about procedures • Designate a key employee who monitors clean-up Spill Prevention BMPs • Empty containers before they are full to avoid accidental spills • Provide proper portable container to transport materials without spilling • Use a cover to transport grease materials to a recycling barrel Spill Clean-up BMPs • Block off sink and floor drains near the spill • Clean spills with towels and absorbent material • Use wet cleanup methods only to remove trace residues Absorbent Materials and Towel Usage • Use disposable absorbent materials to clean areas where grease may be spilled or dripped • When using paper towels, use food grade paper to soak up oil and grease under fryer baskets • Use towels to wipe down work areas • Use absorbent materials under colanders in sinks when draining excess meat fat Food Waste Disposal/Recycling • Used or spent oil and grease generated from fryers and other cooking equipment can be recycled through a rendering or recycling company. Food Grinders • Food grinders should not be used in FSEs because the resulting large volume of food solids may clog drain pipes and/or fill grease traps and interceptors. Emplovee Education • An Education Program on the BMPs should be implemented consisting of: • New employee training program • Frequent refresher training program • Kitchen BMP signage 19F-291 Practicas Mejores en el Manejo de la Cocina Frecladeros y Desague Coladeras del Desague • Deben ser instaladas en todos los desagues. • Deben tener aberturas dentro de 1 /8" and 3/16" • Deben ser removidas para facilitar limpieza. • Deben ser limpiadas frecuentemente (deseche los residuos de comida visibles en el bote de basura.) Uso del Contenido de Grasa • Heche todo aceite liquido y grasa de las ollas, cazuelas, y freidoras en un recipiente de grasa . • Antes de lavar, raspe la manteca y grasas de las ollas, cazuelas, utensilios, coladeras, y tapetes en un recipiente. • Use barriles de reciclar con tapas cuando colecta para colectar grasas y aceites. • Vacie los restos de las canastas o cajas de las parrillas en un recipiente. Lavando los Trastes • Use raspadores de jebe, enjugadores, o toallas para quitar la comida y toda la grasa, aceite y manteca que es visible en los trastes y de servir antes de lavarlos. • Usando una toalla seca, limpie los residuos de comida y de grasas, aceites, y manteca en un bote de basura antes de lavarlos. Prevencion de Derrames y Limpieza Prevencion Proactiva de Derrames y Procedimiento de Limpieza • Desarrolle un procedimiento de limpieza de derrames y pongalo en un lugar visible. • Desarolle un programa de entrenamiento para los empleados acerca de los procedimientos. • Designe un empleado quien supervise la limpieza. Prevencion de Derrames • Vacie los recipientes antes que se Ilenen para evitar derrames accidentales. • Proveer recipientes adecuados y portables para transportar materiales sin derramar. • Use una tapa para transportar materiales de grasa al barril de reciclo. 19F-292 Limpieza de Derrames (BMP's) • Tape el fregadero y los desagues del piso cerca del derrame. • Limpie los derrrames con toallas y materiales absorbentes. • Use metodos de limpieza con agua solo para quitar los residuos. Uso de Materales Absorbentes v Toallas • Use materiales absorbentes y desechables para limpiar areas donde la grasa puede ser derramada o puede gotear. • Cuando use toallas de papel, use papel de grado para comidas para absorber la grasa debajo de las canastas de freir. • Use toallas para limpiar areas de trabajo. • Use materiales absorbentes debajo de colanderas en fregaderos cuando exprima el exceso de grasa de las carnes. Deshaciendose de los Residuos de Comida/Reciclar • Aceites usados y grasa generada de los aparatos de freir y otros aparatos de cocina pueden ser reciclados a traves de una compania recicladora. Moledores de Comidas • Moledores de comidas no deben ser usados en los establecimientos de servicios de comida ya que el gran volumen de comidas solidas pueden obstruir las canerias del desague o Ilenar los interceptores y bloqueadores de grasa. Educacion de los Empleados • Un Programa de Educacion en las Mejores Practicas en la Cocina debe ser implementado. • Programa para entrenar a nuevos empleados. • Programa frecuente de repaso, de entrenamiento. • El cartel indicando las reglas de las Mejores Practicas en la Cocina. 19F-293 Managing FATS, OIL and rmREAcF "It's Easier than YOU Think!" "'L, *ONG WA Forma Incorrecta .� WD0 not pour cooking 5 . residue directly into the drain. No vierta residuos de cocinar directamente en el desague. Do not dispose of food waste into the garbage disposal. No ponga desperdicios de comida en el triturador de comida. Do not pour waste oil directly into the drain. No ponga desperdicio de aceite directamente en el desague. Do not wash floor mats where water will run off directly into the storm drain. No lave tapetes de piso en un lugar donde el agua corra hacia el desague. THE RIGHT WAY La Forma Correcta 1 Wipe pots, pans, and work areas prior to washing. Limpie con una toallita las ollas, cazuelas, y areas de trabajo antes de lavarlos. 2 Dispose of food waste directly into the trash. Desechelos desperdicios de comida an el bote de basura. 3 Collect veste oil and store for recycling. Junte el desperdicio de aceite y guardelo para que sea reciclado. n u Clean mats inside over a utility sink. Limpie Jos tapetes de piso detro de un lavabo o fregador. California Restaurar t As ¢ia::r:f Pif �' a City of Santa Ana As roman a. � For more information (param as inform scion Ilame a) (714)647-3320 RECYCLABLE GREASE (YELLOW GREASE) PICKUP / DISPOSAL LOG FACILITY NAME: DATE I PICKED UP BY WHOM I SERVICE COMMENTS (volume collected, etc.) LATERAL SEWER LINE MAINTENANCE LOG FACILITY NAME: LOCATION: DATE I SERVICED BY WHOM GREASE TRAP / INTERCEPTOR MAINTENANCE LOG FACILITY NAME: LOCATION: TYPE OF SERVICE I Disposal Volume SERVICE COMMENTS DATE SERVICED BY WHOM (pumping/hauling, Site Pumped (volume pumped, repair, etc.) (if known) problems, etc.) EMPLOYEE BMP TRAINING LOG FACILITY NAME: LOCATION: EMPLOYEE NAME INITIAL TRAINING DATE REFRESHER TRAINING Date Date Date Date 19F-298 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 17, 2020 TITLE: APPROVE AN APPROPRIATION ADJUSTMENT AND AMEND AGREEMENT WITH MAGELLAN ADVISORS LLC TO INCREASE THE CONTRACT AMOUNT BY $36,685 FOR THE REMAINING TERM OF THE AGREEMENT FOR CITYWIDE FIBER- OPTIC AND WIRELESS BROADBAND NETWORK CONSULTING SERVICES (PROJECT NO. 18-6065) (NON -GENERAL FUND) /s/ Kristine CITY MANAGER CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1 s' Reading ❑ Ordinance on 2n1 Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER RECOMMENDED ACTION 1. Approve an appropriation adjustment recognizing the remaining balance of the loan proceeds with the trustee in the amount of $1,475,047 into the Capital Outlay, Miscellaneous Revenue, Prior Year Carry Forward revenue account, and appropriating the same amount into the Capital Outlay, Streetlights, Improvements Other Than Building expenditure account. 2. Authorize the City Manager to execute an amendment to the agreement with Magellan Advisors LLC to increase the contract amount by $36,685, which includes a $33,350 project fee and a 10% contingency of $3,335 for a total contract amount not to exceed $261,685, for the remaining term of the agreement from November 17, 2020 to April 2, 2021, with two one-year extensions exercisable by the City Manager and the City Attorney, to provide citywide fiber- optic and wireless broadband network consulting services subject to non -substantive changes approved by the City Manager and the City Attorney. DISCUSSION On April 3, 2018, the City Council approved the purchase of streetlights from Southern California Edison along with a financing agreement for the purchase in the amount of $7,052,662 through Holman Capital Corporation (Holman). Purchasing the streetlights provided the City the opportunity to meter and upgrade the streetlights from High Pressure Sodium (HPS) light fixtures to energy efficient Light Emitting Diode (LED) fixtures. The City was able to leverage the substantial energy cost savings from the light fixture upgrades to fund the repayment of the loan, upgrade the streetlights, install streetlights in under lit areas, and evaluate the City for a fiber -optics and wireless network. There is a remaining balance of $1,475,047 which staff seeks to appropriate to complete the light fixture upgrades and the purchase of the final streetlights. Additionally, staff seeks to utilize a portion of the appropriation to increase the capacity of the Citywide Fiber-optic Broadband Network 20A-1 Approve Appropriation Adjustment and Amend Agreement November 17, 2020 Page 2 Consulting Services agreement with Magellan Advisors LLC, established during the aforementioned City Council action, in order to develop a Request for Proposals (RFP) to evaluate options for the City to enter into public -private partnerships with wired and wireless internet service providers (Exhibit 1). The RFP will be designed to collect responses from multiple private parties interested in using the City's fiber, conduit, poles, and other broadband assets to deliver services to both residents and businesses in the community, expanding access to broadband and working with the City to develop a business model in which free or low-cost services are available for virtual education and telehealth. FISCAL IMPACT Approval of the requested appropriation adjustment will recognize $1,475,047 into the Capital Outlay, Miscellaneous Revenue, Prior Year Carry Forward revenue account (No. 05117002- 50001) and appropriate the same amount into the Capital Outlay, Streetlights, Improvements Other Than Building expenditure account (No. 05117620-66220). These funds are the remaining balance of the loan proceeds with the trustee from the financing agreement. Funds will be available for expenditure in Fiscal Year 2020-21 to continue work on this project. A portion of the approved appropriation will fund the requested increase to the Magellan Advisors LLC agreement of $36,685 as follows: Fiscal Year Accounting Unit Fund Accounting Unit - Amount Account No. Description Account No. Description FY 2020-21 05117620-66220 Capital Outlay Streetlights, Improvements $36,685 Other Than Building Total $36,685 Fiscal Impact Verified By: Kathryn Downs, CPA, Executive Director — Finance and Management Services Agency Submitted By: Nabil Saba, P.E., Executive Director — Public Works Agency Exhibit: 1. First Amendment to Agreement with Magellan Advisors LLC 20A-2 iacu:1r6 FIRST AMENDMENT TO AGREEMENT TO PROVIDE CITY-WIDE FIBER OPTIC BROADBAND NETWORK CONSULTING SERVICES THIS FIRST AMENDMENT to the above -referenced agreement is entered into on November 17, 2020, by and between Magellan Advisors LLC ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The parties entered into Agreement No. A-2018-096, dated April 3, 2018, by which Consultant agreed to provide City -Wide Fiber Optic Broadband Network Consulting Services ("Agreement"). B. The Agreement remains in effect through April 2, 2021, with provision for extension. C. The parties now wish to expand the scope of work and increase the amount to be expended under the Agreement in consideration of the expanded scope. The Parties therefore agree: 1. Section 1, Scope of Services, is amended to include the scope of services described on Exhibit A. 2. Section 2.a., Compensation, is amended to increase the total sum to be expended under the term of the Agreement by $36,685, which is comprised of (1) the base sum of $33,350 as the base amount plus (2) a contingency in the amount of $3,335 for additional services at the City's sole discretion. 3. 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 CITY OF SANTA ANA Daisy Gomez Kristine Ridge Clerk of the Council City Manager [signatures continue on next page] Page 1 of 2 20A-3 APPROVED AS TO FORM Sonia R. Carvalho City Attorney By: !A , -f�L J n M. Funk Senior Assistant City Attorney RECOMMENDED FOR APPROVAL Nabil Saba Executive Director Public Works Agency CONSULTANT By: John Honker Title: President and CEO Page 2 of 2 20A-4 ff m �1 City of Santa Ana, CA Proposal for Public - Private Partnership RFP Prepared For: Mr. Jack Ciulla Chief Technology Innovation Officer City of Santa Ana, CA 20 Civic Center Plaza Santa Ana, CA 93701 Prepared By: JoryWolf VP of Digital Innovation Magellan Advisors 0: 818.312.7768 E IwoIf(@magellan-advisors.com www.ma2ellan-advisors.com Mage//an 20 A _5 ADVISORS Introduction Letter June 2, 2020 Jack Ciulla City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 93701 Jack, Mage//an � ADVISORS Magellan Advisors is pleased to submit this proposal for assisting the City of Santa Ana with developing a Request for Proposals (RFP) for the formation of public -private partnership that will further the deployment of wired and wireless infrastructure to serve the community. Having developed a Fiber Master Plan for Santa Ana over the last year, Magellan maintains knowledge of best practices for the City to leverage its infrastructure in ways that expands broadband for both businesses and residents, allowing for enhanced online commercial activity, virtual education, and telehealth. We have helped municipalities across California and around the US form partnerships with the private sector and can assist Santa Ana with selecting a wireless internet service provider that will best serve the City's needs. Magellan proposes to develop a customized RFP to solicit responses from providers, which we will assist the City in promoting using our industry contacts. We will guide the City through the RFP process, including assisting with a bidder's conference, answering questions from interested parties, and evaluating responses. Additionally, we will assist the City with selecting and negotiating with the respondent(s) who proposes a business model that fits best with the needs of Santa Ana. At the request of the City, Magellan will also be prepared to give a presentation to Santa Ana's leadership about the proposed agreement. Our team's experience in developing public -private partnerships allows us to provide thoughtful insight into how a public -private partnership can provide the most benefits to Santa Ana's community. Magellan Advisors stands ready to assist the City with this work and any further needs to reach Santa Ana's goals of enabling greater broadband connectivity for its numerous businesses and residential neighborhoods. We look forward to the opportunity to work with Santa Ana on this and future projects. If you have any questions or we can be of assistance in any way, please feel free to contact me with any questions or comments. You can reach me directly at 818.312.7768 orjwolf@magellan-advisors.com. Sincerely, ��/a4? ]cry Wolf VP of Digital Innovation, Magellan Advisors 20A-6 Magellan ADVISORS About Magellan Advisors Magellan provides leading wireless, broadband, Smart City, information tech no logy and security consulting services to public and private organizations. We area full spectrum planning and implementation firm that brings together technology, communications and utility consulting to create smart gigabit cities of tomorrow. Our professionals bring years of experience from the broadband, telecom, information technology and government sectors. We are thought leaders and real -world implementers of broadband and Smart City networks that keep communities competitive in the digital world. Unlike most consulting firms, we partner with our clients every step of the way, whether they are deploying institutional fiber networks, developing broadband public -private partnerships or deploying Smart City networks. We are a "hands-on" firm with strong project management abilities and Implementation sklllsto see our clients' projects through from concept to completion. We are onlysuccessful when our clients are successful. Our goal isto deliver practical broadband and technology solutions that our clients are capable of implementing in their communities. Through our services, over $1 billion of new fiber investments have been made connecting more than 1,000 schools, hospitals, libraries and governments and passing nearly 1 million homes with fiber. Our combination of unmatched broadband, telecom, business and operational experience creates actionable strategies that communities use to realize their broadband and Smart City objectives. We have led the planning, funding, construction and management of over 50 fiber -to -the -premise networks passing over 1 million homes and connecting more than 1,000 schools, hospitals, government offices and community organizations. Our work has resulted in over $1 billion in new broadband investments nationwide. Magellan has helped more communities successfully plan, implement and manage gigabit broadband networks than any other firm in the market. w .magellan-advisors.com 2019 Magellan Advisors 20A-7 Magellan ADVISORS MAGELLAN ADVISORS Portfolio of Services BROADBAND FEASIBILITY STUDIES Community Needs Assessments Business Models & Financial Planning Market Analysis & Current Environment Design & Engineering Network Analysis & Inventory Opportunity, Risk & Benefit Analysis BROADBAND DESIGN ENGINEERING FTTH, FTTP, Metro & Long -Haul Fiber Routing, Switching & MPLS Fixed Wireless, Microwave & Wi-Fi Internet, Voice & Video Integration GPON Active Ethernet & WDM BSS/OSS Network Management Systems SMART CITY PLANNING Asset Assessments Smart City Solutions Needs Assessments Strategic Smart City Planning Vendor Selection SCADA Consulting IT Governance NETWORK IMPLEMENTATION Standards & Specifications Sales & Marketing Vendor Selection & Management NETWORK IMPLEMENTATION (CONT.) Construction Management & Inspections Installation & Activations Operations & Customer Service PUBLIC POLICY & GOVERNANCE Right -of -Way Management Ordinance Dig Once & Joint Trench Policies Wireless Ordinance & Guidelines Telecommunications Master Funding Fiber Ordinance & Guidelines Internal & External Working Groups BUSINESS MODELS & PARTNERSHIPS Dark Fiber, Open Access, Triple Play Partner Recruitment & RFQs Feasibility Analysis of Business Models Advocacy & Negotiation in Partnerships Public -Private Partnership Development Opportunity, Risk & Benefit Analysis PROJECT MANAGEMENT Procurement & Contract Negotiation Construction Management Network Commissioning & Certification Content Acquisition & Agreements Sales, Marketing & Business Development Business & Operations Management 20A-8 Magellan ADVISORS Consulting Team The bids below highlightthe experience ofthe Magellan team proposed to complete workforthe City of Santa Ana. w .magellan-advisors.com Jory Wolf, VP of Digital Innovation Jory joined Magellan after 22 years as CIO of the City if Santa Monica, CA where he launched Santa Monica City Wi-Fi, which provides free internet services to the public through a network of 32 hot zones and wireless coverage in most major commercial and transit corridors throughout the city. He created Santa Monica City Net, a 100-gigabit broadband initiative to support an environment for local businesses to compete in the global economy with cutting edge network solutions. Jory has over 35 years of experience in Information Technology, including broadband, FTTH and Smart City initiatives. Jory and his teams have received over 50 awards for information technology projects during his career and in 2012 he received the CIO Lifetime Achievement Award from the Los Angeles Business Journal. Melanie Downing, Project Management Analyst Melanie has a background in technical communication and has extensive experience coordinating, researching, and implementing projects across a variety of fields from defense contracts to small business plans. Prior to joining Magellan in 2018, she worked in healthcare management and consulting and was a graduate student at the University of Central studying technical communication in technology and public policy. In her current role as Project Management Analyst, she supports Magellan's West Coast team, assisting more than twenty local governments across California, Oregon, and Washington with broadband initiatives. Melanie coordinates project -related data including the development and completion of scopes of work, timelines, milestones, deliverables, project tasking, and quality control, helping to ensure the success of our clients' communities. 2019 Magellan Advisors 20A-9 Magellan ADVISORS Scope of Services Task 1. Community Anchor Institution Engagement Magellan will assist the City of Santa Ana in engaging with the Santa Ana Unified School District to gain an understanding of their current and future broadband needs and ability to partner with the City in deploying distance learning solutions. Magellan's team will meet with the School District to provide background about the City's broadband planning approach and obtain information about how the schools' needs and assets might play a role in furthering internet access and education goals in the community. This scope of work will allow for up to five (5) teleconference meetings. Task 2. RFP Preparation and Promotion Magellan's team will prepare a Request for Proposals (RFP) to evaluate options for the City to of Santa Ana to enter into public -private partnerships with wired and wireless internet service providers. The RFP will be designed to collect responses from multiple private parties interested in using the City of Santa Ana's fiber, conduit, poles, and other broadband assets to deliver services to both residents and businesses in the community, expanding access to broadband and working with the City to develop a business model in which free or low-cost services are available for virtual education and telehealth. We will develop a customized RFP and release it in coordination with the City to solicit responses from potential partners. Using our industry contacts, Magellan will manage industry outreach to ascertain interest and assist the City in promoting the RFP. Task 3. Bidder's Meeting and Response Evaluation After the release of the of the RFP, Magellan will support the City in conducting a bidder's meeting and answering questions from interested parties. At the close of the RFP process, we will work with the City to evaluate responses to the City's RFP for P3 broadband partners. Magellan's consultants will develop a matrix to assist the City in selecting which bidders offer the most beneficial agreement, including identification of bidders who offer the services and business models best aligned with the City's goals and objectives. Magellan will make recommendations on which partnership agreement(s) should be pursued by Santa Ana. Task 4. Partnership Agreement Negotiation Magellan will assist the City by overseeing contract negotiations with up to two selected proposer(s) to ensure that terms are in line with best practice and are beneficial to the City of Santa Ana. Magellan will also review the resultant contract with the lead proposer(s) to ensure that terms are consistent with discussions during negotiations. Magellan's team will not assess the terms of the agreement for legality; this review is solely to ensure that the City getting what is presented in RFP responses and discussed and agreed upon at the meetings with the proposer. Project Management, Meetings, and Presentations Magellan's project team will meet regularly with the City of Santa Ana's project team to discuss the status of the project, major milestones and deliverables, and ensure alignment on project goals. Our team will also be readily available for meetings with City leadership to support the adoption of our recommendations and we are happy to present the final report and any resultant partnership agreement findings to your leadership, City officials or other stakeholders the City believes should be included in the final presentations. Magellan will be available to the City of Santa Ana for up to two (2) onsite* meetings/presentations. *Due to the COVID-19 pandemic, Magellan's team will follow the Center for Disease Control's guidelines, which may prohibit onsite meetings of more than 10 individuals. Should this be the case, we will attend these meetings virtually. w .magellan-advisors.com 2019 Magellan Advisors 20A-10 Magellan ADVISORS rlW- Cost Magellan's services will be billed in hourly increments. Magellan's hourly rate for the proposal is $210 per hour exclusive of overhead and travel. Travel will be billed separately as incurred, including a 10% administrative fee. The travel budget reflected provides for up to two (2) onsite visits if permitted under COVID-19 pandemic guidelines. Magellan will bill the City of Santa Ana on the first day of the month for the previous month's services. Invoices are payable on net 30 terms from the date of invoice. If additional services are required beyond the stated hours, Magellan will bill on an hourly basis or provide an additional quote for requested services. Community Anchor Institution Engagement Hours 25 $5,250 REP Preparation & Promotion 30 $6,300 Bidders Meeting & Response Evaluation 40 $8,400 Partnership Agreement Negotiations 40 $8,400 Project Management, Meetings, and Presentations 20 $5,250 Subtotal 155 $32,550 Travel $1,000 Total (Not -to -Exceed) $33,350 w .magellan-advisors.com 2019 Magellan Advisors 20A-11 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 17, 2020 TITLE: APPROVE AN APPROPRIATION ADJUSTMENT AND AWARD A CONSTRUCTION CONTRACT TO ALL CITIES ENGINEERING, INC. IN THE AMOUNT OF $2,563,351 FOR THE SAINT GERTRUDE AND GRAND AVENUE WATER MAIN REPLACEMENT PROJECT WITH AN ESTIMATED PROJECT DELIVERY COST OF $3,332,355 (PROJECT NO. 15-6446) (NON -GENERAL FUND) /s/ Kristine Ridge CITY MANAGER CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on god Reading ❑ Implementing Resolution ❑ Set Public Hearing For CK�7►111►1�1q�iC�. FILE NUMBER RECOMMENDED ACTION 1. Approve an appropriation adjustment recognizing $1,832,355 in the Water Fund, Public Works Water Revenue, Prior Year Carry Forward account, and appropriating the same amount into the Acquisition & Construction, Water Utility Capital Projects, Water Capital Project expenditure account. 2. Approve an amendment to the Fiscal Year 2020-21 Capital Improvement Program to include $937,355 in construction funds for the St. Gertrude and Grand Avenue Water Main Replacement Project. 3. Award a construction contract to All Cities Engineering, Inc., the lowest responsible bidder, in accordance with the base bid in the amount of $2,563,351, for construction of Saint Gertrude and Grand Avenue Water Main Replacement Project, for the term beginning November 17, 2020 and ending upon project completion, and authorize the City Manager to execute the contract subject to non -substantive changes approved by the City Manager and the City Attorney. 4. Approve the Project Cost Analysis for a total estimated construction delivery cost of $3,332,355, which includes $2,563,351 for the construction contract, $384,504 for contract administration, inspection, and testing; and a $384,500 project contingency for unanticipated or unforeseen work. 20B-1 Award Contract All Cities Engineering, Inc. November 17, 2020 Page 2 DISCUSSION Public Works Water Resources staff monitors the condition of water main pipelines by assessing critical factors such as history of breaks, pipe size, alignment, location, and system redundancy to determine replacement priorities. The existing 8-inch diameter cast iron water main located at Saint Gertrude, Grand Avenue, Santa Fe Street, Eastwood Street, and Hathaway Street, which was installed in the 1960s, has been experiencing a number of significant breaks and leaks, and has been identified for priority replacement (Exhibit 1). The proposed water system improvements will include a new 8-inch and 12-inch polyvinyl chloride (PVC) water main, fire hydrants, water services, appurtenances, asphalt concrete pavement, and traffic striping. Once this project is completed, not only will water service reliability and general service quality improve significantly; but the ride quality, surface drainage, and appearance of the neighborhoods will improve (Exhibit 2). Public Outreach and Contractor Participation To provide an opportunity for local vendors to submit bids, a Notice Inviting Bids was advertised in the Orange County Register newspaper on September 10 and September 11, 2020. The project was also advertised in PlanetBids from September 9, 2020 through October 6, 2020. Bids were received electronically via PlanetBids, on October 6, 2020. A total of 266 vendors, including vendors in the City of Santa Ana, were notified of the project via PlanetBids. Sixty-eight vendors requested bidding documents and eleven bids were received. No bids were received from Santa Ana contractors. Bid Results Summary Rank Bidder Name Location Base Bid 1 All Cities Engineering, Inc. Jurupa Valley $2,563,351 2 Lonerock, Inc. Irvine $2,608,625 3 CHI Construction Anaheim $2,898,212 4 Stephen Doreck Equipment Rentals, Inc. Pico Rivera $3,109,478 5 O'Duffy Bros Inc. Romoland $3,127,166 6 J. A. Salazar Construction & Supply Corp. La Habra $3,140,869 7 Ferreira Coastal Construction Company Rancho Cucamonga $3,141,722 8 Excel Paving Co Long Beach $3,143,045 9 Colich & Sons L.P. Gardena $3,158,649 10 MNR Construction Inc. La Verne $3,477,700 11 TE Roberts Inc. Orange $3,833,325 20B-2 Award Contract All Cities Engineering, Inc. November 17, 2020 Page 3 A total of 11 bids were received and all were deemed responsive. All Cities Engineering, Inc., submitted the lowest responsive bid in the amount of $2,563,351 (Exhibit 3). Based on the bid analysis and a contractor reference check, staff recommends awarding the construction contract to All Cities Engineering, Inc., in the bid amount (Exhibit 4). Project Delivery To deliver a complete project, in addition to the construction contract, the estimated total project delivery cost includes construction administration, inspection, and testing, along with an allowance for contingencies to account for unexpected or unforeseen conditions. Construction administration and inspection includes construction management; implementation of the City's Community Workforce Agreement requirements; inspection of the Contractor's work to ensure contract compliance, workmanship, and quality; and materials testing. As indicated in the Cost Analysis (Exhibit 5) and as summarized in the table below, the estimated total construction delivery cost of the project is $3,332,355. Project Item Total Construction Contract $2,563,351 Construction Administration, Inspection, Testing $384,504 Contingencies $384,500 Total Construction Delivery Cost $3,332,355 ENVIRONMENTAL IMPACT In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review. Categorical Exemption Environmental Review No. ER-2020-27 was filed for the project. FISCAL IMPACT As indicated in the Cost Analysis, the estimated total construction delivery cost of the project is $3,332,355, which includes construction, contract administration, inspection, testing, design engineering, and an authorized contingency of $384,500. Approval of the Appropriation Adjustment will recognize $1,832,355 in Public Works Water Revenue, Prior Year Carryforward account (No. 06017002-50001) and appropriate the same amount into the Acquisition & Construction Fund, Water Utility Capital Projects, Water Capital Project expenditure account (No. 06617647-66301). The following table summarizes the Funds budgeted for expenditure to deliver construction of this project: r1- Award Contract All Cities Engineering, Inc. November 17, 2020 Page 4 Fiscal Accounting Unit Accounting Unit - Year Account No. Fund Description Account No. Amount Project No. Description APPROPRIATION ADJUSTMENT 06617647-66301 Acquisition & Water Utility Capital 2020-21 (15-6446) Construction Projects, Water Capital $1,832,355 Project EXISTING PROJECT FUNDING 06617647-66301 Acquisition & Water Utility Capital 2020-21 (15-6446) Construction Projects, Water Capital $1,500,000 Project Total $3,332,355 All Funds are scheduled for expenditure in Fiscal Year 2020/21. Fiscal Impact Verified By: Kathryn Downs, CPA, Executive Director — Finance and Management Services Agency Submitted By: Nabil Saba, P.E., Executive Director— Public Works Agency Exhibits: 1. Location Map 2. Project Plan 3. Bid Proposal 4. Construction Contract 5. Cost Analysis 6. 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B-16 s Lu ~d )\ \ \ _ � ° 2 }( \ j\(! - W O, - - : 02 \N � \\ / \ ` / » \ Mn ! \\ \, \: 11 \ 20B.17 \ : City of Santa Ana Page 1 Saint Gertrude and Grand Avenue Water Main Replacement (15-6446), bidding on October 6, 2020 2:00 PM (Pacific) Printed 10/15/2020 EXHIBIT 3 Bid Results Bidder Details Vendor Name All Cities Engineering, Inc Address 5881 Snowgrass Tr Jumpa Valley, CA 92509 United States Respondee Javier Castro Respondee Title Estimator Phone 951-255-3964 Ext. Email Javier_allcities@yahoo.com Vendor Type License # CA DIR Bid Detail Bid Format Electronic Submitted October6, 2020 1:41:21 PM (Pacific) Delivery Method Bid Responsive Bid Status Submitted Confirmation# 229614 Ranking 0 Respondee Comment Buyer Comment Attachments File Title File Name File Type Bld forms Bid.pdf General Forms Notary Ownership.pdf Ownership Affidavit (Notary Public) - REQ Original Hard Copy Submittal in Addition Bid Bond Bond.pdf Bid Bond Guaranty (Notary Public) - REQ Original Hard Copy Submittal in Addition Bond Non-Cullusion.pdf Non -Collusion Affidavit (Notary Public) - REQ Original Hard Copy Submittal in Addition Subs subs.pdf Subcontractor Listing Form Line Items Type Item Code UOM City Unit Price Line Total Comment Base Bid Proposal 1 Mobilization and Demobilization` LS 1 $80,000.00 $80,000.00 2 Construct 8" Class 305 AWWA C-900 P.V.C. Water Main. Minimum Cover to Top of Pipe Shall be 48" to Finish Surface LF 3500 $125.00 $437,500.00 3 Construct 12" Class 305 AWWA C-900 P.V.C. Water Main Minimum Cover to Top of Pipe Shall be 48" to Finish Surface LF 2100 $130.00 $273,000.00 MISIMBAB City of Santa Ana Page 2 Saint Gertrude and Grand Avenue Water Main Replacement (15-6446), bidding on October 6, 2020 2:00 PM (Pacific) Printed 10/15/2020 Bid Results Type Item Code UOM Oty Unit Price Line Total Comment 4 Construct 16" Class 235 AWWA C-905 P.V.C. Water Main** LF 60 $200.00 $12,000.00 5 Construct 1" Water Service per City Std. Plan 1401 EA 42 $2,900.00 $121,800.00 6 Construct 2" Water Service per City Std. Plan 1402 EA 21 $3,600.00 $75,600.00 7 Construct 4" Water Service per City Std. Plan 1403E and 1403D EA 1 $23,000.00 $23,000.00 8 6" Fire Service per City Ste. Plan 1417 EA 9 $7,000.00 $63,000.00 9 8" Fire Service per City Ste. Plan 1417 EA 2 $7,500.00 $15,000.00 10 8" Resilient Wedge Gater Valve per City Std. Plan 1410 EA 12 $1,900.00 $22,800.00 11 12" Resilient Wedge Gate Valve per City Std. Plan 1410 EA 5 $2,500.00 $12,500.00 12 16" Butterfly Valve, Class 150 per City Ste. Plan 1411 EA 3 $7,000.00 $21,000.00 13 16" Line Stop EA 3 $25,000.00 $75,000.00 14 Fire Hydrant Assembly per City Std. 1405 EA 11 $8,300.00 $91,300.00 15 Fire Hydrant Assembly per City Std. 1407 and 1407A EA 2 $15,000.00 $30,000.00 16 Bore and Jack, Installation Steel Casing and Ductile Irion Carrier Pipe EA 1 $50,000.00 $50,000.00 17 Vertical offset 12 Feet Deep per City Std. 1413E EA 1 $18,000.00 $18,000.00 18 1"Air vacuum and Release Valve per City Std. 1415** EA 1 $3,500.00 $3,500.00 19 2" Blow Off Assembly and Thrust Block per City Std. 1414 EA 3 $3,200.00 $9,600.00 2i1hB. 3 City of Santa Ana Page 3 Saint Gertrude and Grand Avenue Water Main Replacement (15-6446), bidding on October 6, 2020 2:00 PM (Pacific) Printed 10/15/2020 Bid Results Type Item Code UOM Oty Unit Price Line Total Comment 20 Protective Posts EA 4 $1,500.00 $6,000.00 21 12" x 12" Hot Tap EA 1 $12,500.00 $12,500.00 22 Abandon Existing Water Service EA 23 $1,100.00 $25,300.00 23 CCTV Inspection of Existing Sewer Mains LF 5800 $4.00 $23,200.00 24 CCTV Inspection of Existing Sewer Laterals EA 38 $250.00 $9,500.00 25 Vertical Offset per City Ste. Plan 1413E (As Needed)"" EA 5 $18,300.00 $91,500.00 26 Additional Trenching Cost to Install Water Pipeline 18" - 30" Deeper (Total 66" to 78" cover) (As -Needed)"" LF 200 $50.00 $10,000.00 27 Additional Potholing (As Needed)"" EA 10 $800.00 $8,000.00 28 Unclassified Excavation CY 2004 $50.00 $100,200.00 29 Removal of 10" PCC Pavement CY 334 $74.00 $24,716.00 30 Asphalt Concrete TN 2061 $97.00 $199,917.00 31 Asphalt Rubber Hot Mix (ARHIvI) TN 1906 $95.00 $181,070.00 32 Asphalt Rubber Aggregate Membrane (ARAM) SY 12647 $7.50 $94,852.50 33 ColdMill (T=Y) SF 125210 $0.30 $37,563.00 34 PCC Bus Pad SF 3000 $28.00 $84,000.00 35 PCC Driveway Approach (Commercial T=8") SF 945 $23.00 $21,735.00 City of Santa Ana Page 4 Saint Gertrude and Grand Avenue Water Main Replacement (15-6446), bidding on October 6, 2020 2:00 PM (Pacific) Printed 10/15/2020 Bid Results Type Item Code UOM Oty Unit Price Line Total Comment 36 PCC Curb & Gutter (A-2-8)"" LF 201 $48.00 $9,648.00 37 PCC Cross -Gutter (Arterial Street) SF 1302 $22.00 $28,644.00 38 Adjust Manhole Frame and Cover to Finish Grade — EA 20 $1,500.00 $30,000.00 39 Furnish & Install Traffic Loop Type D EA 19 $255.00 $4,845.00 40 Furnish & Install Traffic Loop Type E EA 44 $240.00 $10,560.00 41 Signing and Striping LS 1 $40,000.00 $40,000.00 42 Traffic Control and Traffic Control Plan LS 1 $40,000.00 $40,000.00 43 As -Built LS 1 $15,000.00 $15,000.00 44 Permits LS 1 $20,000.00 $20,000.00 Subtotal $2,563,350.50 Asterisk Notes (per P-3 of P-17 of Specifications) - NOT part of Total Bid Calculation 45 = Mobilization/Demobilization bid item is limited to a maximum of 5% of the Total Bid ea 0 0 0 46 " = The quantity for this bid item is shown for bid comparison only. This bid item shall not be subject to the 25% limit as stated in Section 3-2 of the Standard Specifications... ea 0 0 0 Subtotal 0 Total $2,563,350.50 20B. 21 CITY Or SANTA ANA PROPOSAL PROJECT NO.: 15-6446 SAINT GERTRUDE AND GRAND AVENUE WATER MAIN REPLACEMENT BID PROPOSAL TO: CITY COUNCIL OF THE CITY OF SANTA ANA FROM: Ak\ C 1-t%-e S nG t A.ee V' AF3, t l C REQUIREMENT: The undersigned bidder declares that they have carefully examined the location of the proposed work, that they have examined the Contract Documents in its entirety and hereby proposes to famish all material and do all the work required to complete the said work in accordance with said plans (if any) and the specifications for the unit price(s) or lump sum(s) set forth in the following schedule: Item Description Qty Unit Unit Price Amount I Mobilization/Demobilization(No more 1 LS $ $ than 5% total bid) %O t 00'� 2 Construct 8" Class 305 AW WA C900 3,500 LF $ $ P.V.C. Water Main, Minimum Cover �i 3a-1 Sao to Top of Pipe Shall be 48" to Finish [Z. 5 Surface 3 Construct 12" Class 305 AWWA C900 2,100 LF $ $ P.V.C. Water Main. Minimum Cover a to Top of Pipe Shall be 48" to Finish (3� 2�3rOC70 Surface '4 Construct 16" Class 235 AW WA C905 60 LF $ $ P.V.C. Water Main 201Z �2t Oo0 5 Construct 1" Water Service per City 42 EA $ $ Std. Plan 1401 '2tci0o I2/r $Oo 6 Construct 2" Water Service per City 21 EA $ $ Std. Plan 1402 3 / boo 5 tfodfl 7 Construct4" Water Service per City 1 EA $ $ Sad. Plan 1403B and 1403D 231 s vo 7-3 8 6" Fire Service per City Std. Plan 1417 9 EA $ 5 0, o00 9 8" Fire Service per City Sul. Plan 1417 2 EA $ �tSaJo S (SiOJO 10 8" Resilient Wedge Gate Valve per 12 EA $ $ City Std. Plan 1410 j 1 ct o p 22r800 11 12" Resilient Wedge Gate Valve per 5 EA $ $ City Std. Plan 1410 2t Suo 17,1 50.7 12 16" Butterfly Valve, Class 150 per City 3 EA $ $ Std. Plan 1411 -�)'k000 24 �OOp P-1 ofP-19 20B-22 CITV OF SANTA ANA PROPOSAL PROJECT NO.: 15-6446 SAINT GERTRUDE AND GRAND AVENUE WATER MAIN REPLACEMENT licit Descripilon Qty Unit Unit Price Amount 13 16" Line Stop 3 EA $ $ 2sf000 --S(oQ0 14 Fire I lydmnt Assembly per City Sid. I I EA $ $ 1405 S, 30o 411 1300 15 Fire Hydrant Assembly per City Sid. 2 EA $ $ 1407 and 1407A I S1 3 of Qlz� 0 16 Bore and Jack, Install Steel Casing and 1 EA $ $ Ductile Iron Carrier Pipe 50, O .50100Z 17 Vertical Offset 12 Feet Deep per City 1 EA $ $ Sid.1413B I$ Otzo 18 1" Air Vacuum and Release Valve per 1 EA $ $ City Sid, 1415 3, 19 Y' Blow Off Assembly and Thrust 3 EA $ $ Block per City Sid.1414 3,2mc� 20 Protective Posts 4 EA $ $ 21 12" X 12" Hot Tap 1 EA $ $ 121StJo Mr SDo 22 Abandon Existing Water Service 23 EA $ I 100 t 2513;z),Q 23 CCTV Inspection of Existing Sewer 5,800 LF $ Lt. $ Mains 00 2 3 r 200 24 CCTV Inspection of Existing Sewer 38 EA $ $ Laterals `L,50 01 S0p •25 Vertical Offset per City Sid. Plan 5 EA $ $ 1413B (As Needed) 1913----,:) °1 11SJo 26 Additional Trenching Costs to Install 200 LF $ $ Water Pipeline 18"— 30" Deeper S0 (Total 66" to 78" cover As -Needed •27 Additional Potholing( As Needed) 10 EA $ S �l0 bI'k10 28 Unclassified Excavation 2,004 CY $ $ .SO l aD1 2.y •29 Removal of 10" PCC Pavement 334 CY S $.'f 30 Asphalt Concrete 2,061 TN $ �t, S 01-+- I�q,g1� 31 Asphalt Rubber Hot Mix (ARHM) 1,906 TN $ �S $ IS1,0'30 32 Asphalt Rubber Aggregate Membrane 12,647 SY S $ (ARAM) 1 ci4f-L 2 S P-2 of P-19 20B-23 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 15-6446 SAINT GERTRUDE AND GRAND AVENUE WATER MAIN REPLACEMENT Item Description Qty Unit Unit Price Amount 33 ColdMill (T=3") 125,210 SF $ 30 $ PIs63 34 PCC Bus Pad 3,000 SF $ 'L 8 $ �YI OJO 35 PCC Driveway Approach (Commercial 945 SF $ $ T-s") 23 •36 PCC Curb & Gutter (A-2-8) 201 LF $ 8 $ qt �ti� y 37 PCC Cross -Gutter (Arterial Streets) 1,302 SF $ 22 $ 2S�rot(t( •38 Adjust Manhole Frame and Cover to 20 EA $ $ Finished Grade 3o1;�00 39 Finnish & Install Traffic Loop Type D 19 EA $ ass $ yt84s 40 Furnish & Install Traffic Loop Type E 44 EA $ 24� $ � a,56o 41 Signing and Striping i LS $ $ yolw �{�tpCYJ 42 Traffic Control and Traffic Control 1 LS $ $ Plan gtJtOO> brood 43 As -Built 1 LS $15,000 $15,000 44 Permits 1 LS $ $ P-3 ofP-19 CITY Or SANTA ANA PROPOSAL PROJECT NO.: 15-6446 SAINT GERTRUDE AND GRAND AVENUE WATER MAIN REPLACEMENT TOTAL BASE BID $ 2, 5 b3/ 3 The lowest responsible bidder shall be selected based on the total base bid. The City reserves the right to award the Base Bid, and any, all, or none of the add -alternate bid items (if any). The quantity for this bid item is shown for bid comparison only. This bid item shall not be subject to the "25%" limit as stated in Section 3-2 of the Standard Specifications. The actual amount for this item will be dictated by the actual quantity used, and the Agency reserves the right to increase or decrease the quantity of this item accordingly. TIME FOR COMPLETION OF IMPROVEMENTS AND LIOUIDATED DAMAGES The undersigned bidder hereby proposes to complete the Work for the total base bid amount shown above, within One hundred sixty 0 60) working days after the commencement date stated in the Notice to Proceed. The liquidated damages amount, in lieu of the amount specified in Subsection 6-9 of the Standard Specifications, shall be $1,300 per calendar day. Name of Firm All C-rheS Tt-lc- a 1 Signature of BIDDER Title 00A,-% j0K r Mol iot (If an individual, so state. If a firm or co -partnership, state the firm name and give the names of all individual co-partners composing the firm. If a corporation, state legal name of corporation, and names of President, Secretary, Treasurer and Manager, thereof.) P-4 of P-19 20B-25 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 15-6446 SAINT GERTRUDE AND GRAND AVENUE WATER MAIN REPLACEMENT BIDDER'S STATFMF,NT BIDDER understands and agrees that this Bid Proposal, Contract Documents and subsequent Construction Contract Agreement shall constitute the entire agreement between BIDDER and the AGENCY only alter it has been accepted by the City Council, endorsed by the Clerk of the Council with her signature and official seal noting hereon the action of approval of the Council, signed by the Public Works Agency Executive Director or his/her duly authorized agent, and signed by the City Attorney, denoting his approval of the form of this document, and its execution, and when it or an exact copy of it has been either delivered to BIDDER or deposited with the United States Postal Service properly addressed to the BIDDER with the correct postage affixed thereto. BIDDER further agrees that upon delivery (as defined above) of the accepted agreement he/she will furnish AGENCY all required bonds and certificate of liability insurance within ten (10) business days or the funds, check, draft, or BIDDERS bond substituted in lieu thereof accompanying this proposal shall become the property of the AGENCY and shall be considered as payment of damages due to the delay and other causes suffered by AGENCY because of the failure to furnish the necessary bonds and because it is distinctly agreed that the proof of damages actually suffered is difficult to ascertain; otherwise said funds, check, drafts, or BIDDER'S bond substituted in lieu thereof shall be returned to the undersigned. BIDDER understands that a bid is required for the entire work, the estimated quantities set forth in the bid schedule are solely for the purpose of comparing bids, and that final compensation under the contract will be based upon the actual quantities of work satisfactorily completed. The BIDDER also certifies that the bid is a balanced bid. In accordance with Section 7028.15 of the California Business and Professions Code, the undersigned certifies under penalty of perjury that the foregoing is true and correct. Name of Firm All C rhf s }Costa rC Inc. Signature of BIDDER Title (If an individual, so state. If a firm or co -partnership, state the firm name and give the names of all individual co-partners composing the firm. If a corporation, state legal name of corporation, and names of President, Secretary, Treasurer and Manager, thereof.) P-5 of P-19 20B-26 CITY Or SANTA ANA PROPOSAL PROJECT NO.: 15-6446 SAINT GERTRUDE AND GRAND AVENUE WATER MAIN REPLACEMENT CONTRACTOR'S LICENSING AND REGISTRATION STATEMENT The undersigned contractor, or corporate officer, declares under penalty of perjury that he/she and all his/her subcontractors are registered with the State of California Department of Industrial Relations (DIR), and that the following is true and correct. Contractor's Name: AID C6-cs En4,vie-r6n4,:tAnC. Business Address: 5 8&1 SH owr r ,% s r 'Ival I U Vn2c valley 4CA GI?SY7ri Business E-Mail Address: ;ic6%:j W G IIG-lie,@ y44eo • co#Ln Telephone: C15(• 15S• 3g6t/ State Contractor's License No. and Class: I 0q-114I ( A) License Expiration Date: if / 30% 7- State Dept. of Industrial Relations (DIR) Registration No.: I coo(D 4t/$/S State Dept. of Industrial Relations (DIR) Registration Expiration Date: 6 /30/ 202 I Signed: n Title: /, Qft#,4-AroH1 /VIRn A'3�4•- P-6 of P-19 20B-27 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 15-6446 SAINT GERTRUDE AND GRAND AVENUE WATER MAIN REPLACEMENT PREVAILING WAGE COMPLIANCE AND MONITORING STATEMENT Contractor is aware of the requirements of California Labor Code Section 1720, et seq., as well as California Code of Regulations, Title 8, Section 16,000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. Since the services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and since the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the services available to interested parties upon request, and shall post copies at the Contractor's principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. The undersigned certifies that the foregoing is true and correct. Name Signa Title (if an P-7 of P-19 crry OF SANTA ANA PROPOSAL PROJECT NO.: 15-6446 SAINT GERTRUDE AND GRAND AVENUE WATER MAIN REPLACEMENT QWNP.RSHIP AFFIDAVIT STATE OF CALIFORNIA ) COUNTY OF ORANIGE ) SS: CITY OF SANTA ANA ) t� __[`T�O�Qhlb �4M1Lf7 ,being duly swom,deposes and says: ❑ INDIVIDUAL That he/she is the party making the foregoing proposal: ❑ PARTNERSHIP That he/she is a member of the co -partnership firm designated as: and who has been and is duly vested with the authority to make and execute instruments for the co-pmmctship by: who constitute the other members of the co -partnership. CORPORATION Thatheis�!yyf: i' y"eS'i dtn All CVAt J t3r..i,b..ele:ry y. , a corporation which is making the foregoing proposal: ❑ JONT VENTURE That he is of one of the parties making the foregoing proposal as a joint venture, and the he/she has been and is duly vested with the authority to execute instruments for an on behalf of the parties making said bid who are: that such a bid is genuine and not collusive or sham, and has not in any manner sought by collusion to secure any advantage against the City of Santa Ana or any person interested in the proposed contract, for himself or any other person. A?4310/VIe �R�ll>zEZ Signature of Bidder Subscribed and swom to before me this S day of OG401-e,.- 20'Z0 L Si re of officer Administering Oath (Notary Public) JAVIER CASTRO GONZALEZZ Cortlmlaslon No. 22814M win HOTAMY PUSIIc MFORMA RMRSIOE COUNTY I My Comm. EMmN CH I7.2= P-8 ofP-19 20B-29 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 15.6446 SAINT GERTRUDE AND GRAND AVENUE WATER MAIN REPLACEMENT IUII ll(1�1) KNOW ALL PRESENT that, ALL CITIES ENGINEERING, INC. , as BIDDER, and OLD REPUBLIC SURETY COMPANY , as SURETY, are held and Iinuly bound unto the CITY OF SANTA ANA, as AGENCY, in the penal sum of TEN PERCENT OF AMOUNT BID Dollars (S 101 I, which is ten percent (10%) of the heal amount bid by BIDDER to AGENCY for the above -stated project, for the payment of which suet. BIDDER and SURETY agree to be bound, jointly and severally, firmly by these presents, THE CONDITIONS OF THIS OBLIGATION ARE SUCH that, whereas BIDDER is about to submit a bid to AGENCY for the above -stated project, if said bid is rejected, or if said bid is accepted and a contract is anarded and entered into by BIDDER in the manner and time specified, then this obligation shall be null and void, otherwise it shall remain in full force and effect in favor of AGENCY. IN WITNESS \YHFREOF the parties bereto have set their names, titles, hands, and seal this STH day of OCTOBER 2010 BIDDER* ALL CITIES ENGINEERING. INC. - E.: SURETY" -A?Ola,NJb FAMif EZ 534 E. Subscribed and swom to before me ,'0_ Signature: Notary Public in and for the Count}• of , State of ATTORNEY -in -FACT this day of • Provide BIDDER/ SURETY name, address, and telephone number and the name, title, address, and telephone number of authorized representative. P-9 of P-19 20B-30 * OLD * REPUBLIC SURETY COMPANY POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS; That OLD REPUBLIC SURETY COMPANY, a Wisconsin stock insurance corporation, does make, constitute and appoint: BRITTON CHRISTIANSEN, MYRNA SMITH, PHILIP E. VEGA, KEVIN VEGA, OF COVINA, CA its true and lawful Atlomey(s)-in-Fact, with full power and authority, for and on behalf of the company as surety, to execute and deliver and affix the seal of the company, thereto (if u seal is rcquirxd), bonds, undertakings, recognizanecs or other written obligations in the nature thereof, (other than bail bonds, bank dela'siWry bonds, muligag¢ dd iciency binds, mortgage gum'anly bonds, guaiwams of installnunl paper and note guaranty bonds, self-insurance workers compensation bonds guamniccing Payment M benclils, avbcalos uhulcnunl contract bonds, waste management bonds, hazardous waste remediation bonds ar black Inng hnndsl. us follows: ALL WRITTEN INSTRUMENTS and to bind OLD REPUBLIC SURETY COMPANY thereby, and all of the nets of said Allomeys-in-Fact, pursuant to these presents, are ratified and confirmed. This appointment is made under and by authority of the board of directors at a special meeting held on Febmary 18, 1982. This Power of Attorney is signed and scaled by facsimile wider and by the authority of die following resolutions adopted by the board of directors of the OLD REPUBLIC SURETY COMPANY on Febmary 18, 1982. RESOLVED that, die president, any vivo-pmsidant, or assistant vice Tanaidrnl, in conjunction with the secretary or soy assistant secretary, may appoint allonicys-in-fact or agents with authority as defined or limited in the instrument evidencing the appointment in each case, for and on behalf of the company to exceute and deliver and a1Tix the seal of the company to bonds; undertakings, recognizances, and suretyship obligations of all kinds; and said officers may remove any such attorney -in -fact or agent and revoke any Power of Attorney previously granted to such person. RESOLVED FURTHER, that any band, undertaking, recognizance, or suretyship obligation shall be valid and binding upon the Company (i) when signed by the president, any vice president or assistant vice president, and attested and sealed (if a seal be required) by any secretary or assistant secretary; or (ii) when signed by the president, any vice president or assistant vice president, secretary or assistant secretary, and countersigned andscaled (if a seal be required) by a duly authorized anamey-in-fact or agent; or (iii) when duly executed and sealed (if a seal be required) by one or mare auomeys-in-fact or agents pursuant to and within the limits oflhe authority evidenced by the Power of Attorney issued by the company to such person or persons. RESOLVED FURTHER that the signature of any authorized officer and the seal of the company may be affixed by facsimile to any Power of Attorney or certification there of authorizing the execution and delivery of any bond, undertaking, recognizance, or other suretyship obligations of the company; and such signature and seal when so used shall have the same tome and effect as though manually affixed. IN WITNESS WHEREOF, OLD REPUBLIC SURETY COMPANY has caused these presents to be signed by its proper officer, and its corporate seal to be affixed this 28TH day of JULY 2020. OLD REPUBLIC SURETY COMPANY SEA6 Assistant Secretary STATE OF WISCONSIN, COUNTY OF WAUKESHA-SS ``` T.•"'` President On this 29TH day of JULY• 2020 , personally came before me, Alan Pavlic and Karen 1 Haffner , m me known. to be the individuals and officers of the OLD REPUBLIC SURETY COMPANY who executed the above instrument, and they each acknowledged the execution of the same, and being by me duly sworn, did severally depose and say; that they arc the said officers of the corporation aforesaid, and that the seal affixed to the above instrument is the seal of the corporation, and that said corporate seal and their signatures as such officers were duly affixed and subscribed to the said instrument by the authority of the board of of mid corporation. ;- sf jaTAq '. { ' iV Notary Public My camnussran cxphr's:9/2S/2022 CERTIFICATE (Expiration of notary commisat0n does not Invalldat• Ws Imbumont) L the undersigned, assistant secretary of the OLD REPUBLIC SURETY COMPANY, a Wisconsin corporation, CERTIFY that the foregoing end attached Power of Attorney remains in full force and has not been revoked; and furthermore, that the Resolutions of the board of directors set forth in the PowcrufAtmmcy, am now in force. 74-0061 "'w��w Signed and scaled at the City ofBrookficid, W1 this dayof .�, flip"'qSEAL;;'!' Assistant Seclow/1 �. Ile C & D BONDING & INS SERVICES 22851-W POAORS 012020 - - - -- 20B-31 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 �Y"IFS'_F.tC1RA�L•`Ck`Yw.NY.ii.19^.IYIcYS2\11-T.iYK"l.'x'.R�K"S'.r:Qt3'�i.^ffiK"Y'.s�'k'Yi .ii'CK'�a(c'l�C t' A notary public or other officer completing this certificate verifies only the Identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California ) County of LOS ANGELES ) On 10/05/2020 before me, PHILIP VEGA, NOTARY PUBLIC Date Here Insert Name and Title of the Officer personally appeared KEVIN VEGA, ATTORNEY -in -FACT Name(s) of Signers) who proved to me on the basis of satisfactory evidence to be the person'(s), whose names) Ware subscribed to the within instrument and acknowledged to me that he/ske/they executed the same in his/tterJtheir authorized capacity(les), and that by hisRlec/fhein signatureN on the instrument the person(s), or the entity upon behalf of which the personN acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and 2fficial s . =0I{` PHILIP _ Notary Public - California Los Angeless County Eaunty I Signature 96 Commission A2327592 Si e Notary Public My Comm, Expires May 31, 2024 Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Document Date: Number of Pages: Signer(s) Other Than Named Above: Capacity(tes) Claimed by Signer(s) Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: 02014 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY (1-600-876-6827) Item N5907 20B-32 CALIFORNIA ALL- PURPOSE CERTIFICATE OF ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. Stale of California } County of RvS�die, } On 1115/2z)20 before me, Tc,%A ew- Cnjiio 6w(, R�-3 , ara a personally appeared — 9�L (�cs•11ri who proved to me on the basis of satisfactory evidence to be the person(s}whose name(tislaFe-subscribed to the within instrument and acknowledged to me that helstle/they executed the same in his/hedtheir authorized capacity(aes}; and that by hisHter/theicsignature(e)-on the instrument the person(s)r or the entity upon behalf of which the persorl(e}acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ADDITIONAL OPTIONAL INFORF DESCRIPTION OF THE ATTACHED DOCUMENT (ifle or description of attached document) (Tide or description of attached document continued) of Pages _ Document Date CAPACITY CLAIMED BY THE SIGNER ❑ Individual (a) ❑ Corporate Officer (Tile) ❑ Partner(s) ❑ Attorney -in -Fact ❑ Trustee(s) ❑ Other 2015 Version www. NotaryClasses.com 300-R73-9B05 JAVIER CASTRO GONZALEZ i Commission No. 22$1486 t � NOTARY P{18LIC-GIItpRiylA RIVERSIDE COUNTY M' Ce-n. EsWrN MARCH 17. 707a (Notary Public Seal) INSTRUCTIONS FOR COMPLETING THIS FORM 77isform complies with current California statutes regarding notary wording and, fneeded, should be completed and attached to the document. AcAorouiedgments from other states may be completed far documents being sent to that state so long as the wording does not require the California notary to violate California rotary law. • Stare and County information must be the State and County where the document signer(s) personally appeared before the notary public for acknowledgment. • Date of notarization must be the date that the signer(s) personally appeared which must also be the same date the acknowledgment is completed. • The notary public must print his or her time as it appears within his or her commission followed by a comma and than your title (notary public). • Print the name(s) of document signet(s) who personally appear at the time of notarization. • Indicate the correct singular or plural forms by crossing off incorrect forms (i.e. helshdrheyr is /are ) or circling the correct forms. Failure to correctly indicate this information may lead to rejection ofdocument recording. • The notary seal impression must be clear and photographically reproducible. Impression must not cover text or lines. If seal impression smudges, re -seal if a sufficient area permits, otherwise complete a different acknowledgment form. • Signature of the notary public must match the signature on file with the office of the county clerk. or Additional information is not required but could help to ensure this acknowledgment is not misused or enacted to a different document. Indicate title or type of attached document, number of pages and date. v Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer, indicate the title (i.e. CEO, CFO, secretary). • Securely attach this document to the signed document with a staple. 20B-33 CITY Or SANTA ANA PROPOSAL PROJECT NO.: 15-6446 SAINT GERTRUDE AND GRAND AVENUE WATER MAIN REPLACEMENT LIST OF SUB -CONTRACTORS Section 4100 cl. seq. of the Public Contract Code requires listing of all subcontractors with the bid for all subcontract work exceeding the following amount: o Streets, highways including bridge projects: '/a% of the bid or $10,000, whichever is greater o Buildings, parks, or other projects: 'b% of the bid Section 1725.5 of the Public Contract Code requires all Subcontractors be registered with the State Depmtment of Industrial Relations (DIR). BIDDER proposes to subcontract certain portions of the work to the firms listed below: Name S-J '�, pcven..a Mw License #/Exp. ?� 3o6 S 3'G DIR Reg. #/Exp. 22 Location Cy is GA Phone-:-Iy.005--V1100 Type Of Work g1inV�'—e Amount $ z C11 3 D41. 00 Name Cc4korhrc, Q.o�P35ia�oS l=n License #/Exp. —1,53go1 V11o/21 DIR Reg. #/Exp. too License # �- ;e101} Location5?VICAW Phone G 2 - glo — Isis, Type Of Work TV4:66-t w003 Amount $ 1-C , V -�S. 00 Name /aty"eArA4% VFvemeA-F SysFeMs.7Ytt License #/Exp. C,q9-A-ti2. DIR Reg. #/Exp. 1000002,0Ar License # �1 3 Al Location M o 't Piv I cpr _ Phone 295t • 5 TT - 22 k4 Type Of Work A? -A," Amount$ 61Igeb1;0•i1 i nature of Bidder Name nh Q01hA-tVtAd SwVeVtvtS,zvlc License #/Exp. b13.3 DIR Reg. #/Exp. I 0,)03Q 3100 Location V,-G<fa dl cA Phone 0100l -- .2 - 2221 Type Of Work Amount $ (e , 3 00 Name iJraro��f S V�OVOe%_ License #/Exp. 21 T61SZ DIR Reg. #/Exp. (OUODO04L License# 21.5'tSi Location Leala< FU'cS4- Phone —H14 - V111!- 1 dT f Type Of Work A-s8t%^ 14-, AyiM t]v Ai y Amount $ Name License #/Exp. DIR Reg. #/Exp. License # Location Phone Type Of Work Amount $ P-10 of P-19 20 B-34 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 15-6446 SAINT GERTRUDE AND GRAND AVENUE WATER MAIN REPLACEMENT The following are the names, addresses, and telephone numbers for THREE public agencies for which the BIDDER has performed similar work within the past three years. 1• Ci+Y or Y•.,4-,-, A,. - Name and Address of Owner. _ Name and Telephone Number of person familiar with project. g 2. y n^ k-wo-C, .AAA:. g o•/ (On-J'& 1 Contract Amount Type of Work Date Completed 2. C iiY o� �DWne./ Name and Address of owner. Lo,.r� (5;62) io2-i86S _ Name and Telephone Number of person familiar with project. II,ti AA W-4-cv 6/241/2<� Contract Amount Type of Work Date Completed 3. C i4•1 Df Dowrrty Name and Address of owner. CS6P l,oee 4ewclr 3oY-7$65— Name and Telephone Number of person familiar with project. I :; oa k wo4-c— I// 2S/ /,1 Contract Amount Type of Work Date Completed The following are the names, addresses, and telephone numbers of all brokers and sureties from whom BIDDER intends to procure insurance and bonds. o^4v� c1 3' 2-err/oaf B arms 57Y F RA664 s4- (626� �s� • �a-r� r, ��,1 ��s� P-11 ofP-19 20B-35 CITY OF SANTA ANA PROPOSAL PROJECT NO.: I5-6446 SAINT GERTRUDE AND GRAND AVENUE WATER MAIN REPLACEMENT ADDITIONAL REITRRNCP.S The following are the mmnics, addresses, and telephone numbers for THREE public agencies for which the 1111AWR or Subcontrnctor has performed similar work in the past five years. fet Name and Address of Ov Name and Telephone Number of person familiar with project. Contract Amount Type of Work Date Completed 2. Narne and Address of owner. Nance and Telephone Number of person familiar with project. 3. Contract Amount Name and Address of owner. Name and Telephone Number Contract Amount Type of Work person familiar with project. Type of Work Date Completed Date Completed The following are the names, addresses, and telephone numbers of all brokers and sureties from whom BIDDER intends to procure insurance and bonds. C �n�Y�C�o✓S O%AOA Otu tivnvf QmLn CAi 5 S*ir.l P 9Rdj%[9h C CA- ei 7-321- (GZA�) $54i . -4-GgG P-12 of P-19 20B-36 ALI_ CITIES ENGINEERING INC. References 1. City of Pico Rivera Project name: Passons Bridge underpass Value: $200,000.00 Description: Remove and repair PVC pipe and construct concrete V gutters, curbs and Landscape. Contact: Kenner Guerrero (562) 801-4351 2. City of Pico Rivera Project Name: Citywide Concrete Improvements Value: $220,000.00 Description: Remove and repair various sidewalks, curb and gutters, ADA ramps, curbs, and trees throughout the City. Contact: Kenner Guerrero (562) 801-4351 3. City of San Jacinto Project Name: Pedestrian Upgrades Value:$225,000.00 Description: Remove and replace various ADA Ramps, driveway approach, and sidewalk throughout the City. Contact: Sean Motlagh (949) 232-6153 4. City of San Jacinto Project Name: Citywide Upgrades Value:$100,000 Description: Repair various manhole, repair curb inlets, and repair AC pavement. Contact: Danny Astorga (951) 634-5261 1 20B-37 i, CITIES HNGINEERING INC References S. City of Duarte Project Name: Citywide Sidewalk Improvements Value: $90,000.00 Description: Remove and repair various sidewalks, curbs, driveway approaches, and Ac pavement throughout the City. Contact: Teresa Renteria (626) 705-4837 6. City of La Habra Project Name: Citywide Sidewalk Improvements Value: $320,000.00 Description: Concrete improvements including the installation of sidewalks, curbs & gutters, driveway approaches, curb, and ADA ramps. Contact: Cesar Rangel (562) 383-4158 7. City of Orange Project Name: Annual Concrete Replacements at Various Locations Value: 325,000.00 Description: Remove and replace sidewalks, ADA ramps, curb & gutter, driveway aprons, and trees. Contact: Fabio Quinones (714)-744-5526 2 KFIJEMOO ALL CITIES ENGINEERING 1NC. 8. City of Downey Project Name: Civic Center Drive and Hall Road Water System Improvement Project Value $400,000 Description: Installation of new main, fire hydrant assemblies, water service lines, meter and boxes; Installation of gate valves, tees, bends, thrust blocks, and fittings; abandoning of existing water mains and service lines. Contact: Lorena Powell (562) 302-3865 9. City of Norco Project Name: Norco MDP Line NO Extension Storm Drain Project Value:$400,000 Description: Installation of RCP 18" and 24" catch basins, manholes, junction structures, local depression, cold mill, and related work. Contact: Dan Cuthbertson (951) 545-7872 10. City of Oceanside Project Name: Vista Way/El Camino Real Sewer Relocation Value: $150,000 Description: Abandon existing 6" pipe and construct 8" SDR 26 PVC pipe, install new concrete manhole, modification & rehabilitation of existing manholes, sewer bypass pumping, and maintain/replace traffic loops. Contact: Shukri Sharabi (760) 717-6161 11. City of Costa Mesa Project Name: North Del Mar Storm Drain Repair Value: $72,500 Description: Remove existing 24" corrugated metal pipe and install 24" with sack 1 slurry, construct new junction structure and manhole, connect 24" RCP storm drain to existing CMP storm drain and pave trench. ' Contact: Kelly Dalton (714) 466-0360 0 20B-39 ALL CITIES BNGINI',Ii1tING INC. 12. City of Downey Project Name: Woodruff Water Main Improvements Value: $1,900,000 Description: Remove and replace existing 8" and 12" water main pipe, 1"-4" water services, fire hydrants, FDC, water meters, valves, concrete, and asphalt in various locations. Contact: Lorena Powell (562) 302-3865 Completed: 6/20/20 13. City of Santa Ana 0 rl- -1 CITY OF SANTA ANA PROPOSAL PROJECT NO.: 15-6446 SAIN'r GERTRUDE AND GRAND AVENUE WATER MAIN REPLACEMENT NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) In conformance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived, or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any other BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non -collusion Affidavit is part of the Proposal. BIDDERS are cautioned that making a false certification may subject the certifier to criminal prosecution. Signed A ppi`oN10 RAM i e CZ State of California County of ylv ri4 Subscribed and sworn to (or affirmed) before me on this S day of OWo 20Z1 by ,4p.1�W9 proved to me on the basis of satisfactory evidence to be the person(e}who appeared before me L' ry Public Signature Notary Public Seal _ JAVIER CASTRO GONZALEZZ u ComAWbnNo. AL2WOWA 8 3f ' Hr�WERSOECOMo nn RNERSRIE CWXTY M/Gomm. EyrMIAAR 17. 2073 f P-13 ofP-19 20B-41 I Y f ALL CITIES ENGINEERING INC. 5881 Snowgrass Trail Jurupa Valley, Ca. 92509 10/05/2020 (VALID for ONE YEAR) To Whom It May Concern: By my signature on this statement, I, t4?of ovl'i,z QAMIRLi Preei den i authorize the Name (please Print) Title Following employees to represent, and sign on my behalf, in the City of Santa Ana, as the applicant, until this authorization is rescinded by me (in writing). Sincerely, f}�ol.�N� �lrMf2� Original Signature List of Authorized Representatives: ii �Avt P,r C4 S"fW Au rued Representative's Original Signature Print Name Authorized Representative's Original Signature Print Name 20 B-42 EXHIBIT 4 CITY OF SANTA ANA CONSTRUCTION CONTRACT PROJECT 15-6446 SAINT GERTRUDE AND GRAND AVENUE WATER MAIN REPLACEMENT This CONSTRUCTION CONTRACT is made and entered into this 171h day of November, 2020 by and between the City of Santa Ana, California, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "CITY"), and All Cities Engineering, Inc. (hereinafter "CONTRACTOR"). WFFNESSETH: The CITY and the CONTRACTOR, for the consideration hereinafter named, mutually agree as follows: CONTRACTOR agrees to perform all the work and furnish all the materials at its own cost and expense necessary to construct and complete in a good and workmanlike manner and to the satisfaction of the City Engineer of the CITY, the Saint Gertrude And Grand Avenue Water Main Replacement Project (hereinafter referred to as the "WORK OF IMPROVEMENT") identified in and in accordance with the Contract Documents prepared by the City's Public Works Agency and approved by the City Council. 2. The complete Construction Contract consists of the "Contract Documents" as defined by the Standard Specifications for Public Works Construction and which include the following: • Notice Inviting Bids • Information to Bidders • Bid Proposal • Bid Bond • Contract Form • Contract Bonds • General Provisions • Special Provisions • Technical Provisions and Project Plans • Community Workforce Agreement • Appendices In case of conflict between the Contract Documents, the precedence of documents shall be as established in the Standard Specifications for Public Works Construction. 3. CITY agrees to pay and CONTRACTOR agrees to accept in full payment to complete the WORK OF IMPROVEMENT the sum total amount not to exceed Two Million Five Hundred Sixty-three Thousand Three Hundred Fifty Dollars and Fifty Cents ($2,563,350.50), as set forth and identified in the BID PROPOSAL, which is attached hereto and incorporated herein as Exhibit "A." The BID PROPOSAL contains a schedule of unit price(s) or lump sum(s) based on approximate quantities only, and the City does not expressly or by implication agree that the actual amount of work will correspond therewith, but reserves the right to increase or decrease the amount of any class or portion of the work or to omit portions of the work as may be deemed necessary or advisable. rev. 09/012017 20 B-43 Pagel of 3 4. CONTRACTOR agrees to complete the WORK OF IMPROVEMENT within the time specified in the Time for Completion of Improvements section of the BID PROPOSAL (Exhibit "A") including commencing construction within the timeframe therein specified after issuance of a Notice to Proceed. 5. The CONTRACTOR will pay, and will require all subcontractors to pay, all employees on the WORK OF IMPROVEMENT a salary or wage at least equal to the prevailing salary or wage established for such work as set forth in the wage determinations for this work in accordance with applicable State and Federal law. 6. If applicable, the CONTRACTOR shall adhere to the CITY'S Community Workforce Agreement (CWA), a pre -hire collective bargaining agreement, which establishes the labor relations policies and procedures for CONTRACTOR to follow in the crafts persons employed to complete the WORK OF IMPROVEMENT as more fully described in the CWA. The CWA may be found on the City's website at: ht_pt://www.santa-ana.org/pwa/docunients/CWA.r)df CONTRACTOR shall, after award of this Contract, furnish two bonds to be approved by the CITY, one in the amount of One Hundred Percent (100%) of the Contract price, to guarantee the faithful performance of the work (Performance Bond), and one in the amount of One Hundred Percent (100%) of the Contract price to guarantee payment of all claims for labor and materials famished (Payment Bond). This Contract shall not become effective until such bonds are supplied to and approved by the CITY. 8. CONTRACTOR shall, prior to the release of the performance and payment bonds or the retention payment, furnish a warranty performance and payment bond (Warranty Bond). Said Warranty Bond shall also be required as a condition of project acceptance. For projects up to Five Hundred Thousand Dollars ($500,000), the Warranty Bond amount shall be the greater of Ten Thousand Dollars ($10,000) or Twenty Percent (20%) of the final contract price. For projects above Five Hundred Thousand Dollars ($500,000), the Warranty Bond amount shall be the greater of One Hundred Thousand Dollars ($100,000) or Ten Percent (10%) of the final contract price. 9. CONTRACTOR shall, after award of this Contract, furnish Certificates of Liability Insurance and Worker's Compensation Insurance as outlined in the General Provisions, to be approved by the CITY. 10. INDEMNIFICATION. To the fullest extent allowed by law, CONTRACTOR and its Subcontractors hereby agree to defend, indemnify, and hold harmless CITY, its City Council, boards and commissions, officers, agents, employees, representatives and volunteers (hereinafter collectively referred to as "Indemnitees"), through legal counsel acceptable to CITY, from and against any liability, claims, actions, costs, damages or losses, including reasonable costs and attorney's fees, for injury, including death to any person or damage to any property, arising directly or indirectly from, or in any manner relating to, any of the following: (i) Performance or nonperformance of the Work of Improvement by CONTRACTOR or its Subcontractors of any lower tier; (ii) Performance or nonperformance by CONTRACTOR or its Subcontractors of any lower tier, of any of the obligations under the Contract Documents; 20 B-44 Page 2 of 3 (iii) The construction activities of CONTRACTOR or its Subcontractors of any lower tier, either on the project site or on other properties; (iv) The payment or nonpayment by CONTRACTOR of any of its Subcontractors of any lower tier, for Work of Improvement performed on or off the project site; and (v) Any personal injury, property damage or economic loss to third persons related to and arising from the performance or nonperformance by CONTRACTOR or its Subcontractors of any lower tier, of the Work of Improvement. (vi) The indemnity obligations of Subcontractors provided by this Section shall be included in all subcontract documents issued by CONTRACTOR. Nothing in the Contract Documents shall be construed to give rise to any implied right of indemnity in favor of CONTRACTOR against CITY or any other Indemnitee. IN WITNESS WHEREOF, the parties hereto have executed this Construction Contract on the day and year first above written. ATTEST: DAISY GOMEZ Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By. (W. T. L J FUNK Senior Assistant City Attorney RECOMMENDED FOR APPROVAL: NABIL SABA, PE Executive Director Public Works Agency CITY OF SANTA ANA KRISTINE RIDGE City Manager CONTRACTOR: All Cities Engineering, Inc. M01QA o R AAA-M z NAME: Apolonio Ramirez TITLE: President 20B-45 Page 3 of 3 EXHIBIT 5 COST ANALYSIS CONSTRUCTION OF PROJECT NO. 15-6446 : SAINT GERTRUDE AND GRAND AVENUE WATER MAIN REPLACEMENT Construction Contract $ 2,563,350.50 Contract Administration $ 170,000.00 Inspection and Testing $ 214,504.50 Contingencies $ 384,500.00 TOTAL ESTIMATED CONSTRUCTION COSTS $ 3,332,355.00 ri- \ 77 b= °/ o; §\o §0} \ §\} 2 ® GfG®\f n3) n\!{ 0 G %e! �/# L / § \ zF- § U 2 0\ [ § © §\: (§ u §\ 03: { \ k) REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 17, 2020 TITLE: APPROVE APPROPRIATION ADJUSTMENT ACCEPTING BUREAU OF RECLAMATION WATERSMART GRANT FUNDS FOR THE ADVANCED METER INFRASTRUCTURE PROJECT IN THE AMOUNT OF $1,200,000 AND TO APPROPRIATE PRIOR YEAR GRANT FUNDS OF $1,050,000 (NON -GENERAL FUND) /s/ Kristine Ridge CITY MANAGER CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1 sl Reading ❑ Ordinance on 2od Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER RECOMMENDED ACTION 1. Approve an appropriation adjustment accepting Bureau of Reclamation WaterSMART grant funds in the amount of $1,200,000 into the Public Works Water Quality & Control Fund, Miscellaneous Revenue, Federal Grant -Direct revenue account and appropriating the same amount into Reserve Appropriation expenditure accounts for future year expenditures. 2. Approve an appropriation adjustment recognizing prior year appropriation of $1,050,000 in Bureau of Reclamation WaterSMART grant funds into the Public Works Water Quality & Control Fund, Prior Year Carry Forward revenue account and appropriating the same amount into the Public Works Water Quality & Control, WaterSMART-Watershed Management Program, Reserve Appropriation expenditure account for future year expenditures. DISCUSSION On October 15 2019, the City Council authorized staff to submit a grant application to the United States Bureau of Reclamation (BOR) Sustain and Manage America's Resources for Tomorrow (WaterSMART) Water Energy and Efficiency Grant Program for the Advanced Metering Infrastructure (AMI) project. The AMI project involves, among other things, the transition of approximately 45,000 existing manual -read water meters to new smart meters. This will enable the City to implement technological enhancements such as automated meter reads, leak detection, usage notifications, and an interactive customer service portal. In February 2020, the City was awarded $1,200,000 in BOR WaterSMART grant funding to offset the City's cost for this project. BOR has obligated $1,199,000 to the City, while retaining $1,000 to cover the cost to perform administrative, environmental, and cultural compliance work associated with the National Environmental Policy Act on the City's behalf. Grant funds from this agreement 20C-1 Approve Appropriation Adjustments Accepting BOR Funds for AMI Project November 17, 2020 Page 2 (Exhibit 1) are anticipated to be expended in future fiscal years during the full deployment of smart water meters citywide. To date, the City has received a total of $5,500,000 in grant funding for the AMI project. The balance of the project costs will be funded by the Water Enterprise's capital funds. These costs have been taken into account in the City's existing five-year water rate plan and no additional rate adjustments are necessary to deliver this project. Staff will continue to pursue additional grant funding opportunities to deliver this project efficiently. FISCAL IMPACT Approval of the requested appropriation adjustments will recognize $2,250,000 in grant funds. An amount of $1,200,000 in Bureau of Reclamation WaterSMART grant funds will be recognized into the Public Works Water Quality & Control Fund, Federal Grant -Direct revenue account (No. 16417002-52000), and appropriate the same amount into the Public Works Water Quality & Control, WaterSMART-Watershed Management Program, Reserve Appropriation expenditure account (No. 16417641-69011). An amount of $1,050,000 in prior year appropriation of Bureau of Reclamation WaterSMART grant funds will be appropriated into the Public Works Water Quality & Control Fund, Prior Year Carry Forward revenue account (No. 16417002-50001) and appropriating the same amount into the Public Works Water Quality & Control, WaterSMART-Watershed Management Program, Reserve Appropriation expenditure account (No. 16417641-69011) for future year expenditures. Fiscal Impact Verified By: Kathryn Downs, CPA, Executive Director— Finance and Management Services Agency Submitted By: Nabil Saba, P.E., Executive Director— Public Works Agency Exhibit: 1. Bureau of Reclamation Assistance Agreement No. R20AP00075 20Ci-2 Return ORIGINAL EXHIBIT 1 INSURANCE NOT REQUIRED executes u to COTC, M-30 A-2019-252 WvRK MAY PROCEED CLERK OF CQUNC;I!- "' ' SEP 1 0 2020 UNITED STATES DEPARTMENT OF THE INTERIOR BUREAU OF RECLAMATION ASSISTANCE AGREEMENT IA. AGREEMENT NUMBER IB. MOD NUMBER 2. TYPE OF AGREEMENT 3. CLASS OF RECIPIENT R20AP00075 N/A GRANT D COOPERATIVE AGREEMENT City or Township Government 4. ISSUING OFFICE 5. RECIPIENT Bureau of Reclamation City of Santa Ana Lower Colorado Basin 20 Civic Center Plz. FL 8 Interior Region 8 Santa Ana, CA 92701-4058 P.O. Box 61470 Boulder City, NV 89006-1470 EIN a: 954000785 Cuaary: Orange DUNS H: 083153247 congress. Dist: I CA-046 6. RECIPIENT PROJECT MANAGER 7A. INITIAL AGREEMENT 78. MODIFICATION EFFECTIVE DATE: EFFECTIVE DATE: Rudy Rosas, Principal Civil Engineer See Block 13a. below N/A Public Works Agency 8. COMPLETION DATE 215 S. Center Street Santa Ana, CA 92703-9000 April 30, 2024 Phone: 714-647-3379; Email: rrosas@santa-ana.org 9A. PROGRAM STATUTORY AUTHORITY 913. CFDA Number Section 9504(a) of the Secure Water Act, Public Law I I I-11 (42 United States Code 10364) 15.507 10. FUNDING INFORMATION NON-FEDERAL RECLAMATION TOTAL PROJECT COSTS Total Estimated Amount of Agreement $8,164,263.60 $1,200,000.00 $9,364,263.60 This Obligation $8,164,263.60 $1,199,000.00 $9,363,263.60 Previous Obligation $0.00 $0.00 $0.00 Total Obligation $8,164,263.60 $1,199,000.00 $9,363,263.60 11. PROJECT TITLE WEEG - Automated Metering Infrastructure (AMI) Installation Project 12a. Acceptance of this Assistance Agreement in accordance with the terms and 13a. Award ofthis Assistance Agreement in accordance with the terns and conditions contained herein is hereby made on behalf of the above -named conditions contained herein is hereby made on behalf of the United States recipient of America, Deparlment�0"`Interior, Bureau of Reclamation �p �/%�/ Digitally signed by DIANA BY v / �/ BY: DIANA BL�€B` ` Date: 2020.09.11 08:38:37 /, DATE: �`� DATE: _ _07,00, 12b. NAME AND TITLE OF SIGNER 131b. NAME OF GRANTS OFFICER Kristine Ridge Diana Blake City Manager Grants Officer 702-293-8550 Approved as to Form: Attest: -f . ohn M. Funk Daisy Gomez Assistant City Attorney Clerk of the Co u it 20C-3 Page 2 of 52 This page was intentionally left blank Agreement No. R20AP00075 Agreement Template 20 C _4 (03/2019) Page 3 of 52 TABLE OF CONTENTS L OVERVIEW AND SCHEDULE............................................................................................... 5 1. AUTHORITY........................................................................................................................ 5 2. PUBLIC PURPOSE OF SUPPORT OR STIMULATION................................................... 6 3. BACKGROUND AND OBJECTIVES................................................................................. 6 4. PERIOD OF PERFORMANCE AND FUNDS AVAILABILITY ....................................... 7 5. SCOPE OF WORK AND MILESTONES....................................._......................._.............. 7 6. RESPONSIBILITY OF THE PARTIES............................................................................... 8 7. BUDGET............................................................................................................................... 9 8. KEY PERSONNEL............................................................................................................. 12 9. LIMITATION OF AUTHORITIES.................................................................................... 13 10. REPORTING REQUIREMENTS AND DISTRIBUTION .............................................. 14 11. REGULATORY COMPLIANCE..................................................................................... 17 12. AGRICULTURAL OPERATIONS [Public Law I I I-11, Section 9504(a)(3)(B)]........... 17 13. TITLE TO IMPROVEMENTS [Public Law 111-11, Section 9504(a)(3)(D)]................. 17 14. OPERATION AND MAINTENANCE COSTS [Public Law 111-11, Section 9504(a)(3)(E)(iv.)]............................................................................................................ 17 15. LIABILITY [Public Law 111-11, Section 9504(a)(3)(F)]............................................... 17 II. RECLAMATION STANDARD TERMS AND CONDITIONS ............................................ 18 1. REGULATIONS.................................................................................................................. 18 2. PAYMENT.......................................................................................................................... 18 3. PROCUREMENT STANDARDS (2 CFR 200.317 through 200.326) ............................... 22 4. EQUIPMENT (2 CFR 200.313).......................................................................................... 31 5. SUPPLIES (2 CFR 200.314)............................................................................................... 34 6. INSPECTION...................................................................................................................... 34 7. AUDIT REQUIREMENTS (2 CFR 200.501)..................................................................... 35 8. REMEDIES FOR NONCOMPLIANCE (2 CFR 200.338)................................................. 36 9. TERMINATION (2 CFR 200.339)...................................................................................... 37 10. DEBARMENT AND SUSPENSION (2 CFR 1400)......................................................... 37 11. DRUG -FREE WORKPLACE (2 CFR 182 and 1401)...................................................... 37 Agreement No. R20AP00075 Agreement Template 20 C _5 (03/2019) Page 4 of 52 12. ASSURANCES AND CERTIFICATIONS INCORPORATED BY REFERENCE........ 38 13. COVENANT AGAINST CONTINGENT FEES.............................................................. 38 14. TRAFFICKING VICTIMS PROTECTION ACT OF 2000 (2 CFR 175.15) ................... 38 15. NEW RESTRICTIONS ON LOBBYING (43 CFR 18).................................................... 41 16. UNIFORM RELOCATION ASSISTANCE AND REAL PROPERTY ACQUISITION POLICIES ACT OF 1970 (URA) (42 USC 4601 et seq) ............................................... 41 18. PROHIBITION ON TEXT MESSAGING AND USING ELECTRONIC EQUIPMENT SUPPLIED BY THE GOVERNMENT WHILE DRIVING ............................................ 44 19. REPORTING SUBAWARDS AND EXECUTIVE COMPENSATION (2 CFR 170 APPENDIXA).................................................................................................................. 44 20. RECIPIENT EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS (SEP 2013)...................... 48 21. RECIPIENT INTEGRITY AND PERFORMANCE MATTERS (APPENDIX XII to 2 CFRPart 200)............................................................................._._....................._............. 48 22. CONFLICTS OF INTEREST............................................................................................. 50 23. DATA AVAILABILITY.................................................................................................... 52 Agreement No. R20AP00075 Agreement Template 20 C _6 (03/2019) Page 5 of 52 Financial Assistance Agreement No. R20AP00075 Between Bureau of Reclamation And City of Santa Ana For WEEG - Automated Metering Infrastructure (AMI) Installation Project I. OVERVIEW AND SCHEDULE 1. AUTHORITY This Financial Assistance Agreement (Agreement) is entered into between the United States of America, acting through the Department of the Interior, Bureau of Reclamation (Reclamation) and City of Santa Ana (Recipient or non -Federal entity), pursuant to Section 9504(a) of the SECURE WATER ACT, Subtitle F of Title IX of the OMNIBUS PUBLIC LAND MANAGEMENT ACT OF 2009, Public Law 111-11 (42 United States Code 10364) (the "Act'). The following section, provided in full text, authorizes Reclamation to award this financial assistance agreement: SEC. 9504. WATER MANAGEMENT IMPROVEMENT. (a) A UTHORIZATION OF GRANTS AND COOPERATIVE AGREEMENTS. (1) AUTHORITY OF SECRETARY. —The Secretary may provide any grant to, or enter into an agreement with, any eligible applicant to assist the eligible applicant in planning, designing, or constructing any improvement (A) to conserve water; (B) to increase water use efficiency; (C) to facilitate water markets; (D) to enhance water management, including increasing the use of renewable energy in the management and delivery ofwater; (E) to accelerate the adoption and use of advanced water treatment technologies to increase water supply; (F) to prevent the decline of species that the United States Fish and Wildlife Service and National Marine Fisheries Service have proposed for listing under the Endangered Species Act of 1973 (16 U.S.C. 1531 et seq) (or candidate species that are being considered by those agencies for such listing but are not yet the subject ofa proposed rule); Agreement No. R20AP00075 Agreement Template 20 C _7 (03/2019) Page 6 of 52 (G) to accelerate the recovery of threatened species, endangered species, and designated critical habitats that are adversely affected by Federal reclamation projects or are subject to a recovery plan or conservation plan under the Endangered Species Act of 1973 (16 U.S.C. 1531 etseq) under which the Commissioner of Reclamation has implementation responsibilities; or (H) to carry out any other activity (i) to address any climate -related impact to the water supply of the United States that increases ecological resiliency to the impacts of climate change; or (ii) to prevent any water -related crisis or conflict at any watershed that has a nexus to a Federal reclamation project located in a service area. 2. PUBLIC PURPOSE OF SUPPORT OR STIMULATION The Automated Metering Infrastructure (AMI) Installation Project (Project) achieves the public purpose of the Act by conserving water and improving water management. 3. BACKGROUND AND OBJECTIVES Through WaterSMART (Sustain and Manage America's Resources for Tomorrow), Reclamation leverages Federal and non -Federal fending to work cooperatively with states, tribes, and local entities as they plan for and implement actions to increase water supply reliability through investments and attention to local water conflicts. Working together with our stakeholders, WaterSMART provides support for the Department of the Interior's priorities, including creating a legacy of conservation stewardship, sustainably developing our energy and natural resources, modernizing our infrastructure through public -private partnerships, and restoring trust with local communities by improving relationships and communication with states, tribes, local governments, communities, landowners and water users. Through Water and Energy Efficiency Grants, Reclamation provides assistance to states, tribes, irrigation districts, water districts, and other entities with water or power delivery authority to undertake projects that result in quantifiable and sustained water savings and support broader water reliability benefits. The Recipient will replace 33,315 manual -read primarily residential water meters with updated AMI meters. AMI will provide real-time operational modeling information, establish a leak detection system, and provide water -consumption data to customers. The Project is expected to result in annual water savings of 1,409 acre-feet that is currently lost to meter inaccuracies and leaks. The Recipient is currently dependent on a combination of local groundwater and imported water for its supply. Water saved through the project will supplement the Recipient's finite groundwater supply and reduce the need to purchase additional water. Agreement No. R20AP00075 Agreement Template 20 C _g (03/2019) Page 7 of 52 This Agreement was selected from Funding Opportunity Announcement (FOA) No. BOR- DO - 20-F001 Water SMART Grants: Water and Energy Efficiency Grants for Fiscal Years 2020 and 2021. Recipient's proposal dated October 3, 2019 is incorporated by reference to this Agreement. 4. PERIOD OF PERFORMANCE AND FUNDS AVAILABILITY This Agreement becomes effective on the date shown in Block 13a of Page 1 of this agreement, United States of America, Department of the Interior, Bureau of Reclamation, Assistance Agreement. The Agreement shall remain in effect until the date shown in Block 8 of Page 1 of this agreement, United States of America, Department of the Interior, Bureau of Reclamation, Assistance Agreement. The period of performance for this Agreement may only be modified through written modification of the Agreement by a Reclamation Grants Officer. No legal liability on the part of the Government for any payment may arise until funds are made available, in writing, to the Recipient by the Grants Officer. The total estimated amount of Federal funding for this agreement is $1,200,000.00, of which the initial amount of Federal funds available is limited to $1,199,000.00 as indicated by "this obligation" within Block 10 of Page 1 of this agreement, United States of America, Department of the Interior, Bureau of Reclamation, Assistance Agreement. 5. SCOPE OF WORK AND MILESTONES Under this Agreement, the Recipient shall remove 33,315 manual read water meters and install meters with Automated Metering Infrastructure (AMI) technologies. The installation will include materials and equipment, a Meter Data Management System, leak detection, interactive web portal installation, as well as pressure monitoring capabilities. The AMI project will be installed in the City of Santa Ana. The Recipient shall include in its records the locations of the meters installed under this Agreement. After review of the methodology used to estimate water conservation savings, consideration of supporting documentation provided by Recipient, and any adjustments made during the evaluation of the Project, it was determined that these improvements are expected to result in annual water savings of 1,409 acre-feet. The milestones* for completing the Project are: Milestone / Task / Activity Planned Start Date Planned Completion Date Complete environmental and cultural compliance Completed Agreement No. R20AP00075 Agreement Template 20 C _g (03/2019) Page 8 of 52 Advertise for bids; award contract 09/2020 10/2020 Meter Installation - 50% complete 12/2020 7/2022 Meter Installation — 100% complete 7/2022 4/2024 Installation of AMI towers 12/2020 12/2021 6. RESPONSIBILITY OF THE PARTIES 6.1 Recipient Responsibilities 6.1.1 The Recipient shall carry out the Scope of Work (SOW) in accordance with the terms and conditions stated herein. The Recipient shall adhere to Federal, state, and local laws, regulations, and codes, as applicable, and shall obtain all required approvals and permits. If the SOW contains construction activities, the Recipient is responsible for construction inspection, oversight, and acceptance. If applicable, the Recipient shall also coordinate and obtain approvals from site owners and operators. 6.1.2 Interim Performance Reports. The Recipient shall prepare and submit to Reclamation interim Project performance reports (Interim Performance Reports) as required by Section I.10 of this Agreement. Each Interim Performance Report will include (but is not limited to) the information identified in paragraph I.10.3 and will discuss the following: • A comparison of actual accomplishments to the milestones established by the financial assistance agreement for the reporting period The reasons why established milestones were not met, if applicable • The status of milestones from the previous reporting period that were not met, if applicable Whether the Project is on schedule and within the original cost estimate Any additional pertinent information or issues related to the status of the Project 6.1.3 Final Project Report. The Recipient shall prepare and submit to Reclamation a final Project performance report (Final Project Report) as required by Section I.10 of this Agreement. The Final Project Report will include (but is not limited to) the information identified in paragraph I.10.3 and will discuss the following: Whether the Project objectives and goals were met Agreement No. R20AP00075 Agreement Template 20 C -10 (03/2019) Page 9 of 52 The amount of water conserved, if applicable, including information and/or calculations supporting that amount The amount of energy the renewable energy system is generating annually, if applicable How the Project demonstrated collaboration, if applicable Photographs documenting the project are also appreciated. Recipient understands that Reclamation may print photos with appropriate credit to Recipient. Recipient also understands that the Final Project Report is a public document and may be made available on Reclamation's website, www.usbr.gov/watersmart/. 6.2 Reclamation Responsibilities 6.2.1 Reclamation will monitor and provide Federal oversight of activities performed under this Agreement. Monitoring and oversight includes review and approval of financial status and performance reports, payment requests, and any other deliverables identified as part of the SOW. Additional monitoring activities may include site visits, conference calls, and other on -site and off -site monitoring activities. At the Recipient's request, Reclamation may also provide technical assistance to the Recipient in support of the SOW and objectives of this Agreement. 7. BUDGET 7.1 Budget Estimate. The following is the estimated budget for this Agreement. As Federal financial assistance agreements are cost -reimbursable, the budget provided is for estimation purposes only. Final costs incurred under the budget categories listed may be either higher or lower than the estimated costs. All costs incurred by the Recipient under this agreement must be in accordance with any pre -award clarifications conducted between the Recipient and Reclamation, as well as with the terms and conditions of this agreement. Final determination of the allowability, allocability, or reasonableness of costs incurred under this agreement is the responsibility of the Grants Officer. Recipients are encouraged to direct any questions regarding allowability, allocability or reasonableness of costs to the Grants Officer for review prior to incurrence of the costs in question. Agreement No. R20AP00075 Agreement Template 20 C -11 (03/2019) Page 10 of 52 7.2 Cost Sharing Requirement At least 50% non -Federal cost -share is required for costs incurred under this Agreement. Based on the budget estimate reflected in Section 7.1 above, the estimated Federal share of allowable costs is 87% and the Recipient's estimated non -Federal cost share is 13%. The Federal share of allowable costs shall not be expended in advance of the Recipient's non -Federal share. It is expected that expenditure of Federal and non -Federal funds based upon the estimated cost share percentages shall occur concurrently. At the end of the period of performance, if the final costs are lower than the original estimate and the 50% non -Federal cost share is met, the final payment and financial report can reflect a lower Recipient cost -share than the original budget estimate. If a bona fide need arises which requires the expenditure of Federal funds in advance of the Recipient share, then the Recipient must request written approval from the Grants Officer prior to the expenditure. Recipient's may expend their agreed upon share of costs in advance of the expenditure of Federal funds without prior written approval. 7.3 Pre -Award Incurrence of Costs The Recipient is not authorized to incur costs prior to the award of this Agreement. Costs incurred prior to the award of this agreement are not allowable. 7.4 Allowable Costs Costs incurred for the performance of this Agreement must be allowable, allocable to the project, and reasonable. The following regulations, codified within the Code of Federal Regulations (CFR), governs the allowability of costs for Federal financial assistance: Agreement No. R20AP00075 Agreement Template 20 C -12 (03/2019) Page 11 of 52 2 CFR 200 Subpart E, "Cost Principles" Expenditures for the performance of this Agreement must conform to the requirements within this CFR The Recipient must maintain sufficient documentation to support these expenditures. Questions on the allowability of costs should be directed to the Grants Officer responsible for this Agreement. The Recipient shall not incur costs or obligate funds for any purpose pertaining to operation of the program or activities beyond the expiration date stated in the Agreement. The only costs which are authorized for a period of up to 90 days following the project performance period are those strictly associated with closeout activities for preparation of the final reports. Agreement No. R20AP00075 Agreement Template 2 0 C -1 3 (03/2019) Page 12 of 52 7.5 Revision of Budget and Program Plans In accordance with 2 CFR 200.308(g) the recipient must request prior written approval for any of the following changes: (a) A change in the approved scope of work or associated tasks, even if there is no associated budget revisions. (b) Revisions which require additional Federal funds to complete the project. (c) Revisions which involve specific costs for which prior written approval requirements may be imposed consistent with OMB cost principles listed in 2 CFR 200 Subpart E "Cost Principles". 7.6 Modifications Any changes to this Agreement shall be made by means of a written modification. Reclamation may make changes to the Agreement by means of a unilateral modification to address changes in address, no -cost time extensions, changes to Key Personnel, the addition of previously agreed upon funding, or administrative corrections which do not impact the terms and conditions of this agreement. Additionally, a unilateral modification may be utilized by Reclamation if it should become necessary to suspend or terminate the Agreement in accordance with 2 CFR 200.338. All other changes shall be made by means of a bilateral modification to the Agreement. No oral statement made by any person, or written statement by any person other than the Grants Officer, shall be allowed in any manner or degree to modify or otherwise effect the terms of the Agreement. All requests for modification of the Agreement shall be made in writing, provide a full description of the reason for the request, and be sent to the attention of the Grants Officer. Any request for project extension shall be made at least 45 days prior to the expiration date of the Agreement or the expiration date of any extension period that may have been previously granted. Any determination to extend the period of performance or to provide follow-on funding for continuation of a project is solely at the discretion of Reclamation. 8. KEY PERSONNEL 8.1 Recipient's Key Personnel. The Recipient's Project Manager for this Agreement shall be: Rudy Rosas, Principal Civil Engineer Public Works Agency 215 S. Center Street Santa Ana, CA 92703-9000 Phone: 714-647-3379; Email: trosas@santa-ana.org Agreement No. R20AP00075 Agreement Template 2 0 C -1 4 (03/2019) Page 13 of 52 Additional key personnel for this Agreement are identified as follows: Leif Lovegren, Management Analyst Public Works Agency 220 S. Daisy Ave. Santa Ana, CA 92703-9000 Phone: 714-647-3327; Email: lovegren@santa-ana.org 9. LIMITATION OF AUTHORITIES 9.1 Grants Officer. The Grants Officer is the only official with legal delegated authority to represent Reclamation. The Grants Officer's responsibilities include, but are not limited to, the following: (a) Formally obligate Reclamation to expend funds or change the funding level of the Agreement; (b) Approve through formal modification changes in the scope of work and/or budget; (c) Approve through formal modification any increase or decrease in the period of performance of the Agreement; (d) Approve through formal modification changes in any of the expressed terms, conditions, or specifications of the Agreement; (e) Be responsible for the overall administration, management, and other non -programmatic aspects of the Agreement including, but not limited to, interpretation of financial assistance statutes, regulations, circulars, policies, and terms of the Agreement; Where applicable, ensures that Reclamation complies with the administrative requirements required by statutes, regulations, circulars, policies, and terms of the Agreement. 9.2 Grants Management Specialist (GMS). The Grants Management Specialist is the primary administrative point of contact for this agreement and should be contacted regarding issues related to the day-to-day management of the agreement. Requests for approval regarding the terms and conditions of the agreement, including but not limited to modifications and prior approval, may only be granted, in writing, by a Reclamation Grants Officer. Please note that for some agreements, the Grants Officer and the Grants Management Specialist may be the same individual. Agreement No. R20AP00075 Agreement Template 2 0 C -1 5 (03/2019) Page 14 of 52 10. REPORTING REQUIREMENTS AND DISTRIBUTION 10.1 Noncompliance. Failure to comply with the reporting requirements contained in this Agreement may be considered a material noncompliance with the terms and conditions of the award. Noncompliance may result in withholding of payments pending receipt of required reports, denying both the use of funds and matching credit for all or part of the cost of the activity or action not in compliance, whole or partial suspension or termination of the Agreement, recovery of funds paid under the Agreement, withholding of fixture awards, or other legal remedies in accordance with 2 CFR 200.338. 10.2 Financial Reports. Federal Financial Reports shall be submitted by means of the SF-425 and shall be submitted according to the Report Frequency and Distribution schedule below. All financial reports shall be signed by an Authorized Certifying Official for the Recipient's organization. 10.3 Monitoring and Reporting Program Performance (2 CFR 200.328). (a) Monitoring by the non -Federal entity. The non -Federal entity is responsible for oversight of the operations of the Federal award supported activities. The non -Federal entity must monitor its activities under Federal awards to assure compliance with applicable Federal requirements and performance expectations are being achieved. Monitoring by the non - Federal entity must cover each program, function or activity. See also 200.331 Requirements for pass -through entities. (b) Non -construction performance reports. The Federal awarding agency must use standard, OMB -approved data elements for collection of performance information (including performance progress reports, Research Performance Progress Report, or such fixture collections as may be approved by OMB and listed on the OMB Web site). (1) The non -Federal entity must submit performance reports at the interval required by the Federal awarding agency or pass -through entity to best inform improvements in program outcomes and productivity. Intervals must be no less frequent than annually nor more frequent than quarterly except in unusual circumstances, for example where more frequent reporting is necessary for the effective monitoring of the Federal award or could significantly affect program outcomes. Annual reports must be due 90 calendar days after the reporting period; quarterly or semiannual reports must be due 30 calendar days after the reporting period. Alternatively, the Federal awarding agency or pass -through entity may require annual reports before the anniversary dates of multiple year Federal awards. The final performance report will be due 90 calendar days after the period of performance end date. If a justified request is submitted by a non -Federal entity, the Federal agency may extend the due date for any performance report. Agreement No. R20AP00075 Agreement Template 20 C -16 (03/2019) Page 15 of 52 (2) The non -Federal entity must submit performance reports using OMB -approved governmentwide standard information collections when providing performance information. As appropriate in accordance with above mentioned information collections, these reports will contain, for each Federal award, brief information on the following unless other collections are approved by OMB: (i) A comparison of actual accomplishments to the objectives of the Federal award established for the period. Where the accomplishments of the Federal award can be quantified, a computation of the cost (for example, related to units of accomplishment) may be required if that information will be useful. Where performance trend data and analysis would be informative to the Federal awarding agency program, the Federal awarding agency should include this as a performance reporting requirement. (ii) The reasons why established goals were not met, if appropriate. (iii) Additional pertinent information including, when appropriate, analysis and explanation of cost overruns or high unit costs. (c) Construction performance reports. For the most part, onsite technical inspections and certified percentage of completion data are relied on heavily by Federal awarding agencies and pass -through entities to monitor progress under Federal awards and subawards for construction. The Federal awarding agency may require additional performance reports only when considered necessary. (d) Significant developments. Events may occur between the scheduled performance reporting dates that have significant impact upon the supported activity. In such cases, the non -Federal entity must inform the Federal awarding agency or pass -through entity as soon as the following types of conditions become known: (1) Problems, delays, or adverse conditions which will materially impair the ability to meet the objective of the Federal award. This disclosure must include a statement of the action taken, or contemplated, and any assistance needed to resolve the situation. (2) Favorable developments which enable meeting time schedules and objectives sooner or at less cost than anticipated or producing more or different beneficial results than originally planned. Reclamation requires Performance reporting for all financial assistance awards, both Construction and non -Construction. Performance reports for Construction agreements shall meet the same minimum requirements outlined in 2 CFR 200.328(b)(2) above. Agreement No. R20AP00075 Agreement Template 20 C -17 (03/2019) Page 16 of 52 10.4 Report Frequency and Distribution. The following table sets forth the reporting requirements for this Agreement. Please note the first report due date listed for each type of report. Required Reports Interim Reports Final Report Performance Report Format No specific format required. See content Summary of activities completed requirements within Section 9.3 (2 CFR during the entire period of 200.328) above. performance is required. See content requirements within Section 9.3 2 CFR 200.328 above. Reporting Frequency Semi -Annual Final Report due within 90 days after the end of the period of performance. Reporting Period October 1 through March 31 and April 1 Entire period of performance through September 30. Due Date Within 30 days after the end of the Final Report due within 90 days Reporting Period. after the end of the period of performance or completion of the project. First Report Due The first performance report is due for N/A Date reporting eriod ending March 31, 2021. Submit to: Grants Officer at LCFA usbr.gov Grants Officer at LCFA@usbr.gov Federal Financial Re ort Format SF-425 (all sections must be completed) SF-425(all sections must be completed) Reporting Frequency Semi -Annual Final Report due within 90 days after the end of the period of performance. Reporting Period October 1 through March 31 and April 1 Entire period of performance through September 30. Due Date Within 30 days after the end of the Final Report due within 90 days Reporting Period. after the end of the period of performance or completion of project. First Report Due The first Federal financial report is due N/A Date for reporting period ending March 31, 2021. Submit to: Grants Officer at LCFA usbr. ov Grants Officer at LCFA usbr. ov Agreement No. R20AP00075 Agreement Template 20 C -18 (03/2019) Page 17 of 52 11. REGULATORY COMPLIANCE The Recipient agrees to comply or assist Reclamation with all regulatory compliance requirements and all applicable state, Federal, and local environmental and cultural and paleontological resource protection laws and regulations as applicable to this project. These may include, but are not limited to, the National Environmental Policy Act (NEPA), including the Council on Environmental Quality and Department of the Interior regulations implementing NEPA, the Clean Water Act, the Endangered Species Act, consultation with potentially affected Tribes, and consultation with the State Historic Preservation Office. If the Recipient begins project activities that require environmental or other regulatory compliance approval prior to receipt of written notice from the Grants Officer that all such clearances have been obtained, then Reclamation reserves the right to initiate remedies for non-compliance as defined by 2 CFR 200.338 up to and including unilateral termination of this agreement. 12. AGRICULTURAL OPERATIONS [Public Law 111-11, Section 9504(a)(3)(B)] The Recipient shall not use any associated water savings to increase the total irrigated acreage of the Recipient or otherwise increase the consumptive use of water in the operation of the Recipient, as determined pursuant to the law of the State in which the operation of Recipient is located. 13. TITLE TO IMPROVEMENTS [Public Law 111-11, Section 9504(a)(3)(D)] If the activities funded under this Agreement result in an infrastructure improvement to a federally owned facility, the Federal Government shall continue to hold title to the facility and improvements to the facility. 14. OPERATION AND MAINTENANCE COSTS [Public Law 111-11, Section 9504(a)(3)(E)(iv.)] The non -Federal share of the cost of operating and maintaining any infrastructure improvement funded through this Agreement shall be 100 percent. 15. LIABILITY [Public Law 111-11, Section 9504(a)(3)(F)] (a) IN GENERAL. Except as provided under chapter 171 of title 28, United States Code (commonly known as the "Federal Tort Claims Act'), the United States shall not be liable for monetary damages of any kind for any injury arising out of an act, omission, or occurrence that arises in relation to any facility created or improved under this Agreement, the title of which is not held by the United States. (b) TORT CLAIMS ACT. Nothing in this section increases the liability of the United States beyond that provided in chapter 171 of title 28, United States Code (commonly known as the "Federal Tort Claims Act'). Agreement No. R20AP00075 Agreement Template 20 C -19 (03/2019) Page 18 of 52 II. RECLAMATION STANDARD TERMS AND CONDITIONS 1. REGULATIONS The regulations at 2 CFR Subtitle A, Chapter II, Part 200 "Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards", are hereby incorporated by reference as though set forth in full text. Failure of a Recipient to comply with any applicable regulation or circular may be the basis for withholding payments for proper charges made by the Recipient and/or for termination of support. 2. PAYMENT 2.1 Payment (2 CFR 200.305). (a) For states, payments are governed by Treasury -State CMIA agreements and default procedures codified at 31 CFR Part 205 "Rules and Procedures for Efficient Federal -State Funds Transfers" and TFM 4A-2000 Overall Disbursing Rules for All Federal Agencies. (b) For non -Federal entities other than states, payments methods must minimize the time elapsing between the transfer of funds from the United States Treasury or the pass - through entity and the disbursement by the non -Federal entity whether the payment is made by electronic funds transfer, or issuance or redemption of checks, warrants, or payment by other means. See also 200.302 Financial management paragraph (b)(6). Except as noted elsewhere in this part, Federal agencies must require recipients to use only OMB -approved standard governmentwide information collection requests to request payment. (1) The non -Federal entity must be paid in advance, provided it maintains or demonstrates the willingness to maintain both written procedures that minimize the time elapsing between the transfer of funds and disbursement by the non -Federal entity, and financial management systems that meet the standards for fund control and accountability as established in this part. Advance payments to a non -Federal entity must be limited to the minimum amounts needed and be timed to be in accordance with the actual, immediate cash requirements of the non -Federal entity in carrying out the purpose of the approved program or project. The timing and amount of advance payments must be as close as is administratively feasible to the actual disbursements by the non -Federal entity for direct program or project costs and the proportionate share of any allowable indirect costs. The non -Federal entity must make timely payment to contractors in accordance with the contract provisions. Agreement No. R20AP00075 Agreement Template 2 U C -2 U (03/2019) Page 19 of 52 (2) Whenever possible, advance payments must be consolidated to cover anticipated cash needs for all Federal awards made by the Federal awarding agency to the recipient. (i) Advance payment mechanisms include, but are not limited to, Treasury check and electronic funds transfer and must comply with applicable guidance in 31 CFR part 208. (ii) Non -Federal entities must be authorized to submit requests for advance payments and reimbursements at least monthly when electronic fund transfers are not used, and as often as they like when electronic transfers are used, in accordance with the provisions of the Electronic Fund Transfer Act (15 U.S.C. 1693-1693r). (3) Reimbursement is the preferred method when the requirements in paragraph (b) cannot be met, when the Federal awarding agency sets a specific condition per 200.207 Specific conditions, or when the non -Federal entity requests payment by reimbursement. This method may be used on any Federal award for construction, or if the major portion of the construction project is accomplished through private market financing or Federal loans, and the Federal award constitutes a minor portion of the project. When the reimbursement method is used, the Federal awarding agency or pass -through entity must make payment within 30 calendar days after receipt of the billing, unless the Federal awarding agency or pass -through entity reasonably believes the request to be improper. (4) If the non -Federal entity cannot meet the criteria for advance payments and the Federal awarding agency or pass -through entity has determined that reimbursement is not feasible because the non -Federal entity lacks sufficient working capital, the Federal awarding agency or pass -through entity may provide cash on a working capital advance basis. Under this procedure, the Federal awarding agency or pass - through entity must advance cash payments to the non -Federal entity to cover its estimated disbursement needs for an initial period generally geared to the non -Federal entity's disbursing cycle. Thereafter, the Federal awarding agency or pass -through entity must reimburse the non -Federal entity for its actual cash disbursements. Use of the working capital advance method of payment requires that the pass -through entity provide timely advance payments to any subrecipients in order to meet the subrecipient's actual cash disbursements. The working capital advance method of payment must not be used by the pass -through entity if the reason for using this method is the unwillingness or inability of the pass -through entity to provide timely advance payments to the subrecipient to meet the subrecipient's actual cash disbursements. (5) Use of resources before requesting cash advance payments. To the extent available, the non -Federal entity must disburse funds available from program income (including repayments to a revolving fixnd), rebates, refunds, contract settlements, audit recoveries, and interest earned on such funds before requesting additional cash payments. Agreement No. R20AP00075 Agreement Template 20 C -21 (03/2019) Page 20 of 52 (6) Unless otherwise required by Federal statutes, payments for allowable costs by non - Federal entities must not be withheld at any time during the period of performance unless the conditions of 200.207 Specific conditions, Subpart D Post Federal Award Requirements of this part, 200.338 Remedies for Noncompliance, or one or more of the following applies: (i) The non -Federal entity has failed to comply with the project objectives, Federal statutes, regulations, or the terms and conditions of the Federal award. (ii) The non -Federal entity is delinquent in a debt to the United States as defined in OMB Guidance A-129, "Policies for Federal Credit Programs and Non -Tax Receivables." Under such conditions, the Federal awarding agency or pass - through entity may, upon reasonable notice, inform the non -Federal entity that payments must not be made for obligations incurred after a specified date until the conditions are corrected or the indebtedness to the Federal Government is liquidated. (iii) A payment withheld for failure to comply with Federal award conditions, but without suspension of the Federal award, must be released to the non -Federal entity upon subsequent compliance. When a Federal award is suspended, payment adjustments will be made in accordance with 200.342 Effects of suspension and termination. (iv) A payment must not be made to a non -Federal entity for amounts that are withheld by the non -Federal entity from payment to contractors to assure satisfactory completion of work. A payment must be made when the non -Federal entity actually disburses the withheld funds to the contractors or to escrow accounts established to assure satisfactory completion of work. (7) Standards governing the use of banks and other institutions as depositories of advance payments under Federal awards are as follows. (i) The Federal awarding agency and pass -through entity must not require separate depository accounts for funds provided to a non -Federal entity or establish any eligibility requirements for depositories for funds provided to the non -Federal entity. However, the non -Federal entity must be able to account for the receipt, obligation and expenditure of funds. (ii) Advance payments of Federal funds must be deposited and maintained in insured accounts whenever possible. (8) The non -Federal entity must maintain advance payments of Federal awards in interest -bearing accounts, unless the following apply. Agreement No. R20AP00075 Agreement Template 2 U C -22 (03/2019) Page 21 of 52 (i) The non -Federal entity receives less than $120,000 in Federal awards per year. (ii) The best reasonably available interest -bearing account would not be expected to earn interest in excess of $500 per year on Federal cash balances. (iii) The depository would require an average or minimum balance so high that it would not be feasible within the expected Federal and non -Federal cash resources. (iv) A foreign government or banking system prohibits or precludes interest bearing accounts. (9) Interest earned amounts up to $500 per year may be retained by the non -Federal entity for administrative expense. Any additional interest earned on Federal advance payments deposited in interest -bearing accounts must be remitted annually to the Department of Health and Human Services Payment Management System (PMS) through an electronic medium using either Automated Clearing House (ACH) network or a Fedwire Funds Service payment. Remittances must include pertinent information of the payee and nature of payment in the memo area (often referred to as "addenda records" by Financial Institutions) as that will assist in the timely posting of interested earned on federal funds. Pertinent details include the Payee Account Number (PAN) if the payment originated from PMS, or Agency information if the payment originated from ASAP, NSF or another federal agency payment system. The remittance must be submitted as follows: (i) For ACH Returns: Routing Number: 051036706 Account number: 303000 Bank Name and Location: Credit Gateway ACH Receiver St. Paul, MN (ii) For Fedwire Returns*: Routing Number: 021030004 Account number: 75010501 Bank Name and Location: Federal Reserve Bank Treas NYC/Funds Transfer Division New York, NY (* Please note organization initiating payment is likely to incur a charge from your Financial Institution for this type of payment) (iii) For International ACH Returns: Beneficiary Account: Federal Reserve Bank of New York/ITS (FRBNY/ITS) Bank: Citibank N.A. (New York) Swift Code: CITIUS33 Account Number: 36838868 Bank Address: 388 Greenwich Street, New York, NY 10013 USA Payment Details (Line 70): Agency Name (abbreviated when possible) and ALC Agency POC: Michelle Haney, (301)492-5065 Agreement No. R20AP00075 Agreement Template 2 U C -2 3 (03/2019) Page 22 of 52 (iv) For recipients that do not have electronic remittance capability, please make check** payable to: "The Department of Health and Human Services." Mail Check to Treasury approved lockbox: HHS Program Support Center, P.O. Box 530231, Atlanta, GA 30353-0231 (* * Please allow 4-6 weeks for processing of a payment by check to be applied to the appropriate PMS account) (v) Any additional information/instructions may be found on the PMS Web site at hftp://w-ww.dpm.psc.gov/. 2.2 Payment Method. Recipients must utilize the Department of Treasury Automated Standard Application for Payments (ASAP) payment system to request advance or reimbursement payments. ASAP is a Recipient -initiated payment and information system designed to provide a single point of contact for the request and delivery of Federal funds. ASAP is the only allowable method for request and receipt of payment. Recipient procedures must minimize the time elapsing between the drawdown of Federal funds and the disbursement for agreement purposes. In accordance with 2 CFR 25.200(b)(2) the Recipient shall "Maintain an active SAM registration with current information at all times during which it has an active Federal award or an application or plan under consideration by an agency". If the Recipient allows their SAM registration to lapse, the Recipient's accounts within ASAP will be automatically suspended by Reclamation until such time as the Recipient renews their SAM registration. 3. PROCUREMENT STANDARDS (2 CFR 200.317 through 200.326) 200.317 Procurements by States. When procuring property and services under a Federal award, a state must follow the same policies and procedures it uses for procurements from its non -Federal funds. The state will comply with 200.322 Procurement of recovered materials and ensure that every purchase order or other contract includes any clauses required by section 200.326 Contract provisions. All other non -Federal entities, including subrecipients of a state, will follow 200.318 General procurement standards through 200.326 Contract provisions. 200.318 General procurement standards. (a) The non -Federal entity must use its own documented procurement procedures which reflect applicable State, local, and tribal laws and regulations, provided that the procurements conform to applicable Federal law and the standards identified in this part. (b) Non -Federal entities must maintain oversight to ensure that contractors perform in accordance with the terms, conditions, and specifications of their contracts or purchase orders. Agreement No. R20AP00075 Agreement Template 20 C -24 (03/2019) Page 23 of 52 (c) (1) The non -Federal entity must maintain written standards of conduct covering conflicts of interest and governing the actions of its employees engaged in the selection, award and administration of contracts. No employee, officer, or agent may participate in the selection, award, or administration of a contract supported by a Federal award if he or she has a real or apparent conflict of interest. Such a conflict of interest would arise when the employee, officer, or agent, any member of his or her immediate family, his or her partner, or an organization which employs or is about to employ any of the parties indicated herein, has a financial or other interest in or a tangible personal benefit from a firm considered for a contract. The officers, employees, and agents of the non -Federal entity may neither solicit nor accept gratuities, favors, or anything of monetary value from contractors or parties to subcontracts. However, non -Federal entities may set standards for situations in which the financial interest is not substantial or the gift is an unsolicited item of nominal value. The standards of conduct must provide for disciplinary actions to be applied for violations of such standards by officers, employees, or agents of the non -Federal entity. (2) If the non -Federal entity has a parent, affiliate, or subsidiary organization that is not a state, local government, or Indian tribe, the non -Federal entity must also maintain written standards of conduct covering organizational conflicts of interest. Organizational conflicts of interest means that because of relationships with a parent company, affiliate, or subsidiary organization, the non -Federal entity is unable or appears to be unable to be impartial in conducting a procurement action involving a related organization. (d) The non -Federal entity's procedures must avoid acquisition of unnecessary or duplicative items. Consideration should be given to consolidating or breaking out procurements to obtain a more economical purchase. Where appropriate, an analysis will be made of lease versus purchase alternatives, and any other appropriate analysis to determine the most economical approach. (e) To foster greater economy and efficiency, and in accordance with efforts to promote cost- effective use of shared services across the Federal Government, the non -Federal entity is encouraged to enter into state and local intergovernmental agreements or inter -entity agreements where appropriate for procurement or use of common or shared goods and services. (f) The non -Federal entity is encouraged to use Federal excess and surplus property in lieu of purchasing new equipment and property whenever such use is feasible and reduces project costs. (g) The non -Federal entity is encouraged to use value engineering clauses in contracts for construction projects of sufficient size to offer reasonable opportunities for cost reductions. Value engineering is a systematic and creative analysis of each contract item or task to ensure that its essential function is provided at the overall lower cost. Agreement No. R20AP00075 Agreement Template 20 C -2 5 (03/2019) Page 24 of 52 (h) The non -Federal entity must award contracts only to responsible contractors possessing the ability to perform successfully under the terms and conditions of a proposed procurement. Consideration will be given to such matters as contractor integrity, compliance with public policy, record of past performance, and financial and technical resources. See also 200.212 Suspension and debarment. (i) The non -Federal entity must maintain records sufficient to detail the history of procurement. These records will include, but are not necessarily limited to the following: rationale for the method of procurement, selection of contract type, contractor selection or rejection, and the basis for the contract price. 6) (1) The non -Federal entity may use a time and materials type contract only after a determination that no other contract is suitable and if the contract includes a ceiling price that the contractor exceeds at its own risk. Time and materials type contract means a contract whose cost to a non -Federal entity is the sum of: (i) The actual cost of materials; and (ii) Direct labor hours charged at fixed hourly rates that reflect wages, general and administrative expenses, and profit. (2) Since this formula generates an open-ended contract price, a time -and -materials contract provides no positive profit incentive to the contractor for cost control or labor efficiency. Therefore, each contract must set a ceiling price that the contractor exceeds at its own risk. Further, the non -Federal entity awarding such a contract must assert a high degree of oversight in order to obtain reasonable assurance that the contractor is using efficient methods and effective cost controls. (k) The non -Federal entity alone must be responsible, in accordance with good administrative practice and sound business judgment, for the settlement of all contractual and administrative issues arising out of procurements. These issues include, but are not limited to, source evaluation, protests, disputes, and claims. These standards do not relieve the non -Federal entity of any contractual responsibilities under its contracts. The Federal awarding agency will not substitute its judgment for that of the non -Federal entity unless the matter is primarily a Federal concern. Violations of law will be referred to the local, state, or Federal authority having proper jurisdiction. Agreement No. R20AP00075 Agreement Template 2 U C -26 (03/2019) Page 25 of 52 200.319 Competition. (a) All procurement transactions must be conducted in a manner providing full and open competition consistent with the standards of this section. In order to ensure objective contractor performance and eliminate unfair competitive advantage, contractors that develop or draft specifications, requirements, statements of work, or invitations for bids or requests for proposals must be excluded from competing for such procurements. Some of the situations considered to be restrictive of competition include but are not limited to: (1) Placing unreasonable requirements on firms in order for them to qualify to do business; (2) Requiring unnecessary experience and excessive bonding; (3) Noncompetitive pricing practices between firms or between affiliated companies; (4) Noncompetitive contracts to consultants that are on retainer contracts; (5) Organizational conflicts of interest; (6) Specifying only a "brand name" product instead of allowing "an equal" product to be offered and describing the performance or other relevant requirements of the procurement; and (7) Any arbitrary action in the procurement process. (b) The non -Federal entity must conduct procurements in a manner that prohibits the use of statutorily or administratively imposed state, local, or tribal geographical preferences in the evaluation of bids or proposals, except in those cases where applicable Federal statutes expressly mandate or encourage geographic preference. Nothing in this section preempts state licensing laws. When contracting for architectural and engineering (A/E) services, geographic location may be a selection criterion provided its application leaves an appropriate number of qualified firms, given the nature and size of the project, to compete for the contract. (c) The non -Federal entity must have written procedures for procurement transactions. These procedures must ensure that all solicitations: (1) Incorporate a clear and accurate description of the technical requirements for the material, product, or service to be procured. Such description must not, in competitive procurements, contain features which unduly restrict competition. The description may include a statement of the qualitative nature of the material, product or service to be procured and, when necessary, must set forth those minimum essential characteristics and standards to which it must conform if it is to satisfy its intended use. Detailed product specifications should be avoided if at all possible. When it is impractical or uneconomical to make a clear and accurate description of the technical requirements, a "brand name or equivalent" description may be used as a means to Agreement No. R20AP00075 Agreement Template 2 U C -27 (03/2019) Page 26 of 52 define the performance or other salient requirements of procurement. The specific features of the named brand which must be met by offers must be clearly stated; and (2) Identify all requirements which the offerors must fulfill and all other factors to be used in evaluating bids or proposals. (d) The non -Federal entity must ensure that all prequalified lists of persons, firms, or products which are used in acquiring goods and services are current and include enough qualified sources to ensure maximum open and free competition. Also, the non -Federal entity must not preclude potential bidders from qualifying during the solicitation period. [78 FR 78608, Dec. 26, 2013, as amended at 79 FR 75885, Dec. 19, 2014] 200.320 Methods of procurement to be followed. The non -Federal entity must use one of the following methods of procurement. (a) Procurement by micro -purchases. Procurement by micro -purchase is the acquisition of supplies or services, the aggregate dollar amount of which does not exceed the micro - purchase threshold (200.67 Micro -purchase). To the extent practicable, the non -Federal entity must distribute micro -purchases equitably among qualified suppliers. Micro - purchases may be awarded without soliciting competitive quotations if the non -Federal entity considers the price to be reasonable. (b) Procurement by small purchase procedures. Small purchase procedures are those relatively simple and informal procurement methods for securing services, supplies, or other property that do not cost more than the Simplified Acquisition Threshold. If small purchase procedures are used, price or rate quotations must be obtained from an adequate number of qualified sources. (c) Procurement by sealed bids (formal advertising). Bids are publicly solicited and a firm fixed price contract (lump sum or unit price) is awarded to the responsible bidder whose bid, conforming with all the material terms and conditions of the invitation for bids, is the lowest in price. The sealed bid method is the preferred method for procuring construction, if the conditions in paragraph (c)(1) of this section apply. (1) In order for sealed bidding to be feasible, the following conditions should be present: (i) A complete, adequate, and realistic specification or purchase description is available; (ii) Two or more responsible bidders are willing and able to compete effectively for the business; and (iii) The procurement lends itself to a firm fixed price contract and the selection of the successful bidder can be made principally on the basis of price. Agreement No. R20AP00075 Agreement Template 2 U C -28 (03/2019) Page 27 of 52 (2) If sealed bids are used, the following requirements apply: (i) Bids must be solicited from an adequate number of known suppliers, providing them sufficient response time prior to the date set for opening the bids, for state, local, and tribal governments, the invitation for bids must be publically advertised; (ii) The invitation for bids, which will include any specifications and pertinent attachments, must define the items or services in order for the bidder to properly respond; (iii) All bids will be opened at the time and place prescribed in the invitation for bids, and for local and tribal governments, the bids must be opened publicly; (iv) A firm fixed price contract award will be made in writing to the lowest responsive and responsible bidder. Where specified in bidding documents, factors such as discounts, transportation cost, and life cycle costs must be considered in determining which bid is lowest. Payment discounts will only be used to determine the low bid when prior experience indicates that such discounts are usually taken advantage of, and (v) Any or all bids may be rejected if there is a sound documented reason. (d) Procurement by competitive proposals. The technique of competitive proposals is normally conducted with more than one source submitting an offer, and either a fixed price or cost -reimbursement type contract is awarded. It is generally used when conditions are not appropriate for the use of sealed bids. If this method is used, the following requirements apply: (1) Requests for proposals must be publicized and identify all evaluation factors and their relative importance. Any response to publicized requests for proposals must be considered to the maximum extent practical; (2) Proposals must be solicited from an adequate number of qualified sources; (3) The non -Federal entity must have a written method for conducting technical evaluations of the proposals received and for selecting recipients; (4) Contracts must be awarded to the responsible firm whose proposal is most advantageous to the program, with price and other factors considered; and (5) The non -Federal entity may use competitive proposal procedures for qualifications - based procurement of architectural/engineering (A/E) professional services whereby competitors' qualifications are evaluated and the most qualified competitor is selected, subject to negotiation of fair and reasonable compensation. The method, Agreement No. R20AP00075 Agreement Template 2 U C -29 (03/2019) Page 28 of 52 where price is not used as a selection factor, can only be used in procurement of A/E professional services. It cannot be used to purchase other types of services though A/E firms are a potential source to perform the proposed effort. (e) [Reserved] (f) Procurement by noncompetitive proposals. Procurement by noncompetitive proposals is procurement through solicitation of a proposal from only one source and may be used only when one or more of the following circumstances apply: (1) The item is available only from a single source; (2) The public exigency or emergency for the requirement will not permit a delay resulting from competitive solicitation; (3) The Federal awarding agency or pass -through entity expressly authorizes noncompetitive proposals in response to a written request from the non -Federal entity; or (4) After solicitation of a number of sources, competition is determined inadequate. [78 FR 78608, Dec. 26, 2013, as amended at 79 FR 75885, Dec. 19, 2014] 200.321 Contracting with small and minority businesses, women's business enterprises, and labor surplus area firms. (a) The non -Federal entity must take all necessary affirmative steps to assure that minority businesses, women's business enterprises, and labor surplus area firms are used when possible. (b) Affirmative steps must include: (1) Placing qualified small and minority businesses and women's business enterprises on solicitation lists; (2) Assuring that small and minority businesses, and women's business enterprises are solicited whenever they are potential sources; (3) Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and minority businesses, and women's business enterprises; (4) Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women's business enterprises; Agreement No. R20AP00075 Agreement Template 2 0 C— V 0 (03/2019) Page 29 of 52 (5) Using the services and assistance, as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce; and (6) Requiring the prime contractor, if subcontracts are to be let, to take the affirmative steps listed in paragraphs (1) through (5) of this section. 200.322 Procurement of recovered materials. A non -Federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. [78 FR 78608, Dec. 26, 2013, as amended at 79 FR 75885, Dec. 19, 2014] 200.323 Contract cost and price. (a) The non -Federal entity must perform a cost or price analysis in connection with every procurement action in excess of the Simplified Acquisition Threshold including contract modifications. The method and degree of analysis is dependent on the facts surrounding the particular procurement situation, but as a starting point, the non -Federal entity must make independent estimates before receiving bids or proposals. (b) The non -Federal entity must negotiate profit as a separate element of the price for each contract in which there is no price competition and in all cases where cost analysis is performed. To establish a fair and reasonable profit, consideration must be given to the complexity of the work to be performed, the risk home by the contractor, the contractor's investment, the amount of subcontracting, the quality of its record of past performance, and industry profit rates in the surrounding geographical area for similar work. (c) Costs or prices based on estimated costs for contracts under the Federal award are allowable only to the extent that costs incurred or cost estimates included in negotiated prices would be allowable for the non -Federal entity under Subpart E Cost Principles of this part. The non -Federal entity may reference its own cost principles that comply with the Federal cost principles. (d) The cost plus a percentage of cost and percentage of construction cost methods of contracting must not be used. Agreement No. R20AP00075 Agreement Template 2 0 C -31 (03/2019) Page 30 of 52 200.324 Federal awarding agency or pass -through entity review. (a) The non -Federal entity must make available, upon request of the Federal awarding agency or pass -through entity, technical specifications on proposed procurements where the Federal awarding agency or pass -through entity believes such review is needed to ensure that the item or service specified is the one being proposed for acquisition. This review generally will take place prior to the time the specification is incorporated into a solicitation document. However, if the non -Federal entity desires to have the review accomplished after a solicitation has been developed, the Federal awarding agency or pass -through entity may still review the specifications, with such review usually limited to the technical aspects of the proposed purchase. (b) The non -Federal entity must make available upon request, for the Federal awarding agency or pass -through entity pre -procurement review, procurement documents, such as requests for proposals or invitations for bids, or independent cost estimates, when: (1) The non -Federal entity's procurement procedures or operation fails to comply with the procurement standards in this part; (2) The procurement is expected to exceed the Simplified Acquisition Threshold and is to be awarded without competition or only one bid or offer is received in response to a solicitation; (3) The procurement, which is expected to exceed the Simplified Acquisition Threshold, specifies a "brand name" product; (4) The proposed contract is more than the Simplified Acquisition Threshold and is to be awarded to other than the apparent low bidder under a sealed bid procurement; or (5) A proposed contract modification changes the scope of a contract or increases the contract amount by more than the Simplified Acquisition Threshold. (c) The non -Federal entity is exempt from the pre -procurement review in paragraph (b) of this section if the Federal awarding agency or pass -through entity determines that its procurement systems comply with the standards of this part. (1) The non -Federal entity may request that its procurement system be reviewed by the Federal awarding agency or pass -through entity to determine whether its system meets these standards in order for its system to be certified. Generally, these reviews must occur where there is continuous high -dollar funding, and third party contracts are awarded on a regular basis; Agreement No. R20AP00075 Agreement Template 20 C -32 (03/2019) Page 31 of 52 (2) The non -Federal entity may self -certify its procurement system. Such self - certification must not limit the Federal awarding agency's right to survey the system. Under a self -certification procedure, the Federal awarding agency may rely on written assurances from the non -Federal entity that it is complying with these standards. The non -Federal entity must cite specific policies, procedures, regulations, or standards as being in compliance with these requirements and have its system available for review. 200.325 Bonding requirements. For construction or facility improvement contracts or subcontracts exceeding the Simplified Acquisition Threshold, the Federal awarding agency or pass -through entity may accept the bonding policy and requirements of the non -Federal entity provided that the Federal awarding agency or pass -through entity has made a determination that the Federal interest is adequately protected. If such a determination has not been made, the minimum requirements must be as follows: (a) A bid guarantee from each bidder equivalent to five percent of the bid price. The "bid guarantee" must consist of a firm commitment such as a bid bond, certified check, or other negotiable instrument accompanying a bid as assurance that the bidder will, upon acceptance of the bid, execute such contractual documents as may be required within the time specified. (b) A performance bond on the part of the contractor for 100 percent of the contract price. A "performance bond" is one executed in connection with a contract to secure fulfillment of all the contractor's obligations under such contract. (c) A payment bond on the part of the contractor for 100 percent of the contract price. A "payment bond" is one executed in connection with a contract to assure payment as required by law of all persons supplying labor and material in the execution of the work provided for in the contract. 200.326 Contract provisions. The non -Federal entity's contracts must contain the applicable provisions described in Appendix II to Part 200—Contract Provisions for non -Federal Entity Contracts Under Federal Awards. 4. EQUIPMENT (2 CFR 200.313) See also 200.439 Equipment and other capital expenditures. (a) Title. Subject to the obligations and conditions set forth in this section, title to equipment acquired under a Federal award will vest upon acquisition in the non -Federal entity. Unless a statute specifically authorizes the Federal agency to vest title in the non -Federal entity without further obligation to the Federal Government, and the Federal agency elects to do so, the title must be a conditional title. Title must vest in the non -Federal entity subject to the following conditions: Agreement No. R20AP00075 Agreement Template 2 0 C -33 (03/2019) Page 32 of 52 (1) Use the equipment for the authorized purposes of the project during the period of performance, or until the property is no longer needed for the purposes of the project. (2) Not encumber the property without approval of the Federal awarding agency or pass - through entity. (3) Use and dispose of the property in accordance with paragraphs (b), (c) and (e) of this section. (b) A state must use, manage and dispose of equipment acquired under a Federal award by the state in accordance with state laws and procedures. Other non -Federal entities must follow paragraphs (c) through (e) of this section. (c) Use. (1) Equipment must be used by the non -Federal entity in the program or project for which it was acquired as long as needed, whether or not the project or program continues to be supported by the Federal award, and the non -Federal entity must not encumber the property without prior approval of the Federal awarding agency. When no longer needed for the original program or project, the equipment may be used in other activities supported by the Federal awarding agency, in the following order of priority: (i) Activities under a Federal award from the Federal awarding agency which funded the original program or project, then (ii) Activities under Federal awards from other Federal awarding agencies. This includes consolidated equipment for information technology systems. (2) During the time that equipment is used on the project or program for which it was acquired, the non -Federal entity must also make equipment available for use on other projects or programs currently or previously supported by the Federal Government, provided that such use will not interfere with the work on the projects or program for which it was originally acquired. First preference for other use must be given to other programs or projects supported by Federal awarding agency that financed the equipment and second preference must be given to programs or projects under Federal awards from other Federal awarding agencies. Use for non -federally -funded programs or projects is also permissible. User fees should be considered if appropriate. (3) Notwithstanding the encouragement in 200.307 Program income to earn program income, the non -Federal entity must not use equipment acquired with the Federal award to provide services for a fee that is less than private companies charge for equivalent services unless specifically authorized by Federal statute for as long as the Federal Government retains an interest in the equipment. Agreement No. R20AP00075 Agreement Template 20 C -34 (03/2019) Page 33 of 52 (4) When acquiring replacement equipment, the non -Federal entity may use the equipment to be replaced as a trade-in or sell the property and use the proceeds to offset the cost of the replacement property. (d) Management requirements. Procedures for managing equipment (including replacement equipment), whether acquired in whole or in part under a Federal award, until disposition takes place will, as a minimum, meet the following requirements: (1) Property records must be maintained that include a description of the property, a serial number or other identification number, the source of funding for the property (including the FAIN), who holds title, the acquisition date, and cost of the property, percentage of Federal participation in the project costs for the Federal award under which the property was acquired, the location, use and condition of the property, and any ultimate disposition data including the date of disposal and sale price of the property. (2) A physical inventory of the property must be taken and the results reconciled with the property records at least once every two years. (3) A control system must be developed to ensure adequate safeguards to prevent loss, damage, or theft of the property. Any loss, damage, or theft must be investigated. (4) Adequate maintenance procedures must be developed to keep the property in good condition. (5) If the non -Federal entity is authorized or required to sell the property, proper sales procedures must be established to ensure the highest possible return. (e) Disposition. When original or replacement equipment acquired under a Federal award is no longer needed for the original project or program or for other activities currently or previously supported by a Federal awarding agency, except as otherwise provided in Federal statutes, regulations, or Federal awarding agency disposition instructions, the non -Federal entity must request disposition instructions from the Federal awarding agency if required by the terms and conditions of the Federal award. Disposition of the equipment will be made as follows, in accordance with Federal awarding agency disposition instructions: (1) Items of equipment with a current per unit fair market value of $5,000 or less may be retained, sold or otherwise disposed of with no further obligation to the Federal awarding agency. (2) Except as provided in 200.312 Federally -owned and exempt property, paragraph (b), or if the Federal awarding agency fails to provide requested disposition instructions within 120 days, items of equipment with a current per -unit fair -market value in excess of $5,000 may be retained by the non -Federal entity or sold. The Federal awarding agency is entitled to an amount calculated by multiplying the current market Agreement No. R20AP00075 Agreement Template 2 0 C -3 5 (03/2019) Page 34 of 52 value or proceeds from sale by the Federal awarding agency's percentage of participation in the cost of the original purchase. If the equipment is sold, the Federal awarding agency may permit the non -Federal entity to deduct and retain from the Federal share $500 or ten percent of the proceeds, whichever is less, for its selling and handling expenses. (3) The non -Federal entity may transfer title to the property to the Federal Government or to an eligible third party provided that, in such cases, the non -Federal entity must be entitled to compensation for its attributable percentage of the current fair market value of the property. (4) In cases where a non -Federal entity fails to take appropriate disposition actions, the Federal awarding agency may direct the non -Federal entity to take disposition actions. [78 FR 78608, Dec. 26, 2013, as amended at 79 FR 75884, Dec. 19, 2014] 5. SUPPLIES (2 CFR 200.314) See also 200.453 Materials and supplies costs, including costs of computing devices. (a) Title to supplies will vest in the non -Federal entity upon acquisition. If there is a residual inventory of unused supplies exceeding $5,000 in total aggregate value upon termination or completion of the project or program and the supplies are not needed for any other Federal award, the non -Federal entity must retain the supplies for use on other activities or sell them, but must, in either case, compensate the Federal Government for its share. The amount of compensation must be computed in the same manner as for equipment. See 200.313 Equipment, paragraph (e)(2) for the calculation methodology. (b) As long as the Federal Government retains an interest in the supplies, the non -Federal entity must not use supplies acquired under a Federal award to provide services to other organizations for a fee that is less than private companies charge for equivalent services, unless specifically authorized by Federal statute. 6. INSPECTION Reclamation has the right to inspect and evaluate the work performed or being performed under this Agreement, and the premises where the work is being performed, at all reasonable times and in a manner that will not unduly delay the work. If Reclamation performs inspection or evaluation on the premises of the Recipient or a sub -Recipient, the Recipient shall furnish and shall require sub -recipients to furnish all reasonable facilities and assistance for the safe and convenient performance of these duties. Agreement No. R20AP00075 Agreement Template 2 0 C -36 (03/2019) Page 35 of 52 7. AUDIT REQUIREMENTS (2 CFR 200.501) (a) Audit required. A non -Federal entity that expends $750,000 or more during the non - Federal entity's fiscal year in Federal awards must have a single or program -specific audit conducted for that year in accordance with the provisions of this part. (b) Single audit. A non -Federal entity that expends $750,000 or more during the non -Federal entity's fiscal year in Federal awards must have a single audit conducted in accordance with 200.514 Scope of audit except when it elects to have a program -specific audit conducted in accordance with paragraph (c) of this section. (c) Program -specific audit election. When an auditee expends Federal awards under only one Federal program (excluding R&D) and the Federal program's statutes, regulations, or the terms and conditions of the Federal award do not require a financial statement audit of the auditee, the auditee may elect to have a program -specific audit conducted in accordance with 200.507 Program -specific audits. A program -specific audit may not be elected for R&D unless all of the Federal awards expended were received from the same Federal agency, or the same Federal agency and the same pass -through entity, and that Federal agency, or pass -through entity in the case of a subrecipient, approves in advance a program -specific audit. (d) Exemption when Federal awards expended are less than $750,000. A non -Federal entity that expends less than $750,000 during the non -Federal entity's fiscal year in Federal awards is exempt from Federal audit requirements for that year, except as noted in 200.503 Relation to other audit requirements, but records must be available for review or audit by appropriate officials of the Federal agency, pass -through entity, and Government Accountability Office (GAO). (e) Federally Funded Research and Development Centers (FFRDC). Management of an auditee that owns or operates a FFRDC may elect to treat the FFRDC as a separate entity for purposes of this part. (f) Subrecipients and Contractors. An auditee may simultaneously be a recipient, a subrecipient, and a contractor. Federal awards expended as a recipient or a subrecipient are subject to audit under this part. The payments received for goods or services provided as a contractor are not Federal awards. Section 200.330 Subrecipient and contractor determinations sets forth the considerations in determining whether payments constitute a Federal award or a payment for goods or services provided as a contractor. (g) Compliance responsibility for contractors. In most cases, the auditee's compliance responsibility for contractors is only to ensure that the procurement, receipt, and payment for goods and services comply with Federal statutes, regulations, and the terms and conditions of Federal awards. Federal award compliance requirements normally do not pass through to contractors. However, the auditee is responsible for ensuring compliance for procurement transactions which are structured such that the contractor is responsible for program compliance or the contractor's records must be reviewed to determine Agreement No. R20AP00075 Agreement Template 20 C -37 (03/2019) Page 36 of 52 program compliance. Also, when these procurement transactions relate to a major program, the scope of the audit must include determining whether these transactions are in compliance with Federal statutes, regulations, and the terms and conditions of Federal awards. (h) For -profit subrecipient. Since this part does not apply to for -profit subrecipients, the pass - through entity is responsible for establishing requirements, as necessary, to ensure compliance by for -profit subrecipients. The agreement with the for -profit subrecipient must describe applicable compliance requirements and the for -profit subrecipient's compliance responsibility. Methods to ensure compliance for Federal awards made to for - profit subrecipients may include pre -award audits, monitoring during the agreement, and post -award audits. See also 200.331 Requirements for pass -through entities. [78 FR 78608, Dec. 26, 2013, as amended at 79 FR 75887, Dec. 19, 2014] 8. REMEDIES FOR NONCOMPLIANCE (2 CFR 200.338) 200.338 Remedies for noncompliance. If a non -Federal entity fails to comply with Federal statutes, regulations or the terms and conditions of a Federal award, the Federal awarding agency or pass -through entity may impose additional conditions, as described in 200.207 Specific conditions. If the Federal awarding agency or pass -through entity determines that noncompliance cannot be remedied by imposing additional conditions, the Federal awarding agency or pass -through entity may take one or more of the following actions, as appropriate in the circumstances: (a) Temporarily withhold cash payments pending correction of the deficiency by the non - Federal entity or more severe enforcement action by the Federal awarding agency or pass -through entity. (b) Disallow (that is, deny both use of funds and any applicable matching credit for) all or part of the cost of the activity or action not in compliance. (c) Wholly or partly suspend or terminate the Federal award. (d) Initiate suspension or debarment proceedings as authorized under 2 CFR part 180 and Federal awarding agency regulations (or in the case of a pass -through entity, recommend such a proceeding be initiated by a Federal awarding agency). (e) Withhold further Federal awards for the project or program. (f) Take other remedies that may be legally available. Agreement No. R20AP00075 Agreement Template 20 C -38 (03/2019) Page 37 of 52 9. TERMINATION (2 CFR 200.339) (a) The Federal award may be terminated in whole or in part as follows: (1) By the Federal awarding agency or pass -through entity, if a non -Federal entity fails to comply with the terms and conditions of a Federal award; (2) By the Federal awarding agency or pass -through entity for cause; (3) By the Federal awarding agency or pass -through entity with the consent of the non - Federal entity, in which case the two parties must agree upon the termination conditions, including the effective date and, in the case of partial termination, the portion to be terminated; or (4) By the non -Federal entity upon sending to the Federal awarding agency or pass - through entity written notification setting forth the reasons for such termination, the effective date, and, in the case of partial termination, the portion to be terminated. However, if the Federal awarding agency or pass -through entity determines in the case of partial termination that the reduced or modified portion of the Federal award or subaward will not accomplish the purposes for which the Federal award was made, the Federal awarding agency or pass -through entity may terminate the Federal award in its entirety. (b) When a Federal award is terminated or partially terminated, both the Federal awarding agency or pass -through entity and the non -Federal entity remain responsible for compliance with the requirements in 200.343 Closeout and 200.344 Post -closeout adjustments and continuing responsibilities. 10. DEBARMENT AND SUSPENSION (2 CFR 1400) The Department of the Interior regulations at 2 CFR 1400--Govemmentwide Debarment and Suspension (Nonprocurement), which adopt the common rule for the govemmentwide system of debarment and suspension for nonprocurement activities, are hereby incorporated by reference and made a part of this Agreement. By entering into this grant or cooperative Agreement with the Bureau of Reclamation, the Recipient agrees to comply with 2 CFR 1400, Subpart C, and agrees to include a similar term or condition in all lower -tier covered transactions. These regulations are available at http://www.gpoaccess.gov/ecfr/. 11. DRUG -FREE WORKPLACE (2 CFR 182 and 1401) The Department of the Interior regulations at 2 CFR 1401—Governmentwide Requirements for Drug -Free Workplace (Financial Assistance), which adopt the portion of the Drug -Free Workplace Act of 1988 (41 U.S.C. 701 et seq, as amended) applicable to grants and cooperative agreements, are hereby incorporated by reference and made a part of this agreement. By entering into this grant or cooperative agreement with the Bureau of Reclamation, the Recipient agrees to comply with 2 CFR 182. Agreement No. R20AP00075 Agreement Template 2 0 C -39 (03/2019) Page 38 of 52 12. ASSURANCES AND CERTIFICATIONS INCORPORATED BY REFERENCE The provisions of the Assurances, SF 424B or SF 424D as applicable, executed by the Recipient in connection with this Agreement shall apply with full force and effect to this Agreement. All anti -discrimination and equal opportunity statutes, regulations, and Executive Orders that apply to the expenditure of funds under Federal contracts, grants, and cooperative Agreements, loans, and other forms of Federal assistance. The Recipient shall comply with Title VI or the Civil Rights Act of 1964, Title IX of the Education Amendments of 1972, Section 504 of the Rehabilitation Act of 1973, the Age Discrimination Act of 1975, and any program -specific statutes with anti -discrimination requirements. The Recipient shall comply with civil rights laws including, but not limited to, the Fair Housing Act, the Fair Credit Reporting Act, the Americans with Disabilities Act, Title VII of the Civil Rights Act of 1964, the Equal Educational Opportunities Act, the Age Discrimination in Employment Act, and the Uniform Relocation Act. Such Assurances also include, but are not limited to, the promise to comply with all applicable Federal statutes and orders relating to nondiscrimination in employment, assistance, and housing; the Hatch Act; Federal wage and hour laws and regulations and work place safety standards; Federal environmental laws and regulations and the Endangered Species Act; and Federal protection of rivers and waterways and historic and archeological preservation. 13. COVENANT AGAINST CONTINGENT FEES The Recipient warrants that no person or agency has been employed or retained to solicit or secure this Agreement upon an Agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide offices established and maintained by the Recipient for the purpose of securing Agreements or business. For breach or violation of this warranty, the Government shall have the right to annul this Agreement without liability or, in its discretion, to deduct from the Agreement amount, or otherwise recover, the full amount of such commission, percentage, brokerage, or contingent fee. 14. TRAFFICKING VICTIMS PROTECTION ACT OF 2000 (2 CFR 175.15) Trafficking in persons. (a) Provisions applicable to a recipient that is a private entity. (1) You as the recipient, your employees, subrecipients under this award, and subrecipients' employees may not (i) Engage in severe forms of trafficking in persons during the period of time that the award is in effect; (ii) Procure a commercial sex act during the period of time that the award is in effect; or Agreement No. R20AP00075 Agreement Template 20 C -40 (03/2019) Page 39 of 52 (iii) Use forced labor in the performance of the award or subawards under the award. (2) We as the Federal awarding agency may unilaterally terminate this award, without penalty, if you or a subrecipient that is a private entity (i) Is determined to have violated a prohibition in paragraph a.I of this award term; or (ii) Has an employee who is determined by the agency official authorized to terminate the award to have violated a prohibition in paragraph a.I of this award term through conduct that is either: (A) Associated with performance under this award; or (B) Imputed to you or the subrecipient using the standards and due process for imputing the conduct of an individual to an organization that are provided in 2 CFR part 180, "OMB Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement)," as implemented by our agency at 2 CFR part 1400. (b) Provision applicable to a recipient other than a private entity. We as the Federal awarding agency may unilaterally terminate this award, without penalty, if a subrecipient that is a private entity (1) Is determined to have violated an applicable prohibition in paragraph a.1 of this award term; or (2) Has an employee who is determined by the agency official authorized to terminate the award to have violated an applicable prohibition in paragraph a.I of this award term through conduct that is either: (i) Associated with performance under this award; or (ii) Imputed to the subrecipient using the standards and due process for imputing the conduct of an individual to an organization that are provided in 2 CFR part 180, "OMB Guidelines to Agencies on Governrnentwide Debarment and Suspension (Nonprocurement)," as implemented by our agency at 2 CFR part 1400. (c) Provisions applicable to any recipient. (1) You must inform us immediately of any information you receive from any source alleging a violation of a prohibition in paragraph a.I of this award term. (2) Our right to terminate unilaterally that is described in paragraph a.2 or b of this section: Agreement No. R20AP00075 Agreement Template 2 0 C -41 (03/2019) Page 40 of 52 (i) Implements section 106(g) of the Trafficking Victims Protection Act of 2000 (TVPA), as amended (22 U.S.C. 7104(g)), and (ii) Is in addition to all other remedies for noncompliance that are available to us under this award. (3) You must include the requirements of paragraph a.1 of this award term in any subaward you make to a private entity. (d) Definitions. For purposes of this award term: (1) "Employee" means either: (i) An individual employed by you or a subrecipient who is engaged in the performance of the project or program under this award; or (ii) Another person engaged in the performance of the project or program under this award and not compensated by you including, but not limited to, a volunteer or individual whose services are contributed by a third party as an in -kind contribution toward cost sharing or matching requirements. (2) "Forced labor" means labor obtained by any of the following methods: the recruitment, harboring, transportation, provision, or obtaining of a person for labor or services, through the use of force, fraud, or coercion for the purpose of subjection to involuntary servitude, peonage, debt bondage, or slavery. (3) "Private entity": (i) Means any entity other than a state, local government, Indian tribe, or foreign public entity, as those terms are defined in 2 CFR 175.25. (ii) Includes: (A) A nonprofit organization, including any nonprofit institution of higher education, hospital, or tribal organization other than one included in the definition of Indian tribe at 2 CFR 175.25(b). (B) A for -profit organization. (4) "Severe forms of trafficking in persons," "commercial sex act," and "coercion" have the meanings given at section 103 of the TVPA, as amended (22 U.S.C. 7102). Agreement No. R20AP00075 Agreement Template 20 C -42 (03/2019) Page 41 of 52 15. NEW RESTRICTIONS ON LOBBYING (43 CFR 18) The Recipient agrees to comply with 43 CFR 18, New Restrictions on Lobbying, including the following certification: (a) No Federal appropriated funds have been paid or will be paid, by or on behalf of the Recipient, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, and officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (b) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying" in accordance with its instructions. (c) The Recipient shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. 16. UNIFORM RELOCATION ASSISTANCE AND REAL PROPERTY ACQUISITION POLICIES ACT OF 1970 (URA) (42 USC 4601 et seq.) (a) The Uniform Relocation Assistance Act (URA), 42 U.S.C. 4601 et seq., as amended, requires certain assurances for Reclamation fanded land acquisition projects conducted by a Recipient that cause the displacement of persons, businesses, or farm operations. Because Reclamation funds only support acquisition of property or interests in property from willing sellers, it is not anticipated that Reclamation funds will result in any "displaced persons," as defined under the URA. (b) However, if Reclamation funds are used for the acquisition of real property that results in displacement, the URA requires Recipients to ensure that reasonable relocation payments and other remedies will be provided to any displaced person. Further, when acquiring real property, Recipients must be guided, to the greatest extent practicable, by the land acquisition policies in 42 U.S.C. 4651. Agreement No. R20AP00075 Agreement Template 20 C -43 (03/2019) Page 42 of 52 (c) Exemptions to the URA and 49 CFR Part 24 (1) The URA provides for an exemption to the appraisal, review and certification rules for those land acquisitions classified as "voluntary transactions." Such "voluntary transactions" are classified as those that do not involve an exercise of eminent domain authority on behalf of a Recipient, and must meet the conditions specified at 49 CFR 24.101(b) (1)(i)-(iv). (2) For any land acquisition undertaken by a Recipient that receives Reclamation funds, but does not have authority to acquire the real property by eminent domain, to be exempt from the requirements of 49 CFR Part 24 the Recipient must: (i) provide written notification to the owner that it will not acquire the property in the event negotiations fail to result in an amicable agreement, and; (ii) inform the owner in writing of what it believes to be the market value of the property (d) Review of Land Acquisition Appraisals. Reclamation reserves the right to review any land appraisal whether or not such review is required under the URA or 49 CFR 24.104. Such reviews may be conducted by the Department of the Interior's Appraisal Services Directorate or a Reclamation authorized designee. When Reclamation determines that a review of the original appraisal is necessary, Reclamation will notify the Recipient and provide an estimated completion date of the initial appraisal review. 17. SYSTEM FOR AWARD MANAGEMENT AND UNIVERSAL IDENTIFIER REQUIREMENTS (2 CFR 25, APPENDIX A) A. Requirement for System for Award Management Unless you are exempted from this requirement under 2 CFR 25.110, you as the recipient must maintain the currency of your information in the SAM until you submit the final financial report required under this award or receive the final payment, whichever is later. This requires that you review and update the information at least annually after the initial registration, and more frequently if required by changes in your information or another award term. B. Requirement for unique entity identifier If you are authorized to make subawards under this award, you: 1. Must notify potential subrecipients that no entity (see definition in paragraph C of this award term) may receive a subaward from you unless the entity has provided its unique entity identifier to you. Agreement No. R20AP00075 Agreement Template 2 0 C -44 (03/2019) Page 43 of 52 2. May not make a subaward to an entity unless the entity has provided its unique entity identifier to you. C. Definitions For purposes of this award term: 1. System for Award Management (SAM) means the Federal repository into which an entity must provide information required for the conduct of business as a recipient. Additional information about registration procedures may be found at the SAM Internet site (currently at http://www.sam.gov). 2. Unique entity identifier means the identifier required for SAM registration to uniquely identify business entities. 3. Entity, as it is used in this award term, means all of the following, as defined at 2 CFR part 25, subpart C: a. A Governmental organization, which is a State, local government, or Indian Tribe; b. A foreign public entity; c. A domestic or foreign nonprofit organization; d. A domestic or foreign for -profit organization; and e. A Federal agency, but only as a subrecipient under an award or subaward to a non -Federal entity. 4. Subaward: a. This term means a legal instrument to provide support for the performance of any portion of the substantive project or program for which you received this award and that you as the recipient award to an eligible subrecipient. b. The term does not include your procurement of property and services needed to carry out the project or program (for further explanation, see 2 CFR 200.330). c. A subaward may be provided through any legal agreement, including an agreement that you consider a contract. 5. Subrecipient means an entity that: a. Receives a subaward from you under this award; and Agreement No. R20AP00075 Agreement Template 2 0 C -45 (03/2019) Page 44 of 52 b. Is accountable to you for the use of the Federal funds provided by the subaward. 18. PROHIBITION ON TEXT MESSAGING AND USING ELECTRONIC EQUIPMENT SUPPLIED BY THE GOVERNMENT WHILE DRIVING Executive Order 13513, Federal Leadership On Reducing Text Messaging While Driving, was signed by President Barack Obama on October 1, 2009 (ref: http://edocket.access.gpo.gov/2009/pdf/E9-24203.pdf). This Executive Order introduces a Federal Government -wide prohibition on the use of text messaging while driving on official business or while using Government -supplied equipment. Additional guidance enforcing the ban will be issued at a later date. In the meantime, please adopt and enforce policies that immediately ban text messaging while driving company -owned or rented vehicles, government - owned or leased vehicles, or while driving privately owned vehicles when on official government business or when performing any work for or on behalf of the government. 19. REPORTING SUBAWARDS AND EXECUTIVE COMPENSATION (2 CFR 170 APPENDIX A) I. Reporting Subawards and Executive Compensation. a. Reporting of first -tier subawards. Applicability. Unless you are exempt as provided in paragraph d. of this award term, you must report each action that obligates $25,000 or more in Federal funds that does not include Recovery funds (as defined in section 1512(a)(2) of the American Recovery and Reinvestment Act of 2009, Pub. L. 111-5) for a subaward to an entity (see definitions in paragraph e. of this award term). 2. Where and when to report. i. You must report each obligating action described in paragraph a.l. of this award term to http://www.fsrs.gov. ii. For subaward information, report no later than the end of the month following the month in which the obligation was made. (For example, if the obligation was made on November 7, 2010, the obligation must be reported by no later than December 31, 2010.) What to report. You must report the information about each obligating action that the submission instructions posted at http://www.fsrs.Qov spec fy. b. Reporting Total Compensation of Recipient Executives. 1. Applicability and what to report. You must report total compensation for each of your five most highly compensated executives for the preceding completed fiscal year, if Agreement No. R20AP00075 Agreement Template 20 C -46 (03/2019) Page 45 of 52 i. the total Federal funding authorized to date under this award is $25,000 or more; ii. in the preceding fiscal year, you received (A) 80 percent or more of your annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 CFR 170.320 (and subawards); and (B) $25,000,000 or more in annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 CFR 170.320 (and subawards); and iii. The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986. (To determine if the public has access to the compensation information, see the U.S. Security and Exchange Commission total compensation filings at http://www.sec.zov/answerslexecomp.htm.) 2. Where and when to report. You must report executive total compensation described in paragraph b.1. of this award term: i. As part of your registration profile at http://www.ccr.%,,ov. ii. By the end of the month following the month in which this award is made, and annually thereafter. c. Reporting of Total Compensation ofSubrecipient Executives. 1. Applicability and what to report. Unless you are exempt as provided in paragraph d. of this award term, for each first -tier subrecipient under this award, you shall report the names and total compensation of each of the subrecipient's five most highly compensated executives for the subrecipient's preceding completed fiscal year, if i. in the subrecipient's preceding fiscal year, the subrecipient received (A) 80 percent or more of its annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 CFR 170.320 (and subawards); and Agreement No. R20AP00075 Agreement Template 20 C -47 (03/2019) Page 46 of 52 (B) $25,000,000 or more in annual gross revenues from Federal procurement contracts (and subcontracts), and Federal financial assistance subject to the Transparency Act (and subawards); and ii. The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986. (To determine if the public has access to the compensation information, see the U.S. Security and Exchange Commission total compensation filings at http://www.sec.izov/answerslexecomp.htm.) 2. Where and when to report. You must report subrecipient executive total compensation described in paragraph c.1. of this award term: i. To the recipient. ii. By the end of the month following the month during which you make the subaward. For example, if a subaward is obligated on any date during the month of October of a given year (i. e., between October 1 and 31), you must report any required compensation information of the subrecipient by November 30 of that year. d. Exemptions If, in the previous tax year, you had gross income, from all sources, under $300,000, you are exempt from the requirements to report: i. Subawards, and ii. The total compensation of the five most highly compensated executives of any subrecipient. e. Definitions. For purposes of this award term: 1. Entity means all of the following, as defined in 2 CFR part 25: i. A Governmental organization, which is a State, local government, or Indian tribe; ii. A foreign public entity; iii. A domestic or foreign nonprofit organization; iv. A domestic or foreign for -profit organization; Agreement No. R20AP00075 Agreement Template 20 C -48 (03/2019) Page 47 of 52 A Federal agency, but only as a subrecipient under an award or subaward to a non -Federal entity. 2. Executive means officers, managing partners, or any other employees in management positions. 3. Subaward: i. This term means a legal instrument to provide support for the performance of any portion of the substantive project or program for which you received this award and that you as the recipient award to an eligible subrecipient. ii. The term does not include your procurement of property and services needed to carry out the project or program (for further explanation, see Sec. .210 of the attachment to OMB Circular A-133, "Audits of States, Local Governments, and Non -Profit Organizations"). iii. A subaward may be provided through any legal agreement, including an agreement that you or a subrecipient considers a contract. 4. Subrecipient means an entity that: i. Receives a subaward from you (the recipient) under this award; and ii. Is accountable to you for the use of the Federal funds provided by the subaward. 5. Total compensation means the cash and noncash dollar value earned by the executive during the recipient's or subrecipient's preceding fiscal year and includes the following (for more information see 17 CFR 229.402(c)(2)): i. Salary and bonus. ii. Awards ofstock, stock options, and stock appreciation rights. Use the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with the Statement of Financial Accounting Standards No. 123 (Revised 2004) (FAS 123R), Shared Based Payments. iii. Earnings_for services under non -equity incentive plans. This does not include group life, health, hospitalization or medical reimbursement plans that do not discriminate in favor of executives, and are available generally to all salaried employees. iv. Change in pension value. This is the change in present value of defined benefit and actuarial pension plans. Agreement No. R20AP00075 Agreement Template 20 C -49 (03/2019) Page 48 of 52 v. Above -market earnings on deferred compensation which is not tax -qualified. vi. Other compensation, if the aggregate value of all such other compensation (e.g. severance, termination payments, value of life insurance paid on behalf of the employee, perquisites or property) for the executive exceeds $10,000. 20. RECIPIENT EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS (SEP 2013) (a) This award and employees working on this financial assistance agreement will be subject to the whistleblower rights and remedies in the pilot program on Award Recipient employee whistleblower protections established at 41 U.S.C. 4712 by section 828 of the National Defense Authorization Act for Fiscal Year 2013 (Pub.L. 112-239). (b) The Award Recipient shall inform its employees in writing, in the predominant language of the workforce, of employee whistleblower rights and protections under 41 U.S. C 4712. (c) The Award Recipient shall insert the substance of this clause, including this paragraph (c), in all subawards or subcontracts over the simplified acquisition threshold. 48 CFR 52.203-17 (as referenced in 48 CFR 3.908-9). 21. RECIPIENT INTEGRITY AND PERFORMANCE MATTERS (APPENDIX XII to 2 CFR Part 200) A. Reporting of Matters Related to Recipient Integrity and Performance 1. General Reporting Requirement If the total value of your currently active grants, cooperative agreements, and procurement contracts from all Federal awarding agencies exceeds $10,000,000 for any period of time during the period of performance of this Federal award, then you as the recipient during that period of time must maintain the currency of information reported to the System for Award Management (SAM) that is made available in the designated integrity and performance system (currently the Federal Awardee Performance and Integrity Information System (FAPIIS)) about civil, criminal, or administrative proceedings described in paragraph 2 of this award term and condition. This is a statutory requirement under section 872 of Public Law 110-417, as amended (41 U.S.C. 2313). As required by section 3010 of Public Law 111-212, all information posted in the designated integrity and performance system on or after April 15, 2011, except past performance reviews required for Federal procurement contracts, will be publicly available. 2. Proceedings About Which You Must Report Submit the information required about each proceeding that: Agreement No. R20AP00075 Agreement Template 20 C -50 (03/2019) Page 49 of 52 a. Is in connection with the award or performance of a grant, cooperative agreement, or procurement contract from the Federal Government; b. Reached its final disposition during the most recent five year period; and c. Is one of the following: (1) A criminal proceeding that resulted in a conviction, as defined in paragraph 5 of this award term and condition; (2) A civil proceeding that resulted in a finding of fault and liability and payment of a monetary fine, penalty, reimbursement, restitution, or damages of $5,000 or more; (3) An administrative proceeding, as defined in paragraph 5. of this award term and condition, that resulted in a finding of fault and liability and your payment of either a monetary fine or penalty of $5,000 or more or reimbursement, restitution, or damages in excess of $100,000; or (4) Any other criminal, civil, or administrative proceeding if: (i) It could have led to an outcome described in paragraph 2.c.(1), (2), or (3) of this award term and condition; (ii) It had a different disposition arrived at by consent or compromise with an acknowledgment of fault on your part; and (iii) The requirement in this award term and condition to disclose information about the proceeding does not conflict with applicable laws and regulations. 3. Reporting Procedures Enter in the SAM Entity Management area the information that SAM requires about each proceeding described in paragraph 2 of this award term and condition. You do not need to submit the information a second time under assistance awards that you received if you already provided the information through SAM because you were required to do so under Federal procurement contracts that you were awarded. 4. Reporting Frequency During any period of time when you are subject to the requirement in paragraph 1 of this award term and condition, you must report proceedings information through SAM for the most recent five year period, either to report new information about any proceeding(s) that you have not reported previously or affirm that there is no new information to report. Recipients that have Federal contract, grant, and cooperative Agreement No. R20AP00075 Agreement Template 2 0 C -51 (03/2019) Page 50 of 52 agreement awards with a cumulative total value greater than $10,000,000 must disclose semiannually any information about the criminal, civil, and administrative proceedings. 5. Definitions For purposes of this award term and condition: a. Administrative proceeding means a non judicial process that is adjudicatory in nature in order to make a determination of fault or liability (e.g., Securities and Exchange Commission Administrative proceedings, Civilian Board of Contract Appeals proceedings, and Armed Services Board of Contract Appeals proceedings). This includes proceedings at the Federal and State level but only in connection with performance of a Federal contract or grant. It does not include audits, site visits, corrective plans, or inspection of deliverables. b. Conviction, for purposes of this award term and condition, means a judgment or conviction of a criminal offense by any court of competent jurisdiction, whether entered upon a verdict or a plea, and includes a conviction entered upon a plea of nolo contendere. c. Total value of currently active grants, cooperative agreements, and procurement contracts includes (1) Only the Federal share of the funding under any Federal award with a recipient cost share or match; and (2) The value of all expected funding increments under a Federal award and options, even if not yet exercised. 22. CONFLICTS OF INTEREST (a) Applicability. (1) This section intends to ensure that non -Federal entities and their employees take appropriate steps to avoid conflicts of interest in their responsibilities under or with respect to Federal financial assistance agreements. (2) In the procurement of supplies, equipment, construction, and services by recipients and by subrecipients, the conflict of interest provisions in 2 CFR 200.318 apply. (b) Requirements. (1) Non -Federal entities must avoid prohibited conflicts of interest, including any significant financial interests that could cause a reasonable person to question the Agreement No. R20AP00075 Agreement Template 20 C -52 (03/2019) Page 51 of 52 recipient's ability to provide impartial, technically sound, and objective performance under or with respect to a Federal financial assistance agreement. (2) In addition to any other prohibitions that may apply with respect to conflicts of interest, no key official of an actual or proposed recipient or subrecipient, who is substantially involved in the proposal or project, may have been a former Federal employee who, within the last one (1) year, participated personally and substantially in the evaluation, award, or administration of an award with respect to that recipient or subrecipient or in development of the requirement leading to the funding announcement. (3) No actual or prospective recipient or subrecipient may solicit, obtain, or use non- public information regarding the evaluation, award, or administration of an award to that recipient or subrecipient or the development of a Federal financial assistance opportunity that may be of competitive interest to that recipient or subrecipient. (c) Notification. (1) Non -Federal entities, including applicants for financial assistance awards, must disclose in writing any conflict of interest to the DOI awarding agency or pass - through entity in accordance with 2 CFR 200.112, Conflicts of Interest. (2) Recipients must establish internal controls that include, at a minimum, procedures to identify, disclose, and mitigate or eliminate identified conflicts of interest. The recipient is responsible for notifying the Financial Assistance Officer in writing of any conflicts of interest that may arise during the life of the award, including those that have been reported by subrecipients. (d) Restrictions on Lobbying. Non -Federal entities are strictly prohibited from using funds under this grant or cooperative agreement for lobbying activities and must provide the required certifications and disclosures pursuant to 4 3 CFR Part 18 and 31 USC 13 52. (e) Review Procedures. The Financial Assistance Officer will examine each conflict of interest disclosure on the basis of its particular facts and the nature of the proposed grant or cooperative agreement, and will determine whether a significant potential conflict exists and, if it does, develop an appropriate means for resolving it. (f) Enforcement. Failure to resolve conflicts of interest in a manner that satisfies the Government may be cause for termination of the award. Failure to make required disclosures may result in any of the remedies described in 2 CFR 200.338, Remedies for Noncompliance, including suspension or debarment (see also 2 CFR Part 180). Agreement No. R20AP00075 Agreement Template 2 0 C -53 (03/2019) Page 52 of 52 23. DATA AVAILABILITY (a) Applicability. The Department of the Interior is committed to basing its decisions on the best available science and providing the American people with enough information to thoughtfully and substantively evaluate the data, methodology, and analysis used by the Department to inform its decisions. (b) Use of Data. The regulations at 2 CFR 200.315 apply to data produced under a Federal award, including the provision that the Federal Government has the right to obtain, reproduce, publish, or otherwise use the data produced under a Federal award as well as authorize others to receive, reproduce, publish, or otherwise use such data for Federal purposes. (c) Availability of Data. The recipient shall make the data produced under this award and any subaward(s) available to the Government for public release, consistent with applicable law, to allow meaningful third -party evaluation and reproduction of the following: (i) The scientific data relied upon; (ii) The analysis relied upon; and (iii) The methodology, including models, used to gather and analyze data. Agreement No. R20AP00075 Agreement Template 2 0 C -54 (03/2019) REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 17, 2020 TITLE: APPROVE AN APPROPRIATION ADJUSTMENT, AUTHORIZE A BUDGET REALLOCATION, APPROVE BASIC TERMS, AND AUTHORIZE THE CITY MANAGER TO NEGOTIATE AND EXECUTE A MEMORANDUM OF UNDERSTANDING FOR THE MASTER PLAN OF ARTERIAL HIGHWAY AMENDMENT WITH ORANGE COUNTY TRANSPORTATION AUTHORITY, THE CITY OF TUSTIN, AND THE CITY OF FOUNTAIN VALLEY (NON -GENERAL FUND) /s/ Kristine Ridge CITY MANAGER CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2od Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER RECOMMENDED ACTION 1. Approve an appropriation adjustment recognizing prior year fund balance of $157,961 in New Transportation Systems Improvements Area F funds and appropriating the same amount to the New Transportation Systems Improvements Area F, Improvements Other Than Building expenditure account to partially fund the transit study required in the MOU. 2. Authorize reallocation of $92,039 in unspent Measure M2 Local Fair Share funds as follows; $80,000 from the Bike Lane Project Development (Project No. 21-6904), and $12,039 from the Traffic Safety Project Development (Project No. 21-6905) to the Transit Study Project (No. 21- 6981). 3. Approve terms and conditions upon which the MOU will be based on, and authorize the City Manager to negotiate and execute a final memorandum of understanding for the Master Plan of Arterial Highway (MPAH) Amendment with the Orange County Transportation Authority (OCTA), the City of Tustin, and the City of Fountain Valley. DISCUSSION The City of Santa Ana has developed various community based and data driven traffic safety plans which address traffic safety and enhance mobility. These plans have identified specific improvements along corridors to enhance traffic safety. Improvements include adding bikeways, enhancing crossings and lane reductions to slow down traffic. 20D-1 Authorize Negotiation and Execution of Final MPAH Amendment MOU November 17, 2020 Page 2 To date, these plans have yielded about $50 million in improvements to Santa Ana which have been delivered or are underway, and there are more funds the City will qualify for. However, to continue implementing some of these projects, the City is required to reclassify some streets in Santa Ana, and such classifications must match the OCTA Master Plan of Arterial Highways (MPAH) so that the City maintain M2 funding eligibility. The MPAH is the countywide roadway network for regional mobility managed by OCTA, and cities must comply to qualify for M2 Funds. Compliance will require amending OCTA's MPAH and execution of a memorandum of understanding (MOU) between OCTA, and the Cities of Fountain Valley and Tustin (Exhibit 1). The MOU agreement will be based on the terms and conditions shown on Exhibit 1. All parties have agreed to these terms and conditions. The Cities of Fountain Valley and Tustin are parties to the MOU since there are traffic impacts that require future mitigations within their jurisdictions. As a follow up, one of the MOU conditions will be to revise the Mobility Element and adopt the General Plan Update so there is consistency between the MPAH and city's Circulation Element in the General Plan. Adoption of the General Plan will be considered by the City Council in a separate future City Council meeting. The recommended budget reallocation and adjustment is needed to complete a transit study required in the MOU. Staff recommends approving terms and conditions, and authorizing the City Manager to negotiate and execute a final memorandum of understanding to ensure M2 funding eligibility is maintained. FISCAL IMPACT Approval of the appropriation adjustment and the requested reallocation of funds will make funding for a transit study of $250,000 available in Fiscal Year 2020-21. The appropriation adjustment will recognize funds of $157,961 in the New Transportation Systems Improvements Area F, Prior Year Carry Forward revenue account (No. 03517002-50001) and appropriate the same amount in the New Transportation Systems Improvements Area F, Improvements Other Than Building expenditure account (No. 03517660-66220). The reallocation of $92,039 in unspent Fiscal Year 2020-21 Measure M2 Local Fairshare funds will be available to fully fund the total cost. There are nine traffic operation improvements identified in the MOU for an approximate cost of $3,645,000. Implementation of these improvements require the traffic congestion to degrade to a certain threshold in the future. These locations will be monitored and if the threshold is met the projects will be programmed and funded accordingly. Project funding in the future will include grant funds and Transportation System Impact Area fees. Please note, it is possible that the threshold is never triggered. The following table summarizes the funds made available to complete the transit study: 20D-2 Authorize Negotiation and Execution of Final MPAH Amendment MOU November 17, 2020 Page 3 Fiscal Year Accounting Unit — Fund I Accounting Unit, Account Amount Account No. Description Description APPROPRIATION ADJUSTMENT New New Transportation Systems FY 2020-21 03517660-66220 Transportation Systems Improvements Area F, $157,961 21-6981 ( ) Improvements Improvements Other than proveBuilding Area F PROJECT BUDGET REALLOCATION 03217662-66220 Measure M- Measure M2 Local Fairshare, FY 2020-21 (21-6981) Street Improvements Other Than $92,039 Construction Building Total Amount: $250,000 Fiscal Impact Verified By: Kathryn Downs, CPA, Executive Director — Finance and Management Services Agency Submitted By: Nabil Saba, P.E., Executive Director— Public Works Agency Exhibit(s): 1. Negotiating Terms and Conditions for an MOU 20D-3 EXHIBIT 1 Terms and Conditions Sheet for Memorandum of Understanding The City of Santa Ana's updates to the Circulation Element will require roadway reconfigurations and/or reductions of existing or planned travel lanes to roadway segments on the MPAH. This will require an amendment to the MPAH. Background Traffic analyses conducted as part of the MPAH Cooperative Study Process determined that the amendment to the MPAH may result in appreciable impacts. Parties Orange County Transportation Authority (OCTA), City of Santa Ana, City of Fountain Valley, and City of Tustin The Amendment to the MPAH may result in the following appreciable impacts: 105 Intersections Analyzed • 18 intersections impacted due to MPAH reclassifications. • 4 of the 18 intersections are located within another agency's jurisdiction. Impacts Transit Operations Impacts • Reclassifications and removal of transit lanes may result in impacts to OCTA's high quality transit service (15-min headway) in the City of Santa Ana. • Reclassifications proposed on McFadden Avenue (Route 66) and 1' Street (Route 64), and impacts span across the City. • With the exception of Fairhaven Avenue, the OCTA Board of Directors' approval of the Amendment to the MPAH will not become final until conditions 1 and 2 below have been satisfied. For the amendment on Fairhaven Avenue, OCTA Board of Directors' approval will not become final Pending Procedural until conditions 2 and 3 below has been satisfied; Commitments 1. Receipt of an original, fully executed MOU (signed by all parties); 2. Receipt of documentation that that the City of Santa Ana has amended their General Plan to reflect the Amendment to the MPAH; 3. Receipt of documentation that that the City of Orange has amended their General Plan to reflect Fairhaven Avenue between Grand Avenue to Tustin Avenue as a divided collector (two-lane, divided). Intersection Impacts —Improvement/ Mitigation Measures • Mitigations identified at 10 of the 18 impacted intersections (8 fully mitigated, 2 partial). • 4 intersections outside Santa Ana fully mitigated. • Feasible mitigations could not be developed at 8 of the 18 impacted Proposed intersections. These 8 intersections are in the City of Santa Ana. Intersection Improvements / Mitigation Measures Proposed Mitigations/Improvements Table 1 provides details on the proposed improvements to mitigate the intersection impacts from the MPAH amendment request. If an alternative improvement is identified beyond those listed on Table 1, or if a buyout option is desired, there must be agreement for the alternative amongst the appropriate jurisdictions. At the time of mitigation improvement 20D-4 implementation or buy out, the City of Santa Ana shall incorporate cost changes, which may include cost changes based on the California Construction Cost Index or the County of Orange's assessment of land value, to their funding contribution to the Cities of Fountain Valley and Tustin. • Impacted intersections outside of Santa Ana (4 intersections) 1. Intersection #3: Euclid Street/Edinger Avenue City of Fountain Valley shall implement one of the three improvements identified in Table 1 at Euclid Street/Edinger Avenue. The improvement should include the improvement in the City of Fountain Valley's next CIP. The improvement should be implemented prior to the intersection reaching the pre - amendment to the MPAH ICU LOS of 0.99, E. Prior to the ICU LOS at the intersection of Euclid Street and Edinger Avenue exceeding the pre -amendment to the MPAH ICU LOS of 0.99, E the City of Santa Ana shall fund, at minimum, their fair share cost allocation for mitigation improvement at the Euclid Street and Edinger Avenue intersection. 2. Intersection #91: Tustin Street/Fairhaven Avenue The existing intersection configuration can accommodate the proposed reclassification on Fairhaven Avenue as a divided collector. Therefore the City of Orange has opted to not be a party to this MOU. 3. Intersection #98: Red Hill Avenue/Warner Avenue • City of Tustin shall implement the improvement identified in Table 1 at Red Hill Avenue/Warner Avenue. The improvement should include the improvement in the City of Tustin's next CIP. The improvement should be implemented prior to the intersection reaching the pre -amendment to the MPAH ICU LOS of 0.88, D. • The City of Santa Ana will monitor the Red Hill Avenue and Warner Avenue intersection every two years, and will provide monitoring results to the City of Tustin. Monitoring will begin two years after the MOU is executed. Prior to the ICU LOS at the intersection of Red Hill Avenue and Warner Avenue exceeding the pre -amendment to the MPAH ICU LOS of 0.88, D the City of Santa Ana shall fund the cost of the Red Hill Avenue and Warner Avenue improvement. 4. Intersection #96: SR-55 NB Ramps / Del Amo Avenue and Newport Avenue The City of Santa Ana shall maintain funding available, for a minimum of 10 years, to contribute their fair share of the improvement to the agency leading the improvement at this intersection. • Impacted intersections within Santa Ana (6 intersections) 1. Intersection #44 (Flower Street & 1' Street) r7 20D-5 • City of Santa Ana shall not reduce the existing northbound lane configuration. The northbound approach lane configuration shall remain as one left turn lane, two thru lanes, and one right turn lane. 2. Intersection #81(Grand Avenue & McFadden Avenue) The CITY of Santa Ana shall not reduce the existing eastbound lane configuration when implementing the McFadden Avenue complete street project. The eastbound approach lane configuration shall remain as one left lane, one thru lane, and one thru-right lane. 3. Intersection #92 (Santa Clara Avenue & Tustin Avenue) The CITY of Santa Ana shall not reduce the existing eastbound and westbound lane configuration when constructing the Santa Clara Avenue complete street project. The eastbound and westbound lane configuration shall remain as one left turn lane, one thru lane, and one thru-right lane. 4. Intersection #63 (Standard Avenue & 0 Street) This intersection does not currently exist. The CITY of Santa Ana will construct the intersection as identified in Exhibit D. The northbound and southbound lanes shall be constructed as one left turn lane, one thru lane, and one right turn lane when the intersection is established. The eastbound and westbound lanes shall be constructed as one left turn lane, one thru lane, and one thru-right lane when the intersection is established. 5. Intersections #34 (Bristol Street & VStreet) and #37 (Bristol Street & Segerstrom Avenue) City of Santa Ana shall add the improvement to their CIP and implement the project (1) within the CIP horizon year; (2) before the ICU exceeds the pre -amendment to the MPAH ICU trigger; or (3) during construction of the City of Santa Ana's complete street project(s) if the intersection improvement falls along such a facility, whichever occurs first. Transit Operation Impacts • OCTA shall lead a cooperative study funded by the City of Santa Ana to identify appropriate and feasible transit improvements (including but not limited to queue -jump lanes and transit signal priorities) to maintain or improve OCTA's high quality transit service. The cooperative study shall not exceed $250,000. Proposed Transit • The cooperative study shall be completed prior to the construction of the Improvements complete street projects along 1" Street and McFadden Avenue. • City of Santa Ana and OCTA shall coordinate to implement transit improvements identified from the cooperative study. The cooperative study will identify the funding and implementation responsibilities between the City of Santa Ana and OCTA. If improvements are located along facilities proposed for MPAH reclassification, the improvements shall be made prior to or at the time of construction of the complete street 3 rIO ., The City of Santa Ana shall provide OCTA with a status report on the progress of the cooperative study and subsequent implementation of transit Progress improvements and strategies every odd year through the MPAH Certification Review Process of the Measure M2 Eligibility Submittal. MOU may only be amended in writing at any time by the consent of all Parties. Amendments No amendment shall have any force or effect unless executed in writing by all Parties. The MOU shall continue in full force and effect until all terms and conditions of Termination this MOU are implemented, unless terminated earlier by mutual written consent by the parties to this MOU. 20D-7 ti + c M NU O o M n N N N N � � f6 Ol Ol Ol N ci N M W C C C C O .Q O .Q O .Q N Q Q Q Q N O O O Z Z Z Z u V) O W W W W W W W 0 O m o 0 0 o a o Z U 2 O O O O O O O L N V Q Q O_ O_ O_ Q O_ NbO C U) L N C C j C C N O O C O '. p O O C N � yOj Y - c C O C C N w C N L O U/ p v 0 pU hq C y c 0 U U � � U t Q Y yv. O U) Y O Y u U Q L f0 r0 U O 3 N _ O Y U .� Q O_ Y U O C J in O L L O- U/ CL -6 j C N 'p " O O r0 U C u 00 '� CO O. C U -6 C =O 0 J d N p Y Y O_ N N U/ C O Q '� c-I L ++ w 3 u° o z L s 0 C Jo v z u, a " v `° O C E 0 0 O j j r0 Q C vi '6 C CL O J (D C 7 U) -6 N J 7 O. C C in Oi p '6 Q ON O O LE O. V Q f0 -O O J C '6 O .. Y _p Y O -p O Y L Y C =O Y Y N U) O .0 ? 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DISCUSSION The City provides potable water to approximately 45,000 customers, which includes all of the City's residents, businesses, and institutions. Each of these customers' water use is measured by a meter, typically housed in a box or vault which is inspected and sometimes replaced when the meter is not operating correctly or when manual reads are not able to take place. The Public Works Agency, Water Resources Division oversees and maintains the daily operations of the water system. Utilizing a pressure washer vacuum truck will assist Water Resources Division staff in removing debris from meter boxes and vaults when inspecting, repairing, or replacing water meters. The ability to perform this work in tight spaces that would typically not be safe or efficient to carry out with manual tools will help staff avoid injuries and will expedite service calls. The vehicle's debris storage capacity will reduce the amount of time spent transporting and disposing of debris. In addition, this vehicle will complement the work being performed as part of the Automated Metering Infrastructure project that is currently underway by allowing City staff to prepare meter box and vault locations for the conversion to smart meters, and will facilitate project schedule adherence. Santa Ana Ordinance No. NS-2312 authorizes the City to utilize purchase contracts from any public agency employing a competitive bid process for purchases. Sourcewell, formerly National Joint Powers Alliance, awarded a contract to National Auto Fleet Group (Contract No. 120716-NAF) for procurement of Cars, Trucks, Vans, SUVs, & Other Vehicles as a result of open competitive bidding on behalf of its members, which includes government agencies. Staff recommends utilizing 22A-1 Award Purchase Order for Pressure Washer Vacuum Truck November 17, 2020 Page 2 Sourcewell's agreement to authorize a one-time purchase and payment of purchase order to National Auto Fleet Group for the purchase of one Ford Super Duty F550 Pressure Washer System Vacuum truck, which is in line with the City's existing Purchasing Guidelines. FISCAL IMPACT Funds in the amount of $181,634 are budgeted and available in the Water Meter Services account (No. 06017646-66400). Funds will be expended as follows: Fiscal Accounting Fund Accounting Unit, Amount Year Unit -Account # Description Account Description 2020-21 06017646-66400 Water Water Meter Services, $181,634 Enterprise Machinery & Equipment Fiscal Impact Verified By: Kathryn Downs, CPA, Executive Director— Finance and Management Services Agency Submitted By: Nabil Saba, P.E., Executive Director— Public Works Agency 22A-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 17, 2020 TITLE: AWARD PURCHASE ORDER IN AN AMOUNT NOT TO EXCEED $157,972 TO FAIRWAY FORD SALES INC. FOR FIVE FORD SUPER DUTY F250 HD TRUCKS (SPECIFICATION NO. 20-114) (NON -GENERAL FUND) /s/ Kristine CITY MANAGER CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1 sl Reading ❑ Ordinance on 2od Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO 19111111111►U1LRICIV RECOMMENDED ACTION Authorize a one-time purchase and payment of purchase order to Fairway Ford Sales Inc., for five Ford Super Duty F250 HD trucks in the amount of $152,972, plus a contingency of $5,000 for a total amount not to exceed $157,972, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The Public Works Agency's Maintenance Services Division is in need of five new full-size trucks to replace the existing aging fleet of work trucks. The vehicles are utilized daily to conduct field inspections, and move heavy equipment, tree trunks, debris, and rubbish. The vehicles have also been crucial in responding to homeless related request for services in locations with challenging terrain, including the Santiago Creek and railroads. In addition, the vehicles are vital when deployed as part of the City's emergency response to storms, wind events, flooding and after hour's emergency service calls. The existing vehicles are 2008 models or older and have reached the end of their useful lifecycle. Due to their heavy use and age, the trucks are unreliable, often break down, and require costly repairs. Furthermore, the vehicles exceed the recommended Equipment Lifecycle Guidelines, earning a "terrible" rating based on industry standards from the Municipal Equipment Maintenance Association, the National Association of Fleet Administrators, and the American Public Works Association. A Notice Inviting Bids was advertised on August 28, 2020, on the City's online bid management and publication system. A summary of the bid invitation and bids received is as follows: 22B-1 Award Purchase Order for Ford Super Duty F250 November 17, 2020 Page 2 438 Vendors were notified 20 Santa Ana vendors were notified 11 Vendors downloaded the bid packet 4 Bids received 1 Bid received from Santa Ana vendors Four bids were received, opened on September 21, 2020, and evaluated. After evaluation, two of the four bids received were determined to be responsive (Exhibit 1). The bids deemed nonresponsive offered pricing on alternative vehicle models. The results of the responsive bids are as follows: Vendor Location Amount Fairway Ford Sales, Inc. Placentia, CA $30,594.38 Fritts Ford Riverside, CA $30,607.53 Staff recommends authorizing a one-time purchase and payment of purchase order to Fairway Ford Sales Inc. as the firm's bid is responsive to the specifications and meets the City's requirements. FISCAL IMPACT Funds in the amount of $157,972 are available for expenditure in FY 2020-21 as follows: Fiscal Accounting Fund Accounting Unit, Amount Year Unit -Account # Description Account Description Public Works- 06817640- Sanitation 2020-21 Environment/Sanitation, $157,972 66400 Fund Machinery & Equipment Total: $157,972 Fiscal Impact Verified By: Kathryn Downs, CPA, Executive Director— Finance and Management Services Agency Submitted By: Nabil Saba, P.E., Executive Director, Public Works Agency Exhibit: 1. Abstract of bids 22B-2 ' ¢ O O O O 00 4 O 0 O M¢ M N v UN\ N >' >_ O 0 0 0 0 1p lG O 00 0 61 Z bi j Q T O V1 M 1p M V1 N Vf N 01 'y 00 Vf Oi O VT O O ry 0 c N U v N M M M M � C W fl. r a E U U u¢ m 0 0 0 m N O N O N 0 ei O O O n O n O R t0 W �d 0 0 0 v W 0 M 0 M 0 v 'V O T 00 M N VT VT M �O I� 01 YO O¢ N M M M C m W M CD ry E O O N > M ¢ L \ �. U N w ti L C U m `m "O Q V O O O a OO O 0 O M¢ M p CJ M O O O N O u1 \ u, N 0 CDO1 m 01 O 00 x m 01 n Z 1� N � C ti ¢ o 0 0 o m M o 0 O w¢ m C U O O O O t0 w O I. O M\ M �o 0 0 o m m 0 d v Z v w f0 m m .n .n .n m w .n .n .n m m n N N N O _N o a LL o m 2T C � LL L Y m d 3 v ° a m u Z 3 `0 a` o N O m N m 0! co m d } K p C m w a � E p w z F_ c m = W '^ Ell c 01 v N N a > Z w❑ C _ m Y LG1 v H 0 LL T m X 'YO- u 0! �- W > CL Y C O O j m p N C` CO N ❑ z d 0 ti c c01u o m '^ c a w \ O d m g v O m Y>¢ a `n u ~ w o H c E ,m, o mE �i a` pry p U �I Y . Y U m J C C O W O O o N 7 v m 0 o O m ❑ LL H J❑ O1 N❑ U F rl LL Z 0! ❑ N m a N l0 n 00 m O .--I N w p � v 22B-3 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 17, 2020 TITLE: APPROVE AN INCREASE IN THE PURCHASE ORDER AMOUNT WITH SELECT TRENCHLESS PIPELINES, INC. FOR SANITARY SEWER LATERAL LINING SERVICES IN THE AMOUNT OF $200,000, FOR A REVISED ANNUAL AMOUNT NOT TO EXCEED $250,000 FOR THE REMAINING TERM OF THE AGREEMENT (SPECIFICATION NO. 15-087) (NON -GENERAL FUND) CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1 s' Reading ❑ Ordinance on 2od Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO /s/ Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION Authorize the City Manager to approve an increase to the blanket order contract with Select Trenchless Pipelines, Inc., for sanitary sewer lateral lining services by $200,000, for a revised annual amount not to exceed $250,000 for the remainder of the contract term. DISCUSSION The Public Works Agency, Water Resources Division has provided a sewer lateral rehabilitation program to residents and businesses since the early 2000s. The sewer lateral program allows the City to assist residents and businesses with repairing or replacing damaged sections of their sewer lateral that is located within the City public right-of-way. On February 2, 2016, at the conclusion of a competitive bid process, the City Council approved a three-year purchase order contract with Select Trenchless Pipelines, Inc., with provisions for one two-year renewal option, to provide sanitary sewer lateral lining services. The original purchase order contract was awarded in an annual amount not to exceed $50,000, and the final renewal option has been exercised. The contract with Select Trenchless Inc. allows for sewer lateral rehabilitation to be conducted by means of sewer lateral lining, a trenchless technology method which is cost effective, less disruptive to traffic, and extends the useful life of sewer laterals. This contract service allows the Water Resources Division to have an additional option to rehabilitate sewer laterals with trenchless methods. The existing contract has been utilized for lateral lining services at various residential and commercial facilities over its term. In the last few months, the City has experienced an increase in the number of lateral services request calls, likely 22C-1 Amendment for Sewer Later Lining Services November 17, 2020 Page 2 as a result of the impacts of COVID-19 and residents staying at home to telecommute for work and school. Staff recommends amending the existing purchase order contract with Select Trenchless Pipelines, Inc., to enable the Water Resources Division to meet the increased demand for lateral service repairs. To accomplish this, staff recommends increasing the total aggregate annual spending limit by $200,000, resulting in a new aggregate annual spending limit of $250,000 for the remaining term of the agreement. FISCAL IMPACT The current contract approved expenditures of $50,000 for Fiscal Year 2020-21 as an annual amount. The requested amendment will increase the annual Water Resources expenditures amount for the contract by $200,000 in FY 2020-21 for a total of $250,000. Funds are budgeted and available for expenditure as shown in the table below. Accounting Fund Accounting Unit, Fiscal Year Unit — Account Description Account Description Amount Requested Amendment 2020-21 Sanitary Sewer (November 2020- January 05617640-62300 Sewer Service, Contract $250,000 2021 Services -Professional Total: $250,000 Fiscal Impact Verified By: Kathryn Downs, CPA, Executive Director— Finance and Management Services Agency Submitted By: Nabil Saba, P.E., Executive Director— Public Works Agency 22Ci-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 17, 2020 TITLE: APPROVE A LEASE AGREEMENT WITH VERIZON WIRELESS FOR AN EXISTING CELLULAR ANTENNA TOWER AT THE SANTA ANA STADIUM FOR $28,800 PER YEAR WITH A 3% ANNUAL INCREASE FOR THE PERIOD NOVEMBER 1, 2020 TO OCTOBER 31, 2030 WITH THREE, FIVE- YEAR RENEWAL OPTIONS (NON -GENERAL FUND) CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1 s' Reading ❑ Ordinance on 2od Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO /s/ Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION Authorize the City Manager to execute a lease agreement with Verizon Wireless for an existing cellular antenna tower at the Santa Ana Stadium for $28,800 per year with a 3% annual increase for the period November 1, 2020 to October 31, 2030 with three, five-year renewal options, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The City of Santa Ana has held a lease agreement with Verizon Wireless at the Santa Ana Stadium since January 1, 2000. However, this lease expired on December 31, 2019. During the period of negotiations, Verizon continued to pay the monthly lease rate. Since the expiration of the lease agreement, the City has reviewed proposals submitted by Verizon Wireless to continue placement of the existing cellular antenna on the site. The City has provided counter offers and the two groups have come to agreeable terms. The annual lease amount will be increased from $14,400 per year to $28,800 per year and include a 3% annual increase, which was not included in the previous agreement. The term will be for 10 years, with three, five-year renewal options. Revenue received from this cellular antenna site will be used for repairs and deferred maintenance matters at this location as similarly done with other cellular antenna locations at City parks. FISCAL IMPACT Funds will be deposited into the following account for the specified years: Fiscal Accounting Fund Accounting Unit, Account Amount Year Unit -Account # Descri tion Description FY 20-21 05113002-57363 Capital Miscellaneous Revenue, Cell $19,200 Outlay Fund Tower Lease Agreement 8 Months 25A-1 Approve a Lease agreement with Verizon Wireless November 17, 2020 Page 2 FY 21-22 05113002-57363 Capital Miscellaneous Revenue, Cell $28,800 with a and future Outlay Fund Tower Lease Agreement 3% increase ears each term year Funds will be appropriated for repairs and deferred maintenance during the City's yearly budgetary process. Fiscal Impact Verified By: Kathryn Downs, CPA, Executive Director— Finance and Management Services Agency Submitted By: Lisa Rudloff, Executive Director— Parks, Recreation, and Community Services Agency Exhibit: 1. Lease Agreement 25A-2 Exhibit 1 LAND LEASE AGREEMENT BETWEEN CITY OF SANTA ANA AND LOS ANGELES SMSA LIMITED PARTNERSHIP, D/B/A VERIZON WIRELESS This Land Lease Agreement ("Agreement"), made as of the last signature date below for identification purposes only ("Effective Date"), is entered into 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, hereinafter designated as "LESSOR" and Los Angeles SMSA Limited Partnership, d/b/a Verizon Wireless, by and through its general partner AirTouch Cellular Inc., having a mailing address of 180 Washington Valley Road, Bedminster, New Jersey 07921, Attention: Network Real Estate (Site: Courthouse SA), hereinafter designated "LESSEE". The LESSOR and LESSEE are at times collectively referred to hereinafter as the "Parties". RECITALS A. LESSOR and LESSEE entered into a Lease for the Property as defined in Section 1 and Exhibit A to this Agreement for ten (10) years with two (2) additional five-year optional extension periods with an effective date of January 1, 2000. All extension periods were exercised by the Parties and said Lease expires January 1, 2020 and thereafter operated month - to -month (hereinafter referred to as "Prior Lease"). B. The Parties wish to renew the lease for a portion of the Property for the purposes of LESSEE'S operation of a wireless facility upon the Property subject to certain negotiated changes to said Prior Lease. C. Accordingly, the Parties agree to renew the lease for the Property pursuant to the conditions set forth herein. 1. PREMISES. LESSOR is the owner of that certain real property located at 602 North Flower Street Santa Ana, CA 92702, commonly known as the Eddie West Stadium. LESSOR hereby leases to LESSEE a portion of the Stadium property (hereinafter referred to as "the Property" and a legal description of the Property is attached hereto as Exhibit "A") being described as parcels measuring 316.86 square feet for LESSEE's equipment area and 472.02 square feet for LESSEE's tower, and additional space required for cable runs to comiect LESSEE's equipment and antennas and the utility points of connection, together with the non- exclusive right for ingress and egress from and to the nearest public right-of-way, seven (7) days a week, twenty-four (24) hours a day, subject to any restrictions stated herein, on foot or motor vehicle, including trucks, and for the installation and maintenance of utility wires, poles, cables, conduits, and pipes over, under, or within the Property to the demised premises, said demised premises and access and utilities paths (hereinafter collectively referred to as the "Premises") being substantially as described herein in Exhibit `B" attached hereto and made a part hereof. 2. SURVEY. LESSOR also hereby grants to LESSEE the right to survey the Property and the Premises, and said survey along with detailed site plans shall, upon review and approval of LESSOR, then become Exhibit "C" which shall be attached hereto and made a part #22948v2 25A-3 Exhibit 1 hereof, and shall control in the event of boundary and access discrepancies between it and Exhibit "B". Costs incurred by LESSEE for such work shall be borne by LESSEE. 3. TERM. This Agreement shall be effective as of the Effective Date; provided, however, the initial term shall be for ten (10) years ("Initial Term") and shall commence, and the Prior Lease shall be deemed terminated, as of October 31, 2020 . Upon termination of the Prior Lease, the Prior Lease shall become null and void and the Parties shall have no further obligations under the Prior Lease. Renewal terms are set forth below in Section 5. The Parties ratify and re -affirm the terms of the Prior Lease as of January 1, 2020 until October 31, 2020. 4. RENT. a. Rental payments will be due in an annual rental amount of Twenty -Eight Thousand Eight Hundred Dollars ($28,800.00) ("Rent") to be paid in equal monthly installments of Two Thousand Four Hundred Dollars ($2,400.00) per month on or before the first day of the month, in advance, to LESSOR or to such other person, firm or place as the LESSOR may, from time to time, designate in writing at least thirty (30) days in advance of any rental payment date. Rent shall commence on November 1, 2020, provided the Parties acknowledge and agree that the initial payments of the Rent may not be delivered by LESSEE until at least 90 days after the Effective Date. If Rent is not paid within ten (10) days after the due date and provided LESSOR has complied with all applicable notice and cure provisions herein, LESSEE agrees to pay a late charge equal to Ten Percent (10%) of the then -current monthly Rent. The Parties hereby agree that such late charge represents a fair and reasonable estimate of the costs incurred by LESSOR in the event of the late payment of Rent. Rental amounts attributable to partial months shall be prorated on a daily basis. The Parties acknowledge and agree that, notwithstanding the termination of the Prior Lease and the commencement of this Agreement, LESSEE may continue to make, and LESSOR may continue to receive, rental and other payments pursuant to the Prior Lease. In such event, any rental or other payments made pursuant to the Prior Lease after its termination shall be applied and credited against the Rent and any other payments due under this Agreement. b. Rental payments are subject to an annual increase of three (3) percent effective on November 1" of each year. 5. EXTENSIONS. The Agreement may be extended for up to three (3) additional five (5) year terms (each a "Renewal Term"). Each Renewal Term shall be on the terms and conditions as set forth herein as follows: a. Six (6) months prior to the expiration of the Initial Term, if LESSOR, in its reasonable discretion determines that LESSEE's continued tenancy is not in conformity with LESSOR's intended use of the Property, LESSOR shall provide written notice to LESSEE that the Agreement will not be extended. #22948v2 25A-4 Exhibit 1 b. Thereafter, each subsequent renewal shall be subject to the following procedure: if LESSEE determines that it desires to extend the term, LESSEE shall provide written notice six (6) months prior to the end of the then -current term. Within sixty (60) days of receipt of LESSEE's notice, LESSOR shall determine whether such extension is in LESSOR's best interest and, if not in LESSOR's interest, LESSOR shall deny such extension request. If LESSOR does not respond within sixty (60) days, the Agreement is deemed renewed for an additional Renewal Term. If neither Party provides notice as set forth above, the Agreement shall continue on a month -to -month basis. 6. GOVERNMENTAL APPROVALS. It is understood and agreed that LESSEE's ability to use the Premises is contingent upon its obtaining and maintaining all of the certificates, permits and other approvals (collectively the "Governmental Approvals") that may be required by any Federal, State or local authorities. LESSOR shall cooperate with LESSEE in its effort to obtain such approvals and shall take no action, which would adversely affect that status of the Property with respect to the proposed use by LESSEE. In the event that any Governmental Approval issued to LESSEE is canceled, expires, lapses, or is otherwise withdrawn or terminated by the governmental authority, LESSEE shall have the right to terminate this Agreement. Notice of LESSEE's exercise of its right to terminate shall be given to LESSOR in writing by certified mail, return receipt requested, and shall be effective upon the mailing of such notice by LESSEE. All rentals paid to said termination date shall be retained by the LESSOR. Upon such termination, this Agreement shall become null and void and all the Parties shall have no further obligations including the payment of money, to each other. 7. ROUTINE MAINTENANCE AND REPAIRS. LESSEE maintains the right to perform routine maintenance, repairs, additions, replacements and upgrades without LESSOR approval when no changes to the exterior appearance of LESSEE Facilities previously approved pursuant to the Prior Lease are made. 8. USE/MAINTENANCE. LESSEE may use the Premises for any lawful activity in connection with the provisions of mobile/wireless communications services, including without limitation, the transmission and the reception of communication signals on various frequencies and the construction, maintenance, and operation of related communications facilities. Accordingly, LESSEE shall have the right to maintain, repair, and operate on the Premises communications facilities, including but not limited to, frequency transmitting and receiving equipment, batteries, utility lines, transmission lines, frequency transmitting and receiving antennas and supporting structures and improvements ("LESSEE's Facilities"). Subject to Section 7 above, all new improvements shall be at LESSEE's sole expense and the installation of all new improvements shall be at the discretion and option of LESSEE, with LESSOR approval, which approval shall not be unreasonably withheld, delayed or conditioned. Said approval shall be obtained from LESSOR prior to commencement of any alterations, modifications or improvements by LESSEE submitting architectural and engineering drawings ("Plans") as determined necessary by LESSOR or applicable law or City building specifications for any alterations, modifications or improvements that propose any changes to the exterior of LESSEE'S Facilities. LESSEE agrees that any alteration, maintenance, modifications or #22948v2 25A-5 Exhibit 1 improvements of LESSEE's Facilities shall be effected with all reasonable diligence and precaution to avoid damage to the land, property or personnel. LESSEE may replace, substitute, upgrade and expand its equipment, cables and antennas which comprise LESSEE's Facilities for the purpose of repairing or upgrading the Communications capabilities of LESSEE's Facilities, without LESSOR approval but with notice to LESSOR, so long as the equipment, cables or antennas remain within the original physical parameters of the Premises. LESSEE shall not make any substantive physical and/or aesthetic changes to the Premises without the prior approval of LESSOR which shall not be unreasonably withheld conditioned or delayed. Notwithstanding the foregoing, LESSOR shall not be entitled to receive any additional consideration in exchange for giving its approval of any of the foregoing. LESSEE shall be responsible for the cost of any and all damage to the Property including but not limited to concrete and/or asphalt, buildings and/or appurtenances to the extent caused by LESSEE. LESSOR at its discretion may require LESSEE to repair and or replace said damages or contract for said services and bill LESSEE. The cost of said repairs can be subtracted from any deposits retained by LESSOR. LESSEE shall have the right to install any warning signs on or about the Premises required by federal, state or local law. LESSEE's Facilities shall be maintained in a manner and with materials that are consistent with the approved Plans for the project. The materials actually used must match up with the proposed materials and artistic renderings pursuant to development approvals under the Prior Lease or the approved Plans. LESSOR shall provide LESSEE, LESSEE's employees, agents, contractors, subcontractors and assigns with access to the Premises twenty-four (24) hours a day, seven (7) days a week, at no charge to LESSEE. LESSOR represents and warrants that it has full rights of ingress to and egress from the Property, and hereby grants such rights to LESSEE to the extent required to maintain and operate LESSEE's Facilities on the Premises, and to remove them therefrom. LESSOR shall, at its sole expense, maintain all access roadways from the nearest public roadway to the Premises in a manner sufficient to allow reasonable access to the Premises by LESSOR. Except in cases of emergency, LESSEE agrees to provide twenty-four (24) hours notice to LESSOR before any installation, maintenance, replacement or repair is to take place on the Premises. In the event that maintenance is required, such as the repainting of LESSEE's Facilities, such maintenance must be completed by LESSEE within thirty (30) days after LESSEE's receipt of LESSOR's written notice unless the nature of the maintenance, replacement or repair is of such a nature that greater than thirty (30) days may be needed to complete such work, in which event LESSOR hereby grants to LESSEE such additional time as may be reasonably necessary to complete the work. All improvements, equipment, antennas and conduits shall be at LESSEE's expense and their installation shall be at the discretion and option of LESSEE. LESSEE shall maintain its power and/or communications cable in separate conduits. LESSEE shall provide a separate power supply and obtain a separate meter from Southern California Edison for all of its respective electrical equipment, and shall be responsible for payment of any electrical or other utility charges directly to Southern California Edison. To the extent reasonably possible, all utility conduits shall be buried underground (the Parties recognize and agree, however, that an above ground meter pedestal will be required by Southern California Edison) and placed so as to reasonably minimize visual impacts and to avoid interference with any of LESSOR's maintenance procedures and requirements, vehicle rights of way, and safe use of public rights of way and the Property. #22948v2 25A-6 Exhibit 1 INDEMNIFICATION. a. LESSEE's Indemnity. LESSEE shall indemnify, defend and hold LESSOR, its officers, employees, successors and assigns harmless from and against any and all loss, cost, claim, liability ("Claims") occurring on the Property and arising out of or connected with the negligence or willful misconduct of LESSEE, its officers, agents, employees, or contractors except for Claims arising out of (i) the negligence or willful misconduct of LESSOR, its officers, agents, employees, successors, assigns, or contractors; (ii) violation of law by LESSOR, its officers, agents, employees, or contactors; (iii) the breach or any duty or obligation by LESSOR under this Agreement; or (iv) any condition relating to the Premises which LESSEE has no obligation to repair or maintain. b. LESSOR's Indemnity. LESSOR shall indemnify, defend and hold LESSEE, its officers, employees, successors and assigns harmless from and against any and ajl Claims occurring on the Property and arising out of or connected with the negligence or willful misconduct of LESSOR, its officers, agents, employees, or contractors, including, but not limited to City Business as defined in Section 15 below, except for Claims arising out of (i) the negligence or willful misconduct of LESSEE, its officers, agents, employees, or contractors; (ii) violation of law by LESSEE, its officers, agents, employees, or contractors; (iii) the breach of any duty or obligation by LESSEE under this Agreement; or (iv) any condition relating to the Premises which LESSOR has no obligation repair or maintain. C. Neither Parry shall be liable to the other, or any of their respective agents, representatives or employees for any lost revenue, lost profits, loss of technology, rights or services, incidental, punitive, indirect, special or consequential damages, loss of data or interruption or loss of use of service, even it advised of the possibility of such damages, whether under theory of contract, tort (including negligence), strict liability or otherwise. 10. INSURANCE. a. The Parties hereby waive and release any and all rights of action for negligence against the other which may hereafter arise on account of damage to the Premises or to the Property, resulting from any fire, or other casualty of the kind covered by standard fire insurance policies with extended coverage, regardless of whether or not, or in what amounts, such insurance is now or hereafter carried by the Parties, or either of them. These waivers and releases shall apply between the Parties and they shall also apply to any claims under or through either Party as a result of any asserted right of subrogation. All such policies of insurance obtained by either Party concerning the Premises or the Property shall waive the insurer's right of subrogation against the other Party. b. Lessee shall maintain Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office "occurrence" form or its substantial equivalent including products/completed operations and contractual liability, with limits of liability of $1,000,000 per occurrence and $2,000,000 general aggregate for covered claims arising out of this Agreement. If written with an aggregate, the aggregate shall be double the each occurrence limit. Such insurance shall provide or be endorsed to the effect it will: #22948v2 25A-7 Exhibit 7 i. Include the City of Santa Ana and its employees, representatives, and officers (collectively hereinafter "City and City Personnel") as additional insureds as their interest may appear under this Agreement for claims arising out of this Agreement. ii. Provide that the insurance is primary and non-contributing with any other valid and coIIectible insurance or self-insurance available to City as regards Lessee operations. C. Automobile Liability Insurance with a limit of liability of $1,000,000 combined single limit covering all "owned," "hired" and "non -owned" vehicles. Such insurance shall be endorsed to the effect it will: i. Include the City of Santa Ana and its employees, representatives, and officers as additional insureds as their interest may appear under this Agreement for claims arising out of this Agreement. d. Workers' Compensation Insurance in accordance with the Labor Code of California and covering all employees of the Lessee providing any service in the performance of this agreement. Such insurance shall be endorsed to: Waive the insurer's right of Subrogation against the City and City Personnel. It. INTERFERENCE. LESSEE's Facilities shall not disturb the communications configurations, equipment, and frequency, which exist on the Property as of the effective date of the Prior Lease ("Pre -Existing Communications") as long as the Pre -Existing Communications operate and continue to operate within their respective frequencies and in accordance with all applicable laws and regulations, or public safety communication operations, as may be upgraded periodically, and LESSEE's Facilities shall comply with all applicable non-interference rules of the Federal Communications Commission ("FCC"), LESSOR shall not use, or permit the use of, any portion of the Property in any way, which interferes with LESSEE's use of the Premises or encroaches upon the Premises. In addition to any other rights LESSEE may have hereunder, LESSEE shall have the right to bring legal action to enjoin such interference against the party causing any alleged interference and/or inunediately terminate this Agreement. Notwithstanding the foregoing, Pre -Existing Communications operating in the same manner as on the date this Agreement is frilly executed shall not be deemed interference. LESSOR shall require any future tenants, assignees, licensees, or occupants using any portion of the Property for the operation of mobile/wireless or communications facilities to comply with the provisions of this Section and shall obtain LESSEE's written consent prior to allowing such use of the Property, which such consent shall not be unreasonably withheld, conditioned, or delayed, provided that LESSEE's consent may be withheld if interference with LESSEE's transmissions, receptions, operations, or use, of frequency will result due to such use, whether or not such interference is with LESSEE's frequencies or otherwise. The City Manager shall reasonably determine whether consent is unreasonably withheld and may require LESSEE to consent subject to the above conditions. In the event of any interference with LESSOR's public safety communications operations, LESSEE shall have twenty-four (24) hours after receipt of notice to cure the #22948v2 25A-8 Exhibit 7 interference.If LESSEE fails to do so, LESSOR has the right to require that LESSEE cease operating LESSEE's Facilities causing such interference (except for intermittent testing to determine the source of the interference) until LESSEE is able to recommence operations without causing such interference. If LESSEE's Facilities interfere with LESSOR's public safety communications operations during an emergency, LESSOR may require that LESSEE immediately cease operating LESSEE's Facilities and if LESSEE fails to do so, LESSOR has the right to shut down the electricity supply to LESSEE's Facilities. LESSEE shall reimburse LESSOR for any actual, reasonable costs that LESSOR incurs to cure any interference with LESSOR's public safety communications operations caused by LESSEE's Facilities. In general, Pre -Existing Communications expressly excluded, the Parties agree that another communications facility within one hundred thirty feet (130') of LESSEE's Facilities or another communications facility operating in the 700 MHz to 2500 MHz frequency range will most likely cause interference and, accordingly, LESSOR will not allow such future uses within this distance or in such frequencies from LESSEE's location without the prior written consent of LESSEE. LESSEE acknowledges that its grant does not exclude other communication facilities on the Property (other than the Premises and a one hundred thirty foot (130') radius from the Premises) and LESSEE agrees to reasonably cooperate with LESSOR and other potential communication facility operators as to their proposed operations not inconsistent with this Agreement. The Parties acknowledge that there will not be an adequate remedy at law for noncompliance with the provisions of this Paragraph and therefore, either Party shall have the right to equitable remedies, such as, without limitation, injunctive relief and specific performance. 12. REMOVAL UPON TERMINATION. LESSEE, upon expiration or earlier termination of the Agreement, shall, within ninety (90) days, remove all of LESSEE's fixtures and all personal property and otherwise restore the Premises substantially to its original condition, at LESSEE's sole expense, reasonable wear and tear, and casualty excepted. Underground conduits, foundations and equipment/storage buildings may remain at LESSOR's option. LESSOR agrees and acknowledges that all of the equipment, fixtures and personal property of LESSEE shall remain the personal property of LESSEE and LESSEE shall have the right to remove the same, whether or not said items are considered fixtures and attachments to real property under applicable law. If such time for removal causes LESSEE to remain on the Premises past the aforementioned ninety (90) day period after the expiration or earlier termination of this Agreement, LESSEE shall pay rent at the then existing monthly rate or on the existing monthly pro-rata basis if based upon a longer payment term, until such time as the removal of the building, antenna structure, fixtures and all personal property are completed. Antenna support structure and all utilities cabling and wiring shall remain at LESSOR's option. 13. RECORDING. if requested by LESSEE, LESSOR agrees promptly to execute and deliver to LESSEE a recordable Memorandum of Land Lease Agreement in the form of the attached Exhibit "D". LESSEE agrees to execute and record a quitclaim deed or other instrurnent evidencing the termination of LESSEE's interest in the Property within thirty (30) days following LESSEE's receipt of written notice delivered by LESSOR to LESSEE after the expiration or termination of this Agreement. #22948v2 25A-9 Exhibit 7 14. RIGHTS UPON SALE. Should the LESSOR, at any time during the term of this Agreement, decide to sell all or any part of the Property to a purchaser other than LESSEE, such sale shall be under and subject to this Agreement and LESSEE's rights hereunder, and any sale by the LESSOR of the portion of this Property underlying the right-of-way herein granted shall be under and subject to the right of LESSEE in and to such right-of-way. LESSOR shall obtain for the benefit of LESSEE a reasonable non -disturbance agreement from the present and any future mortgagee(s) or holder(s) of a deed of trust confirming that LESSEE's right to quiet possession of the Premises during this Agreement shall not be disturbed, so long as LESSEE, is not then in default beyond any applicable cure period under this Agreement. 15. QUIET ENJOYMENT. LESSOR covenants that LESSEE, on paying the Rent and performing the covenants herein, shall peaceably and quietly have, hold and enjoy the Premises, provided however, that LESSOR shall have the right and privilege to conduct City Business on the Property, as necessary. "City Business" shall include, but not be limited to the following: minor maintenance, minor landscaping, minor construction, concessionaires, and City sponsored events, located near the Premise, so long as the City Business does not interfere with or impair the operation of LESSEE's Facilities or LESSEE's access to the Premises. 16. TITLE. LESSOR covenants that LESSOR is seized of good and sufficient title and interest to the Property and has fitll authority to enter into and execute this Agreement. LESSOR farther covenants that there are no other liens, judgments or impediments of title on the Property or affecting LESSOR's title to the same and that there are no covenants, easements or restrictions which prevent the use of the Premises by LESSEE as set forth above. 17. NO LIENS. LESSEE will not permit any mechanics' or materialmen's liens on the Property for any labor or material furnished to LESSEE in connection with work performed. LESSEE shall have the right to contest the validity, nature, or amowrt of any such lien but, upon the final determination of such questions, shall immediately pay any adverse judgment rendered with all proper costs and charges and have the lien released at its own expense. If LESSEE desires to contest any such lien, then prior to commencing such contest, it will post a bond, where necessary, to release the lien. 18. MISCELLANEOUS LESSEE RESPONSIBILITIES. a. Maximum Permissible Exposure. LESSEE shall comply with all present and future laws, orders and regulations relating to Maximum Permissible Exposure ("MPE") and other related health issues directly applicable to its operation of LESSEE's Facilities, as well as the American National Standards Institute ("ANSI") standards to the extent that such ANSI standards are fully consistent with such laws, orders and regulations. Without limiting the provisions of LESSEE's indemnity contained herein, LESSEE, on behalf of itself and its successors and assigns, shall indemnify LESSOR from and against all claims of personal injuries due to violation of MPE to the extent such personal injuries are actually and solely caused by the violation of MPE by LESSEE's Facilities on the Premises and not in combination with any other source. b. LESSEE shall maintain LESSEE's Facilities and shall make all repairs to the Premises necessitated to keep the Premises safe. LESSOR may require LESSEE to make #22948v2 25A-10 Exhibit 7 repairs to and/or replace damaged equipment of LESSEE's Facilities and/or any parts thereto regardless of fault (including but not limited to damage caused by vandalism or acts of god not later than three (3) weeks after said damage is reported to LESSEE, except for damage caused by LESSOR. This time period may be extended with written authorization from the City Manager. In the event such authorization is not given and repairs are not made within such three (3) weeks, LESSOR may cause such repairs to be made including making said repairs and/or hiring a consultant to make said repairs. LESSOR may charge LESSEE for the reasonable cost of said services. Damage to the Premises caused by graffiti shall be removed within ten (10) days after notification of the graffiti to LESSEE by LESSOR. If said graffiti is not removed within the ten (10) day period, City may remove said graffiti and bill LESSEE for the cost of services. C. LESSEE shall pay all personal property taxes assessed directly against its equipment and all increases in LESSOR's real property taxes or assessments directly attributable to installation of LESSEE's equipment or LESSEE's use of the Premises, within sixty (60) days after receipt of satisfactory documentation indicating calculation of LESSEE's share of such real estate taxes and proof of payment provided that such amounts are in fact due within said sixty (60) day period. LESSEE has the right to challenge any unreasonable tax assessment. d. LESSOR grants LESSEE the right to obtain utilities for the operation of LESSEE's Facilities. LESSEE shall be responsible directly to the serving entities for any and all utilities required by LESSEE for its use of the Premises. LESSOR shall cooperate with LESSEE in its efforts to obtain utilities from any location provided by LESSOR or the servicing utility, including signing any easement or other instrument reasonably required by the utility company. C. LESSEE shall have the right to replace or repair its equipment or any portion thereof during the Term of this Agreement. LESSEE will maintain the Premises in a good condition, reasonable wear and tear excepted. 19. EMERGENCY USE OF SITE. LESSEE shall make available to the police, fire and emergency services of the City of Santa Ana, space on its communications tower at no cost to LESSEE or said City entities, provided LESSEE's antenna structure can accommodate LESSOR's proposed equipment, which determination shall be made by LESSEE in its sole but good faith discretion. The City of Santa Ana is responsible for maintaining its own equipment. The space to be made available will not create interference with LESSEE's communications operations. As to any future subleases, their respective installations will be permitted only at such locations that will not cause interference with LESSEE or LESSOR and the City's operations. The City entities will be afforded 24-hour access to its equipment at the Property. City shall be responsible for the cost of any and all damage to the Premises or LESSEE's Facilities to the extent caused by City. In addition, the City will be provided "power backup" by LESSEE, if available at the Premises. 20. INTEGRATION. It is agreed and understood that this Agreement contains all agreements, promises and understandings between the LESSOR and LESSEE and that no verbal or oral agreements, promises or understandings shall be binding upon either the LESSOR or LESSEE in any dispute, controversy or proceeding at law, and any addition, variation or modification to this Agreement shall be void and ineffective unless made in writing and signed by the Parties. In the event any provision of the Agreement is found to be invalid or #22948v2 25A-11 Exhibit 7 unenforceable, such finding shall not affect the validity and enforceability of the remaining provisions of this Agreement. The failure of either Party to insist upon strict performance of any of the terms or conditions of this Agreement or to exercise any of its rights under the Agreement shall not waive such rights and such Party shall have the right to enforce such rights at any time and take such action as may be lawful and authorized under this Agreement, either in law or in equity. 21. GOVERNING LAW AND CHOICE OF VENUE. This Agreement and the performance thereof shall be governed, interpreted, construed and regulated by the laws of the State of California, and the Parties agree that any action arising from or relating to any obligation under this Agreement shall be commenced and pursued in either (1) the Superior Corot of the State of California, County of Orange, or, (2) so long as all other prerequisites for federal court jurisdiction are satisfied, the United States District Court, Central District of California. 22. ASSIGNMENT AND CO -LOCATION. a. LESSEE will not assign or transfer this Agreement without the prior written consent of LESSOR, which consent will not be unreasonably withheld, delayed or conditioned; provided, however, that LESSEE shall have the right to assign its rights under this Agreement without LESSOR's consent, to any of LESSEE's (i) partners, parents, subsidiaries, affiliates, or successor legal entities, (ii) in connection with the sale, exchange, or other transfer of LESSEE's FCC authorization for the geographic area in which the Premises are located or of majority of LESSEE's network assets in the geographic area where the Premises are located, or (iii) in connection with any financing, loan, security interest, pledge, or mortgage of LESSEE's property. b. LESSEE acknowledges and agrees that the City policy is to provide for co -location on communication tower facilities and will reasonably facilitate any co -location subject to the conditions outlined in Section 11 (INTERFERENCE) above at no cost to LESSEE. LESSEE further agrees that LESSOR shall retain ownership of any further lease rights with respect to space for additional communication facilities on the Property, other than the Premises which is already leased to LESSEE. Any future carries or co -locator shall enter into a separate ground lease agreement with the City. 23. NOTICES. All notices hereunder must be in writing and shall be deemed validly given if received by certified mail, return receipt requested or by commercial courier, provided the courier's regular business is delivery service and provided further that it guarantees delivery to the addressee by the end of the next business day following the courier's receipt from the sender, addressed as follows (or any other address that the Party to be notified may have designated to the sender by like notice): LESSOR: City of Santa Ana Cleric of the Council 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702 #22948v2 25A-12 Exhibit 7 COPY: City of Santa Ana - Office of the City Attorney 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 LESSEE: Los Angeles SMSA Limited Partnership, d/bla Verizon Wireless 180 Washington Valley Road Bedminster, New Jersey 07921 Attention: Network Real Estate (Site: Courthouse SA) Notice shall be effective upon mailing or delivering the same via commercial courier, as permitted above. 24. SUCCESSORS. This Agreement shall extend to and bind the heirs, personal representatives, successors, and assigns of the Parties hereto. 25. SUBORDINATION AND NON -DISTURBANCE. At LESSOR's option, this Agreement shall be subordinate to any future master lease, ground lease, mortgage, deed of trust or other security interest ("Mortgage") by LESSOR which from time to time may encumber all or part of the Property or rigbt-of-way; provided, however, as a condition precedent to LESSEE being required to subordinate its interest in this Agreement to any future Mortgage covering the Property, LESSOR shall obtain for LESSEE's benefit a non -disturbance and attornment agreement in the form reasonably satisfactory to LESSEE, ("Non -Disturbance Agreement"), and shall recognize LESSEE's right to remain in occupancy of and have access to the Premises as long as LESSEE is not in default of this Agreement beyond applicable notice and cure periods. 26. ATTORNEYS' FEES. The prevailing party in any legal action or lawsuit arising hereunder shall be entitled to its reasonable attorneys' fees and court costs as determined by an appropriate court of law, including appeals, if any. 27. DEFAULT. In the event there is a default by either Party with respect to any of the provisions of this Agreement or its obligations under it, or the conditional use permit (if any), and/or any applicable local, state or federal laws or regulations, or the payment of the Rent, the non -defaulting Party shall give the defaulting Party written notice of such default. After receipt of such written notice, the defaulting Party shall have thirty (30) days in which to cure any monetary default and thirty (30) days in which to cure any non -monetary default, provided the defaulting Party shall have such extended period as may be commercially reasonably required beyond the thirty (30) days if the nature of the cure is such that it reasonably requires more than thirty (30) days and the defaulting Party commences the cure within such thirty (30) day period following a written notice of default and thereafter continuously and diligently pursues the cure to completion. The non- defaulting Party may not maintain any action or effect any remedies for default against the defaulting Party unless and until the defaulting Party has failed to cure the same within the time periods provided in this Paragraph. Delay in curing a default will be excused if due to an event of force majeure. #22948v2 25A-13 Exhibit 7 28. REMEDIES. Upon an uncured default, the non -defaulting Party may at its option (but without obligation to do so), perform the defaulting Parry's duty or obligation on the defaulting Party's duty or obligation on the defaulting Party's behalf, including but not limited to the obtaining of insurance required to be maintained by LESSEE under this Agreement. The costs and expenses of any such performance by the non -faulting Party shall be due and payable by the defaulting Party within thirty (30) days following receipt of such party of a written invoice therefor accompanied by reasonable substantiation of any such costs incurred. In the event of an uncured default by either Party with respect to a material provision of this Agreement, without limiting the non -defaulting Party in the exercise of any right or remedy which the non -defaulting Party may have by reason of such uncured default, the non -defaulting Party may terminate this Agreement. In the event of an uncured default the non -defaulting Party shall have the right to pursue an action for specific performance (including the payment of rent) and for the recovery of actual damages. No consequential damages, punitive damages, treble damages, and/or lost profits, or other financial recovery shall be available to either Party. 29. ENVIRONMENTAL. a. LESSEE shall not bring any Hazardous Materials onto the Premises/Property, except for those contained in its back-up power batteries and common materials used in telecommunications operations. "Hazardous Materials" shall mean any substance, chemical or waste identified as hazardous, toxic or dangerous in any applicable federal, state or local law or regulation, including petroleum and asbestos. LESSEE will treat and dispose of any Hazardous Materials brought onto the Premises/Property by it in accordance with all federal state and local laws and regulations. b. LESSOR will be responsible for all obligations of compliance with any and all environmental and industrial hygiene laws, including any regulations, guidelines, standards, or policies of any governmental authorities regulating or imposing standards of liability or standards of conduct with regard to any environmental or industrial hygiene conditions or concerns as may now or at any time hereafter be in effect, that are or were in any way related to activity now conducted in, on, or in any way related to the Property, unless such conditions or concerns are caused by the activities of LESSEE. C. LESSOR shall hold LESSEE harmless and indemnify LESSEE from and assume all duties, responsibility and liability at LESSOR's sole cost and expense, for all duties, responsibilities, and liability (including but not limited to payment of penalties, sanctions, forfeitures, losses, costs, or damages) and for responding to any action, notice, claim, order, summons, citation, directive, litigation, investigation or proceeding which is in any way related to: (i) failure to comply with any environmental or industrial hygiene law, including without limitation any regulations, guidelines, standards, or policies of any governmental authorities regulating or imposing standards of liability or standards of conduct with regard to any environmental or industrial hygiene concerns or conditions as may now or at any time hereafter be in effect, unless such compliance results from conditions caused by LESSEE; and (ii) any environmental or industrial hygiene conditions arising out of or in any way related to the condition of the Property or activities conducted thereon, unless such environmental conditions are caused by LESSEE. #22948v2 25A-14 Exhibit 7 d. In the event LESSEE becomes aware of any hazardous materials on the Property, or any environmental, health or safety condition or matter relating to the Property, that, in LESSEE's determination, renders the condition of the Premises or Property unsuitable for LESSEE's use, or if LESSEE believes that the leasing or continued leasing of the Premises would expose LESSEE to undue risks of liability to a government agency or third party, LESSEE will have the right, in addition to any other rights it may have at law or in equity, to terminate this Agreement upon written notice to LESSOR. 30. CASUALTY. In the event of damage by fire or other casualty to the Premises that cannot reasonably be expected to be repaired within sixty (60) days following same or, if the Property is damaged by fire or other casualty so that such damage may reasonably be expected to disrupt LESSEE's operations at the Premises for more than sixty (60) days, then LESSEE may at any time following such fire or other casualty, provided LESSOR has not commenced the restoration required to permit LESSEE to resume its operation at the Premises, terminate this Agreement upon twenty (20) days written notice to LESSOR. Any such notice of termination shall cause this Agreement to expire with the same force and effect as though the date set forth in such notice were the date originally set as the expiration date of this Agreement and the parties shall make an appropriate adjustment, as of such termination date, with respect to payments due to the other under this Agreement. If LESSEE decides not to terminate this Agreement Rent shall be abated proportionally to the reduction of use. 31. CONDEMNATION. In the event of any condemnation of the Premises, LESSEE may terminate this Agreement upon fifteen (15) days written notice to LESSOR if such condemnation may reasonably be expected to disrupt LESSEE's operations at the Premises for more than forty five (45) days. LESSEE may on its own behalf make a claim in any condemnation proceeding involving the Premises for losses related to the antennas, equipment, its relocation costs and its damages and losses, and any other amount recoverable by LESSEE under condemnation law (but not for the loss of its leasehold interest). Any such notice of termination shall cause this Agreement to expire with the same force and effect as though the date set forth in such notice were the date originally set as the expiration date of this Agreement and the Parties shall make an appropriate adjustment as of such termination date with respect to payments due to the other under this Agreement. 32. SUBMISSION OF LEASE. The submission of this Agreement for examination does not constitute an offer to lease the Premises and this Agreement becomes effective only upon the full execution of this Agreement by the Parties. 33. APPLICABLE LAWS. LESSEE shall use the Premises for the use described herein in accordance with applicable laws, rules and regulations. LESSOR agrees to keep the Property in conformance with all applicable, laws, rules and regulations and agrees to reasonably cooperate with LESSEE regarding any compliance required by LESSEE in respect to its use of the Premises. 34. SURVIVAL. The provisions of the Agreement relating to indemnification from one Party to the other Party shall survive any termination or expiration of this Agreement. Additionally, any provisions of this Agreement which require performance subsequent to the termination, or expiration of this Agreement shall also survive such termination or expiration. #22948v2 25A-15 Exhibit 7 35. CAPTIONS. The captions contained in this Agreement are inserted for convenience only and are not intended to be part of the Agreement. They shall not affect or be utilized in the construction or interpretation of the Agreement. 36. PROPERTY SPECIFIC ACCESS RULES/REGULATIONS. LESSEE agrees to abide by all rules and regulations of the Property and Premises imposed by LESSOR as set forth in Exhibit "E," attached hereto, as the same may be changed from time to time upon reasonable notice to LESSEE and as adopted and applied in a uniform and non-discriminatory manner, and otherwise in accordance with applicable law, rules and regulations. These rules and regulations are specific to the LESSEE's Facilities and are imposed to insure the proper maintenance, good order and reasonable use of the Premises and Property and as may be necessary for the enjoyment or the Premises and Property by both parties hereto. Notwithstanding the foregoing, in the event of a conflict between such rules and regulations and this Agreement, the Agreement shall control. 37. POWERING DOWN DURING MAINTENANCE/REPAIR. LESSEE agrees that during all maintenance on LESSEE's Facilities, while following the procedures and guidelines set forth by the Occupational Safety and Health Administration (OSHA) and the FCC implementing the National Environmental Policy Act of 1969, when continuing transmission is deemed unsafe for maintenance personnel (based upon standards promulgated by a governmental authority having jurisdiction over LESSEE) due to radiation, the effected transmitters of LESSEE will be turned off until the unsafe condition no longer exists. The earliest practicable notice will be given to LESSEE using the information in Exhibit "E," as applicable. 38. TERMINATION. A. Compelled Termination: If, during the Agreement term, there is a determination made pursuant to an unappealable order of a county, state, or national governmental health agency having proper jurisdiction over LESSEE's operations that LESSEE's use of the Premises poses a human health hazard which cannot be remedied and that LESSEE must cease all operations on the Premises, then LESSEE shall immediately cease all operations on the Premises and this Agreement shall terminate as of the date of such order. In the event the FCC, or any successor agency, makes a determination which is final and non -appealable or which is affirmed and becomes final after the exhaustion of all available appeals concluding that LESSEE's use as set forth in this Agreement presents a material risk to the public health or safety and that LESSEE must cease all operations on the Premises, LESSOR may terminate this Agreement upon fourteen (14) days notice to LESSEE. B. Termination by LESSEE: Without limiting LESSEE's other termination rights hereunder, LESSEE may terminate this Agreement by notice to LESSOR if (i) LESSEE does not obtain all permits, consents, easements, non -disturbance agreements or other approvals (collectively "approval") reasonably desired by LESSEE or required from any governmental authority or any third party related to or reasonably necessary to operate, maintain, replace, or remove LESSEE's Facilities, or if any such approval is canceled, expires or is withdrawn or terminated without any fault of LESSEE, or (ii) LESSOR fails to have proper ownership of the Property or the authority to enter into this #22948v2 25A-16 Exhibit 1 Agreement, or (iii) LESSOR fails to cure a default pursuant to Section 27; or (iv) for any reason or no reason at all after providing notice to LESSOR of the termination one (1) year in advance of the termination date. Upon termination, all prepaid Rent shall be retained by LESSOR, unless termination is pursuant to (ii) through (iii) above as the result of LESSOR's default. C. Termination by LESSOR: LESSOR may terminate this Agreement if LESSEE fails to perform any of its obligations pursuant to this Agreement (including all attached Exhibits/Attachments) after giving written notice to LESSEE and reasonable tune to cure as set forth in Section 27 above. 39. MISCELLANEOUS PROVISIONS. A. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and each party shall indemnify the other fully including reasonable costs and attorney's fees, for any injuries or damages incurred in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. B. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Lease Agreement to be effective as of the last date written below. ATTEST: Bv: Daisy Gomez Clerk of the Council APPROVED AS TO FORM: "LESSOR" CITY OF SANTA ANA By: Kristine Ridge City Manager Date: "LESSEE" SONIA R. CARVALHO Los Angeles SMSA Limited Partnership, City Attorney d/b/a Verizon Wheless By: XGt� A. Rey By: AirTouch Cellular Inc. Laura A. Rossini Its: General Partner Acting Chief Assistant City Attorney By: Name: >A " cti -j Title: Date: it #22948v2 25A-17 Exhibit 1 STATE OF WASHINGTON ) ) ss. COUNTY OF KING ) On this( day of NVe-r n bely 20& before me, a Notary Public in and for the State of Washington, personally appeared James A. Wales, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person who executed this instrument, on oath stated that he was authorized to execute the instrument, and acknowledged it as the Executive Director Network Field Engineering of Seattle SMSA Limited Partnership d/b/a Verizon Wireless, By Cellco Partnership, Its General Partner, to be the free and voluntary act and deed of said party for the uses and purposes mentioned in the instrument. IN WITNESS WHEREOF, I have hereunto set my hand and official seal the day and year first above written. residing at JANNETTE L CLARK My appolr Not Public State of Washington Print Nam Commission N 173345 My Comm. Expires Aug 29, 2022 for the State of WA, 25A-18 Exhibit 1 EXHIBIT "A" Property #22948v2 25A-19 Exhibit 7 Exhibit A LEGAL DESCRIPTION FOR EASEMENTS PURPOSES In the City of Santa Ana, County of Orange, State of California, being those portions of Julian Chaves Allotment, in the Southwest Quarter of Section 12, Township 5 South, Range 10 West, as per map of partition of the Rancho Santiago de Santa Ana, recorded September 12,1868 in Book "B", page 410 of Judgments of the District Court of the 1711 Judicial District in Los Angeles, California, described as follows: Commencing at the centerline Intersection of Flower Street and Sixth Street as said intersection is shown on Record of Survey 95-1031, filed in Book 149, pages 49 and 50, of Records of Survey, in the Office of the Recorder of Orange County; Thence North 00 34' 59" East, 139.48 feet along said centerline of Flower Street to point hereinafter referred to as "Point A"; Parcel A (Easement A) Commencing at said "Point A'; Thence North 890 25' 01" West, 150.93 feet to the Point of Beginning; Thence North 0" 34' 59" East, 20.75 feet; Thence North 89" 25' 01" West, 22.75 feet; Thence South 0° 34' 59" West, 20.75 feet; Thence South 890 25' 01" East, 22.75 feet to the Point of Beginning. Parcel B (Easement B) Commencing at said "Point A"; Thence North 0° 34' 59" East, 42.16 feet along said centerline of Flower Street; Thence North 89' 25' 01" West, 120.45 feet to the Point of Beginning; Thence North 0' 34' 59" East, 21.83 feet; Thence North 89" 25' 01" West, 15.58 feet; Thence South 0° 34' 59" West, 21.83 feet; Page 1 of 2 25A-20 Exhibit 7 Thence South 89° 25' 01" East, 15.58 feet to the Point of Beginning. Containing 812.0 square feet more or less. Subject to all Covenants, Conditions, Reservations, Restrictions, Rights of Way and Easements of record, if any. The bearing used for Flower Street is North 0° 34' 59" East, per Record of Survey 95-1031, filed in Book 149, pages 49 and 50, of Records of Survey, in the Office of the Orange County Recorders. All as shown on Exhibit B, attached hereto and by this reference made a part hereof. Prepared by me, or under my direction on r5 Z —a Zv John M. Gonzales, PLS 9065 rr:'rG -A N MZALES * No.9065 * �rF of cAVF°�� Page 2 of 2 25A-21 Exhibit 7 EXHIBIT "B" PLAT TO ACCOMPANY EASEMENTS LEGAL DESCRIPTIONS CIVIC CENTER DRIVE (FORMERLY EI w 2.J ow PARCEL "B" zo (EQUIPMENT AREA) z N 890 25' 01 " W 3 m Ln v O tN m v m O m S 89025` 01" E PARCEL "A" (MONOPINE) N 890 25' 01" W u n n i N 890 25' 01" W POB. .. _........ 120.45' / z N 89025' 01" W .......... I.- ................ S 89.25 01 E 150.93' ' P� PT. „A' C¢ O �OQ _ c �O �v A,> o O� F V �} SIXTH STREET v m 0 WLd m a W a 01 a w m � d Q u7 0 a a m W p N 3 U a p W J of a W O 0. Z Z 1 W 0 W a m p N Q W v � o 0 0 .- z rn PAGE 1 OF 1 25A-22 Exhibit 7 EXHIBIT C (TOPOGRAPHY) SKETCH TO ACCOMPANY EASEMENT LEGAL DESCRIPTION (FOR REFERENCE ONLY) (EDDIE WEST FIELD a w � o Q M Z S F-� Q O W Z •• to W _1 a U PARCEL B UNDER SEATING AREA EXICT[Nlr. CELL PAR ALL ARE iiI BACK OF WALK C.L. W. 6TH STREET _ ZI PAGE 1 OF 1 25A-23 Exhibit 1 EXHIBIT °B" Premises See attached. #22948v2 25A-24 Exhibit 1 NOTES: O1 EXISTMG CHAINLINK FENCE. O PROPERTY UNE. O3 EXISTING BUILDING. ® EXISTING BLEACHER. © EXISTING FOOTBALL FIELD, O EXISTING PARKING AREA, O7 EXISTING LANDSCAPE AREA. O EXISTING LESSEE EQUIPMENT AREAL O9 PROPOSED LESSEE AREA OF INPROVELIENT. EIGHTH STREET 2 - _X=XxXXX I � I I I I I I x SEE ENLARGED PLAN =i w U lC1J — (n 2 = of II < I _ I0 IIx e 9 e " 9 s 1 x I 1 3 x B I X I 1 W E SIXTH STREET 2 5 SITE: SANTA ANA COURTHOUSE GEN) PLAN. SITE PLAN SITE ADDRESS: SITE ACQUISITION SPECIALIST: ER STREET FLOWER STREET PLWCO3 - AN NO LAN 10590 WEST OCEAN SAN A ANA SANTA ANA. CA 374-71AT 7176 DRIVE SMITE 300 SAN DIEGO, CA 92130 7TEL: DATE: SCALE: 03-21-19 N.T.S. PAGES: PAGE 1 OF 2 REV: 0 858-799-7850 LEASE EXHIBIT Exhibit 1 NOTES: O ENOSTING CHAINUNK FENCE O9 EXISTNG LESSEE NON-EXCLUSIVE UNDERGROUND EASEMENT. O2 EXISIING BUILDING. O EXISTING BLEACHER. O EAISBNG PARKING AREA. O5 EXISTING LANDSCAPE AREA. O EXISTING LESSEE EQUIPMENT AREA. (D EXISTING LESSEE WIRELESS 50-0' MONOPINE. O PROPOSED LESSEE AREA OF IMPROVEMENT. _____________- I I I I El I ❑ I I I � 3 I ❑ � d' I 5 � 1 N I I I 1 � I I I I 326.57 S.F. j 15'-7" I I Inl TOTAL LEASE AREA x I y 798.59 S.F. 7 i --- - Ial x r_____ - —- - _____4 I I B ICI I I III I III I i W E x 472.02 S.F. 7 f `------------------ 22'-9° x SITE. SANTA ANA COURTHOUSE GEN) PLAN. SITE PLAN SITE ADDRESS: SITE ACQUISITION 'SPECIALIST: 10590 WEST OCEAN 602 NORTH FLOWER STREET SANTA .ANA. CA 94702 PLANCOM - JONATHAN HO 626) 374-7178 DATE: SCALE: 03_41_19N.T.S. PAGES: PAGE 2 OF 4 REV: 0 DRIVE SUITE 300 mdj 7 SAN OIEGG, CA 92130 TEL: 858-799-7850 LEASE EXHIBIT Exhibit 1 EXHIBIT "C" Survey #22948v2 25A-27 Exhibit 1 LXIIIBIT "D" Memorandum of Land Lease #22948v2 25A-28 Exhibit 7 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: McGuireWoods LLP 1800 Century Park East, 8th Floor Los Angeles, California 90067 Attn: Calvin Y. Shin, Esq. Re: Courthouse SA MEMORANDUM OF LAND LEASE AGREEMENT Assessor Parcel Number: 405-191-01 THIS MEMORANDUM OF LAND LEASE AGREEMENT ("Memorandum") is made and entered into on as of the last signature date below 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, hereinafter- "LESSOR" and Los Angeles SMSA Limited Partnership, d/b/a Verizon Wireless, by and through its general partner AirToueb Cellular Inc., hereinafter designated "LESSEE." LESSOR hereby leases to LESSEE for a term of ten (10) years, commencing on November I, 2020, with three (3) five year optional extensions, on the terms and conditions set forth in the Land Lease Agreement ("Agreement") by and between the parties hereto dated as of the last signature date thereon, all the terms and conditions of which are made a part of this Memorandum as though fully set forth herein, the Premises (as defined in the Agreement), in the County of Orange, State of California, located at 602 North Flower Street Santa Ana, CA 92702, and as legally described in Exhibit "A" attached hereto and made a part hereof. 25A-29 Exhibit 1 IN WITNESS WHEREOF, the parties hereto have set their hands and affixed their respective seals the day and year last written below. "LESSOR" CITY OF SANTA ANA By: Kristine Ridge City Manager Date: "LESSEE" Los Angeles SMSA Limited Partnership, d/b/a Verizon Wireless By: AirTouch Cellular Inc. Its: General Partner By: Name: zt . n .. A c.la �- � Title: X b J,v Date: U 1 s I L� 25A-30 Exhibit 7 LESSOR NOTARY ACKNOWLEDGMENT A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF COUNTY OF On before me, Notary Public, personally appeared _ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Notary Public (Seal) 25A-31 Exhibit 7 LESSOR NOTARY ACKNOWLEDGMENT A Notary Public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF ___--,'�hfvQJeyI K 1 COUNTY OF n ) On 21 , before me, personally appeared who proved to me on the basis of satisfactory evidence to be the person(4 whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/hr/their authorized capacity(ies), and that by his/leer/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of VJQ`=un-c�W that the foregoing paragraph is true and correct. WITNESS my hand and official seal. (Seal) JANNETTE L CLARK Notary Public State of Washington Commission N 173345 My Comm. Expires Aug 29, 2022 25A-32 Exhibit 7 Exhibit A LEGAL DESCRIPTION FOR EASEMENTS PURPOSES In the City of Santa Ana, County of Orange, State of California, being those portions of Julian Chaves Allotment, in the Southwest Quarter of Section 12, Township 5 South, Range 10 West, as per map of partition of the Rancho Santiago de Santa Ana, recorded September 12, 1868 In Book "B', page 410 of Judgments of the District Court of the 17th Judicial District in Los Angeles, California, described as follows: Commencing at the centerline intersection of Flower Street and Sixth Street as said intersection is shown on Record of Survey 95-1031, filed in Book 149, pages 49 and 50, of Records of Survey, in the Office of the Recorder of orange County; Thence North 00 34' 59" East, 139.48 feet along said centerline of Flower Street to point hereinafter referred to as "Point A"; Parcel A (Easement A) Commencing at said "Point A'; Thence North 89° 25' 01" West, 150.93 feet to the Point of Beginning; Thence North 00 34' 59" East, 20.75 feet; Thence North 89` 25' 01" West, 22.75 feet; Thence South 00 34' 59" West, 20.75 feet; Thence South 89' 25' 01" East, 22.75 feet to the Point of Beginning. Parcel B (Easement B) Commencing at said "Point A"; Thence North 0° 34' 59" East, 42.16 feet along said centerline of Flower Street; Thence North 89' 25' 01" West, 120.45 feet to the Point of Beginning; Thence North 0° 34' 59" East, 21.83 feet; Thence North 89° 25' 01" West, 15.58 feet; Thence South 0° 34' 59" West, 21.83 feet; Page 1 of 2 25A-33 Exhibit 7 Thence South 89° 25' 01" East, 15.58 feet to the Point of Beginning. Containing 812.0 square feet more or less. Subject to all Covenants, Conditions, Reservations, Restrictions, Rights of Way and Easements of record, if any. The bearing used for Flower Street is North 0° 34' 59" East, per Record of Survey 95-1031, filed in Book 149, pages 49 and 50, of Records of Survey, in the Office of the Orange County Recorders. All as shown on Exhibit B, attached hereto and by this reference made a part hereof. Prepared by me, or under my direction on Z —g 2� I John M. Gonzales, PLS 9065 _40 JOHN M. O' GONZALES * \, No. 9065 / *, OF Page 2 of 2 25A-34 Exhibit 1 EXHIBIT "B" PLAT TO ACCOMPANY EASEMENTS LEGAL DESCRIPTIONS CIVIC CENTER DRIVE (FORMERLY EIGHT STREET) ------------------------------------ w � aN PARCEL "B" zo (EQUIPMENT AREA) ` z ` N 89425' 01" W m m N v M O a m Q 0 m 15.5B' n FK c c PARCEL "A" (MONOPINE) N 89° 25' 01 " W 15.58' w y n n s '- N 89.25' 01" W POB 20.45'... �20.._.. .. i N � Q V M O 22.75' z N 89.25' 01" W i .... ......... ............ _ ....... S 89'25' 01" E 150.93, I cQ' I O �O �v �1 0� O� F V SIXTH STREET -` O m v 0 m Ln V) i o W rn a w a 01 d 010 UJ 0 m w a v� 3 U D O W J � � LL W z R . z z a LLI W Ln � N a� w v � rn 0 0 rn PAGE 1 OF 1 25A-35 Exhibit 7 EXHIBIT C (TOPOGRAPHY) SKETCH TO ACCOMPANY EASEMENT LEGAL DESCRIPTION % (FOR REFERENCE ONLY) EQQIE WEST FIELD C V 7 C T f KI R ALL a w � o Q M Z S N � � Q ^\ O W Z •• In W J t a U PARCEL B V) UNDER SEATING AREA BACK OF WALK C.L t I i I I W. GTH STREET i ---------___.----J 25A-36 PAGE 1 OF 1 Exhibit 1 EXHIBIT "E" Rules and Regulations #22948v2 25A-37 Exhibit 7 Planning and Building Agency Planning Division 20 Civic Center Plaza P.O. Box 1988 (M-20) Santa Ana, CA 92702 (714)647-5804 w .santa-ana.org WIRELESS COMMUNICATION FACILITIES Sec.41-198, Wireless communication facilities --Purpose. The purpose of these regulations and guidelines is to regulate the establishment of all wireless communication facilities to protect the public safety, general welfare, and quality of life of Santa Ana citizens. The city council has found and determined that these regulations and guidelines for wireless communication facilities are necessary to attain these goals. These regulations are intended to amend applicable provisions of this section, pertaining to communications facilities, Chapter 41 of this Code, and any other applicable provisions contained within this Code. Sec. 41-198.1. Same --Definitions. Unless otherwise stated, the following definitions pertain to sections 41-198 through 41-198.14: Antenna means a device used in communications which transmits or receives radio signals. Antenna, panel means an antenna or array of antennae that are flat and rectangular and designed to concentrate a radio signal in a particular area. Also referred to as directional antennae. Antenna, whip means an antenna that transmits signals in three hundred sixty (360) degrees. They are typically cylindrical in shape and are less than six (6) inches in diameter and measure up to eighteen (18) feet in height. Also called omnidirectional, stick, or pipe antennas. Building mounted means mounted to the side of a building or to another structure such as a water tank, billboard, church steeple, freestanding sign, etc. California Public Utilities Commission (CPUC) means the governmental agency which regulates the terms and conditions of public utilities in the State of California. Cell site means a geographical area that contains both transmitting and receiving antennae. Cellular means an analog or digital wireless communication technology that is based on a system of interconnected neighboring cell sites, each of which contains antennae. Certificate of public convenience and necessity means a certificate issued by the California Public Utilities Commission. Page 1 of 7 cm\cnlr-frm\wireless 9/00 25A-38 Exhibit 7 Co -location means the locating of wireless communications equipment from more than one (1) provider on a single building mounted, roof mounted, or ground mounted or wireless communication facility. Electromagnetic field means the local electric and magnetic fields caused by voltage and the flow of electricity that envelop the space surrounding an electrical conductor. Enhanced specialized mobile radio means a digital wireless communication technology that specializes in providing dispatching services. Ground mounted means mounted to a pole, monopole, lattice tower, or other freestanding structure specifically constructed for the purpose of supporting such antenna. Lattice tower means a structure with two (2) or more support legs that supports a variety of antennae. These towers generally range in height from sixty (60) to two hundred (200) feet and are constructed in areas where great height is needed, microwave antennas are required, or where the weather demands a more structurally sound design - Major wireless communication facility means a wireless communication facility that: (1) Is ground mounted; or (2) Is building or roof mounted and exceeds ten (10) feet in height. Microcell means a wireless communication facility that: (1) Contains a maximum of four (4) whip and twelve (12) panel antennae. Each whip antenna does not exceed four (4) inches in diameter and four (4) feet in length. Each panel antenna does not exceed two (2) square feet in surface area. (2) Contains a maximum of one (1) microwave antennae no larger than ten (10) square feet in surface area. (3) Has an array of antennae less than ten (10) feet in height as measured from the base. (4) Is building or roof mounted. (5) Has a total height, if building or roof mounted, that does not exceed the maximum height permitted in the applicable zoning district in which the facility is located. Minor wireless communication facility means a wireless communication facility that: (1) Consists of a microcell; or Page 2 of 7 cm\cntr-frm\wireless 9/00 25A-39 Exhibit 7 (2) Is building or roof mounted and is less than ten (10) feet in height and does not exceed the maximum height permitted in the zoning district in which the facility is located. (3) Is fully screened from view if roof mounted. Monopole means a structure composed of a single spire used to support antennae and related equipment. Mounted means attached or supported. Multi -purpose tower means a structure that integrates a monopole into a light pole or other utility pole. Personal communication services means a digital wireless communication technology that has the capacity for multiple communications services and will provide a system in which calls will be routed to individuals rather than places, regardless of location. Private wireless communication facility means a wireless communication facility that has not been granted a certificate of public convenience and necessity by the CPUC. Public wireless communication facility means a wireless communication facility that has been granted a certificate of public convenience and necessity by the CPUC. Radiofrequency radiation means electromagnetic radiation in the portion of the spectrum from three (3) kilohertz to three hundred (300) gigahertz. Roof mounted means mounted above the eave line of a building or on any portion of the roof area. Stealth facility means any communications facility which is disguised to blend into the surrounding environment, typically one that is architecturally integrated into a building or other concealing structure. Also referred to as a concealed antenna. Wireless communication facility means any public or private structure that supports antennae, microwave dishes, and other related equipment that sends and/or receives radiofrequency signals. Sec. 41-198.2. Same --Applicability. (a) All wireless communication facilities for which applications were approved and/or building permits issued by the planning and building agency on or prior to the adoption date of this section are subject to the provisions of the nonconforming buildings and uses section of Chapter 41 (sections 41-679 through 41-689). Page 3 of 7 cm\cntr-frm\wireless 9100 25A-40 Exhibit 1 (b) All wireless communication facilities for which building permits have expired, and have not been renewed on or prior to the adoption date of this section, shall be required to comply with the regulations and guidelines contained within this article. Sec. 41-198.3. Same --Permits required. (a) Minor wireless facilities. A land use certificate is required for each installation. (b) Major wireless facilities. A conditional use permit is required for each installation. (c) Multiple wireless communication facilities. A multiple wireless communication facility program shall be adopted for multiple installations of minor wireless communication facilities on a single structure or building. The minor wireless communication facility program shall be reviewed or specified for minor wireless facilities. Each individual installation of a minor wireless facility pursuant to a minor wireless communication facility program requires approval of an installation permit pursuant to the procedures for a land use certificate. (1) No permit shall be issued for multiple installations of any wireless communication facility, except pursuant to an approved multiple wireless communication facility program in accordance with this article. (2) A wireless communication facility program for existing multiple installations of minor wireless communication facilities that do not have an approved program shall be adopted prior to the issuance of any additional wireless communication permits for multiple installations. Said program shall follow the implied program or predominant pattern in use of the existing installations. Sec.41-198.4. Same --Improvement requirements. Site improvements required for major wireless facilities include: (1) Landscaping around the base of the facility, including vines, groundcover, and a twenty-four (24) inch box tree; (2) Decorative fencing such as wrought iron or block around the wireless facility; (3) A solid wall, with a minimum height of six (6) feet, between a wireless facility and all property lines which abut property zoned or used for residential purposes; Page 4 of 7 cm\cntr-frm\wireless 9/00 25A-41 Exhibit 1 The following improvements may be required, as determined by the planning manager, or his or her designee: (4) One (1) parking space for the wireless facility use, if on -site parking is not available; (5) Repairing, repaving and restriping of a parking lot which is in poor condition as identified by the planning division; (6) The repainting of building(s) on a site; and (7) The construction of a new trash enclosure. Sec. 41-198.5. Same --Development criteria. (a) Screening criteria and guidelines. (1) Major wireless communication facilities shall be a stealth facility as defined in section 41-198.1. (2) All wireless communication facilities shall be located in areas that will minimize their aesthetic intrusion on the surrounding community. For building mounted facilities, all screening shall be compatible with the existing architecture, color, texture, and/or materials of the building. (b) Site selection order of preference. (1) Wireless communication facilities shall be located in the following order of preference: a. On existing structures such as buildings, communication towers, church steeples, and freestanding signs. b. In locations where the existing topography, vegetation, buildings, or other structures provide the greatest amount of screening. (2) As part of the application process for major wireless communication facilities, the applicant shall be required to provide written documentation demonstrating a good faith effort in locating facilities in accordance with the site selection order of preference. (c) Other criteria and guidelines. (1) Wireless communication facilities shall not bear any signs of advertising devices other than certification, warning, or other required seals or signage. Page 5 of 7 cm\cn[r-frm\wireless 9100 25A-42 Exhibit 1 (2) All accessory equipment associated with the operation of the wireless communication facility shall be located within a building, enclosure, or underground vault that complies with the development standards of the zoning district in which the accessory equipment is located. Sec. 41-198.6. Same--Locational criteria for all wireless communication facilities. No wireless communication facility shall be established: (1) Within any property zoned or used for residential purposes; or (2) On property that contains any legally -established residential use. Sec.41-198.7, Same--Locational guidelines for all minor wireless communication facilities. Minor wireless communication facilities may be established on property within the city that is not zoned or used for residential uses. Sec.41-198.8. Same--Locational guidelines for all major wireless communication facilities. Providers requesting permission to establish major wireless communication facilities in the city are strongly encouraged to find sites that are separated from residential areas to the greatest extent feasible. No major wireless communication facility should be established within one hundred forty (140) feet of: (1) Any residential zone or land use district; and (2) Any legally -established residential use. Sec. 41-198.9. Same --Height criteria for all major wireless communication facilities. No major wireless communication facility shall exceed sixty (60) feet in height from ground level as measured from the nearest street curb. Sec.41-198.10. Same --Requirement for conditional use permit. Each major wireless communication facility established in the city must first receive approval of a conditional use permit as established by section 41-198.3 of this Code. Sec. 41-198.11. Same --Requirement for design review. Development review approval shall be required prior to the establishment of any major wireless communication facility in accordance with section 41-668 of this Code. See.41-198.12. Same --Private wireless communication facilities. Private wireless communication facilities shall be subject to the provisions of sections 41-198 through 41-198.14. Sec.41-198.13. Same --Conditional use permit expiration. Each major wireless communication facility approved pursuant to this article shall be approved for a period not to exceed five (5) years. See.41-198.14. Same --Abandonment. Lawfully erected wireless communication facilities that are abandoned shall be removed promptly from the premises, and no later than ninety (90) days after the discontinuation of use. A wireless Page 6 of 7 cm\cn(r-frm\wireless 9/00 25A-43 Exhibit 1 communication facility is considered abandoned if it no longer provides wireless communication service. Such removal shall be in accordance with proper health and safety requirements. A written notice of the determination of abandonment shall be sent or delivered to the operator of the wireless communication facility. The operator shall have ninety (90) days to remove the facility or provide the planning division with evidence that the use has not been discontinued. The planning commission shall review all evidence and shall determine whether or not the facility is abandoned. All facilities not removed within the required ninety -day period shall be in violation of this Code and operators of the facility and the owners of the property shall be subject to penalties for violations under the enforcement and penalties provisions of this article. Sec.41-198.15. Same --Violations; penalties. Violations of sections 41-198 through 41- 198.14 shall constitute a misdemeanor punishable by fine or imprisonment or both. Each day the violation continues is punishable as a separate offense pursuant to section 1-8 of this Code. Sec.41-198.16. Same --Severability. All of the provisions of sections 41-198 through 41- 198.14 shall be construed together in order to accomplish the purpose of these regulations. If any provision of this part is held by a court to be invalid or unconstitutional, such invalidity or unconstitutionality shall apply only to the particular facts, or if a provision is declared to be invalid or unconstitutional as applied to all facts, all of the remaining provisions of sections 41-198 through 41-198.14 shall continue to be fully effective. Page 7 of 7 cm\cnlr-frm\wire]ass 9/00 25A-44 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 17, 2020 TITLE: APPROVE A SECOND AMENDMENT TO EXTEND THE TERM AND INCREASE THE OUTDOOR DINING SPACE FOR THE LICENSE AGREEMENT WITH EAST END REALTY PARTNERSHIP, LP AND WURSTHAUS, INC. ALLOWING TEMPORARY OUTDOOR DINING ACTIVITIES TO OCCUR WITHIN PLAZA CALLE CUATRO FOR THE PERIOD DECEMBER 1, 2020 THROUGH NOVEMBER 30, 2021 FOR AN AMOUNT NOT TO EXCEED $2,028 (GENERAL FUND) /s/ Kristine CITY MANAGER CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2od Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO I�I��R�J�I:lq:7 RECOMMENDED ACTION Authorize the City Manager to execute a second amendment to extend the term and increase the outdoor dining space for the License Agreement with East End Realty Partnership, LP and Wursthaus Inc., allowing temporary outdoor dining activities to occur within Plaza Calle Cuatro for the period of December 1, 2020 through November 30, 2021, in an amount not to exceed $2,028, subject to non -substantive changes approved by the City Manager and the City Attorney. DISCUSSION Downtown Santa Ana has several entry points, entry point to Downtown Santa Ana because o but the corner of 4th and French Streets is a unique f the convenient parking structure, vibrant murals, and businesses, in that prime location, is Wursthaus, Inc dining experience that serve hand -made sausages owner and business owner are committed to the su open space at Plaza Calle Cuatro (Plaza), the a variety of active businesses. Among those ., a restaurant that provides an authentic Euro- and German and Belgian beer. The property ccess of Downtown Santa Ana. On May 7, 2019, the City Council approved a license agreement with East End Realty Partnership, LP, 129 W. Wilson Street, Suite 100, Costa Mesa, Ca 92627, and the Wursthaus Restaurant, located at 305 E 4th Street, Suite 106, to conduct temporary outdoor dining activities within Plaza Calle Cuatro for the period of June 1, 2019 to November 30, 2019. After the execution of the agreement, the parties were not able to implement the outdoor dining experience within the Plaza 25B-1 Second Amendment to Outdoor Dining at Plaza Calle Cuatro November 17 2020 Page 2 due to unanticipated delays and loitering concerns within the Plaza. The parties requested a twelve-month extension of the agreement. On November 5, 2019, The City Council approved a twelve-month extension license agreement beginning December 1, 2019 and ending November 30, 2020, with East End Realty Partnership, LP, and Wursthaus, Inc., allowing temporary outdoor dining activities within the Plaza. The outdoor dining activity by Wursthaus has contributed to positive activity within the Plaza. The approximately 200-square-foot area (10' x 20') located immediately adjacent to the southwest corner of Plaza Calle Cuatro and adjacent to the business entrance is utilized for limited outdoor dining activities when not utilized by the City for publicly sponsored events. In an effort to achieve business sustainability, Wursthaus Inc. has requested permission to extend the outdoor patio by an additional five (5) feet, which would align to the restaurant's front door. The request would accommodate the restaurant owner to provide service more efficiently and does not negatively impact Plaza Calle Cuatro. The use of the space will continue to be limited to food and beverage services conducted by Wursthaus located at 305 E 4th Street, Suite 106. The outdoor dining activities will coincide with the restaurant's hours of operation. While these hours may change from time to time, the restaurant typically operates from 11 AM to 12 AM Sunday through Tuesday, 11 AM to 1 AM Wednesday through Thursday, and 11 AM to 2 AM Friday through Saturday. Fixtures within this outdoor dining area are limited to temporary/removable outdoor chairs, tables, umbrellas, and if desired, border barriers (fencing) that can be removed upon notice and request by the City of Santa Ana, in accordance with the license agreement (Exhibit 1). Salient terms of second amendment to the license agreement are as follows: • Twelve-month term • No outdoor dining events permitted when the City of Santa is conducting special events • The City will also retain the right to conduct unplanned events upon 24-hour notice to the licensed party • License Fee $169 per month; calculation of monthly fee: 0 30 days at $161 per day (per City Miscellaneous Fee Schedule) of entire plaza = $4,830 Square Footage of entire plaza = 8,564 (per assessor's records) o Square Footage of dining space = 300 o (300 = 8564 = 3.5% of Plaza multiplied by $4,830 monthly fee = $169 (rounded) • Licensee will be responsible for maintenance of the dining area, providing insurance coverage, and compliance with all other City regulations ENVIRONMENTAL IMPACT In accordance with the California Environmental Quality Act (CEQA), the proposed licensing and leasing activity is exempt from further review in accordance with CEQA Guidelines Section 15301 (Existing Facilities). FISCAL IMPACT The City of Santa Ana will be receiving revenue in the amount of $2,028 from this twelve-month license. Funds will be deposited in the following account for the specified year. 25B-2 Second Amendment to Outdoor Dining at Plaza Calle Cuatro November 17 2020 Page 3 Fiscal Accounting Fund Accounting Unit, Account Amount Year Unit -Account # Description Description FY 20-21 01113002-57361 General Fund PRCSA-Recreation Facility $2,028 Rental Fiscal Impact Verified By: Kathryn Downs, CPA, Executive Director— Finance and Management Services Agency Submitted By: Minh Thai, Executive Director — Planning and Building Agency Lisa Rudloff, Executive Director— Parks, Recreation, and Community Services Agency Steven Mendoza, Executive Director — Community Development Agency Exhibit: 1. Second Amended Agreement 25B-3 Exhibit 1 SECOND AMENDMENT TO TEMPORARY OUTDOOR DINING LICENSE AGREEMENT This SECOND AMENDMENT TO TEMPORARY OUTDOOR DINING LICENSE AGREEMENT ("Second Amendment to License Agreement") is entered into this day of. , 2020, 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 State of California ("City"), East End Realty Partnership, LP, and Wursthaus, Inc. (collectively "Licensee"). RECITALS A. On May 7, 2019, the City and Licensee entered into the Temporary Outdoor Dining License Agreement No. A-2019-063 ("License Agreement") to allow temporary outdoor dining activities within a portion of Plaza Calle Cuatro ("Plaza"), adjacent to real property located at 301-305 East Fourth Street, Suite 106, Santa Ana. B. On November 30, 2019, the City and Licensee entered into a First Amendment to Temporary Outdoor Dining License Agreement No. A-2019-200 to extend the term of said License Agreement, increase the amount of the License Fee to cover the extended term, and clarify the type of fencing that may be installed on the Licensed Property. C. In accordance with the terms and conditions of said License Agreement, the parties desire to: amend said License Agreement to extend the term of said License Agreement for an additional one year, subject to the payment of an additional License Fee by Licensee; increase the amount of the License Fee to cover the extended term; and, allow a five (5) foot extension of the outdoor patio to align with the restaurant's front door. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions of said License Agreement, except as herein modified, the parties agree as follows: 1. Section 1, Term and Purpose of License, shall be amended to extend the term of the License Agreement from November 30, 2020, until November 30, 2021. 2. Section 1, Terms and Purpose of License, shall also be amended to increase the size of the Licensed Premises by extending the outdoor patio by an additional five (5) feet to the south to align with the restaurant's front door, thus increasing the size of the Licensed Premises, as depicted in Exhibit 1 attached hereto and incorporated herein by reference. 3. Section 2, Licensed Premises and Use, subsection (a), shall be amended to reference Exhibit 1 attached hereto to depict the expanded Licensed Premises under said License Agreement. 25B-4 Exhibit 1 4. Section 3, License Fee, shall be amended to reflect that, upon execution of this First Amendment to License Agreement, Licensee shall pay to the City a one-time non-refundable fee of Two -Thousand and Twenty -Eight dollars (S2,028) to cover this second extended term of the License. 5. Except as hereinabove modified, the terms and conditions of said License Agreement remain unchanged and in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to License Agreement the date and year first above written. ATTEST: DAISY GOMEZ Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney Rya}t!0. dge Assistant ity Attorney RECOMMENDED FOR APPROVAL: MR4H THAI Executive Director Planning and Building Agency CITY OF SANTA ANA KRISTINE RIDGE City Manager EAST END REALTY PARTNERSHIP, LP Ryan Chase WURSTHAUS, INC. Gabriel Ruiz 25B-5 Exhibit 1 4. Section 3, License Fee, shall be amended to reflect that, upon execution of this First Amendment to License Agreement, Licensee shall pay to the City a one-time non-refundable fee of Two -Thousand and Twenty -Eight dollars ($2,028) to cover this second extended term of the License. 5. Except as hereinabove modified, the terms and conditions of said License Agreement remain unchanged and in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to License Agreement the date and year fast above written. DAISY GOMEZ Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney lzq,., Ry dge Assi tant ity Attorney RECOMMENDED FOR APPROVAL: MINH THAI Executive Director Planning and Building Agency 2 CITY OF SANTA ANA KRISTINE RIDGE City Manager EAST END REALTY PARTNERSHIP. LP Ryan Chase WURSTHAUS, INC. � Gabriel Rui r Exhibit 1 EXHIBIT 1 EXPANDED LICENSED PREMISES 25B-7 Exhibit 1 EXHIBIT 2 SECOND AMENDMENT TO OUTDOOR DINING LICENSE AGREEMENT EAST END REALTY PARTNERSHIP, LP AND WURSTHAUS INC. TEMPORARY OUTDOOR DINING PLAZA CALLE CUATRO -- s i d Plaza W1g.qV@= e Performing w Stage a ftk n., k w ar h L V C N Y. 5' MORE Sidewalk 4th Street Approved Outdoor Dining Additional 5' requested r REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 17, 2020 TITLE: APPROVAL OF A HISTORIC PROPERTY PRESERVATION AGREEMENTS CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2od Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO /s/ Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION Authorize the City Manager or designee to execute the attached Mills Act agreement with the below -referenced property owners for the identified structure(s), subject to non -substantive changes approved by the City Manager and City Attorney. Historic Property Property Owner(s) Preservation Address/House Vote by HRC Agreement No. Jeffrey Blied 2020-01 1330 S. Broadway 7:0:1 Rivera Absent Paul E. Sanford and Jeffrey J. 2020-02 936 W. River Lane 7:0:1 (Rivera Absent) Lema Kevin A. and Lauren L. Marshall 2020-03 2352 N. Riverside Drive 7:0:1 Rivera Absent Jeffrey M. and Joni L. Black 2020-04 2526 N. Santiago Street 7:0:1 Rivera Absent Matthew D. and Leigh A. Mohler 2020-06 2320 N. Heliotrope Drive 7:0:1 Rivera Absent Sara Camm-Turrietta and Tracie 2020-07 2447 N. Heliotrope Drive 8:0 Turrietta Camron E. and Phyllis A. Bussard 2020-08 1015 W. River Lane 8:0 Valerie J. Boulter 2020-12 920 N. Louise Street 7:0:1 Rivera Absent Timothy J. and Jeanice S. Barker 2020-13 1805 N. Louise Street 8:0 Elliot and Carol Y. Cossaboom 2020-14 2606 N. Flower Street 7:0:1 Rivera Absent 2109 N. Rosewood Richard S. Frankenstein 2020-15 7:0:1 (Rivera Absent) Avenue Ryan and Amy Bruce 2020-16 2214 N. Heliotrope Drive 7:0:1 (Rivera Absent) 888 Tower Apartments, LLC 2020-17 888 N. Main Street 7:0:1 Rivera Absent HISTORIC RESOURCES COMMISSION ACTION On October 29, 2020, the Historic Resources Commission (HRC) recommended that the City Council authorize the City Manager to execute the above referenced Mills Act agreements with the identified property owners for historic structure(s) in the City, subject to non -substantive changes approved by the City Manager and City Attorney. 25C-1 Historic Property Preservation Agreements November 17, 2020 Page 2 DISCUSSION This action allows for the approval of a Historic Property Preservation Agreement (Mills Act Contract) which provides a property tax reduction whereby property owners agree to reinvest the tax savings towards the maintenance of the historic property. Additionally, the agreement prevents inappropriate alterations to the protected historic structure(s). ENVIRONMENTAL IMPACT In accordance with the California Environmental Quality Act, the proposed projects are exempt from further review. The following Categorical Exemptions will be filed for this project: • ER No. 2020-59 (936 W. River Lane) • ER No. 2020-60 (1330 S. Broadway) • ER No. 2020-61 (2526 N. Santiago Street) • ER No. 2020-62 (2352 N. Riverside Drive) • ER No. 2020-64 (2320 N. Heliotrope Drive) • ER No. 2020-65 (2447 N. Heliotrope Drive) • ER No. 2020-66 (1015 W. River Lane) • ER No. 2020-70 (2606 N. Flower Street) • ER No. 2020-72 (2214 N. Heliotrope Drive) • ER No. 2020-73 (2109 N. Rosewood Avenue) • ER No. 2020-74 (1805 N. Louise Street) • ER No. 2020-75 (920 N. Louise Street) • ER No. 2020-76 (888 N. Main Street) FISCAL IMPACT The Historic Property Preservation Agreement will reduce the Property Tax revenue account No. 01102002-50011 to the City by an estimated $23,235.51 annually (noted below) , starting Fiscal Year (FY) 2021-2022 for a period of not less than ten years. HPPA No. Address Estimate Exhibit No. 2020-01 1330 S. Broadway $841.16 1-2 2020-02 936 W. River Lane $1,523.45 3-4 2020-03 2352 N. Riverside Drive $880.81 5-6 2020-04 2526 N. Santiago Street $1,237.73 7-8 2020-06 2320 N. Heliotrope Drive $1,285.78 9-10 2020-07 2447 N. Heliotrope Drive $1,003.39 11-12 2020-08 1015 W. River Lane $1,077.61 13-14 2020-12 920 N. Louise Street $865.20 15-16 2020-13 1805 N. Louise Street $904.94 17-18 2020-14 2606 N. Flower Street $617.93 19-20 2020-15 2109 N. Rosewood Avenue $986.07 21-22 2020-16 2214 N. Heliotrope Drive $1,268.98 23-24 2020-17 888 N. Main Street $10,742.46 25-26 Total for All Properties: $23,235.51 Fiscal Impact Verified By: Kathryn Downs, CPA, Executive Director — Finance and Management Services Agency 25C-2 Historic Property Preservation Agreements November 17, 2020 Page 3 Submitted By: Minh Thai, Executive Director — Planning and Building Agency Exhibits: 1. Mills Act Agreement — 1330 S. Broadway 2. HRC Staff Report— 1330 S. Broadway 3. Mills Act Agreement — 936 W. River Lane 4. HRC Staff Report — 936 W. River Lane 5. Mills Act Agreement — 2352 N. Riverside Drive 6. HRC Staff Report-2352 N. Riverside Drive 7. Mills Act Agreement — 2526 N. Santiago Street 8. HRC Staff Report — 2526 N. Santiago Street 9. Mills Act Agreement — 2320 N. Heliotrope Drive 10. HRC Staff Report — 2320 N. Heliotrope Drive 11. Mills Act Agreement — 2447 N. Heliotrope Drive 12. HRC Staff Report — 2447 N. Heliotrope Drive 13. Mills Act Agreement — 1015 W. River Lane 14. HRC Staff Report — 1015 W. River Lane 15. Mills Act Agreement — 920 N. Louise Street 16. HRC Staff Report — 920 N. Louise Street 17. Mills Act Agreement — 1805 N. Louise Street 18. HRC Staff Report — 1805 N. Louise Street 19. Mills Act Agreement — 2606 N. Flower Street 20. HRC Staff Report — 2606 N. Flower Street 21. Mills Act Agreement — 2109 N. Rosewood Avenue 22. HRC Staff Report — 2109 N. Rosewood Avenue 23. Mills Act Agreement — 2214 N. Heliotrope Drive 24. HRC Staff Report — 2214 N. Heliotrope Drive 25. Mills Act Agreement — 888 N. Main Street 26. HRC Staff Report — 888 N. Main Street 25C-3 EXHIBIT 1 MILLSACT AGREEMENT 1330 South Broadway Santa Ana, CA92707 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 Jeffrey Blied, A Married Man as his sole and separate property, (hereinafter collectively referred to as "Owner"), owners of real property located at 1330 South Broadway, 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 1330 South Broadway, Santa Ana, CA, 92707 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. AC-4 MILLSACT AGREEMENT 1330 South Broadway Santa Ana, CA92707 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 November 18, 2020, 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 "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. AC-5 MILLSACT AGREEMENT 1330 South Broadway Santa Ana, CA92707 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 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 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 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 AC-6 MILLSACT AGREEMENT 1330 South Broadway Santa Ana, CA92707 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. Owner hereby subjects the Historic Property, located at 1330 South Broadway, Assessor Parcel Number, 013-162-18, 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 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, 245C-7 MILLSACT AGREEMENT 1330 South Broadway Santa Ana, CA92707 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: Jeffrey Blied 1330 South Broadway 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. 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. 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 AC-8 MILLSACT AGREEMENT 1330 South Broadway Santa Ana, CA92707 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 in Section 1. {Signature page follows} ATTEST: DAISY GOMEZ Clerk of the Council OWNER Date: APPROVED AS TO FORM: SONIA CARVALHO City Attorney By: JOH M. FUNK Assistant City Attorney MILLSACT AGREEMENT 1330 South Broadway Santa Ana, CA92707 CITY OF SANTA ANA KRISTINE RIDGE City Manager Bv: JEFFREY BLIED RECOMMENDED FOR APPROVAL: MINH THAI Executive Director Planning and Building Agency 29C-10 MILLSACT AGREEMENT 1330 South Broadway Santa Ana, CA92707 EXHIBIT A LEGAL DESCRIPTION Real Property in the City of Santa Ana, County of Orange, State of California, described as follows: LOT 8, BLOCK 16 OF TRACT 352, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 15, PAGES 15 AND 16 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. Assessor's Parcel Number: 013-162-18 29C-11 EXECUTIVE SUMMARY WAHL HOUSE 1330 South Broadway Santa Ana, CA 92707 NAME Wahl House REF. NO. ADDRESS 1330 South Broadway CITY Santa Ana ZIP 1 92707 ORANGE COUNTY YEAR BUILT 1930 LOCAL REGISTER CATEGORY: Contributive HISTORIC DISTRICT N/A NEIGHBORHOOD Wilshire Square NATIONAL REGISTER CRITERIA FOR EVALUATION C NATIONAL REGISTER STATUS CODE 5S1 Location: ❑ Not for Publication N Unrestricted ❑ Prehistoric N Historic ❑ Both ARCHITECTURAL STYLE: Late Nineteenth and Twentieth Century Revivals/ Other: English Revival A simplification of the Tudor Revival, which reached its height of popularity during the 1920s and 1930s, the English Revival drew upon the English country house for its inspiration. English Revival homes usually feature stucco walls and gable roofs of steep but not exaggerated pitch. A characteristic sloped roof treatment incorporates uneven rakes, with one side of a gable extending a greater distance than the other, sometimes changing the angle of slope in the process. Arches may be used for windows and doors, and, unlike their Tudor cousins, are rounded rather than pointed. Windows are usually clustered in groups on the facade and are often multi -paned casement in type. Almost exclusively a residential style, English Revival buildings are nearly always asymmetrical in composition. A "storybook" variant of the English Revival, characterized by a deliberately eclectic and picturesque quality often focused on the roof treatment, found a particularly receptive audience in southern California. SUNLV ARY/CONCLUSION: The Wahl 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 an example of the Storybook variant of the English Revival style (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. 25C-12 State of California — The Resources Agency DEPARTMENT OF PARKS AND RECREATION PRIMARY RECORD Primary HRI # NRHP Status Other Listings Review Code Reviewer or number (assigned by recorder) P1. Other Identifier: *P2. Location: []Not for Publication ■Unrestricted *a. County Orange County *b. USGS 7.5' Quad Tustin TCA 2555 Date: *c. Address 1330 South Broadway City Santa Ana Zip 92707 *e. Other Locational Data: Assessor's Parcel Number. 013-162-18, N TR 352 Block: 16 Lot. 8 *133a. Description: (Describe resource and its major elements. Include design, materials, condition, alterations, size, setting, and boundaries.) Abundant shrubbery, vines, and trees create a romantic cottage setting for this one-story, Storybook residence. The roof treatment, incorporating front and side gables and a turret over an octagonal bay, is the focal point of the design. A weathervane perched on the peak of the turret provides an additional element of whimsy. Stucco covers the exterior walls. Fenestration includes a tripartite window with a Tudor -arched head that is centered below the front gable on the north section of the fagade and a band of double hung sash windows in the bay below the turret on the south end of the fagade. The entry is recessed within a south -facing arch that opens onto a small patio created by the projections of the front -gabled and turreted wings. Other details, including a rear garage, are difficult to see due to the dense vegetation. Building permit records suggest that the house is substantially unaltered. *133b. Resource Attributes: (list attributes and codes) HP2. Single-family Property *P4. Resources Present: ■Building []Structure ❑Object []Site ❑District ❑Element of District ❑Other P5a. Photo �, *P11. Report Citation: (Cite survey report and other sources, or enter "none") None. P5b. Photo: (view and date) East elevation October 2003 *P6. Date Constructed/Age and Sources: ■historic 19301 Source: City of Santa Ana Building Permits *P7. Owner and Address: Marc La Font 1330 South Broadway Santa Ana, CA 92707 *P8. Recorded by: Leslie J. Neumann SA/C 35 S. Raymond Ave. # 204 Pasadena, CA 91105 *P9. Date Recorded: November 3, 2003 *P10. Survey Type: Intensive Survey *Attachments: []None ❑Location Map []Sketch Map ■Continuation Sheet ■Building, Structure, and Object Record ❑Archaeological Record []District Record ❑Linear Feature Record []Milling Station Record ❑Rock Art Record []Artifact Record ❑Photograph Record ❑ Other (list) DPR 523A (1/95) *Required information 25C-13 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 #: Wahl House B1. Historic Name: Wahl House B2. Common Name: Same B3. Original Use: Single-family Residence B4. Present Use: Single-family Residence *135. Architectural Style: Storybook variant of the English Revival *136. Construction History: (Construction date, alterations, and date of alterations): Constructed in 1930. March 24, 1930. Residence and garage. March 26, 1993. Replace sliding glass door with French doors. December 2, 1994. Reroof house and garage without tear off. New composition roofing. *137. Moved? ■No ❑Yes ❑Unknown Date: Original Location: *138. Related Features: Garage. B9a. Architect: Unknown b. Builder: R. R. Lutes *B10. 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 Wahl House is architecturally significant as an unusually picturesque example of the Storybook variant of the English Revival style, one of several variations on this theme in the Wilshire Square neighborhood. Sometimes labeled by their builders as `artistic homes,"these houses often featured an eclectic blend of medieval English and Norman French traditions. This seven -room house was built for Fred C. Wahl, a plumber with the Russell Plumbing Company, in 1930 for an estimated cost of $6, 000. Included in the 1989 Wilshire Square Home Tour, the interior of the house features original finishes, hardware, lighting, and built-ins. The cottage garden has been pictured in Sunset magazine and other publications. (See Continuation Sheet 3 of 4.) B11. Additional Resource Attributes: (List attributes and *B12. References: City of Santa Ana Building Permits Santa Ana History Room Collection, Sanborn Maps (See Continuation Sheet 4 of 4.) B13. Remarks: *B14. Evaluator: Leslie J. Neumann *Date of Evaluation: November3, 2003 Santa Ana Public Library (This space reserved for official comments.) DPR 523E (1/95) Sketch Map i Wahl House 1330 South Broadway O Q a a 'Required information 25C-14 State of California— The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI # CONTINUATION SHEET Trinomial Page 3 of 4 Resource Name or # (Assigned by recorder) Wahl House *Recorded by Leslie J. Neumann, SAIC *Date November3, 2003 0 Continuation ❑ Update *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 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 Wahl 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, Garnsey, 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 11. 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 11 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 Wahl 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." The Storybook design, particularly the incorporation of a turreted bay that suggests a tower, is a fine illustration of the taste for fantasy that characterized much of Southern California architecture during the 1920s and 1930s. 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 an example of the Storybook variant of the English Revival style. Character defining exterior features of the Wahl House that should be preserved include, but may not be limited to: materials and finishes (stucco), roof configuration and treatment (gables and turret), massing and composition, original doors and windows, patio, chimney, architectural detailing, original interior finishes and features, and garage. DPR 523L 25C-15 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) Wahl House *Recorded by Leslie J. Neumann, SAIC *Date November3, 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.witshiresquare.com www.geocities.com/Heart/and/3383/aia.htm DPR 523L 25C-16 MILLS ACT AGREEMENT 1330 South Broadway Santa Ana, CA 92707 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. 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 size, scale, color, material and character of the property, neighborhood, or environment. 29C-17 MILLS ACT AGREEMENT 1330 South Broadway Santa Ana, CA 92707 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. 29C-18 EXHIBIT 2 REQUEST FOR Historic Resources Commission Action HISTORIC RESOURCES COMMISSION MEETING DATE: OCTOBER 29, 2020 TITLE: HISTORIC PROPERTY PRESERVATION AGREEMENT NO. 2020-01 (MILLS ACT) FOR THE PROPERTY LOCATED AT 1330 SOUTH BROADWAY Prepared by Jill Arabe, AICP Executive Director RECOMMENDED ACTION HISTORIC RESOURCES COMMISSION SECRETARY APPROVED ❑ As Recommended ❑ As Amended ❑ Set Public Hearing For CONTINUED TO Plannin Manager Recommend that the City Council authorize the City Manager and Clerk of the Council to execute a Historic Property Preservation Agreement (Mills Act) with Jeffrey Blied for the property located at 1330 South Broadway, subject to non -substantive changes approved by the City Manager and City Attorney (Exhibit 1). Request of Applicant Jeffrey Blied is requesting approval to execute a Mills Act Agreement with the City of Santa Ana at an existing residence located at 1330 South Broadway that is currently listed on the Santa Ana Register of Historical Properties. Project Location and Site Description The subject property, known as the Wahl House, consists of an existing one-story Storybook variant of the English Revival style residence that is approximately 1,522 square feet in size on a 7,375- square-foot residential lot (Exhibit 2). The home was added to the Santa Ana Register of Historical Properties in 2004 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. 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 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 25C-19 HPPA No. 2020-01 October 29, 2020 Page 2 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 In 2004, the Historic Resources Commission placed the Wahl House on the historical register and within the Contributive category. Character -defining features of the Wahl House determined architecturally significant included: materials and finishes (stucco); roof configuration and treatment (gables and turret); massing and composition; original doors and windows; patio; chimney; architectural detailing; original interior finishes and features; and garage. The Wahl House qualified for listing under Criterion 1 of Sec. 30-2, of the Santa Ana Municipal Code (SAMC), in that it embodied 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" as an example of the Storybook variant of the English Revival style. 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-2020-60 will be filed for this project. Jill krja6, -• Senior JA:sb S:1Historic Resources Commission12020110-29-20N 330 S. Broadway -Wahl HouselStaff Report - 1330 S Broadway.docx Exhibits 1 - Mills Act Agreement 2 - 500' Radius Map 3 - Site Photos — 1330 S Broadway 25C-20 MILLS ACT AGREEMENT 1330 South Broadway Santa Ana, CA 92707 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 Jeffrey Blted, A Married Man as his sole and separate property, (hereinafter collectively referred to as "Owner"), owners of real property located at 1330 South Broadway, 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 1330 South Broadway, Santa Ana, CA, 92707 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. 25C-21 MILLSACTAGBEEMEAT 1330 South Broadway Santa Ana, CA 92707 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: Effective Date and Terms of Agreement. This Agreement shall be effective and commence on November 18, 2020, 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 "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. 25C-22 MILLSACTAGREEMENT 1330 South Broadway Santa Ana, CA 92707 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 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 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 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 %a) percent by Government Code Section 50286) of the current fair market value of the 2SC-23 MILLSACTAGBEEMENT 1330 South Broadway Santa Ana, CA92707 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 terns 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 1330 South Broadway, Assessor Parcel Number, 013-162-18, 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 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, 2-5C-24 MILLSACTAGREEMENT 1330 South Broadway Santa Ana, CA 92707 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: Jeffrey Blied 1330 South Broadway 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. 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. 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 2SC-25 MILLS ACT AGREEMEAT 1330 South Broadway Santa Ana, CA 92707 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 in Section 1. {Signature page follows{ 2-5C-26 ATTEST: DAISY GOMEZ Cleric of the Council OWNER Date: APPROVED AS TO FORM: SONIA CARVALHO City Attorney By: LISA STORCK Assistant City Attorney MILLS ACT AGREEMENT 1330 South Broadway Santa Ana, CA 92707 CITY OF SANTA ANA KRISTINE RIDGE City Manager By: JEFFREY BLIED RECOMMENDED FOR APPROVAL: MINH THAI Executive Director Planning and Building Agency 2SC-27 MILLS ACT AGREEMENT 1330 South Broadway Santa Ana, CA 92707 EXHIBIT A LEGAL DESCRIPTION Real Property in the City of Santa Ana, County of Orange, State of California, described as follows: LOT 8, BLOCK 16 OF TRACT 352, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 15, PAGES 15 AND 16 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. Assessor's Parcel Number: 013-162-18 25C-28 EXECUTIVE SUMMARY WAHL HOUSE 1330 South Broadway Santa Ana, CA 92707 NAME Wahl House REF. NO. ADDRESS 1330 South Broadway CITY Santa Ana ZIP 1 92707 ORANGE COUNTY YEAR BUILT 1930 LOCAL REGISTER CATEGORY: Contributive HISTORIC DISTRICT N/A NEIGHBORHOOD I Wilshire Square NATIONAL REGISTER CRITERIA FOR EVALUATION I C NATIONAL REGISTER STATUS CODE 5S1 Location: ❑ Not for Publication ® Unrestricted ❑ Prehistoric ® Historic ❑ Both ARCHITECTURAL STYLE: Late Nineteenth and Twentieth Century Revivals/ Other: English Revival A simplification of the Tudor Revival, which reached its height of popularity during the 1920s and 1930s, the English Revival drew upon the English country house for its inspiration. English Revival homes usually feature stucco walls and gable roofs of steep but not exaggerated pitch. A characteristic sloped roof treatment incorporates uneven rakes, with one side of a gable extending a greater distance than the other, sometimes changing the angle of slope in the process. Arches may be used for windows and doors, and, unlike their Tudor cousins, are rounded rather than pointed. Windows are usually clustered in groups on the fagade and are often multi -paned casement in type. Almost exclusively a residential style, English Revival buildings are nearly always asymmetrical in composition. A "storybook" variant of the English Revival, characterized by a deliberately eclectic and picturesque quality often focused on the roof treatment, found a particularly receptive audience in southern California. SUMMARY/CONCLUSION: The Wahl 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 an example of the Storybook variant of the English Revival style (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 represents significant and distinguishable entity whose components may lack individual distinction. s National Register Status Code: (From Appendix 2 of Instructions for Recording Historical Resources, Office of Historic Preservation) 5SI Is separately listed or designated under an existing local ordinance, or is eligible for such listing or designation. Exhibit B 25C-29 State of California —The Resources Agency DEPARTMENT OF PARKS AND RECREATION PRIMARY RECORD Page Other Listings Review Code Primary HRI # NRHP Status or number (assigned by recorder) P1. Other Identifier: *P2. Location: ❑Not for Publication ■Unrestricted *a. County Orange County *b. USGS 7.5' Quad Tustin TCA 2555 Date: *c. Address 1330 South Broadway City Santa Ana Zip 92707 *e. Other Locational Data: Assessors Parcel Number: 013-162-18; N TR 352 Block: 16 Lot: 8 *P3a. Description: (Describe resource and its major elements. Include design, materials, condition, alterations, size, setting, and boundaries.) Abundant shrubbery, vines, and trees create a romantic cottage setting for this one-story, Storybook residence. The roof treatment, incorporating front and side gables and a turret over an octagonal bay, is the focal point of the design. A weathervaneperched on the peak of the turret provides an additional element of whimsy. Stucco covers the exterior walls. Fenestration includes a tripartite window with a Tudor -arched head that is centered below the front gable on the north section of the fagade and a band of double hung sash windows in the bay below the turret on the south end of the fagade. The entry is recessed within a south -facing arch that opens onto a small patio created by the projections of the front -gabled and turreted wings. Other details, including a rear garage, are difficult to see due to the dense vegetation. Building permit records suggest that the house is substantially unaltered. *P3b. Resource Attributes: (list attributes and codes) HP2. Single-family Property *P4. Resources Present: ■Building ❑Structure ❑Object ❑Site ❑District ❑Element of District ❑Other P5a. Photo Allim- .14 *P11. Report Citation: (Cite survey report and other sources, or enter "none") None. P5b. Photo: (view and date) East elevation October2003 *P6. Date Constructed/Age and Sources: Ehistoric 1930/ Soume: Cityof Santa Ana Building Permits *P7. Owner and Address: Marc La Font 1330 South Broadway Santa Ana, CA 92707 *P8. Recorded by: Leslie J. Neumann SAIC 35 S. Raymond Ave. # 204 Pasadena, CA 91105 *P9. Date Recorded: November3, 2003 *P10. Survey Type: Intensive Survey *Attachments: ❑None ❑Location Map OSketch Map EContinuation Sheet ■Building, Structure, and Object Record OArchaeological Record ❑District Record ❑Linear Feature Record ❑Milling Station Record ❑Rock Art Record ❑Artifact Record ❑Photograph Record ❑ Other (list) DPR 523A (1195) *Required information 25C-30 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 rcesuurca rvame ore: vram House B1 Historic Name: Wahl House B2, Common Name: Same B3, Original Use: Single-family Residence B4. Present Use: Single-family Residence *B5. Architectural Style: Storybook variant of the English Revival *B6. Construction History: (Construction date, alterations, and date of alterations): Constructed in 1930. March 24, 1930. Residence and garage. March 26, 1993. Replace sliding glass door with French doors. December 2, 1994. Reroof house and garage without tear off. New composition roofing. *B7. Moved? ■No OYes ❑Unknown *B8. Related Features: Garage. B9a. Architect: Unknown Date: Original Location b. Builder: R. R. Lutes *1310. 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 Wahl House is architecturally significant as an unusually picturesque example of the Storybook variant of the English Revival style, one of several variations on this theme in the Wilshire Square neighborhood. Sometimes labeled by their builders as "artistic homes,"these houses often featured an eclectic blend of medieval English and Norman French traditions. This seven -room house was built for Fred C. Wahl, a plumber with the Russell Plumbing Company, in 1930 for an estimated cost of $6,000. Included in the 1989 Wilshire Square Home Tour, the interior of the house features original finishes, hardware, lighting, and built-ins. The cottage garden has been pictured in Sunset magazine and other publications. (See Continuation Sheet 3 of 4.) B11. Additional Resource Attributes: (List attributes and codes) *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: *B14. Evaluator: Leslie J. Neumann *Date of Evaluation: November 3, 2003 (This space reserved for official comments.) DPR 523B (1195) Sketch Map Wahl House 1330 South Broadwav � *Required Information 25C-31 State of California —The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI # CONTINUATION SHEET Trinomial Page 3 of 4 Resource Name or # (Assigned by recorder) Wahl House 'Recorded by Leslie J. Heumann, SAIC •uare rvovemoer s, zuua u wnwivauou u Vyuaw *E10. 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 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 Wahl 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, Garnsey, 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 corner 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 11. 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 It 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 roar 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 Wahl 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." The Storybook design, particularly the incorporation of a turreted bay that suggests a tower, is a fine illustration of the taste for fantasy that characterized much of Southern California architecture during the 1920s and 1930s. 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 an example of the Storybook variant of the English Revival style. Character defining exterior features of the Wahl House that should be preserved include, but may not be limited to: materials and finishes (stucco); roof configuration and treatment (gables and turret); massing and composition; original doors and windows; patio; chimney; architectural detailing; original interior finishes and features; and garage. DPR 523E 25C-32 State of California —The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI # CONTINUATION SHEET Trinomial of 4 Resource Name or# (Assigned by recorder) Wahl House by Leslie J. Neumann, SAIC *Date November 3, 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 Time 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 25C-33 MILLSACTACREEMENT 1330 South Broadway Santa Ana, CA 92707 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: t. 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. 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 size, scale, color, material and character of the property, neighborhood, or environment. -1- 25C-34 MILLSACTACREEMENT 1330 South Broadway Santa Ana, CA 92707 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- 25C-35 r� rr wa■F71 ,ram s9m_ivq.,r' "" .q ::+4l . e' x Wilshire nv a ri chard Ave IN 2,1 > ;� i:...n2""; 1�'3.k� �•1 A tiv --iqL: lag j`' ' .1421 _ .tA3B � ra3e HPPA 2020-01 1330 SOUTH BROADWAY WAHL HOUSE PLANNING AND BUILDING AGENCY ET56 No. EXHIBIT 3 MILLS ACT AGREEMENT 936 West River Lane 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"), and Paul E. Sanford, Trustee of the Paul E. Sanford Declaration of Trust dated 06/14/2007 and Jeffrey J. Lemay, Trustee of the Jeffrey J. Lemay Declaration of Trust dated 06/14/2007, as tenants in common, (hereinafter collectively referred to as "Owner"), owners of real property located at 936 West River Lane, 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 Acts 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 936 West River Lane, 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. 26C-38 MILLS ACT AGREEMENT 936 West River Lane Santa Ana, CA 92706 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 November 18, 2020, 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 "Historical Property Description" attached hereto, marked as Exhibit B, notably the general architectural form, style, materials, design, scale, proportions, 29C-39 MILLS ACT AGREEMENT 936 West River Lane Santa Ana, CA 92706 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 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 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 Owner shall pay a cancellation fee to the County Auditor as set forth in Government Code 29C-40 MILLS ACT AGREEMENT 936 West River Lane 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 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 936 West River Lane, Assessor Parcel Number, 001-232-19, 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 29C-41 MILLS ACT AGREEMENT 936 West River Lane Santa Ana, CA 92706 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. S. 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: Paul E. Sanford and Jeffrey J. Lemay 936 West River Lane 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. 29C-42 MILLS ACT AGREEMENT 936 West River Lane 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 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 in Section 1. {Signature page follows) 26C-43 ATTEST: DAISY GOMEZ Clerk of the Council OWNER Date: Date: APPROVED AS TO FORM: SONIA CARVALHO City Attorney By N" JOTK M. FUNK Assistant City Attorney MILLSACT AGREEMENT 936 West River Lane Santa Ana, CA92706 CITY OF SANTA ANA KRISTINE RIDGE City Manager By: PAUL E. SANFORD, TRUSTEE OF THE PAUL E. SANFORD DECLARATION OF TRUST DATED 06/14/2007 By: JEFFREY J. LEMAY, TRUSTEE OF THE JEFFREY J. LEMAY DECLARATION OF TRUST DATED 06/14/2007 RECOMMENDED FOR APPROVAL: MINH THAI Executive Director Planning and Building Agency 29C-44 MILLS ACT AGREEMENT 936 West River Lane Santa Ana, CA 92706 EXHIBIT A LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCELI: LOT 7 OF TRACT NO. 1160, AS PER MAP RECORDED IN BOOK 38, PAGES 37 AND 38 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. PARCEL 2: THAT PORTION OF LOT 6 OF TRACT NO. 1160, AS PER MAP RECORDED IN BOOK 38. PAGES 37 AND 38 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, BOUNDED AND DESCRIBED AS FOLLOW: BEGINNING AT THE MOST WESTERLY CORNER OF SAID LOT 6, RUNNING THENCE NORTHEASTERLY ALONG THE THENCE NORTHWESTERLY BOUNDARY LINE THEREOF, 30 FEET; THENCE SOUTHEASTERLY 142.05 FEET, MORE OR LESS, TO A POINT IN THE SOUTHEASTERLY BOUNDARY LINE THEREOF DISTANCE THEREON NORTHEASTERLY 36.84 FEET FROM THE MOST SOUTHERLY BOUNDARY LINE, 36.84 FEET TO THE SAID MOST SOUTHERLY CORNER THEREOF; THENCE NORTHWESTERLY ALONG THE SOUTHWESTERLY BOUNDARY LINE THEREOF, 139.32 FEET TO THE POINT OF BEGINNING. Assessor's Parcel Number: 001-232-19 26C-45 EXECUTIVE SUMMARY Harold T. Segerstrom House 936 West River Lane Santa Ana, CA 92706 NAME Harold T. Segerstrom House REF. NO. ADDRESS 936 West River Lane CITY Santa Ana ZIP 1 92706 ORANGE COUNTY YEAR BUILT 1948 LOCAL REGISTER CATEGORY: Landmark HISTORIC DISTRICT N/A NEIGHBORHOOD Jack Fisher Park CALIFORNIA REGISTER CRITERIA FOR EVALUATION C/3 CALIFORNIA REGISTER STATUS CODE 5S3 Location: ❑ Not for Publication ® Unrestricted ❑ Prehistoric ® Historic ❑ Both ARCHITECTURAL STYLE: French Eclectic Style Based upon precedents provided by many centuries of French domestic architecture, the French Eclectic style shows great variety in form and detailing but is united by the characteristic steeply hipped roof. (Only the Spanish Revival style, similarly based upon a long and complex architectural tradition, approaches it in variety). Informal domestic building in northwestern France (particularly Normandy and Brittany) shares much with Medieval English tradition. The use of half- timbering with a variety of different wall materials, as well as roofs of flat tile, slate, stone, or thatch are common to both. As a result, the French Eclectic houses often resemble the contemporaneous Tudor style based on related English precedent. French examples, however, normally lack the dominant front -facing cross gables characteristic of the Tudor. In contract to these generally informal, rural prototypes, Many French Eclectic houses show formal Renaissance detailing resembling that of the English Georgian. (McAlester 486). SUMMARY/CONCLUSION: The Harold T. Segerstrom House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 4(b), for its association with renowned Orange County Segerstrom family, who were agriculturalists, developers, and arts patrons, and under Criterion 2 for its association with prominent Santa Ana builder Allison Honer. Additionally, the house has been categorized as "Landmark" for its "historical/cultural significance to the City," stemming from its association with the Segerstroms (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. 25C-46 State of California— The Resources Agency DEPARTMENT OF PARKS AND RECREATION PRIMARY RECORD Other Listings Review Code Primary HRI # NRHP Status Reviewer Page 1 of 3 Resource name(s) or number (assigned by recorder) Harold T. Segerstrom 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 936 West River Lane City: Santa Ana Zip: 92706 *e. Other Locational Data: Assessor's Parcel Number 001-232-19 *P3a. Description: (Describe resource and its major elements. Include design, materials, condition, alterations, size, setting, and boundaries) Located in Jack Fisher Park, this is a two-story single-family residence on a large parcel, sited with a deep setback and constructed in the French Eclectic style. The residence is asymmetrical in composition, defined by the two-story central block topped with a tall, steeply pitched, hipped roof, featuring two one -and a -hall story wings in the east and west direction, and front -facing gabled extension along the first floor. The exterior of the house is clad in a combination of brick, smooth stucco, and horizontal wood board siding on the front -facing gable ends. The roof treatment defines four sections of the front (north) fagade. In the middle, the central block features an entry porch formed by a second story extension and characterized by brick cladding around the door, a simple wood post, and an adjacent metal fixed window with diamond shaped patterns. The second story features a pair of metal casement window wall dormers. The front -facing gabled extension features a prominent bay window with a protruding decorative brick wall below. Metal -framed casement windows appear in the two west sections of the fagade as well as the east section, each framed by decorative wood shutters. The two west sections feature a side - gabled design with a varied roof height, with the section furthest from the central block smaller in height. The east section of the front fagade is an attached three -car garage featuring a side -gabled design and forming a breezeway that leads to the garage entry accessed by the rear. This east section features a hipped dormer extension and a decorative rooftop cupola crowned by a weathervane. The rear (south) elevation also features a series of metal casement windows, including divided - light steel casement corner windows and divided -light, tripartite casement windows. An exterior brick chimney rises above the roof ridgeline framing a modest rear patio formed by a side -gable roof extension. The property is landscaped with mature trees, low vegetation, neatly trimmed hedges, and a decorative brick driveway leading towards the rear. *133b. Resource Attributes: (list attributes and codes) HP2. Single -Family Residence *P4. Resources Present: ■Building ❑Structure ❑Object []Site ❑District ❑Element of District ❑Other P5a. Photo J- -- P5b. Photo: (view and date) North elevation, view south September 2020 *P6. Date Constructed/Age and Sources: ■historic 19481 City of Santa Ana Building Permits *P7. Owner and Address: Paul E. Sanford and Jeffrey L. Lemay 936 West River Lane Santa Ana, CA 92706 *138. Recorded by: Pedro Gomez, City of Santa Ana 20 Civic Center Plaza M-20 Santa Ana, CA 92702 *P9. Date Recorded: October 29, 2020 *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 CArchaeological Record []District Record ❑Linear Feature Record ❑Milling Station Record CArtifact Record []Photograph Record ❑ Other (lisf��_�+ DPR 523A (1/95) ❑Rock Art Record *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 #: Harold T. Segerstrom House 131. Historic Name: Harold T. Segerstrom House B2. Common Name: Same B3. Original Use: Single-family Residence *135. Architectural Style: French Eclectic B4. Present Use: Single-family Residence *136. Construction History: (Construction date, alterations, and date of alterations): August 27, 1948. Constructed. $25,000. January 27, 1955. Range for H. Segerstrom by Gilbert & Stearns. June 3, 1986. Addition of new pool and spa. August 15, 1991. Kitchen remodel. $1,500. May 15, 2012. Reroof house and attached garage - remove shakes, install class A comp shingles. $10, 754. March 15, 2019. Install (31) roof mounted solar panels. $30,000. *137. Moved? ■No DYes DUnknown Date: Original location: *138. Related Features: None. B9a. Architect: Unknown b. Builder: Allison Honer *1310. Significance: Theme Residential Architecture Area Santa Ana Period of Significance: 1948 Property Type: Single-family Residence Applicable Criteria: C13 (Discuss importance in terms of historical or architectural context as defined by theme, period, and geographic scope. Also address integrity) The Harold T. Segerstrom House was built in 1948 by prominent developer and builder Allison Honer (1897-1981), credited as the subdivider and builder of a major portion of northwest Santa Ana, now the Floral Park subdivision between Seventeenth Street and Santiago Creek. The Allison Honer Construction Company also completed such notable projects as the 1935 Art Deco styled Old Santa Ana City Hall, the El Toro Marine Base during World War ll, and the 1960 Honer Shopping Plaza. The Harold T. Segerstrom house was built for Harold "Hal" Segerstrom Sr. and wife Veronica P. Segerstrom. Harold Segerstrom Sr., one of the six sons of Charles John (C.J.) and Britta Segerstrom, was a member of one of the leading families of Orange County. C.J. and Britta Segerstrom came to Orange County from Sweden, with an intermediate stop in the Midwest, in 1898. They purchased land in what is now Costa Mesa and established a family agricultural business, which specialized in producing lima beans and maintaining a large dairy herd. (See Continuation Sheet 3 of 4.) B11. Additional Resource Attributes: (List attributes and codes) *1312. 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: *1314. Evaluator: Leslie Heumann/ChattelInc. *Date of Evaluation: October29, 2020 DPR 523B (1/95) (This space reserved for official comments.) Sketch Map Harold T. Segerstrom House 936 West River Lane @ ® 29 6 25 w VI NTa Y] 11 d 22 O O O © \ q \a �y p SAK4 ]IME] (D i 232 a a *1310. Significance (continued): 25C-48 State of California— The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI # CONTINUATION SHEET Trinomial Df 4 Resource Name: Harold T Segerstrom House by Pedro Gomez *Date October 29, 2020 0 Continuation ❑ Update Following World War 11, the family branched into commercial and industrial ventures, and, with the construction of South Coast Plaza Town Center, became one of the most successful land developers in the county. The Segerstrom interests also built the first high rise in Santa Ana, the United California Building at the corner of Tenth and Main Streets. Harold T Segerstrom Sr. died in 1978, Veronica Segerstrom died in 1982. Along with his cousin Henry T Segerstrom, Harold T Segerstrom Jr. joined the family firm, C.J. Segerstrom & Sons in the late 1940's and was a managing partner. Harold T Segerstrom Jr. remained in the home until 1984 when he moved to Newport Beach with his wife Jeannette Segerstrom but the house remained in the family until the early 1990's, until Harold T Segerstrom Jr.'s sudden death. The Harold T Segerstrom House is located in Jack Fisher Park, a neighborhood northwest of downtown Santa Ana bounded by Bristol Street, Santa Clara Avenue, Memory Lane, and the Interstate 5. The neighborhood takes its name from Jacob (Jack) Fisher. Born in Yakima, Washington, Fisher moved to Santa Ana with his parents and sister in the early twentieth century. In April 1917, upon the United States' entry into World War I, Fisher enlisted in the US Army when he was 18 years old. Assigned to Company L, Seventh California Regiment, Fisher later advanced to the level of corporal in the 58th Infantry of Company D. After Fisher's death at the age of 30, in March 1929, the Chapter of Disabled American Veterans he helped form took his name as the Jack Fisher Post, Chapter of Disabled American Veterans. On August 23, 1933, construction was completed on a park north of Santiago Creek on North Flower Street and dedicated as the Jack Fisher Memorial Park. Prior to its residential development, Fisher Park formed Lots 5B, 8 and 9 of the Potts, Borden and Sidwell Tract, subdivided in 1881. Current -day Interstate 5 conforms to the prominent diagonal swath cut by the Southern Pacific Railroad line, which was established in Santa Ana in the late 1870s and still forms the eastern border of the Fisher Park neighborhood. With the exception of the Southern Pacific Railroad line, the area remained agricultural through much of the first half of the twentieth century, with walnut groves and orchards dotting the landscape. In November 1947, residential development arrived when a narrow strip was cleared, graded, and subdivided into 25 lots offered as Tract No. 1160, "River Lane Tract" Mirroring the curve of Santiago Creek to the south, the streets displayed a curvilinear layout, with lots ranging in size from 70 to 130 feet long, 140 to 190 deep. Three years later, in August 1950, another curvilinear subdivision appeared east of Flower Street, with smaller lots, averaging 60 feet by 90 feet, arranged around a curvilinear pattern with cut de sacs. An outgrowth of earlier City Beautiful and Garden City models, this curvilinear layout reflected neighborhood planning preferences codified in the 1930s by the Federal Housing Administration (FHA), which regulated and financed the increase in home ownership through its mortgage lending and insurance programs. During the post -WWII housing expansion in the United States, the FHA - endorsed model for city planning, as reflected in the neighborhood of Fisher Park, "set the standards for the design of post - World War 11 subdivisions." (National Register Bulletin, Historic Residential Suburbs, p. 49). Construction quickly transformed the neighborhood from agricultural to residential. A 1947 aerial photograph taken a few months before creation of the River Lane Tract shows the area dominated by groves of trees. By 1955, nearly all the lots of both tracts had been improved with single-family residences with uniform setbacks, mostly in the Ranch House style popular in the 1950s and 1960s, in a configuration and unity of design still reflected there today (2020). The homes of the Jack Fisher Park neighborhood represent the overwhelming success architects and builders had in the early 1950's, when building homes using "California Ranch" architectural design and features. Homes and lots located in the Fisher Park neighborhood were generously scaled, with homes ranging from 1, 500 to 6, 000 square feet and lot sizes from 6,500 to 25, 000 square feet. The Harold T. Segerstrom House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 4(b), for its association with renowned Orange County Segerstrom family, who were agriculturalists, developers, and arts patrons, and under Criterion 2 for its association with prominent Santa Ana builder Allison Honer. Additionally, the house has been categorized as "Landmark" for its "historical/cultural significance to the City," stemming from its association with the Segerstroms (Santa Ana Municipal Code, Section 30-2.2). Character -defining features of the Harold T Segerstrom House include, but may not be limited to: asymmetrical fagade, roof configuration, including steeply pitched, hipped roof and front - facing and side -gabled extensions, roof and wall dormers, materials and finishes (brick, smooth stucco, and horizontal wood board siding), fenestration (metal casement windows with diamond shaped patterns), exterior brick chimney and rooftop cupula with weathervane; and front entry porch. *1312. References (continued): Ancestry.com. California, Death Index, 1940-1997 [database on-line]. Provo, UT, USA: Ancestry.com Operations Inc, 2000. Ancestry.com. 1930 United States Federal Census [database on-line]. Provo, UT, USA: Ancestry.com 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 National Register Bulletin, Historic Residential Suburbs, p. 49 Newspapers. com (Santa Ana Register) Branch, National Park Service, US Dept of the Interior, 1991. DPR 523L 2 5 C -4Q State of California— The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI # CONTINUATION SHEET Trinomial 4 of 4 Resource Name: Harold T. Segerstrom House xded by Pedro Gomez 'Date October 29, 2020 0 Continuation ❑ Update 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, 1920-1979. Year. 1930, Census Place: Santa Ana, Orange, California; Page: 6B, Enumeration District. 0080; FHL microfilm: 2339917 "Harold T Segerstrom, 78, Farmer, Businessman, Dies" (newspaper clipping, no date or source) "Segerstroms Mark 50th Anniversary" (newspaper clipping, 9/15/1975, no source) DPR 523L 25C-50 MILLS ACT AGREEMENT 936 West River Lane 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 29C-51 MILLS ACT AGREEMENT 936 West River Lane 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 fixture, the essential form and integrity of the structure would be unimpaired. 25C-52 REQUESTFOR Historic Resources Commission Action HISTORIC RESOURCES COMMISSION MEETING DATE: OCTOBER 29, 2020 TITLE: PUBLIC HEARING — HISTORIC RESOURCES COMMISSION APPLICATION NO. 2020-02, HISTORIC REGISTER CATEGORIZATION NO. 2020-01, AND HISTORIC PROPERTY PRESERVATION AGREEMENT NO. 2020-02 FOR PROPERTY LOCATED AT 936 WEST RIVER LANE Prepared by Pedro Gomez, AICP Exhibit 4 HISTORIC RESOURCES COMMISSION SECRETARY APPROVED ❑ As Recommended ❑ As Amended ❑ Set Public Hearing For CONTINUED TO Q Executive Director Planning Man ger RECOMMENDED ACTION 1. Adopt a resolution approving Historic Resources Commission Application No. 2020-02 and Historic Register Categorization No. 2020-01 (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 Paul E. Sanford and Jeffrey J. Lemay, subject to non -substantive changes approved by the City Manager and City Attorney (Exhibit 2). Request of Applicant Paul E. Sanford and Jeffrey J. Lemay are requesting approval to designate an existing residence located at 936 West River Lane 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 south side of West River Lane in the Jack Fisher Park neighborhood. The site consists of a two-story 2,797-square-foot, French Eclectic residence and attached garage on a 15,246-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 Santa Ana Municipal Code (SAMC). This project entails applying the selection criteria 25C-53 HRCA No. 2020-02, HRC No. 2020-01, HPPA No. 2020-02 October 29, 2020 Page 2 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 72 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 Harold T. Segerstrom House, is located within the Jack Fisher Park neighborhood boundaries and has distinctive architectural features of the French Eclectic Style. The residence was built in 1948 by prominent local builder Allison Honer, credited as the subdivider and builder of a major portion of northwest Santa Ana, now the Floral Park subdivision between Seventeenth Street and Santiago Creek. The Allison Honer Construction Company went on to complete such notable projects as the 1935 Art Deco Style Old Santa Ana City Hall, the El Toro Marine Base during World War II, and the 1960 Honer Shopping Plaza. The Harold T. Segerstrom house was built for Harold "Hal' Segerstrom Sr. and wife Veronica P. Segerstrom. Segerstrom Sr., one of the six sons of Charles John (C.J.) and Britta Segerstrom, was a member of one of the leading families of Orange County. C.J. and Britta Segerstrom came to Orange County from Sweden, with an intermediate stop in the Midwest, in 1898. They purchased land in what is now Costa Mesa and established a family agricultural business, which specialized in producing lima beans and maintaining a large dairy herd. Following World War II, the family branched into commercial and industrial ventures, and, with the construction of South Coast Plaza Town Center, became one of the most successful land developers in the county. The Segerstrom interests also built the first high rise in Santa Ana, the United California Building at the corner of Tenth and Main Streets. Asymmetrical in composition, the residence is defined by a two-story central block topped with a tall, steeply pitched, hipped roof, featuring two wings in the east and west direction, and front - facing gabled extension along the first floor. The exterior of the house is clad in a combination of brick, smooth stucco, and horizontal wood board siding on the front -facing gable ends. The roof treatment defines four sections of the front (north) fagade. In the middle, the central block features an entry porch formed by a second story extension and characterized by brick cladding around the door, a simple wood post, and an adjacent metal fixed window with diamond shaped patterns. The second story features a pair of metal casement windows framed by a pediment design along the roof edge, carried across to the rear design. The front -facing gabled extension features a prominent bay window with a protruding decorative brick wall below. Metal -framed casement windows appear in the two west sections of the fagade as well as the east section, each framed by decorative wood shutters. The two west sections feature a side -gabled design 25C-54 HRCA No. 2020-02, HRC No. 2020-01, HPPA No. 2020-02 October 29, 2020 Page 3 with a varied roof height, with the section furthest from the central block smaller in height. The east section of the front fagade is an attached three -car garage featuring a side -gabled design and forming a breezeway that leads to the garage entry accessed by the rear. This east section features a hipped dormer extension and a decorative rooftop pinnacle. The rear (south) elevation also features a series of metal casement windows, including divided -light steel casement corner windows and divided -light, tripartite casement windows. An exterior brick chimney rises above the roof ridgeline framing a modest rear patio formed by a side -gable roof extension. Character - defining features of the Harold T. Segerstrom House include, but may not be limited to: asymmetrical fagade; steeply pitched, hipped roof; front -facing and side -gabled extensions; materials and finishes (brick, smooth stucco, and horizontal wood board siding); fenestration (metal casement windows with diamond shaped patterns); exterior brick chimney; and front entry porch. The Harold T. Segerstrom House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion No. 4(b), for its association with renowned Orange County Segerstrom family, who were agriculturalists, developers, and arts patrons, and under Criterion No. 2 for its association with prominent Santa Ana builder Allison Honer. Additionally, the house has been categorized as "Landmark" for its "historical/cultural significance to the City," stemming from its association with the Segerstrom family. 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 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. 25C-55 HRCA No. 2020-02, HRC No. 2020-01, HPPA No. 2020-02 October 29, 2020 Page 4 Public Notification The subject site is located within the Jack Fisher 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/ER No. 2020-59 will be filed for this project. Pedro omez, IC Associate Planner PG:sb S:\Historic Resources Commission\2020\10-29-20\936 W. River Lane - Harold T. Segerstrom House\Staff Report - 936 W. River Lane Exhibits 1 — Resolution 2 — Mills Act Agreement 3 — 500-Foot Radius Map 25C-56 FREE RECORDING PURSUANT TO GOVERNMENT CODE § 27383 RESOLUTION NO. 2020-xx A RESOLUTION OF THE HISTORIC RESOURCES COMMISSION OF THE CITY OF SANTA ANA APPROVING HISTORIC RESOURCES COMMISSION APPLICATION NO. 2020-02 TO PLACE THE PROPERTY LOCATED AT 936 WEST RIVER LANE, SANTA ANA, ON THE HISTORICAL REGISTER AND APPROVING HISTORIC REGISTER CATEGORIZATION NO. 2020-01 PLACING SAID PROPERTY WITHIN THE LANDMARK 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 29, 2020, 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. 2020-02) and categorization (Historic Resources Commission Categorization No. 2020-01) of the Harold T. Segerstrom House located at 936 West River Lane, Santa Ana. B. The Harold T. Segerstrom House has distinctive architectural features of the French Eclectic style and was built in 1948. C. The Harold T. Segerstrom House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 4(b), for its association with renowned Orange County Segerstrom family, agriculturalists, developers, and arts patrons, and under Criterion 2 for its association with prominent Santa Ana builder Allison Honer. Additionally, the house has been categorized as "Landmark" for its "historical/cultural significance to the City," stemming from its association with the Segerstrom family. Character -defining features of the Harold T. Segerstrom House include, but may not be limited to: asymmetrical fagade; steeply pitched, hipped roof; front -facing and side -gabled extensions; materials and finishes (brick, smooth stucco, and horizontal wood board siding); fenestration (metal casement windows with diamond shaped patterns); exterior brick chimney; and front entry porch. D. The legal owners of the property are Paul E. Sanford and Jeffrey J. Lemay. 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. 25C-57 FREE RECORDING PURSUANT TO GOVERNMENT CODE § 27383 F. The subject property meets the 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 Landmark category pursuant to Section 30-2.2(1) 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 historical resources. Categorical Exemption No. ER-2020-59 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. 2020-02 to place the Harold T. Segerstrom House located at 936 West River Lane, Santa Ana, 92706 on the historical register, and B. Historic Register Categorization No. 2020-01 placing the Harold T. Segerstrom House located at 936 West River Lane, Santa Ana, 92706 within the Landmark 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 291h day of October, 2020. Alberta Christy Chairperson 25C-58 FREE RECORDING PURSUANT TO GOVERNMENT CODE § 27383 APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney Lisa Storck Assistant City Attorney AYES: Commission NOES: Commission ABSTAIN: Commission members NOT PRESENT: Commission mem CERTIFICATE OF ATTESTATION AND ORIGINALITY I, SARAH BERNAL, Historic Resources Commission Secretary, do hereby attest to and certify the attached Resolution No. 2020-xx to be the original resolution adopted by Historic Resources Commission of the City of Santa Ana on October 29, 2020. Date: Commission Secretary City of Santa Ana 25C-59 FREE RECORDING PURSUANT TO GOVERNMENT CODE § 27383 LEGAL DESCRIPTION APN Address Legal Description Owner Names 001-232-19 936 West River Lane PARCELI: Paul E. Sanford LOT 7 OF TRACT NO. 1160, and Jeffrey J. AS PER MAP RECORDED IN Lemay BOOK 38, PAGES 37 AND 38 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. PARCEL2: THAT PORTION OF LOT 6 OF TRACT NO. 1160, AS PER MAP RECORDED IN BOOK 38. PAGES 37 AND 38 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, BOUNDED AND DESCRIBED AS FOLLOW: BEGINNING AT THE MOST WESTERLY CORNER OF SAID LOT 6, RUNNING THENCE NORTHEASTERLY ALONG THE THENCE NORTHWESTERLY BOUNDARY LINE THEREOF, 30 FEET; THENCE SOUTHEASTERLY 142.05 FEET, MORE OR LESS, TO A POINT IN THE SOUTHEASTERLY BOUNDARY LINE THEREOF DISTANCE THEREON NORTHEASTERLY 36.84 FEET FROM THE MOST SOUTHERLY BOUNDARY LINE, 36.84 FEET TO THE SAID MOST SOUTHERLY CORNER THEREOF; THENCE 25C-60 FREE RECORDING PURSUANT TO GOVERNMENT CODE § 27383 NORTHWESTERLY ALONG THE SOUTHWESTERLY BOUNDARY LINE THEREOF, 139.32 FEET TO THE POINT OF BEGINNING. r '� 0• :1 MILLS ACT AGREEMENT 936 West River Lane 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"), and Paul E. Sanford, Trustee of the Paul E. Sanford Declaration of Trust dated 06/14/2007 and Jeffrey J. Lemay, Trustee of the Jeffrey J. Lemay Declaration of Trust dated 06/14/2007, as tenants in common, (hereinafter collectively referred to as "Owner"), owners of real property located at 936 West River Lane, 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 936 West River Lane, 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. 2tC-62 MILLS A CT A GREEMEAT 936 West River Lane Santa Ana, CA 92706 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 November 18, 2020, 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 "Historical Property Description" attached hereto, marked as Exhibit B, notably the general architectural form, style, materials, design, scale, proportions, 2tC-63 MILLS ACT AGREEMENT 936 West River Lane Santa Ana, CA 92706 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 firmiture; 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 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 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 Owner shall pay a cancellation fee to the County Auditor as set forth in Government Code 2tC-64 MILLS ACT AGREEMENT 936 West River Lane 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 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 Agrmuent 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 936 West River Lane, Assessor Parcel Number, 001-232-19, 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 2-8C-65 MILLS ACT AGREEMENT 936 West River Lane Santa Ana, CA 92706 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: Paul E. Sanford and Jeffrey J. Lemay 936 West River Lane 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, not 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. 2tC-66 MILLS ACT AGREEMENT 936 West River Lane 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 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. 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 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 in Section 1. {Signature page follows) Z6 C-67 ATTEST: DAISY GOMEZ Clerk of the Council OWNER Date: Date: APPROVED AS TO FORM: SONIA CARVALHO City Attorney By: LISA STORCK Assistant City Attorney HILLS ACTAGREEMENT 936 West River Lane Santa Ana, CA 92706 CITY OF SANTA ANA KRISTINE RIDGE City Manager By: PAUL E. SANFORD, TRUSTEE OF THE PAUL E. SANFORD DECLARATION OF TRUST DATED 06/14/2007 JEFFREY J. LEMAY, TRUSTEE OF THE JEFFREY J. LEMAY DECLARATION OF TRUST DATED 06/14/2007 RECOMMENDED FOR APPROVAL: MINH THAI Executive Director Planning and Building Agency 2tC-68 MILLSACTAGREEMENT 936 West River Lane Santa Ana, CA 92706 EXHIBIT A LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCELI: LOT 7 OF TRACT NO. 1160, AS PER MAP RECORDED IN BOOK 38, PAGES 37 AND 38 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. PARCEL 2: THAT PORTION OF LOT 6 OF TRACT NO. 1160, AS PER MAP RECORDED IN BOOK 38. PAGES 37 AND 38 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, BOUNDED AND DESCRIBED AS FOLLOW: BEGINNING AT THE MOST WESTERLY CORNER OF SAID LOT 6, RUNNING THENCE NORTHEASTERLY ALONG THE THENCE NORTHWESTERLY BOUNDARY LINE THEREOF, 30 FEET; THENCE SOUTHEASTERLY 142.05 FEET, MORE OR LESS, TO A POINT IN THE SOUTHEASTERLY BOUNDARY LINE THEREOF DISTANCE THEREON NORTHEASTERLY 36.84 FEET FROM THE MOST SOUTHERLY BOUNDARY LINE, 36.84 FEET TO THE SAID MOST SOUTHERLY CORNER THEREOF; THENCE NORTHWESTERLY ALONG THE SOUTHWESTERLY BOUNDARY LINE THEREOF, 139.32 FEET TO THE POINT OF BEGINNING. Assessor's Parcel Number: 001-232-19 2SC-69 500' RADIUS HRC 2020-01/ HRCA 2020-02/ HPPA 2020-02 936 WEST RIVER LANE HAROLD T. SEGERSTROM HOUSE PLANNING AND BUILDING AGENCY 25C-70 EXECUTIVE SUMMARY Harold T. Segerstrom House 936 West River Lane Santa Ana, CA 92706 NAME Harold T. Segerstrom House REF. NO. ADDRESS 936 West River Lane CITY Santa Ana ZIP 1 92706 ORANGE COUNTY YEAR BUILT 1948 LOCAL REGISTER CATEGORY: Landmark STORIC DISTRICT N/A NEIGHBORHOOD Jack Fisher Park LIFORNIA REGISTER CRITERIA FOR EVALUATION L C/3 CALIFORNIA REGISTER STATUS CODE 5S3 Location: ❑ Not for Publication ® Unrestricted ❑ Prehistoric ® Historic ❑ Both ARCHITECTURAL STYLE: French Eclectic Style Based upon precedents provided by many centuries of French domestic architecture, the French Eclectic style shows great variety in form and detailing but is united by the characteristic roof. (Only the Spanish Revival style, similarly based upon a long and complex architectural tradition, approaches it in variety). Informal domestic building in northwestern France (particularly Normandy and Brittany) shares much with Medieval English tradition. The use of half-timbering with a variety of different wall materials, as well as roofs of flat tile, slate, stone, or thatch are common to both. As a result, the French Eclectic houses often resemble the contemporaneous Tudor style based on related English precedent. French examples, however, normally lack the dominant front -facing cross gables characteristic of the Tudor. In contract to these generally informal, rural prototypes, Many French Eclectic houses show formal Renaissance detailing resembling that of the English Georgian. (McAlester 486). SUMMARY/CONCLUSION: The Harold T. Segerstrom House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 4(b), for its association with renowned Orange County Segerstrom family, agriculturalists, developers, and arts patrons, and under Criterion 2 for its association with prominent Santa Ana builder Allison Honer. Additionally, the house has been categorized as "Landmark" for its "historical/cultural significance to the City," stemming from its association with the Segerstroms (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. 25C-71 State of California —The Resources Agency Primary DEPARTMENT OF PARKS AND RECREATION HRI # PRIMARY RECORD Trinomk NRHP Status Code Other Listings Review Code Reviewer Date 3 Resource name(s) or number (assigned by recorder) Harold T. Segerstrom 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 936 West River Lane City: Santa Ana Zip: 92706 *e. Other Locational Data: Assessor's Parcel Number 001-232-19 *P3a. Description: (Describe resource and its major elements. Include design, materials, condition, alterations, size, setting, and boundaries) Located in Jack Fisher Park, this is a two-story single-family residence on a large parcel, sited with a deep setback and constructed in the French Eclectic style. The residence is asymmetrical in composition, defined by the two-story central block topped with a tall, steeply pitched, hipped roof, featuring two wings in the east and west direction, and front -facing gabled extension along the first floor. The exterior of the house is clad in a combination of brick, smooth stucco, and horizontal wood board siding on the front -facing gable ends. The roof treatment defines four sections of the front (north) fagade. In the middle, the central block features an entry porch formed by a second story extension and characterized by brick cladding around the door, a simple wood post, and an adjacent metal fixed window with diamond shaped patterns. The second story features a pair of metal casement windows framed by a pediment design along the roof edge, carried across to the rear design. The front - facing gabled extension features a prominent bay window with a protruding decorative brick wall below. Metal -framed casement windows appear in the two west sections of the facade as well as the east section, each framed by decorative wood shutters. The two west sections feature a side -gabled design with a varied roof height, with the section furthest from the central block smaller in height. The east section of the front fagade is an attached three -car garage featuring a side -gabled design and forming a breezeway that leads to the garage entry accessed by the rear. This east section features a hipped dormer extension and a decorative rooftop pinnacle. The rear (south) elevation also features a series of metal casement windows, including divided -light steel casement corner windows and divided -light, tripartite casement windows. An exterior brick chimney rises above the roof ridgeline framing a modest rear patio formed by a side -gable roof extension. The property is landscaped with mature trees, low vegetation, neatly trimmed hedges, and a decorative brick walkway leading towards the rear. *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 P5b. Photo: (view and date) North elevation, viewsouth September 2020 *P6. Date Constructed/Age and Sources: ■historic 19481 City of Santa Ana Building Permits *P7. Owner and Address: Paul E Sanford and Jeffrey L. Lemay 936 West River Lane 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 22, 2020 *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 Archaeological Record ❑District Record ❑Linear Feature Record ❑Milling Station Record OArtifact Record ❑Photograph Record ❑ Other (list DPR 523A (1195) ❑Rock Art Record *Required information State of California —The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI# BUILDING, STRUCTURE, AND OBJECT RECORD Page 2 of 3 *NRHPStatus Code 5S3 `ReSonrCe Name or FF: narom I. oegersuurn nuuse B1. Historic Name: Harold T. Segerstrom House B2. Common Name: Same B3. Original Use: Single-family Residence *85. Architectural Style: French Eclectic B4. Present Use: Single-family Residence *136. Construction History: (Construction date, alterations, and date of alterations): August 27, 1948. Constructed. $25,000. January 27, 1955. Range for H. Segerstrom by Gilbert & Stearns. June 3, 1986. Addition of new pool and spa. August 15, 1991. Kitchen remodel. $1,500. May 15, 2012. Reroof house and attached garage - remove shakes, install class A comp shingles. $10,754. March 15, 2019. Install (31) roof mounted solar panels. $30,000. *137. Moved? ■No OYes ❑Unknown Date: Original *BB. Related Features: None. 139a. Architect: Unknown b. Builder: Allison Honer *1310. Significance: Theme Residential Architecture Area Santa Ana Period of Significance: 1948 Property Type: Single-family Residence Applicable Criteria: C13 (Discuss importance in terms of historical or architectural context as defined by theme, period, and geographic scope. Also address integrity) The Harold T. Segerstrom House is architecturally distinguished as a remarkably intact and characteristic example of the French Eclectic style of the late 1940s. Its period revival design, substantial scale, and generous setback contribute to the elegant and distinctive streetscape on River Lane. It was built in 1948 by prominent developer and builder Allison Honer (1897- 1981), credited as the subdivider and builder of a major portion of northwest Santa Ana, now the Floral Park subdivision between Seventeenth Street and Santiago Creek. The Allison Honer Construction Company went on to complete such notable projects as the 1935 Art Deco styled Old Santa Ana City Hall, the El Toro Marine Base during World War II, and the 1960 Honer Shopping Plaza. The Harold T. Segerstrom house was built for Harold 'Hal" Segerstrom Sr. and wife Veronica P. Segerstrom. Harold Segerstrom Sr., one of the six sons of Charles John (C.J.) and Britta Segerstrom, was a member of one of the leading families of Orange County. C.J. and Britta Segerstrom came to Orange County from Sweden, with an intermediate stop in the Midwest, in 1898. They purchased land in what is now Costa Mesa and established a family agricultural business, which specialized in producing lima beans and maintaining a large dairy herd. (See Continuation Sheet 3 of 3.) B11. Additional Resource Attributes: (List attributes and codes) *1312. 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 Heumann/Chattel Inc. *Date of Evaluation: October 29, 2020 (This space reserved for official comments.) Sketch Map Harold T. Segerstrom House 936 West River Lane a" 0 31 nro? nw —e"--- u 'I fd Q 1 6 O O_ \ \' o 6 © 3 'e 232 a DPR 523E (1195) 7 *Required information State of California —The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI # CONTINUATION SHEET Trinomial Page 3 of 4 Resource Name: Harold T. Segerstrom House *Recorded by Pedro Gomez *Date October 29, 2020 ❑x Continuation ❑ Update *810. Significance (continued): Following World War /l, the family branched into commercial and industrial ventures, and, with the construction of South Coast Plaza Town Center, became one of the most successful land developers in the county. The Segerstrom interests also built the first high rise in Santa Ana, the United California Building at the corner of Tenth and Main Streets. Harold T. Segerstrom Sr. died in 1978; Veronica Segerstrom died in 1962. Along with his cousin Henry T. Segerstrom, Harold T. Segerstrom Jr. joined the family firm, C.J. Segerstrom & Sons in the late 1940's and was a managing partner. Harold T Segerstrom Jr. remained in the home until 1984 when he moved to Newport Beach with his wife Jeannette Segerstrom but the house remained in the family until the early 1990's, until Harold T. Segerstrom Jr.'s sudden death. The Harold T. Segerstrom House is located in Jack Fisher Park, a neighborhood northwest of downtown Santa Ana bounded by Bristol Street, Santa Clara Avenue, Memory Lane, and the Interstate 5. "The neighborhood takes its name from Jacob (Jack) Fisher. Born in Yakima, Washington, Fisher moved to Santa Ana with his parents and sister in the early twentieth century. In April 1917, upon the United States' entry into World War 1, Fisher enlisted in the US Army when he was 18 years old. Assigned to Company L, Seventh California Regiment, Fisher later advanced to the level of corporal in the 58th Infantry of Company D. During his service in World War 1, Fisher received several high-level honors for his service in France, including a Purple Heart, French Croix de Guerra with Palm, and the Medaille Militaire, France's highest military recognition. After surviving the battles of Argonne Forest and Verdun, Fisher's final battle was fought in Argonne, from which he emerged with grave injuries. in 1919, Fisher returned to the United States for a period of convalescence. During his recuperation at the military hospital in San Francisco, Fisher studied art and cartoon illustration, which he developed into a career as a cartoonist for the San Francisco Examiner and, later, Santa Ana Register upon his return to Santa Ana in 1927. A decorated veteran with awards from Italy, Belgium, Britain, France, and the United States, Fisher was instrumental in the formation of the Santa Ana Chapter of the Disabled American Veterans. After Fisher's death at the age of 30, in March 1929, the Chapter of Disabled American Veterans he helped form took his name as the Jack Fisher Post, Chapter of Disabled American Veterans. On August 23, 1933, construction was completed on a park north of Santiago Creek on North Flower Street and dedicated as the Jack Fisher Memorial Park. Prior to its residential development, Fisher Park formed Lots 5B, 8 and 9 of the Potts, Borden and Sidwell Tract, subdivided in 1881. Current -day Interstate 5 conforms to the prominent diagonal swath cut by the Southern Pacific Railroad line, which was established in Santa Ana in the late 1870s and still forms the eastern border of the Fisher Park neighborhood. With the exception of the Southern Pacific Railroad line, the area remained agricultural through much of the first half of the twentieth century, with walnut groves and orchards dotting the landscape. In November 1947, residential development arrived when a narrow strip was cleared, graded, and subdivided into 25lots offered as Tract No. 1160, "River Lane Tract." Mirroring the curve of Santiago Creek to the south, the streets displayed a curvilinear layout, with lots ranging in size from 70 to 130 feet long, 140 to 190 deep. Three years later, in August 1950, another curvilinear subdivision appeared east of Flower Street, with smaller lots, averaging 60 feet by 90 feet, arranged around a curvilinear pattern with cul de sacs. An outgrowth of earlier City Beautiful and Garden City models, this curvilinear layout reflected neighborhood planning preferences codified in the 19308 by the Federal Housing Administration (FHA), which regulated and financed the increase in home ownership through its mortgage lending and insurance programs. During the post -WWI/ housing expansion in the United States, the FHA -endorsed model for city planning, as reflected in the neighborhood of Fisher Park, "set the standards for the design of post -World War I/ subdivisions." (National Register Bulletin, Historic Residential Suburbs, p. 49). Construction quickly transformed the neighborhood from agricultural to residential. A 1947 aerial photograph taken a few months before creation of the River Lane Tract shows the area dominated by groves of trees. By 1955, nearly all the lots of both tracts had been improved with single-family residences with uniform setbacks, mostly /n the Ranch House style popular in the 1950s and 1960s, in a configuration and unity of design still reflected there today (2020). The homes of the Jack Fisher Park neighborhood were built following the overwhelming success architects had in the early 1950's, when building homes using "California Ranch" architectural design and features. Homes located in our prestigious neighborhood range from 1,500- 6,000 sq. ft., with lot sizes from 6,500-25,000 sgft. Properties within this neighborhood boast some of the largest residential land use in any of the incorproated cities within Orange County and Southern California. Giving true meaning to the phrase, "Sprawling California Ranch" style homes. Jack Fisher Park was named after a local highly decorated World War I hero." The Harold T. Segerstrom House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 4(b), for its association with renowned Orange County Segerstrom family, agriculturalists, developers, and arts patrons, and under Criterion 2 for its association with prominent Santa Ana builder Allison Honer. Additionally, the house has been categorized as "Landmark" for its `historical/cultural significance to the City, " stemming from its association with the Segerstroms (Santa Ana Municipal Code, Section 30-2.2). Character -defining features of the Harold T. Segerstrom House include, but may not be limited to: asymmetrical facade; steeply pitched, hipped roof; front -facing and side -gabled extensions; materials and finishes (brick, smooth stucco, and horizontal wood board siding); fenestration (metal casement windows with diamond shaped patterns); exterior brick chimney; and front entry porch. DPR 523L 2 5 C -74 State of California —The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI # CONTINUATION SHEET Trinomial Page 4 of 4 Resource Name: Harold T. Segerstrom House *Recorded by Pedro Gomez *Date October 29, 2020 ❑x Continuation ❑ Update *B12. References (continued): Ancestry.com. California, Death Index, 1940-1997 [database on-line]. Provo, UT, USA: Ancestry. com Operations Inc, 2000. Ancestry.com. 1930 United States Federal Census [database on-line]. Provo, UT, USA: Ancestry.com 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. Whiffen, 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 Harold T. Segerstrom, 76, Farmer, Businessman, Dies" (newspaper clipping, no date or source) "Segerstroms Mark 50th Anniversary," (newspaper clipping, 911511975, no source) DPR 523L 25C- 5 MILLS A CT A GREEMENT 936 West River Lane 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. 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 2'5C-76 MILLS A CT A GREEMENT 936 West River Lane 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 stricture would be unimpaired. 2SC-77 EXHIBIT 5 MILLS ACT AGREEMENT 2352 North Riverside Drive 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"), and Kevin M. Marshall and Lauren L. Marshall, husband and wife as joint tenants, (hereinafter collectively referred to as "Owner"), owner of real property located at 2352 North Riverside 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 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 2352 North Riverside 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. 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. 26C-78 MILLS ACT AGREEMENT 2352 North Riverside Drive Santa Ana, CA 92706 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 November 18, 2020, 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 "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. 29C-79 MILLS ACT AGREEMENT 2352 North Riverside Drive Santa Ana, CA 92706 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 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 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 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 29C-80 MILLS ACT AGREEMENT 2352 North Riverside Drive Santa Ana, CA 92706 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. Owner hereby subjects the Historic Property, located at 2352 North Riverside Drive, Assessor Parcel Number, 002-133-05, 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 Property. Every contract, deed, or other instrument hereinafter executed, covering or conveying 29C-81 MILLS ACT AGREEMENT 2352 North Riverside Drive Santa Ana, CA 92706 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. S. 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: Kevin M. and Lauren L. Marshall 2352 North Riverside 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. -s- 25C-82 MILLS ACT AGREEMENT 2352 North Riverside Drive 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 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 in Section 1. {Signature page follows) 26C-83 ATTEST: MILLSACT AGREEMENT 2352 North Riverside Drive Santa Ana, CA92706 CITY OF SANTA ANA DAISY GOMEZ KRISTINE RIDGE Clerk of the Council City Manager OWNER Date: By: KEVIN M. MARSHALL Date: By: LAUREN L. MARSHALL APPROVED AS TO FORM: RECOMMENDED FOR APPROVAL: SONIA CARVALHO City Attorney By: 4K JOHN M. FUNK Assistant City Attorney MINH THAI Executive Director Planning and Building Agency 29C-84 MILLS ACT AGREEMENT 2352 North Riverside Drive Santa Ana, CA 92706 EXHIBIT A LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: LOT 114, OF TRACT NO. 425, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 16, PAGE(S) 33 AND 34, OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. Assessor's Parcel Number: 002-133-05 26C-85 EXECUTIVE SUMMARY Barnhill -McDowell House 2352 North Riverside Drive Santa Ana, CA 92706 NAME Barnhill -McDowell House REF. NO. ADDRESS 2352 North Riverside Drive CITY Santa Ana ZIP 1 92706 ORANGE COUNTY YEAR BUILT 1925 LOCAL REGISTER CATEGORY: Contributive HISTORIC DISTRICT 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 Barnhill -McDowell House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1, for its embodiment of the distinguishing characteristics of the Spanish Colonial Revival style, in particular the flat -roofed, one- story, symmetrical bungalow variant of the 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, featuring features highly distinctive porch piers that are the focal point of the facade design. (Santa Ana Municipal Code, Section 30-22). 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 25C-86 State of California— The Resources Agency DEPARTMENT OF PARKS AND RECREATION PRIMARY RECORD Other Listings Review Code Primary HRI # NRHP Status Reviewer Page 1 of 3 Resource name(s) or number (assigned by recorder) Barnhill -McDowell 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 2352 North Riverside Drive City Santa Ana Zip 92706 *e. Other Locational Data: Assessor's Parcel Number 002-133-05 *P3a. Description: (Describe resource and its major elements. Include design, materials, condition, alterations, size, setting, and boundaries) Located in Floral Park, the Barnhill -McDowell House is a flat -roofed, one-story house, constructed in a symmetrical bungalow variant of the Spanish Colonial Revival architectural style. The building is rectangular in plan and clad in a light lace rough stucco finish. A stepped parapet, with clay barrel tile coping, shields the roof along all four elevations. The fagade (east elevation) consists of three bays, composed in an A-B-A pattern. In the center bay, a projecting porch is the focal point, with distinctively shaped piers supporting a front -gabled porch roof. Clay barrel tiles cover the gable and terracotta tile paves the front steps and porch floor. The original entry doors and flanking sidelights exhibit a Prairie School -style glazing pattern. Tripartite, wood, casement windows, also in the Prairie School -style, are located in the side bays. Fenestration along the side (northern, and southern) elevations consists of Prairie School -style wood casement windows shaded by fabric awnings. A secondary entry on the south elevation faces the driveway and is characterized by a tiled shed roof supported on curved, oversized brackets, a Prairie School -style door and sidelights, terracotta paving. A small bedroom, bath, and laundry room addition as well as a patio cover were attached to the rear of the residence, but due to their location and design they do not impact the integrity of the building. There is a one-story detached garage at the rear of the property. The property is generally landscaped with low vegetation, shrubs, and lawn. The property retains a high degree of integrity. *133b. Resource Attributes: (list attributes and codes) HP2. Single-family residence *P4. Resources Present: ■Building ❑Structure ❑Object []Site ❑District ❑Element of District ❑Other P5a. Photo P5b. Photo: (view and date) September 2020 Front elevation, facing west. *P6. Date Constructed/Age and Sources: ■historic 1925/City of Santa Ana Building Permit *P7. Owner and Address: Kevin M. and Lauren L. Marshall 2352 North Riverside Drive Santa Ana, CA 92706 *P8. Recorded by: Pedro Gomez, Associate Planner 20 Civic Center Plaza M-20 Santa Ana, CA 92702 *P9. Date Recorded: October 22, 2020 *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 []District Record ❑Linear Feature Record ❑Milling Station Record ❑Rock Art Record []Artifact Record []Photograph Record ❑ Other (list) DPR 523A (1/95) *Required information 25C-87 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 #: Barnhill -McDowell House 131. Historic Name: Barnhill -McDowell House B2. Common Name: Same B3. Original Use: Single-family residence B4. Present Use: Single-family Residence *135. Architectural Style: Spanish Colonial Revival *136. Construction History: (Construction date, alterations, and date of alterations): Constructed May 20, 1925. $5,000. July 24, 1950. Reroof for J.C. Fallon by Holmes. $235. July27, 1955. Alteration in kitchen for J.C. Fallon by C.E. Vandervort. $1,000. August 1, 1955. 10 circuits, 18 outlets, space heater,range for J.C. Fallon. March 21, 1991. Reroof, tear off, comp. $4, 000. August 17, 1995. Reroof with tear off. $2, 885. May 11, 2011. Kitchen remodel, upper/lower cabinets, drywall as needed. Voluntary seismic retrofit. Changeout windows on three elevations. Vinyl windows on the rear. $21, 500. May 11, 2011. Finalize expired building permit #12081 for bedroom, bath, and laundry room addition. March 13, 2012. Remodel/enlarge bathroom, enclose hallway, relocate shower, replace hung windows with vinyl. $10,000. *137. Moved?mNo ClYes ClUnknown Date: Original Location: *138. Related Features: Garage. B9a. Architect: Unknown b. Builder: J.T. McQuinn *1310. 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 Barnhill -McDowell House is architecturally significant as a characteristic example of the Spanish Colonial Revival style. This house was originally constructed in 1925 by J.T. McQuinn, and was valued at approximately $5,000, according to the original building permit and Newspapers.com (Santa Ana Register). At the time of its construction the listed property owner was J.T. McQuinn, who was a local builder. According to city directories, Newton E. Wray and Isabel Wray purchased the property soon after and maintained it as a rental. Mr. Wray was a walnut and citrus farmer and a member of The Long Beach Scottish Rite masons. The property was primarily rented to Mr. and Mrs. Vernon Barnhill. Mr. Barnhill was one of the first Santa Ana Police motorcycle officers, and later one of the first State Patrol officers of the California Highway Patrol. In 1929 the property was sold to Claude J. and lone L. McDowell. Mr. McDowell was chairman of the Santa Ana Breakfast Club program committee and manager of the Weber Bread industrial bakery in Santa Ana. The next recorded occupants were Donald G. and Mary Jerome. Mr. Jerome was the owner of a service station in downtown Santa Ana at 51h and Birch Streets. The property was sold in 1942 to Allan P. and Carmen R. Carstensen. Mr. Carstensen owned and operated a local grocery store. The next documented occupants of the home were James C. and Delinda S. Fallon (1948) who later deeded the property to the Department of Veterans Affairs. (See Continuation Sheet 3 of 3.) B11. Additional Resource Attributes: (List attributes and *1312. 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: *1314. Evaluator: Leslie Huemann, Chattel Inc. *Date of Evaluation: October22, 2020 (This space reserved for official comments.) DPR 523B (1/95) Sketch Map Barnhill -McDowell House 2352 North Riverside Drive 0 rm O w Q 0 O C 0 133 s a 1va \ 4 r15 � n.w Ur °ova 130.. 1t9 y P n .IM Q 2t zo R 27 y 11e rio �{ rm � *Required information State of California— The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI # CONTINUATION SHEET Trinomial *Recorded by Pedro Gomez *B10. Significance (continued): *Date October29, 20200 Continuation ❑ Update 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 Barnhill -McDowell 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 El Toro Marine Base during World War 11, 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 (2020) Floral Park maintains its identity as the premier neighborhood of Santa Ana, historically home to many affluent and prominent citizens. The Barnhill -McDowell 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, in particular the flat -roofed, one-story, symmetrical bungalow variant of the style. Typical features of the Spanish Colonial Revival exhibited by the Barnhill -McDowell House include stucco cladding, barrel tile coping and roofing, prominent entry, 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," representing the Spanish Colonial Revival style in Santa Ana, featuring features highly distinctive porch piers that are the focal point of the fagade design. Character defining features of the Barnhill -McDowell 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; distinctive porch piers, and doors and windows (Prairie School -style wood casement windows, where extant), and entry. *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) DPR 523L 2 5 C _R Q MILLS ACT AGREEMENT 2352 North Riverside Drive 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 29C-90 MILLS ACT AGREEMENT 2352 North Riverside Drive 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 fixture, the essential form and integrity of the structure would be unimpaired. 25C-91 EXHIBIT 6 REQUEST FOR Historic Resources Commission Action HISTORIC RE90URCESC OMMISSMMEEnNG DATE: OCTOBER 29, 2020 TITLE: PUBLIC HEARING — HISTORIC RESOURCES COMMISSION APPLICATION NO. 2020-03, HISTORIC REGISTER CATEGORIZATION NO.2020-02, AND HISTORIC PROPERTY PRESERVATION AGREEMENT NO. 2020.03 FOR PROPERTY LOCATED AT 2352 NORTH RIVERSIDE DRIVE Prepared by Pedro Gomez, AICP HISTORIC RESOURCES COMMISSION SECRE ARy APPROVED ❑ As Recommended ❑ As Amended ❑ Set Pub4c Hearing For CONTINUED TO f Executive Director Plannil anager 0GAf1RARff0k1n=r% Ae%"e%Rt 1. Adopt a resolution approving Historic Resources Commission Application No. 2020-03 and Historic Register Categorization No. 2020-02 (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 Kevin A. and Lauren L. Marshall, subject to non -substantive changes approved by the City Manager and City Attorney (Exhibit 2). Request of Applicant Kevin A. and Lauren L. Marshall are requesting approval to designate an existing residence located at 2352 North Riverside 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. Protect Location and Site Description The subject property is located on the west side of North Riverside Drive in the Floral Park neighborhood. The site consists of a 1,416-square-foot, Spanish Colonial Revival residence and attached garage on a 7,000-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 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 25C-92 HRCA No. 2020-03, HRC No. 2020.02, HPPA No. 2020-03 October 29, 2020 Page 2 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 95 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 Barnhill -McDowell 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 J.T. McQuinn. A majority of Floral Park was developed by prominent local builder Allison Honer who 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, continued developing the groves of Floral Park. In the early post World War 11 years, Floral Park continued its development as numerous, smaller, single-family houses were built. Rectangular in plan and clad in a light lace rough stucco finish, the house has a predominantly flat roof that is accented by a shaped parapet along all four elevations. Clay barrel tiles clad the parapet as coping and clad a side entry shed roof with distinctive pier supports along the south elevation, as well as a prominent moderate -pitch, front -gabled entry along the front elevation, also with distinctive pier supports. The front and side entries are further enhanced with a decorative clay the walkway and original entry doors both flanked by two sidelights —all exhibiting a Prairie School -style glazing pattern. Fenestration along the primary, northern, and southern elevation consist of Prairie School -style wood casement windows shaded by fabric awnings. A small bedroom, bath, and laundry room addition as well as a patio cover were attached to the rear of the residence, but due to their location and design they do not impact the integrity of the structure. There is a one-story detached garage at the rear of the property. Character -defining features of the Barnhill -McDowell blouse 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; distinctive porch piers, and doors and windows (Prairie School - style wood casement windows, where extant); and entry. The Barnhill -McDowell House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion No. 1, as a building with the "distinguishing characteristics of an architectural style or period," representative of the Spanish Colonial Revival style, in particular the flat -roofed, one-story, symmetrical bungalow variant of the style. Typical features of the Spanish Colonial Revival exhibited by the Barnhill -McDowell House include stucco cladding, barrel tile coping and roofing, prominent entry, and stepped parapet. Additionally, the house has 25C-93 HRCA No. 2020-03, HRC No. 2020-02, HPPA No. 2020-03 October 29, 2020 Page 3 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, featuring features highly distinctive porch piers that are the focal point of the fagade design. 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 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 mall 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/ER No. 2020-62 will be filed for this project. 25C-94 HRCA No. 2020-03, HRC No. 2020-02, HPPA No. 2020-03 October 29, 2020 Page 4 PG:sb SSHistorio Resources Commisslon\2020h10-29.2012352 N Riverside Drive-Barnhill-Mobowoll HouselSteff Report-2320 N. RlverSlde Drive. Exhibits 1 — Resolution 2 -- Mills Act Agreement 3 — 500-Foot Radius Map 25C-95 FREE RECORDING PURSUANT TO GOVERNMENT CODE § 27383 RESOLUTION NO. 2020-xx A RESOLUTION OF THE HISTORIC RESOURCES COMMISSION OF THE CITY OF SANTA ANA APPROVING HISTORIC RESOURCES COMMISSION APPLICATION NO. 2020-03 TO PLACE THE PROPERTY LOCATED AT 2352 NORTH RIVERSIDE DRIVE, SANTA ANA, ON THE HISTORICAL REGISTER AND APPROVING HISTORIC REGISTER CATEGORIZATION NO. 2020-02 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 29, 2020, 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. 2020-03) and categorization (Historic Resources Commission Categorization No. 2020-02) of the Barnhill -McDowell House located at 2352 North Riverside Drive, Santa Ana. B. The Barnhill -McDowell House has distinctive architectural features of the Spanish Colonial Revival style and was built in 1925. C. The Bamhill-McDowell House qualifies- for listing in the Santa Ana Register of Historical Properties under Criterion No. 1, as a building with the "distinguishing characteristics of an architectural style or period," representative of the Spanish Colonial Revival style, in particular the flat - roofed, one-story, symmetrical bungalow variant of the style. Typical features of the Spanish Colonial Revival exhibited by the Bamhill- McDowell House include stucco cladding, barrel the coping and roofing, prominent entry, 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," representing the Spanish Colonial Revival style in Santa Ana, featuring features highly distinctive porch piers that are the focal point of the fagade design. Character -defining features of the Barnhill -McDowell 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; distinctive porch piers, and doors and windows (Prairie School -style wood casement windows, where extant); and entry. 25C-96 FREE RECORDING PURSUANT TO GOVERNMENT CODE § 27383 D. The legal owners of the property are Kevin A. and Lauren L. Marshall. 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 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 16331, Class 31, as these actions are designed to preserve historical resources. Categorical Exemption No. ER-2020-62 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. 2020-03 to place the Barnhill -McDowell House located at 2352 North Riverside Drive, Santa Ana, 92706 on the historical register, and B. Historic Register Categorization No. 2020-02 placing the Barnhill - McDowell House located at 2352 North Riverside 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 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 file a certified copy of this Resolution with the County Recorder's Office of this Resolution pursuant to Public Resources Code Section 5029. ADOPTED this 29t" day of October, 2020. Alberta Christy Chairperson hereby directed to after the adoption 25C-97 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 members NOT PRESENT: Commission members CERTIFICATE OF ATTESTATION AND ORIGINALITY I, SARAH BERNAL, Historic Resources Commission Secretary, do hereby attest to and certify the attached Resolution No. 2020-xx to be the original resolution adopted by Historic Resources Commission of the City of Santa Ana on October 29, 2020. Date: Commission Secretary City of Santa Aria 25C-98 FREE RECORDING PURSUANT TO GOVERNMENT CODE § 27383 LEGAL DESCRIPTION Address Legal Description Owner Names APN 002-133-05 2352 North Riverside LOT 114, OF TRACT NO. 425, Kevin M. and Drive IN THE CITY OF SANTA ANA, Lauren L. COUNTY OF ORANGE, Marshall STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 16, PAGE(S) 33 AND 34, OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. 25C-99 MILLS'ACTAGRF,EMENT 2352 North Riverside nrive .Santa Aria, 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: Cleric 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 Kevin M. Marshall and Lauren L. Marshall, husband and wife as joint tenants, (hereinafter collectively referred to as "Owner"), owner of real property located at 2352 North Riverside 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 Govomment Code Section 30280 of 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 2352 North Riverside 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. 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 ate carried out in an exemplary manner. -I- 25C-100 MILLS ACT AGREEMENT 2352 North Riverside Drive Santa Ana, CA 9270E 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 'l of the California Tax and Revenue Code. NOW, THEREFORE, the City of Santa Ana acid the Owner of the Historic Property agree as follows: 1. Effective Date and Terms of Agreement. This Agreement shall be effective and commence on November 18, 2020, 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 50290 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 (M) year term of this Agreement unless written notice of nonrenewal is served as provided herein. b. if the Owner or the City dosire(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 "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. _2. 25C-101 MILLS ACT AGREFWNT 2352 North Riversida Drive Santa Ana, CA 92706 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 niay be necessary or advisable to determine compliance with the terms and provisions of this Agreement. 5. Cancellation. a. The City, following a drily noticed public bearing 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 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 have failed to restore or rehabilitate the property in the mariner 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 %x) percent by Government Code Section 50286) of the current fair market value of the 25C-102 MILLS ACT AGRETMTsNT 2352 Nor18 Riverside Drive Sweea Anra, CA 92706 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 Govermnent Code Section 50288. 6. Enforcement of Agreement. a. In lieu of and/or in addition to any provisions to cancel the Agreement as referenced heroin, 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 2352 North Riverside Drive, Assessor Parcel Number, 002-133-05, 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 bereby 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 -4- 25C-103 MILLS ACT AGREEMENT 2352 North Riverside Drive Santa Ann, CA 92706 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 sot forth in such contract, deed, or other instrument. S. 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 patties 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: Clerli of the Comicil Owners: Kevin M, and Lauren L. Marshall 2352 North Riverside 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 clairns 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. -5- 25C-104 DILLS ACT AGIT-ELMENT 2352 North Riverside Drive Santa Ann, 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 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. 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 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. 1.1. 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 in Section 1. {Signature page tbllows} -6- 25C-105 MILLSACTAGREEMENT 2352 North RtversIde Drive Santa Ana, CA 92706 ATTEST: CITY OF SANTA ANA DAISY GOMEZ KRISTINE RIDGE Clerk of the Council City Manager OWNER Date: By: KEVIN M. MARSHALL Date: By: LAUREN L. MARSHALL APPROVED AS TO FORM: RECOMMENDED FOR APPROVAL: SONIA CARVALHO City Attorney LISA STOR.CK Assistant City Attorney MINH THAI Executive Director Planning and Building Agency -7- 25C-106 MIGI.SACTAGREEMEAT 2352 North Riverside Drive Santa Ana, CA 92706 CXHIBTT A LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED N THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: LOT 114, OF TRACT NO, 425, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNTA, AS PER MAP RECORDED IN BOOR 16, PAGE(S) 33 AND 34, OF MISCELLANEOUS MAPS, N TIIE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. Assessor's Parcel Number: 002-133-05 -8- 25C-107 l I� s irk. Idf� MI - \V � � t S r 500' RADIUS HRC 2020-02/ HRCA 2020-03 / HPPA 2020-03 2352 NORTH RIVERSIDE DRIVE BARNHILL-MCDOWELL HOUSE PLANNING AND BUILDING AGENCY 25C-108 EXECUTIVE SUMMARY Barnhill -McDowell Douse 2352 North Riverside Drive , Santa Ana, CA 92706 NAME Barnhill -McDowell House REF. NO. 2352 North Riverside Drive ADDRESS CITY Santa Ana ZIP 1 92706 ORANGE COUNTY YEAR BUILT 1925 LOCAL REGISTER CATEGORY: Contributive HISTORIC DISTRICT None NEI&IBORHOOD 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, draw its inspiration from the missions of the Southwest. Identifying features include curved parapets (or espadafla); 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 the 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 Barnhill -McDowell House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1, for Its embodiment of the distinguishing characteristics of the Spanish Colonial Revival style, In particular the flat -roofed, one- story, symmetrical bungalow variant of the 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, featuring features highly distinctive porch piers that are the focal point of the fagade design. (Santa Ana Municlpal Code, Section 30.22). teria.ter Evaluation: (From California Office of`Historic Presen m,i,n''ate Resources to,the California Register of,.HNtoncal kaiic dies the distinctve characteristics Of q type period reglon;'ot ants the work of.a master, or possesses high artistic vafuesr' We, characteristics of a.type, period, region or method of Corti ses,high artistic Values: 's to be individually ellgible:for Idoat listing or'designation thr6.0 25C-109 P1. Other Identifier: *P2. Location; ❑Not for Publication ■Unrestricted *a. County Orange County *b. USGS 7.5' Quad TCA 1725 Date: March 3, 2015 *e.. Address 2352 North Riverside drive City Santa Ana Zip 92706 *e, Other Locations[ Data: Assessor's Parcel Number 002-133.06 *P3a. Description: (Describe resource and its major elements. Include design, materials, condition, alterations, size, setting, and boundaries) Located in Floral Park, the Barnhill -McDowell House Is a flat -roofed, one-story house, constructed In a symmetrical bungalow variant of the Spanish Colonial Revival architectural style. The building Is rectangular In plan and Gad In a light lace rough stucco finish. The house has a predominantly flat roof that Is accented by a shaped parapet along all four elevations, clay barrel tiles clad the parapet as coping, and clad a side entry shed roof with distinctive pier supports along the south elevation, as well as a prominent moderate -pitch, front -gabled entry along the front elevation, also with distinctive pier supports. The front and side entries are further enhanced with a decorative clay tile walkway and original entry doors both flanked by two sldelights—all which exhibit a Prairie School -style glazing pattern. Fenestration along the primary, northern, and southern elevation, consist of Prairie School -style wood casement windows shaded by fabric awnings, A small bedroom, bath, and laundry room addition as well as a patio cover were attached to the rear of the residence, but duo to their location and design they do not impact the Integrity of the structure. There is a one-story detached garage at the rear of the property. The property is generally landscaped with low vegetation, shrubs, and lawn. The properly retains a high degree of Integrity. *P3b, Resource Attributes: (list attributes and codes) HP2. Single-family residence *P4. Resources Present: ■Building []Structure ❑Object ❑Site ODistrict ❑Elementof District 110ther P6a, Photo PSb. Photo: (view and date) September2020 Front elevation, facing east. *P6. Date Constructed/Age and Sources: ■historic 19251Cit y of Santa Ana Building Permit *P7. Owner and Address: Kevin M. and Lauren L. Marshall 2352 North Riverside Drive Santa Ana, CA 92706 *P8, Recorded by: Pedro Gomez, Associate Planner 20 Civic Center Plaza M-20 Santa Ana, CA 92702 *Pg. Date Recorded: October 22, 2020 *P10. Survey Type: intensive Survey *P11. Report Citation; (cite survey report and other sources, or enter "none") Naze *Attachments: ❑None ❑Location Map OSketch Map ■Continuetlon Sheet ■Building, Structure, and Object Record ElArehaeological Record ❑District Record 01-inear Feature Record ❑Milling Station Record ❑Rock Art Record ❑Artifact Record OPhotograph Record 0 Other (list) DPR 523A (1195) EXHIBIT 3 "Required Information 25C-110 State, of Call Tnrnla—The Re. sources Agency Primary# p .PARTMENK$ T.OF PARAND RECREATION .' HRI# BUILDING, STRUCTURE, AND oBJECT RECORD , Page 2 of 3 NRHP SttCode, 5S3 . .. * aus "oasource Name or a; oafrrrrur-rvm✓wvcn i,a,uov i Historic Name: Bernhill-McDowell i'1en58 B2. Common Name: Same B3. Original Use: Single-family residence 134. Present Use: Single-familyResldence *B5, Architectural Style: Spanish Colonial Revival *66. Construction History: (Cenatmetlon date, alterations, and date of alterations): Constructed May 20, 1925, $5,000. July 24, 1950. Reroof for J.C. Fallon by Holmes. $235, July 27, 1966. Alteration in kitchen for J.C. Fallon by C.E. Vandervod. $1,000. August 1, 1956, 10 cifouitsr' 18 cutlets; space heater,' range for J,C. Fallon. March 21, 1991. Reroof, tear off, comp. $4,000, August 17, 1995. Reroof with tear of. $2,886, May 11, 2011, Kitchen remodel, upperliower cabinets, drywall as naoded. Voluntary seismic retrofit. Changeout windows on three elevations. Vinyl windows on the rear. $21,500, May 11, 2011. Finalize expired building permit #12081 for bedroom, bath, and laundry room addition. March 13, 2012 Remodel/enlarge bathroom, enclose hallway, relocate shower, replace, hung windows with vinyl. $10, 000. *B7. Moved?NNo ❑Yes ❑Unknown Date: Original Location: *B8. Related Features: Garage, B9a. Architect: Unknown b. Builder: J.T, MCQulnn *1310.Significance; Theme ResidentlalArchitecture 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) rho Barnhill -McDowell House is architecturally significant as a characteristic example of the Spanish Colonial Revival style. This house was originally constructed in 1925 by J.T. McQuinn, and was valued at approximately $5,000, according to the original building permit and Newspapers. com (Santa Ana Register). At the time of its construction the listed property owner was JT MoQuinn, who was a local builder, According to city directories, Nowoon E. Wray and Isabel Wray purchased the property soon after and maintained as a rental. Mr. Wray was a walnut and citrus farmer and a member of The Long Beach Scottish Rite masons. The property was primarily rented to Mc and Mrs. Vernon Barnhill. Mr. Barnhill was one of tho.first Santa Ana Police motorcycle offices, and later one of the first State Patrol offices of the California Highway Patrol. In 1929 the property was sold to Claude J. and lone L. McDowell. Mr. McDowell was chairman of the Santa Ana Breakfast Club program committee and manager of the Weber Bread industrial bakery In Santa Ana. The next recorded occupants were Donald G. and Mary Jerome. Mr. Jerome was the owner of a service station in downtown Santa Ana at 51" and Birch Streets. The property was sold In 1942 to Allan P. and Carman R, Carstenson. Mr, Carstensen owned and operated a local grocery store. The next documented occupants of the home were James C, and Dolinda S. Fallon (1948) who later deeded the property to the Department of Veterans Affairs. (See Continuation Sheet 3 of 3.) B11. Additional Resource Attributes: (List attrbutes and codes)._ -_ *B12. References: City of Santa Ana Building Permits Harris, Cyril M, American Architecture An 8lustrWcd Rncvcooedla. New Yen(, WIN Norton, 1998. Santa Ana History Room Collection, Santa Ana Public Library Sanborn Maps (See Continuation Shoot 3 of 3.) B13. Remarks: *814. Evaluator: Leslie Huemann, Chattel Inc. "Date of Evaluation: October 22, 2020 (This space reserved for official comments,) DPR 6238 (1195) 2 5 C -111 Sketch Map Barnhill -McDowell House 2352 North Riverside Drive ei err• � +o 5H so . No d ua z+ : a o C xa � a ® ga< na S w+ *Requlrad Information *Recorded by Pedro Gomez *610. Significance (continued): "Date October22, 202019 Continuation El Update Santa Ana was founded by Wllllam 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 1866, and selection as the seat of the newly created County of Orange In 1869, 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 Barnhill -McDowell 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 an 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 Pieral Park homes wore the most lavish and expensive in the area. They sold for about $45,000 each" (Orange County Rogister, 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 He;/, the EI Toro Marine Baso during World War 11, and the 1960 Honer Shopping Plaza. Honer !rued 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 (1881.1966), 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 Cilia Avenue. The homes were quite grand and displayed various removal styles, Including Russalt's own large, Colonial Revival mansion at 2009 Victoria Drive. In the early post World War tl years, Floral Park continued its development as numerous, smaller, single-family houses wore built. Continuing In the Floral Park tradlllon, they wore mostly revival in style. in the 1950s, low, horizontal Ranch Style houses completed the growth of Floral Park Today (2020) Floral Park maintains its identity as the prertrler neighborhood of Santa Ana, historically home to many affluent and prominent citizens. The Barnhill -McDowell House qualifies for lialing In the Santa Ana Register of Histoflcal Properties under Criterion 1, as a building with the "distinguishing characteristics of an architectural style or period," representative of the Spanish Colonial Revival style, In particular the flat -roofed, one-story, symmetrical bungalow variant of the style. Typical features of the Spanish Colonial Revival exhibited by the Barnhill -McDowell House Include stucco cladding, barrel the coping and roofing, prominent entry, 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," representing the Spanish Colonial Revival style In Santa Ana, featuring features highly distinctive porch piers that are the focal point of the fagade design. Character defining features of the Barnhill -McDowell House that should be preserved Include, but may not be limited to: materials and finishes (stucco); roof configuration, materials, and treatment (day barrel tiling); massing and composition; distinctive porch piers, and doors and windows (Prairie School -style wood casement windows, where extent); and entry. *1112. References (continued): Harris, Cyril M. America_ n Architecture: A11 Illustrated Enq, cy lapedla. Now York, VW Norton, 1998, Marsh, Diann. Santa Ana An illustrated H1s(ory, Enclnitas, Heritage Publlshing, 1994. McAlester, Virginia and Lee. A Field Gulrie_to American, Houses, New York: Alfred A. Knopf, 1984, Natlonal Register Bulletin 16A. "Now to Complete the National Register Registration Form." Washington DC: National Register Branch, National Park Service, US Dept. of the Interior, 1991, Office of 1-1lstorlo 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, Ancostry.com Newspapers.com (Santa Ana Register) DPR523L . 25C-112 MILLS ACT'AGRMEMENT 2352 North Riverside Drive 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: 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. 'rho 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, strictures, and sites shall be. recognized as products of their own time. Alterations that have no historical basis surd 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 enviromnent. These changes may have acquired significance in their own right,, and this significance shalt be recognized and respected. 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 fiord the other buildings or structures. 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. Every reasonable effort shall be made to protect and reserve archaeological resources affected by, or adjacent to any project. 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 _t_ 25C-113 MILLS ACT AGREEMENT 2352 North Riverside Drive 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 mannor that if such additions or alterations need to be realoved in th.e future, the essential form and integrity of the structure would be unimpaired. 26�-114 EXHIBIT 7 MILLS ACT AGREEMENT 2526 North Santiago 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"), and Jeffrey M. Black and Joni L. Black, husband and wife as community property, (hereinafter collectively referred to as "Owner"), owners of real property located at 2526 North Santiago 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 2526 North Santiago 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. 26C-115 MILLS ACT AGREEMENT 2526 North Santiago Street Santa Ana, CA 92706 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 November 18, 2020, 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 "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. 26C-116 MILLS ACT AGREEMENT 2526 North Santiago Street Santa Ana, CA 92706 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 umepaired 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 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 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 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 2SC-117 MILLS ACT AGREEMENT 2526 North Santiago Street Santa Ana, CA 92706 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. Owner hereby subjects the Historic Property, located at 2526 North Santiago Street, Assessor Parcel Number, 396-422-31, 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. 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 2dC-118 MILLS ACT AGREEMENT 2526 North Santiago Street Santa Ana, CA 92706 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. S. 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: Jeffrey M. Black and Joni L. Black 2526 North Santiago 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. 25C-119 MILLS ACT AGREEMENT 2526 North Santiago 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 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 in Section 1. {Signature page follows} 26C-120 MILLSACT AGREEMENT 2526 North Santiago Street Santa Ana, CA92706 ATTEST: CITY OF SANTA ANA DAISY GOMEZ KRISTINE RIDGE Clerk of the Council City Manager OWNER Date: By: JEFFREY M. BLACK Date: By: JONI L. BLACK APPROVED AS TO FORM: RECOMMENDED FOR APPROVAL: SONIA CARVALHO City Attorney By: 7�" -f�L JOFK NI. FUNK MINH THAI Assistant City Attorney Executive Director Planning and Building Agency 26C-121 MILLS ACT AGREEMENT 2526 North Santiago Street Santa Ana, CA 92706 EXHIBIT A LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: THE NORTH 80 FEET OF THE EAST 147.5 FEET OF THE FOLLOWING DESCRIBED LAND: THAT PORTION OF THE SECTION 6, TOWNSHIP 5 SOUTH, RANGE 9 WEST, SAN BERNARDINO BASE AND MERIDIAN, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE WEST LINE OF SANTIAGO AVENUE 196 FEET NORTH OF THE INTERSECTION OF SAID WEST LINE WITH THE NORTH LINE OF EDGEWOOD ROAD AS SAID AVENUE AND ROAD ARE SHOWN ON A MAP OF TRACT NO. 705, RECORDED IN BOOK 21, PAGE 9 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE WEST PARALLEL TO SAID NORTH LINE OF EDGEWOOD ROAD 295 FEET; THENCE NORTH PARALLEL TO SAID WEST LINE OF SANTIAGO AVENUE 135 FEET; THENCE EAST PARALLEL TO SAID NORTH LINE OF EDGEWOOD ROAD 295 FEET TO A POINT IN SAID WEST LINE OF SANTIAGO AVENUE; THENCE SOUTH ALONG SAID WEST LINE 135 FEET TO THE POINT OF BEGINNING. Assessor's Parcel Number: 396-422-31 26C-122 EXECUTIVE SUMMARY KLEIDOSTY HOUSE 2526 North Santiago Street Santa Ana, CA 92705 NAME Kleidosty House REF. NO. 172 ADDRESS 2526 North Santiago Street CITY Santa Ana ZIP 1 92706 ORANGE COUNTY YEAR BUILT 1910 LOCAL REGISTER CATEGORY: Landmark HISTORIC DISTRICT N/A NEIGHBORHOOD Pazk Santiago NATIONAL REGISTER CRITERIA FOR EVALUATION C NATIONAL REGISTER STATUS CODE 3S Location: ❑ Not for Publication N Unrestricted ❑ Prehistoric N Historic ❑ Both ARCHITECTURAL STYLE: Bungalow/Craftsman Closely related to the English Arts and Crafts Movement, American Bungalow/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. The Kleidosty House is listed in the Santa Ana Register of Historical Property and has been categorized as "Landmark" because it "has historical/cultural significance to the City of Santa Ana," for its representation of the agricultural era in Santa Ana's history, and "has a unique architectural significance" as a finely detailed and highly intact example of the influential Craftsman style (Municipal Code, Section 30-2.2). The property also appears eligible for listing in the National Register of Historic Places and the California Register of Historical Resources. 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) 25C-123 State of California — The Resources Agency DEPARTMENT OF PARKS AND RECREATION PRIMARY RECORD Primary HRI # NRHP Status Other Listings Review Code Reviewer 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: *c. Address 2526 North Santiago Street City Santa Ana Zip 92706 *e. Other Locational Data: Assessor's Parcel Number Block: Lot: *133a. Description: (Describe resource and its major elements. Include design, materials, condition, alterations, size, setting, and boundaries.) This impressive Craftsman home is distinguished by a lingering Victorian era taste for ornamentation. Two stories in height, the building is crowned by a multi -gabled roof. Rounded rafter tails and elaborately stepped beams are exposed in the eaves, carved and turned pendants hang from the gable ends, and bargeboards are jig -sawn and accented with corbels. Spanning most of the fagade, a three bay porch is tucked under the slope of the principal side gable on the north and sheltered by a hipped roof on the south. An open pergola, draped with vines, extends north from the porch. Porch posts, like the rest of the house, are covered with wide, horizontal siding. Boards with elaborately notched ends are used as capitals. An equally ornate sawn railing encloses the space. Centered within the porch, the entry is flanked by large fixed sash windows banded at the top by two rows of rectangular lights. Both the porch foundation and the entry stair walls are made of brick. Above the porch, a balcony is sunk into the porch roof and partially covered by a front gable resting on two supports. (See Continuation Sheet 3 of a) *133b. Resource Attributes: (list attributes and codes) HP2. Single-family Property *P4. Resources Present: ■Building ❑Structure ❑Object []Site ❑District ❑Element of District ❑Other P5a. Photo *P11. Report Citation: (Cite survey report and other sources, or enter "none") Les, Kathleen. `Historic Resources Inventory 2526 Santiago, " March 1980. P5b. Photo: (view and date) South and east elevations January 2002 *P6. Date Constructed/Age and Sources: ■historic 1910/Source: Historic Resources Inventory *P7. Owner and Address: *P8. Recorded by: Leslie J. Neumann SA/C 35 S. Raymond Ave. # 204 Pasadena, CA 91105 *P9. Date Recorded: January 30, 2002 *P10. Survey Type: Intensive Survey Update *Attachments: []None ❑Location Map []Sketch Map ■Continuation Sheet ■Building, Structure, and Object Record []Archaeological Record ❑District Record ❑Linear Feature Record [Willing Station Record ❑Rock Art Record []Artifact Record []Photograph Record ❑ Other (list) DPR 523A (1/95) 2 rJ ^ -124 *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 3S *Resource Name or#: Kleidosty House B1. Historic Name: Kleidosty House B2. Common Name: Same B3. Original Use: Single -Family Residence B4. Present Use: Single-family Residence *135. Architectural Style: Bungalow/Craftsman *B6. Construction History: (Construction date, alterations, and date of alterations): Constructed in 1910. June 27, 1933. Rebuild chimney. September 1, 1937. Reroof. April 6, 1950. Private garage. May 4, 1962. Install false front on existing arbor. January20, 1984. Kitchen remodel. *B7. Moved? ■No t7Yes 13Unknown Date: Original Location: *138. Related Features: None. 139a. Architect: Unknown b. Builder: Unknown *B10. Significance: Theme Residential Architecture Area Santa Ana Period of Significance: circa 1880-1946 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 Kleidosty House is architecturally significant as an outstanding example of Craftsman design and is historically noteworthy as one of the handful of ranch houses still extant in Santa Ana. According to previous research, it was constructed in 1910 for Paul and Lou Kleidosty (Les). The 1913-1914 City Directory noted Paul Kleidosty's occupation as butcher. In 1916, the directory reported that Paul Kleidosty had "moved to Long Beach, Cat." and that the new residents were Alexander R. and Margaret Wylie, ranchers. Briefly, Alfred H. and Mary J. Theal, also ranchers, where listed as the owner residents of 2526 Santiago Avenue [sic], but by 1923 and continuing into the 1930s, the Wylies were again at this address. 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. Early growth and development were stimulated by the arrival of the Southern Pacific (See Continuation Sheet 3 of a) B11. Additional Resource Attributes: (List attributes and *13112. References: City of Santa Ana Building Permits Santa Ana History Room Collection, Santa Ana Public Library Sanborn Maps Santa Ana City Directories, 1905-1930 (See Continuation Sheet 3 of a) B13. Remarks: *1314. Evaluator: Leslie J. Neumann (This space reserved for official comments.) *Date of Evaluation: January 30, 2002 Sketch Map Kleidosty House 2526 North Santiago Street �..rr. S annex q � ,a..N.w sixrtx r� 01) 0 li * fW'll� MAFf DPR 523B (1 /95) 2 5 C -12 5 *Required information State of California — The Resources Agency Primary# DEPARTMENT OF PARKS AND RECREATION HRI # CONTINUATION SHEET Trinomial Page 3 of 3 Resource Name or # (Assigned by recorder) Kleidosty House 'Recorded by Leslie J. Neumann, SA/C *Date January 30, 2002 0 Continuation ❑ Update *133a. Description (continued): A solid railing whose coping dips slightly in the middle of each of the two bays encloses the space. Two tripartite openings, consisting of a central door flanked by half height sidelights with decorative muntins, open onto the balcony. On the south elevation, a semi -circular porch is topped by a flat, bracketed roof carried on posts with notched block capitals. Windows on the side and rear elevations are primarily double -hung sash in type. In good condition, the house appears to be substantially unaltered. *1310. Significance (continued): Railroad in 1878 and the Santa Fe Railroad in 1886. Following its incorporation as a city in 1886, Santa Ana was recognized as one of the leading communities in the area in 1889 when it became the seat of the newly created County of Orange. The development of southern California in general and Santa Ana in specific experienced a large boost in the second half of the 1880s, when competition between the two railroads triggered a real estate boom. The economic underpinnings of the young community were agricultural, and many residents owned or worked on the ranches that encircled the incorporated area. The Kleidosty House is a remnant of this era, when the outlying areas of Santa Ana were covered with orchards and dotted with widely spaced ranch houses. Possessing a high degree of design integrity, the Kleidosty House is most notable for its evocation of the Craftsman style that dominated residential construction in southern California during the first two decades of the twentieth century. Its picturesque quality, derived from the abundant use of sawn and carved woodwork is characteristic of transitional architecture of the early twentieth century. All original and restored elements of this very intact residence are considered to be character -defining and should be preserved, including (but not limited to): materials and finishes (wood, brick), roof configuration and treatment, massing and composition, porches, balcony, and pergola, doors and windows, and architectural detailing (woodwork). Unique and possessed of a high degree of integrity, the Kleidosty House is listed in the Santa Ana Register of Historical Property and has been categorized as `Landmark." It also appears to meet the architectural criteria for listing in the National Register of Historic Places and the California Register of Historical Resources. *1312. 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. DPR 523L 25C-126 MILLS ACT AGREEMENT 2526 North Santiago 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. 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 size, scale, color, material and character of the property, neighborhood, or environment. 26C-127 MILLS ACT AGREEMENT 2526 North Santiago Street Santa Ana, CA 92706 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. 25C-128 EXHIBIT 8 REQUEST FOR Historic Resources Commission Action HISTORIC RESOURCES COMMISSION MEETING DATE: OCTOBER 29, 2020 TITLE: HISTORIC PROPERTY PRESERVATION AGREEMENT NO. 2020-04 (MILLS ACT) FOR THE PROPERTY LOCATED AT 2526 NORTH SANTIAGO STREET Prepared by Jill Arabe, AICP HISTORIC RESOURCES COMMISSION SECRETARY APPROVED ❑ As Recommended ❑ As Amended ❑ Set Public Hearing For CONTINUED TO Execu ive Director Plannin Manag 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 Jeffrey M. Black and Joni L. Black for the property located at 2526 North Santiago Street, subject to non -substantive changes approved by the City Manager and City Attorney (Exhibit 1). Request of Applicant Jeffrey and Joni Black are requesting approval to execute a Mills Act Agreement with the City of Santa Ana at an existing residence located at 2526 North Santiago Street that is currently listed on the Santa Ana Register of Historical Properties. Project Location and Site Description The subject property, known as the Kleidosty House, consists of an existing two-story Craftsman style residence that is approximately 2,753 square feet in size on an 11,800-square-foot residential lot (Exhibit 2). The home was added to the Santa Ana Register of Historical Properties in 2002 and categorized as "Landmark." 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. The property is listed on the Santa Ana Register of Historical Properties and categorized as Landmark, making it eligible for a Mills Act agreement. 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 25C-129 HPPA No. 2020-04 October 29, 2020 Page 2 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 In 2002, the Historic Resources Commission placed the Kleidosty House on the historical register and within the Landmark category. Character -defining features of the Kleidosty House determined architecturally significant included: materials and finishes (wood, brick); roof configuration and treatment; massing and composition; porches, balcony, and pergola; doors and windows; and architectural detailing (woodwork). The Kleidosty House qualified for listing under Criterion 1 of Sec. 30-2, of the Santa Ana Municipal Code (SAMC), in that it embodied the "distinguishing characteristics of an architectural style or period." Additionally, the house was categorized as Landmark because it is unique and possessed a high degree of integrity as an outstanding example of Craftsman design and is historically noteworthy as one of the handful of ranch houses still extant in Santa Ana. 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-2020-61 will be filed for this project. Jill n. 66— a = Senior Planner JA:sb S:1Historic Resources Commission12020110-29-2012526 N. Santiago StreOStaff Report - 2526 N Santlago.docx Exhibits 1 - Mills Act Agreement 2 - 500' Radius Map 3 - Site Photos — 2526 N Santiago Street 25C-130 MILLS A CT A GREEMENT 2526 North Santiago 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"), and Jeffrey M. Black and Joni L. Black, husband and wife as community property, (hereinafter collectively referred to as "Owner"), owners of real property located at 2526 North Santiago 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 2526 North Santiago 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. Z$C-131 MILLSACTAGREEMENT 2526 North Santiago Street Santa Ana, CA 92706 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 November 18, 2020, 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 "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. 26C-132 MILLS ACT AGREEMENT 2526 North Santiago Street Santa Ana, CA 92706 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 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 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 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 ZSC-133 MILLS ACT AGREEMENT 2526 North Santiago Street Santa Ana, CA 92706 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. Owner hereby subjects the Historic Property, located at 2526 North Santiago Street, Assessor Parcel Number, 396-422-31, 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. 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 25`C-134 MILLS ACT AGREEMENT 2526 North Santiago Street Santa Ana, CA 92706 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: Jeffrey M. Black and Joni L. Black 2526 North Santiago 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. 2-SC-135 MILLSACTAGREEMENT 2526 North Santiago 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 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. 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 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 in Section 1. {Signature page follows} 25t-136 ATTEST: DAISY GOMEZ Clerk of the Council OWNER Date: Date: APPROVED AS TO FORM: SONIA CARVALHO City Attorney By: LISA STORCK Assistant City Attorney MILLS ACT AGREEMENT 2526 North Santiago Street Santa Ana, CA 92706 CITY OF SANTA ANA KRISTINE RIDGE City Manager JEFFREY M. BLACK JONI L. BLACK RECOMMENDED FOR APPROVAL: MINH THAI Executive Director Planning and Building Agency Z&C-137 MILLSACTAGREEMENT 2526 North Santiago Street Santa Ana, CA 92706 EXHIBIT A LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: THE NORTH 80 FEET OF THE EAST 147.5 FEET OF THE FOLLOWING DESCRIBED LAND: THAT PORTION OF THE SECTION 6, TOWNSHIP 5 SOUTH, RANGE 9 WEST, SAN BERNARDINO BASE AND MERIDIAN, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE WEST LINE OF SANTIAGO AVENUE 196 FEET NORTH OF THE INTERSECTION OF SAID WEST LINE WITH THE NORTH LINE OF EDGEWOOD ROAD AS SAID AVENUE AND ROAD ARE SHOWN ON A MAP OF TRACT NO. 705, RECORDED IN BOOK 21, PAGE 9 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE WEST PARALLEL TO SAID NORTH LINE OF EDGEWOOD ROAD 295 FEET; THENCE NORTH PARALLEL TO SAID WEST LINE OF SANTIAGO AVENUE 135 FEET; THENCE EAST PARALLEL TO SAID NORTH LINE OF EDGEWOOD ROAD 295 FEET TO A POINT IN SAID WEST LINE OF SANTIAGO AVENUE; THENCE SOUTH ALONG SAID WEST LINE 135 FEET TO THE POINT OF BEGINNING. Assessor's Parcel Number: 396-422-31 25C-138 EXECUTIVE SUMMARY KLEIDOSTY HOUSE 2526 North Santiago Street Santa Ana, CA 92705 NAME Kleidosty House REF. NO. 172 ADDRESS 2526 North Santiago Street CITY Santa Ana ZIP 92706 ORANGE COUNTY YEAR BUILT 1910 LOCAL REGISTER CATEGORY: Landmark HISTORIC DISTRICT N/A NEIGHBORHOOD I Park Santiago NATIONAL REGISTER CRITERIA FOR EVALUATION C NATIONAL REGISTER STATUS CODE 3S Location: ❑ Not for Publication ® Unrestricted ❑ Prehistoric ® Historic ❑ Both ARCHITECTURAL STYLE: Bungalow/Craftsman Closely related to the English Arts and Crafts Movement, American Bungalow/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 Kleidosty House is listed in the Santa Ana Register of Historical Property and has been categorized as "Landmark" because it "has historical/cultural significance to the City of Santa Ana," for its representation of the agricultural era in Santa Ana's history, and "has a unique architectural significance" as a finely detailed andhighly intact example of the influential Craftsman style (Municipal Code, Section 30-2.2). The property also appears eligible for listing in the National Register of Historic Places and the California Register of Historical Resources. EXPLANATION Or 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) 3S: Appears eligible for separate arate listing. EXHIBIT B 25C-139 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 Pape 1 _ of 3 Resource name(s) or number (assigned by recorder) Kleidosty House P1. Other Identifier: *P2. Location: ❑Not for Publication ■Unrestricted *a. County Orange County *b. USGS 7.5' Quad TCA 1725 Date: *c. Address 2526 North Santiago Street City Santa Ana Zip 92706 *e. Other Locational Data: Assessor's Parcel Number Block: Lot: *P3a. Description: (Describe resource and its major elements. Include design, materials, condition, alterations, size, setting, and boundaries.) This impressive Craftsman home is distinguished by a lingering Victorian era taste for ornamentation. Two stories in height, the building is crowned by a multi -gabled roof. Rounded rafter tails and elaborately stepped beams are exposed in the eaves, carved and turned pendants hang from the gable ends, and bargeboards are jig -sawn and accented with corbels. Spanning most of the fagade, a three bay porch is tucked under the slope of the principal side gable on the north and sheltered by a hipped roof on the south. An open pergola, draped with vines, extends north from the porch. Porch posts, like the rest of the house, are covered with wide, horizontal siding. Boards with elaborately notched ends are used as capitals. An equally ornate sawn railing encloses the space. Centered within the porch, the entry is flanked by large fixed sash windows banded at the top by two rows of rectangular lights. Both the porch foundation and the entry stair walls are made of brick. Above the porch, a balcony is sunk into the porch roof and partially covered by a front gable resting on two supports. (See Continuation Sheet 3 of 3.) *P3b. Resource Attributes: (list attributes and codes) HP2. Single-family Property *P4. Resources Present: ■Building ❑Structure ❑Object ❑Site ❑District ❑Element of District ❑Other P5b. Photo: (view and date) South and east elevations January2002 *P8. Date Constructed/Age and Sources: Rhistoric 1910/Source: Historic Resources Inventory *P7. Owner and Address: *P8. Recorded by: Leslie J. Neumann SAIC 35 S. Raymond Ave. # 204 Pasadena, CA 91105 *P9. Data Recorded: January 30, 2002 *P10. Survey Type: Intensive Survey Update *P11. Report Citation: (Cite survey report and other sources, or enter "none") Les, Kathleen. "Historic Resources Inventory 2526 Santiago," March 1980. *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 ❑Photograph Record ❑ Other (list) DPR 523A (1195) 25C-140 *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 3S resource ivame or s: meiaosty mouse B1, Historic Name: Kleidosty House B2, Common Name: Same B3, Original Use: Single -Family Residence B4. Present Use: Single-family Residence *135. Architectural Style: Bungalow/Craftsman *136. Construction History: (Construction date, alterations, and date of alterations): Constructed in 1910. June 27, 1933. Rebuild chimney. September 1, 1937. Reroof. April 6, 1950. Private garage. May 4, 1962. Install false front on existing arbor. January 20, 1984. Kitchen remodel. *137. Moved? ®No ❑Yes ❑Unknown Date: Original Location *138. Related Features: None. B9a. Architect: Unknown b. Builder: Unknown *1310. Significance: Theme Residential Architecture Area Santa Ana Period of Significance: circa 1880-1946 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 Kleidosty House is architecturally significant as an outstanding example of Craftsman design and is historically noteworthy as one of the handful of ranch houses still extant in Santa Ana. According to previous research, it was constructed in 1910 for Paul and Lou Kleidosty (Les). The 1913-1914 City Directory noted Paul Kleidosty's occupation as butcher. In 1916, the directory reported that Paul Kleidosty had "moved to Long Beach, Cat" and that the new residents were Alexander R. and Margaret Wylie, ranchers. Briefly, Alfred H. and Mary J. Theal, also ranchers, where listed as the owner residents of 2526 Santiago Avenue [sic], but by 1923 and continuing into the 1930s, the Wylies were again at this address. 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. Early growth and development were stimulated by the arrival of the Southern Pacific (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 Santa Ana City Directories, 1905-1930 (See Continuation Sheet 3 of 3.) B13. Remarks: *1314. Evaluator: Leslie J. Neumann (This space reserved for official comments.) *Date of Evaluation: January 30, 2002 DPR 523B (1195) 25C-141 *Required information Slate of California —The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI # CONTINUATION SHEET Trinomial _ Page 3 of 3 Resource Name or # (Assigned by recorder) Kleidosty House -Recorded by Leslie J. Herrmann, 3A/G 'vale danuary au, 4uuc u uunimuauUu u upuo'c *P3a. Description (continued): A solid railing whose coping dips slightly in the middle of each of the two bays encloses the space. Two tripartite openings, consisting of a central door flanked by half height sidelights with decorative muntins, open onto the balcony. On the south elevation, a semi -circular porch is topped by a flat, bracketed roof carried on posts with notched block capitals. Windows on the side and rear elevations are primarily double -hung sash in type. In good condition, the house appears to be substantially unaltered. *1310. Significance (continued): Railroad in 1878 and the Santa Fe Railroad in 1886. Following its incorporation as a city in 1886, Santa Ana was recognized as one of the leading communities in the area in 1889 when it became the seat of the newly created County of Orange. The development of southern California in general and Santa Ana in specific experienced a large boost in the second half of the 1880s, when competition between the two railroads triggered a real estate boom. The economic underpinnings of the young community were agricultural, and many residents owned or worked on the ranches that encircled the incorporated area. The Kleidosty House is a remnant of this era, when the outlying areas of Santa Ana were covered with orchards and dotted with widely spaced ranch houses. Possessing a high degree of design integrity, the Kleidosty House is most notable for its evocation of the Craftsman style that dominated residential construction in southern California during the first two decades of the twentieth century. Its picturesque quality, derived from the abundant use of sawn and carved woodwork is characteristic of transitional architecture of the early twentieth century. All original and restored elements of this very intact residence are considered to be character -defining and should be preserved, including (but not limited to): materials and finishes (wood, brick); roof configuration and treatment; massing and composition; porches, balcony, and pergola; doors and windows; and architectural detailing (woodwork). Unique and possessed of a high degree of integrity, the Kleidosty House is listed in the Santa Ana Register of Historical Property and has been categorized as 'Landmark." It also appears to meet the architectural criteria for listing in the National Register of Historic Places and the California Register of Historical Resources. *512. References (continued): Harris, Cyril M. American Architecture An Illustrated Encyclopedia. New York, WWNorton, 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. "Haw 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. DPR 523L 25C-142 MILLSACTAGREEMENT 2526 North Santiago 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. 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 size, scale, color, material and character of the property, neighborhood, or environment. -1- 25C-143 HILLS ACTAGREEMENT 2526 North Santiago Street Santa Ana, CA 92706 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- 25C-144 E ��©\Z ----- :� \ W. 0 i.— � r� �• . �, n g>: EXHIBIT 9 MILLS ACT AGREEMENT 2320 North Heliotrope Drive 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"), and Matthew D. Mohler and Leigh A. Mohler, husband and wife as Community Property with Right of Survivorship, (hereinafter collectively referred to as "Owner"), owner of real property located at 2320 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 Acts 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 2320 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. 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. 26C-147 MILLS ACT AGREEMENT 2320 North Heliotrope Drive Santa Ana, CA 92706 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 November 18, 2020, 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 tern 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, 5 2C-148 MILLS ACT AGREEMENT 2320 North Heliotrope Drive Santa Ana, CA 92706 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 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 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 Owner shall pay a cancellation fee to the County Auditor as set forth in Government Code 29C-149 MILLS ACT AGREEMENT 2320 North Heliotrope Drive 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 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 2320 North Heliotrope Drive, Assessor Parcel Number, 002-072-06, 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. 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 26C-150 MILLS ACT AGREEMENT 2320 North Heliotrope Drive Santa Ana, CA 92706 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: Matthew D. and Leigh A. Mohler 2320 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. -s- 25C-151 MILLS ACT AGREEMENT 2320 North Heliotrope Drive 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 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 in Section 1. {Signature page follows) 26C-152 ATTEST: DAISY GOMEZ Clerk of the Council CI11,101 D1 N Date: Date: APPROVED AS TO FORM: SONIA CARVALHO City Attorney By: 7g, -f�L JOI1 M. FUNK Assistant City Attorney MILLSACTAGREEMENT 2320 North Heliotrope Drive Santa Ana, CA92706 CITY OF SANTA ANA KRISTINE RIDGE City Manager By: MATTHEW D. MOHLER By: LEIGH A. MOHLER RECOMMENDED FOR APPROVAL: MINH THAI Executive Director Planning and Building Agency 26C-153 MILLS ACT AGREEMENT 2320 North Heliotrope Drive Santa Ana, CA 92706 EXHIBIT A LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: THE NORTH 20 FEET OF LOT 14 AND ALL OF LOT 15, EXCEPT THE NORTH 10 FEET THEREOF, IN BLOCK B OF TRACT NO. 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 EXCEPT THEREFROM ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES, LYING BELOW A DEPTH OF 500 FEET. Assessor's Parcel Number: 002-072-06 29C-154 EXECUTIVE SUMMARY W.S. Spicer House 2320 North Heliotrope Drive Santa Ana, CA 92706 NAME W.S. Spicer House REF. NO. ADDRESS 2320 North Heliotrope Drive CITY Santa Ana ZIP 1 92706 ORANGE COUNTY YEAR BUILT 1940 LOCAL REGISTER CATEGORY: Contributive HISTORIC DISTRICT N/A NEIGHBORHOOD Floral Park CALIFORNIA REGISTER CRITERIA FOR EVALUATION C/3 CALIFORNIA REGISTER STATUS CODE 2D4 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 W.S. Spicer House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1 for embodiment of the distinguishing characteristics of the late Colonial Revival style, when stylistic elements were simplified to signature elements, often attenuated, and frequently combined with the Regency Revival; and Criterion 2, for its association with influential and prominent local builder, Allison Honer. Additionally, the house has been categorized as "Contributive" because it contributes to the overall character and history of Floral Park and is a good example of Colonial Revival architecture just prior to World War II (Santa Ana Municipal Code, Section 30-2.2). Character -defining features of the W.S. Spicer House include, but may not be limited to: materials and finishes (vertical board and batten siding); massing, roof configuration and treatment , portico, brick chimney, fenestration (multi -light double hung windows), and architectural detailing (dormers, wood shutters. sidelights. Danelino. entry portico piers and pediment). • 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. 2D4: Contributor to a district determined eligible for NR pursuant to Section 106 without review by SHPO. Listed in the CR. 25C-155 State of California— The Resources Agency DEPARTMENT OF PARKS AND RECREATION PRIMARY RECORD Other Listings Review Code Primary HRI # NRHP Status Reviewer Page 1 of 3 Resource name(s) or number (assigned by recorder) W S. Spicer 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 2320 North Heliotrope Drive City: Santa Ana Zip: 92706 *e. Other Locational Data: Assessor's Parcel Number 002-072-06 *133a. 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 Heliotrope Drive, the W S. Spicer House is a 1 112 story single-family residence constructed in the Colonial Revival style. Simplicity and near symmetry identify the Colonial Revival inspiration for this single-family residence which features a moderate hipped roof with shallow eaves and two prominent hipped roof dormers along the side (south) and rear (west) elevations. The roof is clad in contemporary asphalt shingle roofing and the exterior walls are clad in smooth stucco. Portions of the rear elevation are accented in brick veener, and vertical board and batten wood siding accents the southeast corner of the primary elevation and the two hipped roof dormers. The focal point of the design is the central entry portico, supported by slender, fluted, wood piers and featuring a decorative segmental pediment. The entry contains a wide six -panel wood door flanked by two narrow, four -light, half -height sidelights. Both the reveal walls of the porch and the surfaces below the side lights are wood paneled. An interior brick chimney rises above the roof ridgeline. Paired and single, four -over -four and six -over -six, double -hung sash windows occupy the two bays on either side of the portico, with full height shutters adorning three sets of windows. Along the north, south, and west elevations, the building incorporates a series of single six -over -six double -hung sash windows. A one-story, hip -roofed, detached garage is located in the rear of the property. Building permits document an enclosure of the original rear patio. While the residence has been altered, the alterations do not to detract from the integrity of the residence. The property is landscaped with low vegetation and neatly trimmed hedges and features a walkway paved in herringbone brick leading to the front entry. *133b. Resource Attributes: (list attributes and codes) HP2. Single -Family Residence *P4. Resources Present: ■Building ❑Structure ❑Object []Site ❑District ❑Element of District ❑Other P5b. Photo: (view and date) East elevation, view west September 2020 *P6. Date Constructed/Age and Sources: ■historic 19401 City of Santa Ana Building Permits *P7. Owner and Address: Matthew D. and Leigh A. Mohler 2320 North Heliotrope Drive Santa Ana, CA 92706 *P8. Recorded by: Pedro Gomez, City of Santa Ana 20 Civic Center Plaza M-20 Santa Ana, CA 92702 *139. Date Recorded: October 29, 2020 *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 ❑District Record ❑Linear Feature Record ❑Milling Station Record ❑Rock Art Record DArtifact Record []Photograph Record ❑ Other (list) DPR 523A (1 /95) 2 5 C -156 *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#: W.S.Splcer House 131. Historic Name: W.S. Spicer House B2. Common Name: Same B3. Original Use: Single-family Residence *135. Architectural Style: Colonial Revival B4. Present Use: Single-family Residence *136. Construction History: (Construction date, alterations, and date of alterations): May 13, 1940. Constructed. $6,000. May 20, 1942. Addition to residence. $300. January 11, 1962. Water heater for L.B. Hill by Killen. April 30, 1996. Reroof with tear off and apply comp shingles. $7, 000. September 8, 2020. Window relocation from previously existing sun room to bedroom.$500. *137. Moved? ■No DYes DUnknown Date: Original location: *138. 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: C13 (Discuss importance in terms of historical or architectural context as defined by theme, period, and geographic scope. Also address integrity) The W.S. Spicer House is architecturally significant as a characteristic example of the late Colonial Revival style. It was built in 1940 by prominent developer and builder Allison Honer, the subdivider of Floral Park. This house was sold to Walter S. Spice and his wife Faye G. Spicer in 1940. The Spicer's were very active in the Santa Ana and south Orange County communities, with Faye and their daughters, Harriet and Carolyn, involved in the Santa Ana Ebell Club, Junior Ebell, Professional Employer Organization (PEO), as well as other civic groups for women. (See Continuation Sheet 3 of 3.) B11. Additional Resource Attributes: (List attributes and codes) *1312. 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: Leslie Heumann/ChattelInc. *Date of Evaluation: October29, 2020 DPR 523B (1/95) (This space reserved for official comments.) 25C-1571310. Significance (continued): State of California— The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI # CONTINUATION SHEET Trinomial 3 of 3 Resource Name: W.S. Spicer House )rded by Pedro Gomez 'Date October 29, 2020 0 Continuation ❑ Update Mr. Spicer worked at Barr Lumber beginning in 1912 and was eventually promoted to secretary and director prior to his resignation in 1930. Shortly thereafter in November of 1930, Mr. Spicer opened up Bay District Lumber Company in Newport Beach. In 1944, the Spicer's moved to Corona de Mar and sold the home to Byron J. "Barney" Koster, a well established local mechanic turned automobile salesman, and his wife Minnie E Koster. According to city directories, the home was sold to Lansing B. and Matilda E. Hill in 1957 who then sold it ti Marshall G. and Ruth Ause in 1962. Since then, the W S. Spicer House has been occupied by various owners until the current homeowners purchased the home in 2018. The W S. Spicer 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 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 El Toro Marine Base during World War 11, 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 (2020) Floral Park maintains its identity as the premier neighborhood of Santa Ana, historically home to many affluent and prominent citizens. The W S. Spicer House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1 for embodiment of the distinguishing characteristics of the late Colonial Revival style, when stylistic elements were simplified to signature elements, often attenuated, and frequently combined with the Regency Revival; and Criterion 2, for its association with influential and prominent local builder, Allison Honer. Additionally, the house has been categorized as "Contributive" because it contributes to the overall character and history of Floral Park and is a good example of Colonial Revival architecture just prior to World War If (Santa Ana Municipal Code, Section 30-2.2). Character -defining features of the W S. Spicer House include, but may not be limited to: materials and finishes (vertical board and batten siding); massing, roof configuration and treatment , portico, brick chimney, fenestration (multi -light double hung windows), and architectural detailing (dormers, wood shutters, sidelights, paneling, entry portico piers and pediment). "1312. References (continued): Ancestry.com. California, Death Index, 1940-1997 [database on-line]. Provo, UT, USA: Ancestry.com Operations Inc, 2000. Ancestry.com. 1930 United States Federal Census [database on-line]. Provo, UT, USA: Ancestry.com 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. Whiffen, 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 DPR 523L 2 5 ^ -158 MILLS ACT AGREEMENT 2320 North Heliotrope Drive 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 26C-159 MILLS ACT AGREEMENT 2320 North Heliotrope Drive 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 fixture, the essential form and integrity of the structure would be unimpaired. 26C-160 REQUEST FOR Historic Resources Commission Action HISTORIC RESOURCES COMMISSION MEETING DATE: OCTOBER 29, 2020 TITLE: PUBLIC HEARING — HISTORIC RESOURCES COMMISSION APPLICATION NO. 2020-04, HISTORIC REGISTER CATEGORIZATION NO. 2020-03, AND HISTORIC PROPERTY PRESERVATION AGREEMENT NO. 2020-06 FOR PROPERTY LOCATED AT 2320 NORTH HELIOTROPE DRIVE Prepared by Pedro Gomez, AICP EXHIBIT 10 HISTORIC RESOURCES COMMISSION SECRETARY APPROVED ❑ As Recommended ❑ As Amended ❑ Set Public Hearing For CONTINUED TO Q Executive Director Planni anager RECOMMENDED ACTION 1. Adopt a resolution approving Historic Resources Commission Application No. 2020-04 and Historic Register Categorization No. 2020-03 (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 Matthew D. and Leigh A. Mohler, subject to non -substantive changes approved by the City Manager and City Attorney (Exhibit 2). Request of Applicant Matthew D. and Leigh A. Mohler are requesting approval to designate an existing residence located at 2320 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 west side of North Heliotrope Drive in the Floral Park neighborhood. The site consists of a 2,421-square-foot, Colonial Revival residence and attached garage on an 8,276-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 Santa Ana Municipal Code (SAMC). This project entails applying the selection criteria 25C-161 HRCA No. 2020-04, HRC No. 2020-03, HPPA No. 2020-06 October 29, 2020 Page 2 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 80 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 W.S. Spicer House, is located within the Floral Park neighborhood boundaries and has distinctive architectural features of the Colonial Revival style. The residence was built in 1940 by prominent local builder Allison Honer, 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, 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 design, the W.S. Spicer House features a moderate hipped roof with shallow eaves and two prominent hipped roof dormers along the side (south) and rear (west) elevations. The roof is clad in contemporary asphalt shingle roofing and the exterior walls are clad in smooth stucco, with portions of the rear accented in brick veneer, and with vertical board and batten wood siding accenting the southeast corner of the primary elevation and the two hipped roof dormers. The focal point of the design is the central entry portico, supported by decorative wood piers and featuring a decorative segmental pediment. The entry features a wide six -panel wood door with two full height sidelights flanking the doorway and decorative wood paneling adjacent to the entry door. An interior brick chimney rises above the roof ridgeline. Two six -over -six double -hung sash windows with full height shutters are displayed north of the entry along the front elevation. The southern portion of the front elevation features an adjacent pair of four -over - four double -hung sash windows, also with full height shutters, as well as a single six -over -six double -hung sash window. Along the north, south, and west elevation, the building incorporates a series of single six -over -six double -hung sash windows. Character -defining features of the W.S. Spicer House include, but may not be limited to: materials and finishes (vertical board and batten siding); massing, roof configuration and treatment (brick chimney); fenestration (multi -light double hung windows); and architectural detailing (dormers, wood shutters, sidelights). The W.S. Spicer House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion No. 1 for embodiment of the distinguishing characteristics of the late Colonial Revival style, when stylistic elements were simplified to signature elements, often attenuated, and frequently combined with the Regency Revival; and Criterion No. 4, for its contribution to the Floral Park neighborhood and for its association with prominent local builder, Allison Honer. 25C-162 HRCA No. 2020-04, HRC No. 2020-03, HPPA No. 2020-06 October 29, 2020 Page 3 Additionally, the house has been categorized as "Contributive" because it contributes to the overall character and history of Floral Park, "has a distinctive architectural style and quality" representing the Colonial Revival style in Santa Ana, and is a good example of Colonial Revival architecture just prior to World War II. 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 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/ER No. 2020-64 will be filed for this project. 25C-163 HRCA No. 2020-04, HRC No. 2020-03, HPPA No. 2020-06 October 29, 2020 Page 4 Associate Planner PG:sb SAHistoric Resources Comm ission12020110-29-20\2320 N. Heliotrope Drive - W.S. Spicer House\Staff Report -2320 N. Heliotrope Drive Exhibits 1 — Resolution 2 — Mills Act Agreement 3 — 500-Foot Radius Map 25C-164 FREE RECORDING PURSUANT TO GOVERNMENT CODE § 27383 RESOLUTION NO. 2020-xx A RESOLUTION OF THE HISTORIC RESOURCES COMMISSION OF THE CITY OF SANTA ANA APPROVING HISTORIC RESOURCES COMMISSION APPLICATION NO. 2020-04 TO PLACE THE PROPERTY LOCATED AT 2320 NORTH HELIOTROPE DRIVE, SANTA ANA, ON THE HISTORICAL REGISTER AND APPROVING HISTORIC REGISTER CATEGORIZATION NO. 2020-03 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 29, 2020, 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. 2020-04) and categorization (Historic Resources Commission Categorization No. 2020-03) of the W.S. Spicer House located at 2320 North Heliotrope Drive, Santa Ana. B. The W.S. Spicer House has distinctive architectural features of the Colonial Revival style and was built in 1940. C. The W.S. Spicer House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion No. 1 for embodiment of the distinguishing characteristics of the late Colonial Revival style, when stylistic elements were simplified to signature elements, often attenuated, and frequently combined with the Regency Revival; and Criterion No. 4, for its contribution to the Floral Park neighborhood and for its association with prominent local builder, Allison Honer. Additionally, the house has been categorized as "Contributive" because it contributes to the overall character and history of Floral Park, "has a distinctive architectural style and quality" representing the Colonial Revival style in Santa Ana, and is a good example of Colonial Revival architecture just prior to World War II. Character -defining features of the W.S. Spicer House include, but may not be limited to: materials and finishes (vertical board and batten siding); massing, roof configuration and treatment (brick chimney); fenestration (multi -light double hung windows); and architectural detailing (dormers, wood shutters, sidelights). D. The legal owners of the property are Matthew D. and Leigh A. Mohler. 25C-165 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 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 historical resources. Categorical Exemption No. ER-2020-64 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. 2020-04 to place the W.S. Spicer House located at 2320 North Heliotrope Drive, Santa Ana, 92706 on the historical register, and B. Historic Register Categorization No. 2020-03 placing the W.S. Spicer House located at 2320 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 Recorder's Office after the adoption of this Resolution pursuant to Public Resources Code Section 5029. ADOPTED this 29t" day of October, 2020. Alberta Christy Chairperson 25C-166 FREE RECORDING PURSUANT TO GOVERNMENT CODE § 27383 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, Historic Resources Commission Secretary, do hereby attest to and certify the attached Resolution No. 2020-xx to be the original resolution adopted by Historic Resources Commission of the City of Santa Ana on October 29, 2020. Date: Commission Secretary City of Santa Ana 25C-167 FREE RECORDING PURSUANT TO GOVERNMENT CODE § 27383 LEGAL DESCRIPTION APN Address Legal Description Owner Names 002-072-06 2320 North Heliotrope THE NORTH 20 FEET OF LOT Matthew D. and Drive 14 AND ALL OF LOT 15, Leigh A. Mohler EXCEPT THE NORTH 10 FEET THEREOF, IN BLOCK B OF TRACT NO. 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 EXCEPT THEREFROM ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES, LYING BELOW A DEPTH OF 500 FEET. 25C-168 MILLS ACT AGREEMENT 2320 North Heliotrope Drive 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"), and Matthew D. Mohler and Leigh A. Mohler, husband and wife as Community Property with Right of Survivorship, (hereinafter collectively referred to as "Owner"), owner of real property located at 2320 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 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 2320 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. 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. 2SC-169 MILLS ACT AGREEMENT 2320 North Heliotrope Drive Santa Ana, CA 92706 E. Owner and City intend to carry out the purposes of California Govennnent 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 November 18, 2020, 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 "Historical Property Description" attached hereto, marked as Exhibit B, notably the general architectural form, style, materials, design, scale, proportions, 20"C-170 MILLS ACT AGREEMENT 2320 North Heliotrope Drive Santa Ana, CA 92706 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 riles 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 Dcpartment 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 tenns 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 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 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 Owner shall pay a cancellation fee to the County Auditor as set forth in Government Code 2SC-171 MILLSACTAGREEMENT 2320 North Heliotrope Drive 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. hx 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 2320 North Heliotrope Drive, Assessor Parcel Number, 002-072-06, 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. 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 25C-172 MILLS ACT AGREEMENT 2320 North Heliotrope Drive Santa Ana, CA 92706 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 tenns 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: Matthew D. and Leigh A. Mohler 2320 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. 206C-173 MILLSACTACREEMENT 2320 North Heliotrope Drive 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 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. 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 recover all reasonable attomey'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 in Section 1. {Signature page follows} 254C-174 ATTEST: DAISY GOMEZ Clerk of the Council IA► Date: Date: APPROVED AS TO FORM: SONIA CARVALHO City Attorney By: LISA STORCK Assistant City Attorney MILLS ACT AGREEMENT 2320 North Heliotrope Drive Santa Ana, CA 92706 CITY OF SANTA ANA KRISTINE RIDGE City Manager By: MATTHEW D. MOHLER By: LEIGH A. MOHLER RECOMMENDED FOR APPROVAL: MINH THAI Executive Director Planning and Building Agency 2SC-175 MILLSACTAGREEMENT 2320 North Heliotrope Drive Santa Ana, CA 92706 EXHIBIT A LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: THE NORTH 20 FEET OF LOT 14 AND ALL OF LOT 15, EXCEPT THE NORTH 10 FEET THEREOF, IN BLOCK B OF TRACT NO. 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 EXCEPT THEREFROM ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES, LYING BELOW A DEPTH OF 500 FEET. Assessor's Parcel Number: 002-072-06 25C-176 EXECUTIVE SUMMARY W.S. Spicer House 2320 North Heliotrope Drive Santa Ana, CA 92706 NAME W.S. Spicer House REF. NO. ADDRESS 2320 North Heliotrope Drive CITY Santa Ana ZIP 92706 ORANGE COUNTY YEAR BUILT 1940 LOCAL REGISTER CATEGORY: Contributive DISTRICT N/A NEIGHBORHOOD Floral Park �HHISTORIC CALIFORNIA REGISTER CRITERIA FOR EVALUATION C/3 CALIFORNIA REGISTER STATUS CODE 2D4 Location: ❑ Not for Publication E 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 W.S. Spicer House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1 for embodiment of the distinguishing characteristics of the late Colonial Revival style, when stylistic elements were simplified to signature elements, often attenuated, and frequently combined with the Regency Revival; and Criterion 4, for its contribution to the Floral Park neighborhood and for its association with prominent local builder, Allison Honer. Additionally, the house has been categorized as "Contributive" because it contributes to the overall character and history of Floral Park, "has a distinctive architectural style and quality' representing the Colonial Revival style in Santa Ana, and is a good example of Colonial Revival architecture just prior to World War II (Santa Ana Municipal Code, Section 30-2.2). Character -defining features of the W.S. Spicer House include, but may not be limited to: materials and finishes (vertical board and batten siding); massing, roof configuration and treatment (brick chimney); fenestration (multi -light double hung windows); and architectural detailing (dormers, wood shutters, sideliqhts). 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 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. 2D4: Contributor to a district determined eligible for NR pursuant to Section 106 without review by SHPO. Listed in the CR. 25C-178 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 Page 1 of 3 Resource name(s) or number (assigned by recorder) W.S. Spicer 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 2320 North Heliotrope Drive City: Santa Ana Zip: 92706 *e. Other Locational Data: Assessor's Parcel Number 002-072-06 *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 Heliotrope Drive, the W. S. Spicer House is a 1 112 story single-family residence constructed in the Colonial Revival style. Simplicity and near symmetry identify the Colonial Revival inspiration for this single- family residence which features a moderate hipped roof with shallow eaves and two prominent hipped roof dormers along the side (south) and rear (west) elevation. The roof is clad in contemporary asphalt shingle roofing and the exterior walls are clad in smooth stucco, with portions of the rear accented in brick veneer, and with vertical board and batten wood siding accenting the southeast corner of the primary elevation and the two hipped roof dormers. The focal point of the design is the central entry portico, supported by decorative wood piers and featuring a decorative segmental pediment. The entry features a wide six - pane/ wood door with two full height sidelights flanking the doorway and decorative wood paneling adjacent to the entry door. An interior brick chimney rises above the roof ridgeline. Two six -over -six double -hung sash windows with full height shutters are displayed north of the entry along the front elevation. The southern portion of the front elevation features an adjacent pair of four -over -four double -hung sash windows, also with full height shutters, as well as a single six -over -six double -hung sash window. Along the north, south, and west elevation, the building incorporates a series of single six -over -six double -hung sash windows. A one-story, simple hipped detached garage is located in the rear of the property. Building permits document an enclosure of the original rear patio. 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 and features a decorative walkway leading to the front entry. *1133b. Resource Attributes: (list attributes and codes) HP2. Single -Family Residence *P4. Resources Present: ■Building ❑Structure ❑Object ❑Site ❑District ❑Element of District ❑Other P5a. Photo a P51b. Photo: (view and date) East elevation, view west September2020 *P6. Date Constructed/Age and Sources: ■historic 19401 City of Santa Ana Building Permits *P7. Owner and Address: Matthew D. and Leigh A. Mohler 2320 North Heliotrope Drive 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 29, 2020 *1310. 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 OArchaeological Record ❑District Record ❑Linear Feature Record ❑Milling Station Record OArtifact Record ❑Photograph Record ❑ Other (list DPR 523A (1/95) � 5 C -179 ❑Rock Art Record *Required information State of California The Resources Agency Primary tx DEPARTMENT OF PARKS AND RECREATION HRI# BUILDING, STRUCTURE, AND OBJECT RECORD Page 2 of 3 *NRHP Status Code 5S3 "Kesource Name or u: vv.J, opicer riouse B1. Historic Name: W.S. Spicer House B2. Common Name: Same B3. Original Use: Single-family Residence B4. Present Use: Single-family Residence *B5. Architectural Style: Colonial Revival *B6. Construction History: (Construction date, alterations, and date of alterations): May 13, 1940. Constructed. $6,000. May 20, 1942. Addition to residence. $300. January 11, 1962. Water heater for L.B. Hill by Killen. April 30, 1996. Reroof with tear off and apply comp shingles. $7,000. September 8, 2020, Window relocation from previously existing sun room to bedroom.$500. *B7. Moved? NNo OYes ❑Unknown Date: Original location: *B6. Related Features: None. B9a. Architect: Unknown b. Builder: Allison Honer *B10. Significance: Theme Residential Architecture Area Santa Ana Period of Significance: 1940 Property Type: Single-family Residence Applicable Criteria: C13 (Discuss importance in terms of historical or architectural context as defined by theme, period, and geographic scope. Also address integrity) The W.S. Spicer House is architecturally significant as a characteristic example of the Colonial Revival style. It was built in 1940 by prominent developer and builder Allison Honer, credited as the subdivider and builder of a major portion of northwest Santa Ana, now the Floral Park subdivision between Seventeenth Street and Santiago Creek. The Allison Honer Construction Company went on to complete such notable projects as the 1935 Art Deco styled Old Santa Ana City Hall, the E/ Toro Marine Base during World War ll, and the 1960 Honer Shopping Plaza. This house was sold to Walter S. Spice and his wife Faye G. Spicer in 1940. The Spicer's were very active in Santa Ana and south Orange County communities with Faye and their daughters, Harriet and Carolyn, involved in the Santa Ana Ebell Club, Junior Ebell, Professional Employeer Organization (PEO), as well as other civic groups for women. (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: Leslie Heumann/Chattel Inc. *Date of Evaluation: October 29, 2020 (This space reserved for official comments.) Sketch Map WS. Spicer House 2320 North Heliotrope Drive s.v ,. T I O I H �` I ()72 I101 .i1035 7 m 16 mi 12 m• 11 PrA. LOf 4 �13y 14y 15* 10y ^174 � 10 � t9 'e & S DWELL TRACT„ DPR 523B (1/95) 2 5 C— 1 80 *Required information State of California —The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI # CONTINUATION SHEET -trinomial Page 3 of 3 Resource Name: W.S. Spicer House *Recorded by Pedro Gomez *Date October 29, 2020 0 Continuation ❑ Update *1310. Significance (continued): Mr. Spicer worked at Barr Lumber beginning in 1912 and was eventually promoted to secretary and director prior to his resignation in 1930. Shortly thereafter in November of 1930, Mr. Spicer opened up Bay District Lumber Companyin Newport Beach. In 1944, the Spicer's moved to Corona de Mar and sold the home to Byron J. "Barney" Koster, a well established local mechanic turned automobile salesman, and his wife Minnie E. Koster. According to city directories, the home was sold to Lansing B. and Matilda E. Hill in 1957 who then sold it If Marshall G. and Ruth Ause in 1962. Since then, the W. S. Spicer House has been occupied by various owners until the current homeowners purchased the home in 2018. The W.S. Spicer 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 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 Et Toro Marine Base during World War iI, 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 (2020) Floral Park maintains its identity as the premier neighborhood of Santa Ana, historically home to many affluent and prominent citizens. The W.S. Spicer House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1 for embodiment of the distinguishing characteristics of the late Colonial Revival style, when stylistic elements were simplified to signature elements, often attenuated, and frequently combined with the Regency Revival; and Criterion 4, for its contribution to the Floral Park neighborhood and for its association with prominent local builder, Allison Honer. Additionally, the house has been categorized as "Contributive" because it contributes to the overall character and history of Floral Park, "has a distinctive architectural style and quality" representing the Colonial Revival style in Santa Ana, and is a good example of Colonial Revival architecture just prior to World War II (Santa Ana Municipal Code, Section 30-2.2). Character -defining features of the W. S. Spicer House include, but may not be limited to: materials and finishes (vertical board and batten siding); massing, roof configuration and treatment (brick chimney); fenestration (multi -light double hung windows); and architectural detailing (dormers, wood shutters, sidelights). *B12. References (continued): Ancestry.com. California, Death Index, 1940-1997 [database on-line]. Provo, UT, USA: Ancestry.com Operations Inc, 2000. Ancestry.com. 1930 United States Federal Census [database on-line]. Provo, UT, USA: Ancestry.com 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. Whiffen, Marcus. American Architecture Since 1760. 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 DPR 523L 25^-181 MILLS ACT AGREEMENT 2320 North Heliotrope Drive 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 2SC-1s2 MILLSACTAGREEMENT 2320 North Heliotrope Drive 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. 25aC-183 EXHIBIT 11 MILLS ACT AGREEMENT 2447 North Heliotrope Drive 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"), and Sara Camm-Turrietta and Tracie Turrietta, wife and wife as joint tenants, (hereinafter collectively referred to as "Owner"), owners of real property located at 2447 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 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 2447 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. 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. 26C-184 MILLS ACT AGREEMENT 2447 North Heliotrope Drive Santa Ana, CA 92706 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 November 18, 2020, 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 "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. 26C-185 MILLS ACT AGREEMENT 2447 North Heliotrope Drive Santa Ana, CA 92706 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 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 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 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 29C-186 MILLS ACT AGREEMENT 2447 North Heliotrope Drive Santa Ana, CA 92706 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. Owner hereby subjects the Historic Property, located at 2447 North Heliotrope Drive, Assessor Parcel Number, 002-064-30, 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 Property. Every contract, deed, or other instrument hereinafter executed, covering or conveying 26C-187 MILLS ACT AGREEMENT 2447 North Heliotrope Drive Santa Ana, CA 92706 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. S. 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: Sara Camm-Turrietta and Tracie Turrietta 2447 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. -s- 25C-188 MILLS ACT AGREEMENT 2447 North Heliotrope Drive 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 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 in Section 1. {Signature page follows) 26C-189 ATTEST: MILLSACT AGREEMENT 2447North Heliotrope Drive Santa Ana, CA92706 CITY OF SANTA ANA DAISY GOMEZ KRISTINE RIDGE Clerk of the Council City Manager OWNER Date: By: SARA CAMM-TURRIETTA Date: By: TRACIE TURRIETTA APPROVED AS TO FORM: RECOMMENDED FOR APPROVAL: SONIA CARVALHO City Attorney By'�', -f�— JOUN M. FUNK Assistant City Attorney MINH THAI Executive Director Planning and Building Agency 26C-190 MILLS ACT AGREEMENT 2447 North Heliotrope Drive Santa Ana, CA 92706 EXHIBIT A LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL: 1 LOTS 16 AND 17 OF TRACT NUMBER 755, IN THE CITY OF SANTA ANA, COMITY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 221 PAGE 33, MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THE EAST 10 FEET OF SAID LOT 17. ALSO EXCEPT THAT PORTION OF LOT 16, DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF SAID LOT 16; RUNNING THENCE EASTERLY ALONG THE SOUTHERLY LINE OF SAID LOT 16, 10 FEET; THENCE NORTHWESTERLY TO THE NORTHWEST CORNER OF SAID LOT 16; THENCE SOUTH ALONG THE WEST LINE OF SAID LOT 16 TO THE POINT OF BEGINNING. PARCEL 2: THE EAST 10 FEET OF LOT 17 OF TRACT NO. 755, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 221 PAGE 33, OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. Assessor's Parcel Number: 002-064-30 29C-191 EXECUTIVE SUMMARY M.E. LeSourd House 2447 North Heliotrope Drive Santa Ana, CA 92706 NAME M.E. LeSourd House REF. NO. ADDRESS 2447 North Heliotrope Drive CITY Santa Ana ZIP 1 92706 ORANGE COUNTY YEAR BUILT 1945 LOCAL REGISTER CATEGORY: Key HISTORIC DISTRICT 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: Ranch House Widely published in Sunset and House Beautiful magazines, the Ranch House dominated post -World War II residential expansion and represented the most popular house form in the United States from the 1950s through 1970s. The Ranch House originated in the 1930's designs of Southern California architect Cliff May, who sought to reinvent the west's vernacular housing traditions by combining the form and massing of the traditional ranch house with a modernist's concern for informality, expressed in materials and plan, and indoor -outdoor integration. While the style includes several variants, a basic set of character -defining features applies to most examples. In form and massing, the style evokes a sprawling ranch that developed over time, with a central block extended by wings of varying roof heights. Generally L-shaped or U-shaped in plan, the Ranch House typically has a one-story profile with strong horizontal emphasis expressed through a low pitched or flat roof with wide overhanging eaves. Asymmetrical in design, the Ranch House is often sheathed in and accented with rustic materials such as board -and -batten siding, high brick foundations, art stone, and wood shake roofs. Indoor -outdoor integration is achieved through the use of recessed or extended porches, set low to the ground, and the generous use of large picture, ribbon, or corner windows. Window detailing can include wood frames, decorative shutters, and diamond -patterned muntins. Ornamentation includes rusticated elements, such as carved porch supports and exposed rafters, uneven rakes and flared eaves, and faux dove cotes and bird houses- SUMMARY/CONCLUSION: The M.E. LeSourd house qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1 as an intact example, and one of the first to be constructed immediately post -World War II, of the Craftsman -influenced variant of the Ranch style. Additionally, the house has been categorized as "Key' because it "has a distinctive architectural style and quality" as an example of early post -World War II Ranch style in Santa Ana. (Santa Ana Municipal Code, Section 30- 22)- 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. 25C-192 State of California— The Resources Agency Primary DEPARTMENT OF PARKS AND RECREATION HRI # PRIMARY RECORD Trinomi; NRHP Status Other Listings Review Code Reviewer Page 1 of 3 Resource name(s) or number (assigned by recorder) M.E. LeSourd 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 2447 North Heliotrope Drive City: Santa Ana Zip: 92706 *e. Other Locational Data: Assessor's Parcel Number 002-064-30 *P3a. Description: (Describe resource and its major elements. Include design, materials, condition, alterations, size, setting, and boundaries) Located in Floral Park, the M.E. LeSourd house is a one-story single-family residence and an intact example of the Craftsman -influenced variant of the Ranch House style. The residence is asymmetrical in composition and features a "U"- shaped plan, topped with a cross -gabled wood shake, medium -pitched roof, with two prominent rear -facing gable extensions. The roof design exhibits wide open eaves with exposed rafters. The exterior is clad in wood shingle siding. A side gable spans the fagade (south elevation). Offset to the east and sheltered under the main roof, the partial -width front porch is elevated one brick step above ground level and divided into three bays by simple, square, wood posts. The east bay of the porch contains the entry, consisting of a wood "Dutch" door flanked by two sidelights. In the center bay, a prominent wood tripartite, casement window is composed of a large, 16-light, fixed center window and flanking three -light casements. The west bay of the fagade features a six -over -six double -hung wood window with decorative white shutters. Along the north, east, and west elevations, the house is fenestrated with a series of double -hung wood windows, including two -over -two, three -over -three, and four -over -four sashes. The "U"shaped plan forms a rear outdoor patio/deck with prominent multi -light wood French doors, flanked by a series of sidelights. The north elevation has a prominent brick chimney.. An interior brick chimney located towards the rear rises above the roof ridgeline and frames a modestly sized rear patio. Building permits document the demolition of the original detached garage and the construction of a new detached garage with attached storage room and potting room. The property is landscaped with several mature trees, a lawn, low vegetation and a decorative walkway at the front setback. Alterations to the house include the rear detached garage and the removal of original roof shingles. Other than the relatively minor noted changes, the house appears intact. *133b. Resource Attributes: (list attributes and codes) HP2. Single -Family Residence *P4. Resources Present: ■Building ❑Structure ❑Object []Site ❑District ❑Element of District ❑Other P5a. Photo P5b. Photo: (view and date) South elevation, view north September 2020 *P6. Date Constructed/Age and Sources: ■historic 19451 City of Santa Ana Building Permits *P7. Owner and Address: Sara Camm-Turrietta and Tracie Turrieta 2447 North Heliotrope Drive 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 29, 2020 *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 []District Record ❑Linear Feature Record ❑Milling Station Record ❑Rock Art Record []Artifact Record []Photograph Record ❑ Other (liy�5^_193 DPR 523A (1/95) L IIII *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.E. LeSourd House 131. Historic Name: M.E. LeSourd House B2. Common Name: Same B3. Original Use: Single-family Residence *135. Architectural Style: Ranch House B4. Present Use: Single-family Residence *136. Construction History: (Construction date, alterations, and date of alterations): June 21, 1945. Constructed. $6, 650. November 30, 1990. Re -roof. $5, 600. June 18, 2014. Demolition of existing garage in the north east side of the property. $2,500. May 17, 2016. New detached garage w/attached storage room and potting room. $36,100. *137. Moved? ■No DYes DUnknown Date: Original *138. Related Features: None. B9a. Architect: Unknown b. Builder: Myron E. LeSourd *1310. Significance: Theme Residential Architecture Area Santa Ana Period of Significance: 1945 Property Type: Single-family Residence Applicable Criteria: C13 (Discuss importance in terms of historical or architectural context as defined by theme, period, and geographic scope. Also address integrity) The M.E. LeSourd House is architecturally significant as an early and characteristic example of the Ranch House style. This house was originally constructed in 1945, and was valued at approximately $6, 650, according to the original building permit. The first recorded occupants are Myron E. and Florence LeSourd. Florence LeSourd was a member of various social clubs, including the Ebell Household Economics and the First Congregational Church Woman's Union. Myron E. LeSourd was a Harvard graduate (1906) and worked as an accountant for Curran Lumber Company at 1003 East Fourth Street. The Curran lumber company owned by Frank Curran, was a city partner in much of the development of downtown Santa Ana and much of the development of pre- and post -WWII structures throughout the City. The Curran lumber was noted as receiving the contract for the second Santa Ana City Hall in 1935. Mr. and Mrs. Lesourd remained in the property until 1949 when they bequeathed the home to their daughter, Anne Marie LeSourd. According to city directories, various occupants resided on the property after Anne Marie LeSourd, including E.D. Agnew (1979), Adrian Carpets (1985), Jason E. and Gwendolen Wynder (1995), before the current owners acquired it in 2018. (See Continuation Sheet 3 of 3.) B11. Additional Resource Attributes: (List attributes and codes) *1312. 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: Leslie Heumann/ChattelInc. *Date of Evaluation: October22, 2020 (This space reserved for official comments.) Sketch Map M.E.LeSourd house 07 O � 2447 North Heliotrope Drive \ �32 34 33 DPR 523B (1/95) 25C-194 *Required information State of California— The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI # CONTINUATION SHEET Trinomial *Recorded by Pedro Gomez *B10. Significance (continued): *Date October29, 20200 Continuation ❑ Update 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 M.E. LeSourd 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 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 El Toro Marine Base during World War 11, 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 (2020) Floral Park maintains its identity as the premier neighborhood of Santa Ana, historically home to many affluent and prominent citizens. The M.E. LeSourd house qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1 as an intact example, and one of the first to be constructed immediately post -World War 11, of the Craftsman -influenced variant of the Ranch style. Additionally, the house has been categorized as `Key" because it "has a distinctive architectural style and quality" as an example of early post -World War 11 Ranch style in Santa Ana. (Santa Ana Municipal Code, Section 30-2.2). Character -defining features of the M.E. LeSourd house include, but may not be limited to: asymmetrical facade, materials and finishes (wood shingle siding, wood shake rool), roof configuration, massing and composition; partial-fagade entry porch, entry, fenestration (multi -pane hung windows where extant), and prominent brick chimney. *B12. References (continued): Ancestry.com. California, Death Index, 1940-1997 [database on-line]. Provo, UT, USA: Ancestry.com Operations Inc, 2000. Ancestry.com. 1930 United States Federal Census [database on-line]. Provo, UT, USA: Ancestry.com 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. Whiffen, 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 DPR 523L 25C-195 MILLS ACT AGREEMENT 2447 North Heliotrope Drive 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 26C-196 MILLS ACT AGREEMENT 2447 North Heliotrope Drive 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 fixture, the essential form and integrity of the structure would be unimpaired. 25C-197 REQUEST FOR , Historic Resources Commission Action HISTORIC RESOURCES COMMISSION MEETING DATE: OCTOBER 29, 2020 TITLE: PUBLIC HEARING — HISTORIC RESOURCES COMMISSION APPLICATION NO. 2020-05, HISTORIC REGISTER CATEGORIZATION NO. 2020-04, AND HISTORIC PROPERTY PRESERVATION AGREEMENT NO. 2020-07 FOR PROPERTY LOCATED AT 2447 NORTH HELIOTROPE DRIVE Prepared by Pedro Gomez, AICP EXHIBIT 12 HISTORIC RESOURCES COMMISSION SECRETARY APPROVED ❑ As Recommended ❑ As Amended ❑ Set Public Hearing For CONTINUED TO Executive Director Planrl nr Manager RECOMMENDED ACTION 1. Adopt a resolution approving Historic Resources Commission Application No. 2020-05 and Historic Register Categorization No. 2020-04 (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 Sara Camm-Turrietta and Tracie Turrietta, subject to non -substantive changes approved by the City Manager and City Attorney (Exhibit 2). Request of Applicant Sara Camm-Turrietta and Tracie Turrietta are requesting approval to designate an existing residence located at 2447 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 north side of North Heliotrope Drive in the Floral Park neighborhood. The site consists of an 1,837-square-foot, Ranch House residence and detached garage on a 12,236-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 25C-198 HRCA No. 2020-05, HRC No. 2020-04, HPPA No. 2020-07 October 29, 2020 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 75 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 M.E. LeSourd House, is located within the Floral Park neighborhood boundaries and has distinctive architectural features of the Ranch House style. The residence was built in 1945 by local builder Myron E. LeSourd. A majority of Floral Park was developed by prominent local builder Allison Honer who 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, 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 residence features a "U"-shaped plan, topped with a cross - gabled wood shake, medium -pitched roof, with two prominent rear -facing gable extensions. The roof design exhibits wide open eaves with exposed rafters. The exterior is clad in wood shingle siding. Located off -center and sheltered under the main roof, the full -facade entry porch is characterized by wood "Dutch" door flanked by two sidelights, decorative brick walkway, simple wood square supports, and a prominent wood tripartite, casement picture window adjacent to the west of the front door. The front (south) elevation also features a six -over -six double -hung wood window with decorative white shutters. Along the north, east, and west the house features a series of double -hung wood windows, including two -over -two, three -over -three, and four -over - four sashes. The "U"-shaped plan forms a rear outdoor patio/deck with prominent multi -light wood French doors, flanked by a series of sidelights. The north elevation has a prominent brick chimney. The south elevation features four three -over -three windows and two smaller windows. An interior brick chimney located towards the rear rises above the roof ridgeline and frames a modestly sized rear patio. Character -defining features of the M.E. LeSourd house include, but may not be limited to: symmetrical facade, materials and finishes (wood siding shingle siding, wood shake roof); roof configuration; massing and composition (full -facade entry porch); fenestration (multi -pane hung windows where extant); and prominent brick chimney. The M.E. LeSourd house qualifies for listing in the Santa Ana Register of Historical Properties under Criterion No. 1 as an intact example, and one of the first to be constructed immediately post -World War II, of the Craftsman -influenced variant of the Ranch style. Additionally, the house 25C-199 HRCA No. 2020-05, HRC No. 2020-04, HPPA No. 2020-07 October 29, 2020 Page 3 has been categorized as "Key" because it "has a distinctive architectural style and quality" as an example of early post -World War II Ranch style in Santa Ana. 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 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/ER No. 2020-65 will be filed for this project. 25C-200 HRCA No. 2020-05, HRC No. 2020-04, HPPA No. 2020-07 October 29, 2020 Page 4 Pedl Gom CID Asso iate Planner PG:sb S:\Historic Resources Commission\2020\10-29-20\2447 N Heliotrope Drive - M.E. LeSourd House\Staff Report - 2447 N. Heliotrope Drive Exhibits 1 — Resolution 2 — Mills Act Agreement 3 — 500-Foot Radius Map 25C-201 FREE RECORDING PURSUANT TO GOVERNMENT CODE § 27383 RESOLUTION NO. 2020-xx A RESOLUTION OF THE HISTORIC RESOURCES COMMISSION OF THE CITY OF SANTA ANA APPROVING HISTORIC RESOURCES COMMISSION APPLICATION NO. 2020-05 TO PLACE THE PROPERTY LOCATED AT 2447 NORTH HELIOTROPE DRIVE, SANTA ANA, ON THE HISTORICAL REGISTER AND APPROVING HISTORIC REGISTER CATEGORIZATION NO. 2020-04 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 29, 2020, 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. 2020-05) and categorization (Historic Resources Commission Categorization No. 2020-04) of the M.E. LeSourd House located at 2447 North Heliotrope Drive, Santa Ana. B. The M.E. LeSourd House has distinctive architectural features of the Ranch House style and was built in 1945. C. This home qualifies for listing on the Santa Ana Register of Historical Properties and is eligible for categorization as Key because it "has a distinctive architectural style and quality" as an example of early post - World War II Ranch style in Santa Ana. Character -defining features of the M.E. LeSourd house include, but may not be limited to: symmetrical facade, materials and finishes (wood siding shingle siding, wood shake roof); roof configuration; massing and composition (full -facade entry porch); fenestration (multi -pane hung windows where extant); and prominent brick chimney. D. The legal owners of the property are Sara Camm-Turrietta and Tracie Turrietta. 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 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. 25C-202 FREE RECORDING PURSUANT TO GOVERNMENT CODE § 27383 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 historical resources. Categorical Exemption No. ER-2020-65 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. 2020-05 to place the M.E. LeSourd House located at 2447 North Heliotrope Drive, Santa Ana, 92706 on the historical register, and B. Historic Register Categorization No. 2020-04 placing the M.E. LeSourd House located at 2447 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 29r" day of October, 2020. Alberta Christy Chairperson 25C-203 FREE RECORDING PURSUANT TO GOVERNMENT CODE § 27333 APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: Lisa Storck Assistant City Attorney AYES: Commission NOES: Commission ABSTAIN: Commission members NOT PRESENT: Commission members CERTIFICATE OF ATTESTATION AND ORIGINALITY I, SARAH BERNAL, Historic Resources Commission Secretary, do hereby attest to and certify the attached Resolution No. 2020-xx to be the original resolution adopted by Historic Resources Commission of the City of Santa Ana on October 29, 2020. Date: Commission Secretary City of Santa Ana 25C-204 FREE RECORDING PURSUANT TO GOVERNMENT CODE § 27383 LEGAL DESCRIPTION APN Address legal Description Owner Names 002-064-30 2447 North Heliotrope PARCEL:1 Sara Camm- Drive LOTS 16 AND 17 OF TRACT Turrietta and NUMBER 755, IN THE CITY Trade Turrietta OF SANTA ANA, COMITY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 221 PAGE 33, MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THE EAST 10 FEET OF SAID LOT 17. ALSO EXCEPT THAT PORTION OF LOT 16, DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF SAID LOT 16; RUNNING THENCE EASTERLY ALONG THE SOUTHERLY LINE OF SAID LOT 16, 10 FEET; THENCE NORTHWESTERLY TO THE NORTHWEST CORNER OF SAID LOT 16; THENCE SOUTH ALONG THE WEST LINE OF SAID LOT 16 TO THE POINT OF BEGINNING. PARCEL 2: THE EAST 10 FEET OF LOT 17 OF TRACT NO. 755, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN 25C-205 FREE RECORDING PURSUANT TO GOVERNMENT CODE § 27383 BOOK 221 PAGE 33, OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. 1 •'"U . MILLS ACT AGREEMENT 2447North Heliotrope Drive 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"), and Sara Camm-Turrietta and Tracie Turrietta, wife and wife as joint tenants, (hereinafter collectively referred to as "Owner"), owners of real property located at 2447 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 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 2447 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. 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. Z6C-207 MILLS ACT AGREEMENT 2447North Heliotrope Drive Santa Ana, CA 92706 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: Effective Date and Terms of Agreement. This Agreement shall be effective and commence on November 18, 2020, 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 "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. 25C-208 MILLS ACT AGREEMENT 2447 North Heliotrope Drive Santa Ana, CA 92706 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. I . 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 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 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 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 %) percent by Government Code Section 50286) of the current fair market value of the Z6C-209 MILLS ACT AGREEMENT 2447 North Heliotrope Drive Santa Ana, CA 92706 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. Owner hereby subjects the Historic Property, located at 2447 North Heliotrope Drive, Assessor Parcel Number, 002-064-30, 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 Property. Every contract, deed, or other instrument hereinafter executed, covering or conveying 25C-210 MILLS ACT AGREEMENT 2447North Heliotrope Drive Santa Ana, CA 92706 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: Sara Camm-Turrietta and Tracie Turrietta 2447 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. 29C-211 MILLS ACT AGREEMENT 2447North Heliotrope Drive 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 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. 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 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 in Section 1. (Signature page follows) 25t-212 ATTEST: DAISY GOMEZ Clerk of the Council UP.N►1 Date: Date: APPROVED AS TO FORM: SONIA CARVALHO City Attorney By: LISA STORCK Assistant City Attorney MILLSACTAGREEMENT 2447 North Heliotrope Drive Santa Ana, CA 92706 CITY OF SANTA ANA KRISTINE RIDGE City Manager By: SARA CAMM-TURRIETTA By: TRACIE TURRIETTA RECOMMENDED FOR APPROVAL: MINH THAI Executive Director Planning and Building Agency 2SC-213 MILLSACTAGREEMENT 2447 North Heliotrope Drive Santa Ana, CA 92706 EXHIBIT A LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL:1 LOTS 16 AND 17 OF TRACT NUMBER 755, IN THE CITY OF SANTA ANA, COMITY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 221 PAGE 33, MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THE EAST 10 FEET OF SAID LOT 17. ALSO EXCEPT THAT PORTION OF LOT 16, DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF SAID LOT 16; RUNNING THENCE EASTERLY ALONG THE SOUTHERLY LINE OF SAID LOT 16, 10 FEET; THENCE NORTHWESTERLY TO THE NORTHWEST CORNER OF SAID LOT 16; THENCE SOUTH ALONG THE WEST LINE OF SAID LOT 16 TO THE POINT OF BEGINNING. PARCEL2: THE EAST 10 FEET OF LOT 17 OF TRACT NO. 755, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 221 PAGE 33, OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. Assessor's Parcel Number: 002-064-30 25t-214 I I ZW4 Aj M 133 1eet N 500'RADIUS HRC 2020-04/ HRCA 2020-05/ HPPA 2020-07 2447 NORTH HELIOTROPE DRIVE M.E. LESOURD HOUSE PLANNING AND BUILDING AGENCY 25C-215 EXECUTIVE SUMMARY M.E. LeSourd House 2447 North Heliotrope Drive Santa Ana, CA 92706 NAME M.E. LeSourd House REF. NO. ADDRESS 2447 North Heliotrope Drive CITY Santa Ana ZIP 92706 ORANGE COUNTY YEAR BUILT 1945 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: Ranch House Widely published in Sunset and House Beautiful magazines, the Ranch House dominated post -World War II residential expansion and represented the most popular house form in the United States from the 1950s through 1970s. The Ranch House originated in the 1930's designs of Southern California architect Cliff May, who sought to reinvent the west's vernacular housing traditions by combining the form and massing of the traditional ranch house with a modernist's concern for informality, expressed in materials and plan, and indoor -outdoor integration. While the style includes several variants, a basic set of character -defining features applies to most examples. In form and massing, the style evokes a sprawling ranch that developed over time, with a central block extended by wings of varying roof heights. Generally L-shaped or U-shaped in plan, the Ranch House typically has a one-story profile with strong horizontal emphasis expressed through a low pitched or flat roof with wide overhanging eaves. Asymmetrical in design, the Ranch House is often sheathed in and accented with rustic materials such as board -and -batten siding, high brick foundations, art stone, and wood shake roofs. Indoor -outdoor integration is achieved through the use of recessed or extended porches, set low to the ground, and the generous use of large picture, ribbon, or corner windows. Window detailing can include wood frames, decorative shutters, and diamond -patterned muntins. Ornamentation includes rusticated elements, such as carved porch supports and exposed rafters, uneven rakes and flared eaves, and faux dove cotes and bird houses. SUMMARY/CONCLUSION: The M.E. LeSourd house qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1 as an intact example, and one of the first to be constructed immediately post -World War II, of the Craftsman -influenced variant of the Ranch style. Additionally, the house has been categorized as "Key" because it "has a distinctive architectural style and quality" as an example of early post -World War II Ranch 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. to be or 25C-216 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 name(s) or by recorder) M.E. LeSourd 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 2447 North Heliotrope Drive City: Santa Ana Zip: 92706 *e. Other Locational Data: Assessor's Parcel Number 002-064-30 *P3a. Description: (Describe resource and its major elements. Include design, materials, condition, alterations, size, setting, and boundaries) Located in Floral Park, the M.E. LeSourd house is a one-story single-family residence and an intact example of the Craftsman - influenced variant of the Ranch House style. The residence is symmetrical in composition and features a "U"-shaped plan, topped with a cross -gabled wood shake, medium -pitched roof, with two prominent rear -facing gable extensions. The roof design exhibits wide open eaves with exposed rafters. The exterior is clad in wood shingle siding. Located off -center and sheltered under the main roof, the full-fagade entry porch is characterized by wood "Dutch" door flanked by two sidelights, decorative brick walkway, simple wood square supports, and a prominent wood tripartite, casement picture window adjacent to the west of the front door. The front (south) elevation also features a six -over -six double -hung wood window with decorative white shutters. Along the north, east, and west the house features a series of double -hung wood windows, including two -over -two, three -over -three, and four -over -four sashes. The "U"shaped plan forms a rear outdoor patio/deck with prominent multi -light wood French doors, flanked by a series of sidelights. The north elevation has a prominent brick chimney. The south elevation features four three -over -three windows and two smaller windows. An interior brick chimney located towards the rear rises above the roof ridgeline and frames a modestly sized rear patio. Building permits document the demolition of the original detached garage and the construction of a new detached garage with attached storage room and potting room. The property is landscaped with several mature trees, a lawn, low vegetation and a decorative walkway at the front setback. Alterations to the house include the rear detached garage and the removal of original roof shingles. Other than the relatively minor noted changes, the house appears intact. *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 P51b. Photo: (view and date) South elevation, view north September 2020 *P6. Date Constructed/Age and Sources: ■historic 19451 City of Santa Ana Building Permits *P7. Owner and Address: Sara Camm-Turrietta and Trade Turrieta 2447 North Heliotrope Drive 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 29, 2020 *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 ■Continuation Sheet ■Building, Structure, and Object Record []Archaeological Record ❑District Record ❑Linear Feature Record ❑Milling Station Record ❑Rack Art Record ❑Artifact Record ❑Photograph Record ❑ Other (list) DPR 523A(1/95) 25r-21 ■ *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 s: ror.c. Leaouru muse B1. Historic Name: M.E. LeSourd House 132. Common Name: Same 133. Original Use: Single-family Residence E4. Present Use: Single-family Residence *135. Architectural Style: Ranch House *66. Construction History: (Construction date, alterations, and date of alterations): June 21, 1945. Constructed. $6,650, November30, 1990. Re -roof. $5,600. June 18, 2014. Demolition of existing garage in the north east side of the property. $2,500, May 17, 2016. New detached garage w/attached storage room and potting room. $36,100, *B7. Moved? ■No []Yes ❑Unknown Date: Original location: *138. Related Features: None. 139a. Architect: Unknown b. Builder: Myron E. LeSourd *1310. Significance: Theme Residential Architecture Area Santa Ana Period of Significance: 1945 Property Type: Single-family Residence Applicable Criteria: C13 (Discuss importance in terms of historical or architectural context as defined by theme, period, and geographic scope. Also address integrity) The M.E. LeSourd House is architecturally significant as a characteristic example of the Ranch House style. This house was originally constructed in 1945, and was valued at approximately $6,650, according to the original building permit. The first recorded occupants are Myron E. and Florence LeSourd, Florence LeSourd was a member of various social clubs, including the Ebell Household Economics and the First Congregational Church Weman's Union, Myron E. LeSourd was a Harvard graduate (1906) and worked as an accountant for Curran Lumber Company at 1003 East Fourth Street. The Curran lumber company owned by Frank Curran, was a city partner in much of the development of downtown Santa Ana and much of the development of pre- and post -WWII structures throughout the City. The Curran lumber was noted as receiving the contract for the second Santa Ana City Hall in 1935. Mr, and Mrs. Lesourd remained in the property until 1949 when they bequeathed the home to their daughter, Anne Marie LeSourd. According to city directories, various occupants resided on the property after Anne Marie LeSourd, Including E.D. Agnew (1979), Adrian Carpets (1985), Jason E. and Gwendo/en Wynder (1995), before the current owners acquired it in 2018. (See Continuation Sheet 3 of 3.) B11. Additional Resource Attributes: (List attributes and codes) *1312. 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: Leslie Heumann/Chattel Inc. *Date of Evaluation: October22, 2020 DPR 523E (This space reserved for official comments.) Sketch Map D M.E. LeSourd house O 2447 North Heliotrope Drive 3 32 Vl PIN 2a I 27 (1195) nnA p *Required information *B10. Significance (continued): L 5�CI-L 1 v of California —The Resources Agency Primary# RTMENT OF PARKS AND RECREATION NRI # VTINUATION SHEET Trinomial 3 of 3 Resource Name: M.E. LeSourd House rded by Pedro Gomez *Date October 29, 2020 El Continuation ❑ Update 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 M.E. LeSourd 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 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 El Toro Marine Base during World War 11, 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 lI 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 (2020) Floral Park maintains its identity as the premier neighborhood of Santa Ana, historically home to many affluent and prominent citizens. The M.E. LeSourd house qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1 as an intact example, and one of the first to be constructed immediately post -World Warll, of the Craftsman -influenced variant of the Ranch style. Additionally, the house has been categorized as "Key" because it 'has a distinctive architectural style and quality" as an example of early post -World War ll Ranch style in Santa Ana. (Santa Ana Municipal Code, Section 30-2.2). Character -defining features of the M.E. LeSourd house include, but may not be limited to: symmetrical facade, materials and finishes (wood siding shingle siding, wood shake roof); roof configuration; massing and composition (full -facade entry porch); fenestration (multi - pane hung windows where extant); and prominent brick chimney. *B12. References (continued): Ancestry.com. California, Death Index, 1940-1997 [database on-line]. Provo, UT, USA: Ancestrycom Operations Inc, 2000, Ancestry.com. 1930 United States Federal Census [database on-line]. Provo, UT, USA: Ancestry.com 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 DPR 523L 2 5 C -219 MILLS A CT A GREEMENT 2447North Heliotrope Drive 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 2SC-220 MILLS ACT AGREEMENT 2447North Heliotrope Drive 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. 25C-221 EXHIBIT 13 MILLS ACT AGREEMENT 1015 West River Lane 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"), and Camron E. and Phyllis A. Bussard, husband and wife as community property with right of survivorship, (hereinafter collectively referred to as "Owner"), owners of real property located at 1015 West River Lane, 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 Acts 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 1015 West River Lane, 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. 26C-222 MILLS ACT AGREEMENT 1015 West River Lane Santa Ana, CA 92706 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 November 18, 2020, 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 "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. 26C-223 MILLS ACT AGREEMENT 1015 West River Lane Santa Ana, CA 92706 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 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 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 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 29C-224 MILLS ACT AGREEMENT 1015 West River Lane Santa Ana, CA 92706 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. Owner hereby subjects the Historic Property, located at 1015 West River Lane, Assessor Parcel Number, 001-231-04, 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 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, 26C-225 MILLS ACT AGREEMENT 1015 West River Lane Santa Ana, CA 92706 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: Camrom E. and Phyllis A. Bussard 1015 West River Lane 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. -s- 25C-226 MILLS ACT AGREEMENT 1015 West River Lane 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 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 in Section 1. {Signature page follows) 26C-227 ATTEST: MILLSACT AGREEMENT 1015 West River Lan e Santa Ana, CA92706 CITY OF SANTA ANA DAISY GOMEZ KRISTINE RIDGE Clerk of the Council City Manager OWNER Date: By: CAMRON E. BUSSARD Date: By: APPROVED AS TO FORM: SONIA CARVALHO City Attorney By: � IY,. -f"L— JOfK M. FUNK Assistant City Attorney PHYLLIS A. BUSSARD RECOMMENDED FOR APPROVAL: MINH THAI Executive Director Planning and Building Agency 26C-228 MILLS ACT AGREEMENT 1015 West River Lane Santa Ana, CA 92706 EXHIBIT A LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: LOT 18 OF TRACT NO. 1160 AS PER MAP THEREOF RECORDED IN BOOK 38, PAGES 37 AND 38 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. Assessor's Parcel Number: 001-231-04 29C-229 EXECUTIVE SUMMARY E.M. Crawford House 1015 West River Lane Santa Ana, CA 92706 NAME E.M. Crawford House REF. NO. ADDRESS 1015 West River Lane CITY Santa Ana ZIP 1 92706 ORANGE COUNTY YEAR BUILT 1948 LOCAL REGISTER CATEGORY: Landmark HISTORIC DISTRICT N/A NEIGHBORHOOD Jack Fisher Park CALIFORNIA REGISTER CRITERIA FOR EVALUATION C/3 CALIFORNIA REGISTER STATUS CODE 5S3 Location: ❑ Not for Publication ® Unrestricted ❑ Prehistoric ® Historic ❑ Both ARCHITECTURAL STYLE: Ranch House Widely published in Sunset and House Beautiful magazines, the Ranch House dominated post -World War II residential expansion and represented the most popular house form in the United States from the 1950s through 1970s. The Ranch House originated in the 1930's designs of Southern California architect Cliff May, who sought to reinvent the west's vernacular housing traditions by combining the form and massing of the traditional ranch house with a modernist's concern for informality, expressed in materials and plan, and indoor -outdoor integration. While the style includes several variants, a basic set of character -defining features applies to most examples. In form and massing, the style evokes a sprawling ranch that developed over time, with a central block extended by wings of varying roof heights. Generally L-shaped or U-shaped in plan, the Ranch House typically has a one-story profile with strong horizontal emphasis expressed through a low pitched or flat roof with wide overhanging eaves. Asymmetrical in design, the Ranch House is often sheathed in and accented with rustic materials such as board -and -batten siding, high brick foundations, art stone, and wood shake roofs. Indoor -outdoor integration is achieved through the use of recessed or extended porches, set low to the ground, and the generous use of large picture, ribbon, or corner windows. Window detailing can include wood frames, decorative shutters, and diamond -patterned muntins. Ornamentation includes rusticated elements, such as carved porch supports and exposed rafters, uneven rakes and flared eaves, and faux dove cotes and bird houses- SUMMARY/CONCLUSION: The E.M. Crawford House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1 as an early and very intact example of the Ranch style in Santa Ana and under Criterion 3 as a rare example of adobe construction in Santa Ana. Additionally, the house has been categorized as "Landmark" because it "has a distinctive architectural style and quality" representing the Ranch House style in Santa Ana, and because, as a rare, perhaps unique, example of the late adobe revival in Santa Ana, the building has a "unique architectural significance (Santa Ana Municipal Code, Section 30-22). 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. 25C-230 25C-231 State of California— The Resources Agency Primary DEPARTMENT OF PARKS AND RECREATION HRI # PRIMARY RECORD Trinomi; NRHP Status Other Listings Review Code Reviewer Page 1 of 3 Resource name(s) or number (assigned by recorder) E.M. Crawford 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 1015 West River Lane City: Santa Ana Zip: 92706 *e. Other Locational Data: Assessor's Parcel Number 001-231-04 *P3a. Description: (Describe resource and its major elements. Include design, materials, condition, alterations, size, setting, and boundaries) The E.M. Crawford House is a one-story single-family residence with an attached two -car garage constructed in a California Ranch style. A rare example of adobe construction in Santa Ana, the house and garage delineate an "L" -shaped plan, which embraces a shallow rear patio and creates a generously sized rear courtyard area. Asymmetrical in design, the house exhibits a strong horizontal emphasis expressed through a low-pitched, cross -hipped roof with wide, overhanging, open eaves with exposed rafters. The roof is clad in contemporary asphalt shingle roofing and the exterior of the house consists of whitewashed, solid `Verdugo Adobe" brick, reportedly made on site, each approximately twelve -inches wide, eighteen -inches long, and five -inches thick, with no two bricks alike. Along the front (south) elevation, the house features a full -width broad porch and a two wide double doors that open into the rear courtyard, gated by Art Deco inspired wrought iron gates. Entry into the residence is accessed off of the rear courtyard and features a deeply recessed wood door, and adjacent sliding patio doors providing access to the "Lanai." The front (south) elevation features two deeply recessed, multi -light, metal -framed casement windows. The north, west, and east elevations, as well as along the interior courtyard, also feature deeply recessed multi -light, metal -framed casement windows. A secondary entry porch into the exterior courtyard features a simple wood door, and is clad in board -and -batten wood siding. Two prominent adobe brick chimneys located along the east and west elevations rise above the roof ridgeline and feature decorative chimney caps with cross in an upside down "V" design. The rear courtyard still retains an original incinerator, also constructed of adobe bricks concurrent with construction of the house. 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 P5b. Photo: (view and date) South elevation, view north September 2020 *P6. Date Constructed/Age and Sources: ■historic 19481 City of Santa Ana Building Permits *P7. Owner and Address: Camron and Phyllis Bussard 1015 West River Lane 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 29, 2020 *13110. 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 ❑District Record ❑Linear Feature Record ❑Milling Station Record ❑Rock Art Record DArtifact Record []Photograph Record ❑ Other (list) DPR 523A (1195) 2 5 C -2 32 *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 #: E.M. Crawford House 131. Historic Name: E.M. Crawford House B2. Common Name: Same B3. Original Use: Single-family Residence *135. Architectural Style: Ranch House B4. Present Use: Single-family Residence *136. Construction History: (Construction date, alterations, and date of alterations): November 1, 1948. Constructed. $20,000. October 24, 1985. Solar domestric heater. October 29, 1991. Convert bedroom to master bath 160 sq. ft. $12, 000. March 18, 1994. Reroof with tear off and installation of comp shingles. $7, 250. *137. Moved? ■No DYes DUnknown Date: Original *138. Related Features: None. B9a. Architect: Unknown b. Builder: EdgarB. Lembke *1310. Significance: Theme Residential Architecture Area Santa Ana Period of Significance: 1948 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 E.M. Crawford House is architecturally significant as a characteristic example of the California Ranch style, and as a rare example of adobe construction in the City of Santa Ana. The house was originally constructed in 1948 by Edgar B. Lembke, and was valued at approximately $20,000, according to the original building permit. The first recorded occupants were Earl M. and Bertha L. Crawford. Born in California, Earl M. Crawford was a local agriculturist and Chairman of the utilities department of the Orange County Farm Bureau, and Vice President, and subsequently President, of the Olive Heights Citrus Association. Built in the early 1920's on three acres of land beside the railroad tracks on Orange -Olive Road, the Olive Heights packing house was, "one of 53 packinghouses that dotted the county from Brea to San Juan Capistrano. But as the miles of orange groves gave way to housing tracts after World War ll, Valencia orange production plummeted. There were 65,000 acres dedicated to oranges in 1940 compared to less than 1,000 in 1995" (Los Angeles Times. February 7, 1997). Additional residents over the years included, J.H. Westerman Jr. (1979), Howell T. Hunt (1985), and Barbara Schmid (1990). In 2006, the property was acquired by John L. and Carolyn J. Kuykendal and in 2014 it was sold to the current owner. (See Continuation Sheet 3 of 3.) B11. Additional Resource Attributes: (List attributes and codes) *1312. 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: Leslie Heumann/Chattel, Inc. *Date of Evaluation: October29, 2020 (This space reserved for official comments.) Sketch Map E.M. Crawford House 1015 West River Lane SHARON I 14 27 ze I 231 I lyR I e n 20 I2 an >O n m � - TRACT 4 O 1 e DPR 523B (1/95) 25C-233 *Required information State of California— The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI # CONTINUATION SHEET Trinomial of 4 Resource Name: E.M. Crawford House by Pedro Gomez *Date October 29, 2020 0 Continuation ❑ Update *1310. Significance (continued): The E.M. Crawford House is located in Jack Fisher Park, a neighborhood northwest of downtown Santa Ana bounded by Bristol Street, Santa Clara Avenue, Memory Lane, and the Interstate 5. The neighborhood takes its name from Jacob (Jack) Fisher. Born in Yakima, Washington, Fisher moved to Santa Ana with his parents and sister in the early twentieth century. In April 1917, upon the United States' entry into World War 1, Fisher enlisted in the US Army when he was 18 years old. Assigned to Company L, Seventh California Regiment, Fisher later advanced to the level of corporal in the 58th Infantry of Company D. After Fisher's death at the age of 30, in March 1929, the Chapter of Disabled American Veterans he helped form took his name as the Jack Fisher Post, Chapter of Disabled American Veterans. On August 23, 1933, construction was completed on a park north of Santiago Creek on North Flower Street and dedicated as the Jack Fisher Memorial Park. Prior to its residential development, Fisher Park formed Lots 5B, 8 and 9 of the Potts, Borden and Sidwell Tract, subdivided in 1881. Current -day Interstate 5 conforms to the prominent diagonal swath cut by the Southern Pacific Railroad line, which was established in Santa Ana in the late 1870s and still forms the eastern border of the Fisher Park neighborhood. With the exception of the Southern Pacific Railroad line, the area remained agricultural through much of the first half of the twentieth century, with walnut groves and orchards dotting the landscape. In November 1947, residential development arrived when a narrow strip was cleared, graded, and subdivided into 25 lots offered as Tract No. 1160, `River Lane Tract." Mirroring the curve of Santiago Creek to the south, the streets displayed a curvilinear layout, with lots ranging in size from 70 to 130 feet long, 140 to 190 deep. Three years later, in August 1950, another curvilinear subdivision appeared east of Flower Street, with smaller lots, averaging 60 feet by 90 feet, arranged around a curvilinear pattern with cut -de -sacs. An outgrowth of earlier City Beautiful and Garden City models, this curvilinear layout reflected neighborhood planning preferences codified in the 1930s by the Federal Housing Administration (FHA), which regulated and financed the increase in home ownership through its mortgage lending and insurance programs. During the post -WWII housing expansion in the United States, the FHA -endorsed model for city planning, as reflected in the neighborhood of Fisher Park, "set the standards for the design of post -World War 11 subdivisions." (National Register Bulletin, Historic Residential Suburbs, p. 49). Construction quickly transformed the neighborhood from agricultural to residential. A 1947 aerial photograph taken a few months before creation of the River Lane Tract shows the area dominated by groves of trees. By 1955, nearly all the lots of both tracts had been improved with single-family residences with uniform setbacks, mostly in the Ranch House style popular in the 1950s and 1960s, in a configuration and unity of design still reflected there today (2020). The homes of the Jack Fisher Park neighborhood represent the overwhelming success architects and builders had in the early 1950's, when building homes using `California Ranch" architectural design and features. Homes and lots located in the Fisher Park neighborhood were generously scaled, with homes ranging from 1, 500 to 6, 000 square feet and lot sizes from 6,500 to 25,000 square feet. The E.M. Crawford House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1 as an early and very intact example of the Ranch style in Santa Ana and under Criterion 3 as a rare example of adobe construction in Santa Ana. The original `ranch" houses of the southwestern United States were built following the arrival of the Spanish and Mexican settlers in the eighteenth century. Using traditional building techniques and the available materials of clay and straw, houses —indeed, most buildings from the time of arrival through the first decades of the nineteenth century —were one-story structures of adobe bricks. Overhanging roof eaves sheltered porches that functioned as outdoor rooms and exterior corridors. Thick adobe walls necessitated deeply recessed window and door openings, with embedded wooden headers added for support. Many of these `hacienda" style homes were L-, U-, or box -shaped in plan in order to incorporate a courtyard. Adobe construction had been mostly supplanted by wood frame and masonry by the mid -nineteenth century in southern California. Adobe enjoyed brief and limited periods of resurgence in association with the Mission and Spanish Colonial Revival styles of the first few decades of the twentieth century. When architects were experimenting with prototypes of what became the California Ranch style, one of the antecedents to which they looked for inspiration was the adobe ranch houses surviving from the nineteenth century. Cliff May, the trailblazing Ranch style architect, often emulated the appearance of adobe construction and used the actual material in a handful of his designs. In the post-Wodd War If period, other architects and builders also experimented with modern adobe building systems. One such architect was Hugh W Comstock of Carmel, California, who published a monograph in 1948 describing his `Post -Adobe" system combining `a rugged timber frame and modem stabilized adobe." The Verdugo Brick system utilized for the E M. Crawford House appears to be another such foray into adobe construction. Additionally, the house has been categorized as "Landmark" because it "has a distinctive architectural style and quality" representing the Ranch House style in Santa Ana, and because, as a rare, perhaps unique, example of the late adobe revival in Santa Ana, the building has a "unique architectural significance." (Santa Ana Municipal Code, Section 30-2.2). Character - defining features of the E.M. Crawford House include, but may not be limited to: massing (Y" -shaped plan incorporating courtyards and covered porches), low-pitched, cross -hipped roof,, wide, overhanging, open eaves and exposed rafters, "Verdugo Adobe" brick; fenestration (multi -light, metal -framed casement windows), wooden window and door headers, and adobe brick chimneys. DPR 523L 2 5 ^'2 34 State of California— The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI # CONTINUATION SHEET Trinomial *Recorded by Pedro Gomez *1312. References (continued): *Date October29, 20200 Continuation ❑ Update Ancestry.com. California, Death Index, 1940-1997 [database on-line]. Provo, UT, USA: Ancestry.com Operations Inc, 2000. Ancestry.com. 1930 United States Federal Census [database on-line]. Provo, UT, USA: Ancestry.com 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 National Register Bulletin, Historic Residential Suburbs, p. 49 Newspapers. corn (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. Whiffen, 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 DPR 523L 25C-235 MILLS ACT AGREEMENT 1015 West River Lane 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 26C-236 MILLS ACT AGREEMENT 1015 West River Lane 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 fixture, the essential form and integrity of the structure would be unimpaired. 25C-237 REQUESTFOR Historic Resources Commission Action HISTORIC RESOURCES COMMISSION MEETING DATE: OCTOBER 29, 2020 TITLE: PUBLIC HEARING — HISTORIC RESOURCES COMMISSION APPLICATION NO. 2020-06, HISTORIC REGISTER CATEGORIZATION NO. 2020-05, AND HISTORIC PROPERTY PRESERVATION AGREEMENT NO. 2020-08 FOR PROPERTY LOCATED AT 1015 WEST RIVER LANE Prepared by Pedro Gomez, AICP EXHIBIT 14 HISTORIC RESOURCES COMMISSION SECRETARY APPROVED ❑ As Recommended ❑ As Amended ❑ Set Public Hearing For CONTINUED TO Executive Director Planning anager RECOMMENDED ACTION 1. Adopt a resolution approving Historic Resources Commission Application No. 2020-06 and Historic Register Categorization No. 2020-05 (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 Camron E. and Phyllis A. Bussard , subject to non -substantive changes approved by the City Manager and City Attorney (Exhibit 2). Request of Applicant Camron E. and Phyllis A. Bussard are requesting approval to designate an existing residence located at 1015 West River Lane 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 north side of West River Lane in the Jack Fisher Park neighborhood. The site consists of a 2,668-square-foot, Ranch House residence and attached garage on a 11,325-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 Santa Ana Municipal Code (SAMC). This project entails applying the selection criteria 25C-238 HRCA No. 2020-06, HRC No. 2020-05, HPPA No. 2020-08 October 29, 2020 Page 2 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 72 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 E.M. Crawford House, is located within the Jack Fisher Park neighborhood boundaries and has distinctive architectural features of the Ranch House style. The residence was built in 1948 by Edgar B. Lembke, and was valued at approximately $20,000, according to the original building permit. During the post- World War II housing expansion in the United States, the FHA -endorsed model for city planning, as reflected in the neighborhood of Fisher Park, "set the standards for the design of post -World War II subdivisions.' Construction quickly transformed the neighborhood from agricultural to residential. By 1955, nearly all the lots of both tracts had been improved with single-family residences with uniform setbacks, mostly in the Ranch House style popular in the 1950s and 1960s, in a configuration and unity of design still reflected there today. An outstanding and intact example of a Ranch House style and a rare example of adobe construction in Santa Ana, the house and garage delineate an "L" -shaped plan, which embraces a shallow rear patio and creates a generously sized rear courtyard area. Asymmetrical in design, the house exhibits a strong horizontal emphasis expressed through a low pitched, cross -hipped roof with wide, overhanging, open eaves with exposed rafters. The roof is clad in contemporary asphalt shingle roofing and the exterior of the house is clad in solid "Verdugo Adobe" brick, reportedly made on site, each approximately twelve -inches wide, eighteen -inches long, and five - inches thick, with no two bricks alike. Along the front (south) elevation, the house features a full - width broad porch and a two wide double doors that open into the rear courtyard, gated by art deco inspired wrought iron gates. Entry into the residence is accessed off of the rear courtyard and features a deeply recessed wood door, and adjacent sliding patio doors providing access to the "Lanai." The front (south) elevation features two deeply recessed multi -light, metal -framed casement windows. The north, west, and east elevations, as well as along the interior courtyard, also feature deeply recessed multi -light, metal -framed casement windows. A secondary entry porch into the exterior courtyard features a simple wood door, and is clad in board -and -batten wood siding. Character -defining features of the E.M. Crawford House include, but may not be limited to: massing ("L" -shaped plan); low pitched, cross -hipped roof; wide, overhanging, open eaves and exposed rafters; "Verdugo Adobe" brick; fenestration (multi -light, metal -framed casement windows); and adobe brick chimneys. 25C-239 HRCA No. 2020-06, HRC No. 2020-05, HPPA No. 2020-08 October 29, 2020 Page 3 The E.M. Crawford House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion No. 1 as an early and very intact example of the Ranch style in Santa Ana and under Criterion No. 3 as a rare example of adobe construction in Santa Ana. Additionally, the house has been categorized as "Landmark" because it "has a distinctive architectural style and quality" representing the Ranch House style in Santa Ana, and because, as a rare, perhaps unique, example of the late adobe revival in Santa Ana, the building has a "unique architectural significance." 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 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 Jack Fisher 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. 25C-240 HRCA No. 2020-06, I-IRC No. 2020-05, HPPA No. 2020-08 October 29, 2020 Page 4 CEQA Com lip ance 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/ER No. 2020-66 will be filed for this project. Pedr(�Gomez,WlG Associate Planner PG:sb S1Histodc Resources Commission\2020\10-29-20\1015 W. River Lane - E.M. Crawford House\ Staff Report -1015 W. River Lane Exhibits 1 — Resolution 2 — Mills Act Agreement 3 — 500-Foot Radius Map 25C-241 FREE RECORDING PURSUANT TO GOVERNMENT CODE § 27383 RESOLUTION NO. 2020-xx A RESOLUTION OF THE HISTORIC RESOURCES COMMISSION OF THE CITY OF SANTA ANA APPROVING HISTORIC RESOURCES COMMISSION APPLICATION NO. 2020-06 TO PLACE THE PROPERTY LOCATED AT 1015 WEST RIVER LANE, SANTA ANA, ON THE HISTORICAL REGISTER AND APPROVING HISTORIC REGISTER CATEGORIZATION NO. 2020-05 PLACING SAID PROPERTY WITHIN THE LANDMARK 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 29, 2020, 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. 2020-06) and categorization (Historic Resources Commission Categorization No. 2020-05) of the E.M. Crawford House located at 1015 West River Lane, Santa Ana. B. The E.M. Crawford House has distinctive architectural features of the Ranch House style and was built in 1948. C. The E.M. Crawford House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion No. 1 as an early and very intact example of the Ranch style in Santa Ana and under Criterion No. 3 as a rare example of adobe construction in Santa Ana. Additionally, the house has been categorized as "Landmark" because it "has a distinctive architectural style and quality" representing the Ranch House style in Santa Ana, and because, as a rare, perhaps unique, example of the late adobe revival in Santa Ana, the building has a "unique architectural significance." Character -defining features of the E.M. Crawford House include, but may not be limited to: massing (1" -shaped plan); low pitched, cross -hipped roof; wide, overhanging, open eaves and exposed rafters; "Verdugo Adobe" brick; fenestration (multi -light, metal -framed casement windows); and adobe brick chimneys. D. The legal owners of the property are Camron E. and Phyllis A. Bussard. 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. 25C-242 FREE RECORDING PURSUANT TO GOVERNMENT CODE § 27383 F. The subject property meets the 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 Landmark category pursuant to Section 30-2.2(1) 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 historical resources. Categorical Exemption No. ER-2020-66 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. 2020-06 to place the E.M. Crawford House located at 1015 West River Lane, Santa Ana, 92706 on the historical register, and B. Historic Register Categorization No. 2020-05 placing the E.M. Crawford House located at 1015 West River Lane, Santa Ana, 92706 within the Landmark 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 29th day of October, 2020. Alberta Christy Chairperson 25C-243 FREE RECORDING PURSUANT TO GOVERNMENT CODE § 27383 APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney Lisa Storck Assistant City Attorney AYES: Commission mem NOES: Commission mem ABSTAIN: Commission NOT PRESENT: Commission members CERTIFICATE OF ATTESTATION AND ORIGINALITY I, SARAH BERNAL, Historic Resources Commission Secretary, do hereby attest to and certify the attached Resolution No. 2020-xx to be the original resolution adopted by Historic Resources Commission of the City of Santa Ana on October 29, 2020. Date: Commission Secretary City of Santa Ana 25C-244 FREE RECORDING PURSUANT TO GOVERNMENT CODE § 27383 LEGAL DESCRIPTION APN Address Legal Description Owner Names 001-231-04 1016 West River Lane LOT 18 OF TRACT NO. 1160 Camron E. and AS PER MAP THEREOF Phyllis A. RECORDED IN BOOK 38, Bussard PAGES 37 AND 38 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. 25C-245 MILLSACT AGREEMF,NT 1015 West River Lane 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"), and Camron E. and Phyllis A. Bussard, husband and wife as community property with right of survivorship, (hereinafter collectively referred to as "Owner"), owners of real property located at 1015 West River Lane, 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 1015 West River Lane, 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. 2- C-246 MILLS ACT AGREEMENT 1015 West River Lane Santa Ana, CA 92706 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 November 18, 2020, 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 Govermnent 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 nomenewal, 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 "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. 25t-247 MILLS A CT A GREEMENT 1015 West River Lane Santa Ana, CA 92706 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 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 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 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 't/2) percent by Government Code Section 50286) of the current fair market value of the 2dC-248 MILLS ACTAGREEMENT 1015 West River Lane Santa Ana, CA 92706 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 teens 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 1015 West River Lane, Assessor Parcel Number, 001-231-04, 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 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, 25'C-249 MILLS ACT AGREEMENT 1015 West River Lane Santa Ana, CA 92706 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: Camrom E. and Phyllis A. Bussard 1015 West River Lane 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. 2tC-250 MILLS ACT AGREEMENT 1015 West River Lane 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 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 in Section 1. {Signature page follows) 25t-251 ATTEST: DAISY GOMEZ Clerk of the Council 1 • ► C Date: Date: APPROVED AS TO FORM: SONIA CARVALHO City Attorney By: LISA STORCK Assistant City Attorney MILLS ACTAGREEMENT 1015 West River Lane Santa Ana, CA 92706 CITY OF SANTA ANA KRISTINE RIDGE City Manager By: CAMRON E. BUSSARD By: PHYLLIS A. BUSSARD RECOMMENDED FOR APPROVAL: MINH THAI Executive Director Planning and Building Agency 26C-252 MILLS ACT AGREEMENT 1015 West River Lane Santa Ana, CA 92706 EXHIBIT A LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: LOT I8 OF TRACT NO. 1160 AS PER MAP THEREOF RECORDED IN BOOI{ 38, PAGES 37 AND 38 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. Assessor's Parcel Number: 001-231-04 25'C-253 77 4o. op, tL — r. 116 N� 133 feet P—L 500'RADIUS HRC 2020-06/ HRCA 2020-05/ HPPA 2020-08 1015 WEST RIVER LANE E.M. CRAWFORD HOUSE PLANNING AND BUILDING AGENCY 25C-254 EXECUTIVE SUMMARY E.M. Crawford House 1015 West River Lane Santa Ana, CA 92706 NAME E.M. Crawford House REF. NO. ADDRESS 1015 West River Lane CITY Santa Ana ZIP 1 92706 ORANGE COUNTY YEAR BUILT 1948 LOCAL REGISTER CATEGORY: Landmark STORIC DISTRICT N/A NEIGHBORHOOD Jack Fisher Park LIFORNIA REGISTER CRITERIA FOR EVALUATION L C/3 CALIFORNIA REGISTER STATUS CODE 5S3 Location: ❑ Not for Publication ® Unrestricted ❑ Prehistoric ® Historic ❑ Both ARCHITECTURAL STYLE: Ranch House Widely published in Sunset and House Beautiful magazines, the Ranch House dominated post -World War II residential expansion and represented the most popular house form in the United States from the 1960s through 1970s. The Ranch House originated in the 1930's designs of Southern California architect Cliff May, who sought to reinvent the west's vernacular housing traditions by combining the form and massing of the traditional ranch house with a modernist's concern for informality, expressed in materials and plan, and indoor -outdoor integration. While the style includes several variants, a basic set of character -defining features applies to most examples. In form and massing, the style evokes a sprawling ranch that developed over time, with a central block extended by wings of varying roof heights. Generally L-shaped or U-shaped in plan, the Ranch House typically has a one-story profile with strong horizontal emphasis expressed through a low pitched or flat roof with wide overhanging eaves. Asymmetrical in design, the Ranch House is often sheathed in and accented with rustic materials such as board -and -batten siding, high brick foundations, art stone, and wood shake roofs. Indoor -outdoor integration is achieved through the use of recessed or extended porches, set low to the ground, and the generous use of large picture, ribbon, or corner windows. Window detailing can include wood frames, decorative shutters, and diamond -patterned muntins. Ornamentation includes rusticated elements, such as carved porch supports and exposed rafters, uneven rakes and flared eaves, and faux dove cotes and bird houses. SUMMARY/CONCLUSION: The E.M. Crawford House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1 as an early and very intact example of the Ranch style in Santa Ana and under Criterion 3 as a rare example of adobe construction in Santa Ana. Additionally, the house has been categorized as "Landmark" because it "has a distinctive architectural style and quality" representing the Ranch House style in Santa Ana, and because, as a rare, perhaps unique, example of the late adobe revival in Santa Ana, the building has a "unique architectural significance". (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," September4, 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 loral listinn or dacinnatinn thr n inh curAiav avah iafinn 5C-255 State of California —The Resources Agency Primary# DEPARTMENT OF PARKS AND RECREATION HRI # PRIMARY RECORD Trinomial NRHP Status Other Listings Review Code Review e 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 1015 West River Lane City: Santa Ana Zip: 92706 *e. Other Locational Data: Assessor's Parcel Number 001-231-04 *P3a. Description: (Describe resource and its major elements. Include design, materials, condition, alterations, size, setting, and boundaries) The E.M. Crawford House is a one-story single-family residence with an attached two -car garage constructed in a California Ranch style. An outstanding and very intact example of a Ranch House style and a rare example of adobe construction in Santa Ana, the house and garage delineate an 1"-shaped plan, which embraces a shallow rear patio and creates a generously sized rear courtyard area. Asymmetrical in design, the house exhibits a strong horizontal emphasis expressed through a low pitched, cross -hipped roof with wide, overhanging, open eaves with exposed rafters. The roof is clad in contemporary asphalt shingle roofing and the exterior of the house is clad in solid "Verdugo Adobe" brick, reportedly made on site, each approximately twelve -inches wide, eighteen -inches long, and five -inches thick, with no two bricks alike. Along the front (south) elevation, the house features a full -width broad porch and a two wide double doors that open into the rear courtyard, gated by art deco inspired wrought iron gates. Entry into the residence is accessed off of the rear courtyard and features a deeply recessed wood door, and adjacent sliding patio doors providing access to the "Lanai."The front (south) elevation features two deeply recessed multi -light, metal -framed casement windows. The north, west, and east elevations, as well as along the interior courtyard, also feature deeply recessed multi -light, metal -framed casement windows. A secondary entry porch into the exterior courtyard features a simple wood door, and is clad in board -and -batten wood siding. Two prominent adobe brick chimneys located along the east and west elevation rise above the roof ridgeline and featuring a decorative chimney cap with cross with an upside down 'V" design. The rear courtyard still retains an original incinerator, also constructed of adobe bricks and during the same time as construction of the house. The house appears intact and is in good condition. *133b. Resource Attributes: (list attributes and codes) HP2. Single -Family Residence *P4. Resources Present: ■Building OStructure ❑Object ❑Site ❑District []Element of District ❑Other P5b. Photo: (view and date) South elevation, view north September 2020 *P6. Date Constructed/Age and Sources: ■historic 19481 City of Santa Ana Building Permits *P7. Owner and Address: Camron and Phyllis Bussard 1015 West River Lane Santa Ana, CA 92706 *PS. Recorded by: Pedro Gomez, City of Santa Ana 20 Civic Center Plaza M-20 Santa Ana, CA 92702 *Pg. Date Recorded: October 29, 2020 *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 ■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 (1 /95) 2 5 C -2 56 *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 IF: L.M. crawrora House B1. Historic Name: E.M. Crawford House B2. Common Name: Same B3. Original Use: Single-family Residence B4. Present Use: Single-family Residence *135. Architectural Style: Ranch House *B6. Construction History: (Construction date, alterations, and date of alterations): November 1, 1948. Constructed. $20,000. October 24, 1985. Solar domestric heater. October 29, 1991. Convertbedroom to master bath 160 sq. ft. $12,000. March 18, 1994. Reroof with tear off and installation of comp shingles. $7,250. *B7. Moved? ■No OYes ❑Unknown Date: Original location: *B8. Related Features: None. B9a. Architect: Unknown b. Builder: EdgarB. Lembke *B10. Significance: Theme Residential Architecture Area Santa Ana Period of Significance: 1948 Property Type: Single-family Residence Applicable Criteria: C13 (Discuss importance in terms of historical or architectural context as defined by theme, period, and geographic scope. Also address integrity) The E.M. Crawford House is architecturally significant as a characteristic example of the California Ranch style, and as a rare example of adobe construction in the City of Santa Ana. The house was originally constructed in 1948 by Edgar B. Lembke, and was valued at approximately $20,000, according to the original building permit. The first recorded occupants were Earl M. and Bertha L. Crawford. Born in California, Earl M. Crawford was a local agriculturist and Chairman of the utilities department of the Orange County Farm Bureau, Vice President, and subsequently President, of the Olive Heights Citrus Association. Built in the early 1920's on three acres of land beside the railroad tracks on Orange -Olive Road, the Olive Heights packing house was, "one of 53 packinghouses that dotted the county from Brea to San Juan Capistrano. But as the miles of orange groves gave way to housing tracts after World War It, Valencia orange production plummeted. There were 65,000 acres dedicated to oranges in 1940 compared to less than 1,000 in 1995" (Los Angeles Times, February 7, 1997). Additional residents over the years included, J.H. Westerman Jr. (1979), Howell T. Hunt (1985), and Barbara Schmid (1990). In 2006, the property was acquired by John L. and Carolyn J. Kuykendal and in 2014 it was sold to the current owner. (See Continuation Sheet 3 of 3.) B11. Additional Resource Attributes: (List attributes and codes) *1312. 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: Leslie Neuman/Chattel, Inc. *Date of Evaluation: October 29, 2020 DPR 523E (This space reserved for official comments.) Sketch Map E.M. Crawford House 1015 West River Lane 1 1 14 15 16 1 ro8 Q d i 231 1 � ro zo z a re O 6 (D TROT O (D Q 1 (1195) 25C-257 *Required information State of California —The Resources Agency Primary# DEPARTMENT OF PARKS AND RECREATION HRI # CONTINUATION SHEET Trinomial Page 3 of 4 Resource Name: E.M. Crawford House *Recorded by Pedro Gomez *Date October 29, 2020 ❑O Continuation ❑ Update *B10. Significance (continued): The E.M. Crawford House is located in Jack Fisher Park, a neighborhood northwest of downtown Santa Ana bounded by Bristol Street, Santa Clara Avenue, Memory Lane, and the Interstate 5. "The neighborhood takes its name from Jacob (Jack) Fisher. Born in Yakima, Washington, Fisher moved to Santa Ana with his parents and sister in the early twentieth century. In April 1917, upon the United States' entry into World War 1, Fisher enlisted in the US Army when he was 18 years old. Assigned to Company L, Seventh California Regiment, Fisher later advanced to the level of corporal in the 58th Infantry of Company D. During his service in World War 1, Fisher received several high-level honors for his service in France, including a Purple Heart, French Croix de Guerre with Palm, and the Medaille Militaire, France's highest military recognition. After surviving the battles of Argonne Forest and Verdun, Fisher's final battle was fought in Argonne, from which he emerged with grave injuries. In 1919, Fisher returned to the United States for a period of convalescence. During his recuperation at the military hospital in San Francisco, Fisher studied art and cartoon illustration, which he developed into a career as a cartoonist for the San Francisco Examiner and, later, Santa Ana Register upon his return to Santa Ana in 1927. A decorated veteran with awards from Italy, Belgium, Britain, France, and the United States, Fisher was instrumental in the formation of the Santa Ana Chapter of the Disabled American Veterans. After Fisher's death at the age of 30, in March 1929, the Chapter of Disabled American Veterans he helped form took his name as the Jack Fisher Post, Chapter of Disabled American Veterans. On August 23, 1933, construction was completed on a park north of Santiago Creek on North Flower Street and dedicated as the Jack Fisher Memorial Park. Prior to its residential development, Fisher Park formed Lots 5B, 8 and 9 of the Potts, Borden and Sidwell Tract, subdivided in 1881. Current -day Interstate 5 conforms to the prominent diagonal swath cut by the Southern Pacific Railroad line, which was established in Santa Ana in the late 1870s and still forms the eastern border of the Fisher Park neighborhood. With the exception of the Southern Pacific Railroad line, the area remained agricultural through much of the first half of the twentieth century, with walnut groves and orchards dotting the landscape. In November 1947, residential development arrived when a narrow strip was cleared, graded, and subdivided into 25lots offered as Tract No. 1160, "River Lane Tract." Mirroring the curve of Santiago Creek to the south, the streets displayed a curvilinear layout, with lots ranging in size from 70 to 130 feet long, 140 to 190 deep. Three years later, in August 1950, another curvilinear subdivision appeared east of Flower Street, with smaller lots, averaging 60 feet by 90 feet, arranged around a curvilinear pattern with cul-de-sacs. An outgrowth of earlier City Beautiful and Garden City models, this curvilinear layout reflected neighborhood planning preferences codified in the 1930s by the Federal Housing Administration (FHA), which regulated and financed the increase in home ownership through its mortgage lending and insurance programs. During the post -WWII housing expansion in the United States, the FHA -endorsed model for city planning, as reflected in the neighborhood of Fisher Park, "set the standards for the design of post -World War 11 subdivisions." (National Register Bulletin, Historic Residential Suburbs, p. 49). Construction quickly transformed the neighborhood from agricultural to residential. A 1947 aerial photograph taken a few months before creation of the River Lane Tract shows the area dominated by groves of trees. By 1955, nearly all the lots of both tracts had been improved with single-family residences with uniform setbacks, mostly in the Ranch House style popular in the 1950s and 1960s, in a configuration and unity of design still reflected there today (2020). The homes of the Jack Fisher Park neighborhood were built following the overwhelming success architects had in the early 1950's, when building homes using "California Ranch" architectural design and features. Homes located in our prestigious neighborhood range from 1,500- 6,000 sq. ft., with lot sizes from 6,500-25,000 sq. ft. Properties within this neighborhood boast some of the largest residential land use in any of the incorporated cities within Orange County and Southern California. Giving true meaning to the phrase, "Sprawling California Ranch" style homes. Jack Fisher Park was named after a local highly decorated World War I hero." The E.M. Crawford House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1 as an early and very intact example of the Ranch style in Santa Ana and under Criterion 3 as a rare example of adobe construction in Santa Ana. Additionally, the house has been categorized as "Landmark" because it "has a distinctive architectural style and quality" representing the Ranch House style in Santa Ana, and because, as a rare, perhaps unique, example of the late adobe revival in Santa Ana, the building has a "unique architectural significance." (Santa Ana Municipal Code, Section 30-2.2). Character -defining features of the E.M. Crawford House include, but may not be limited to: massing ("L" -shaped plan); low pitched, cross -hipped roof,, wide, overhanging, open eaves and exposed rafters; "Verdugo Adobe" brick; fenestration (multi - light, metal -framed casement windows); and adobe brick chimneys. *B12. References (continued): Ancestry.com. California, Death Index, 1940-1997 [database on-line]. Provo, UT, USA: Ancestry.com Operations Inc, 2000. Ancestry.com. 1930 United States Federal Census [database on-line]. Provo, UT, USA: Ancestry.com Operations Inc, 2002. Harris, Cyril M. American Architecture: An Illustrated Encvclooedia. New York, WW Norton, 1998. Marsh, Diann. Santa Ana, An Illustrated Historv. 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 /7terigr�99j, 58 DPR 523L 2z 5 z State of California -The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI # " CONTINUATION SHEET Trinomial Page 4 of 4 Resource Name: E.M. Crawford House *Recorded by Pedro Gomez -uate uctooer za, zuzu a wnuuuduvn � UPUOLU 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, 1920-1979. Year., 1930; Census Place: Santa Ana, Orange, California; Page: 6B; Enumeration District., 0080; FHL microfilm: 2339917 DPR 523L 25C-259 MILLS ACT AGREEMENT 1015 West River Lane 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 2k-260 MILLSACTAGREEMENT 1015 West River Lane 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. 25t-261 EXHIBIT 15 MILLS ACT AGREEMENT 920 North Louise Street Santa Ana, CA 92703 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 Valerie J. Boulter, an unmarried woman, (hereinafter collectively referred to as "Owner"), owner of real property located at 920 North Louise 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 920 North Louise Street, Santa Ana, CA, 92703 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. 26C-262 MILLS ACT AGREEMENT 920 North Louise Street Santa Ana, CA 92703 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 November 18, 2020, 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 "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. 26C-263 MILLS ACT AGREEMENT 920 North Louise Street Santa Ana, CA 92703 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 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 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 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 29C-264 MILLS ACT AGREEMENT 920 North Louise Street Santa Ana, CA 92703 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. Owner hereby subjects the Historic Property, located at 920 North Louise Street, Assessor Parcel Number, 405-262-08, 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 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, 26C-265 MILLS ACT AGREEMENT 920 North Louise Street Santa Ana, CA 92703 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: Valerie J. Boulter 920 North Louise Street Santa Ana, CA 92703 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. -s- 25C-266 MILLS ACT AGREEMENT 920 North Louise Street Santa Ana, CA 92703 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 in Section 1. {Signature page follows) 26C-267 ATTEST: DAISY GOMEZ Clerk of the Council OWNER Date: APPROVED AS TO FORM: SONIA CARVALHO City Attorney JT4 JCKIN M. FUNK Assistant City Attorney MILLSACTAGREEMENT 920 North Louise Street Santa Ana, CA92703 CITY OF SANTA ANA KRISTINE RIDGE City Manager By: VALERIE J. BOULTER RECOMMENDED FOR APPROVAL: MINH THAI Executive Director Planning and Building Agency 26C-268 MILLS ACT AGREEMENT 920 North Louise Street Santa Ana, CA 92703 EXHIBIT A LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL I: THE EASTERLY 175 FEET OF THE FOLLOWING DESCRIBED LAND: BEGINNING AT A POINT WHICH IS 325 WEST OF THE 375 FEET NORTH (PARALLEL TO THE WEST LINE OF BAKER STREET) OF THE NORTHEAST CORNER OF LOT 4 IN BLOCK "A" OF "HEDGES ADDITION TO SANTA ANA," AS SHOWN ON A MAP RECORDED IN BOOK 31, PAGE 48 OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA; THENCE FROM SAID POINT OF BEGINNING WEST 325 TO THE EAST LINE OF BRISTOL STREET, 74 FEET; THENCE EAST 325 FEET; THENCE NORTH ALONG A LINE PARALLEL TO THE WEST LINE OF BAKER STREET, 74 FEET TO THE POINT OF BEGINNING. PARCEL 2: THE SOUTH 1.45 FEET OF THE FOLLOWING DESCRIBED LAND: BEGINNING AT THE SOUTHEAST CORNER OF LOT 6 OF "TRACT NO. 839," AS SHOWN ON A MAP RECORDED IN BOOK 25, PAGE 42 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA; RUNNING THENCE WEST ALONG THE SOUTH LINE OF SAID LOT 6, 144.25 FEET TO THE SOUTHWEST CORNER OF SAID LOT; THENCE SOUTH PARALLEL TO THE EAST LINE OF BRISTOL STREET, 172.23 FEET, MORE OR LESS, TO THE NORTH LINE OF HEDGES ADDITION, AS SHOWN ON A MAP RECORDED IN BOOK 31, PAGE 48 OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA; THENCE EAST ALONG THE NORTH LINE OF HEDGES ADDITION 144.25 FEET, MORE OR LESS, TO THE WEST LINE OF LOUISE STREET; THENCE NORTH ALONG THE WEST LINE OF LOUISE STREET 172.23 FEET, MORE OR LESS, TO THE POINT OF BEGINNING. EXCEPT THEREFROM THAT PORTION, IF ANY, INCLUDED IN THE PARCEL OF LAND DESCRIBED IN DEED FROM H.M. SECREST AND WIFE TO J. EARL. BROWNING AND WIFE RECORDED SEPTEMBER 24, 1937 IN BOOK 911, PAGE 153 OF OFFICIAL RECORDS. Assessor's Parcel Number: 405-262-08 29C-269 EXECUTIVE SUMMARY Clem-Koentopp House 920 North Louise Street Santa Ana, CA 92703 NAME Clem-Koentopp House REF. NO. ADDRESS 920 North Louise Street CITY Santa Ana ZIP 1 92703 ORANGE COUNTY YEAR BUILT 1936 LOCAL REGISTER CATEGORY: Key HISTORIC DISTRICT N/A NEIGHBORHOOD Washington Square CALIFORNIA REGISTER CRITERIA FOR EVALUATION C/3 CALIFORNIA REGISTER STATUS CODE 5S3 Location: ❑ Not for Publication ® Unrestricted ❑ Prehistoric ® Historic ❑ Both ARCHITECTURAL STYLE: Ranch House Widely published in Sunset and House Beautiful magazines, the Ranch House dominated post -World War II residential expansion and represented the most popular house form in the United States from the 1950s through 1970s. The Ranch House originated in the 1930's designs of Southern California architect Cliff May, who sought to reinvent the west's vernacular housing traditions by combining the form and massing of the traditional ranch house with a modernist's concern for informality, expressed in materials and plan, and indoor -outdoor integration. While the style includes several variants, a basic set of character -defining features applies to most examples. In form and massing, the style evokes a sprawling ranch that developed over time, with a central block extended by wings of varying roof heights. Generally L-shaped or U-shaped in plan, the Ranch House typically has a one-story profile with strong horizontal emphasis expressed through a low pitched or flat roof with wide overhanging eaves. Asymmetrical in design, the Ranch House is often sheathed in and accented with rustic materials such as board -and -batten siding, high brick foundations, art stone, and wood shake roofs. Indoor -outdoor integration is achieved through the use of recessed or extended porches, set low to the ground, and the generous use of large picture, ribbon, or corner windows. Window detailing can include wood frames, decorative shutters, and diamond -patterned muntins. Ornamentation includes rusticated elements, such as carved porch supports and exposed rafters, uneven rakes and flared eaves, and faux dove cotes and bird houses- SUMMARY/CONCLUSION: The Clem-Koentopp House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1, as an early and very intact example of the Ranch House style in Santa Ana. Additionally, the house has been categorized as "Key" because it has a "distinctive architectural style and quality" as an example of the pre -World War II Ranch House style in Santa Ana (Santa Ana Municipal Code, Section 30-22). 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. 25C-270 State of California —The Resources Agency Primary DEPARTMENT OF PARKS AND RECREATION HRI # PRIMARY RECORD Trinomi; NRHP Status Other Listings Review Code Reviewer Page 1 of 3 Resource name(s) or number (assigned by recorder) Clem-Koentopp 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 920 North Louise Steet City Santa Ana Zip 92703 *e. Other Locational Data: Assessor's Parcel Number 405-262-08 *P3a. Description: (Describe resource and its major elements. Include design, materials, condition, alterations, size, setting, and boundaries) Located in Washington Square, this is a one-story single-family residence on a large parcel constructed in a Ranch House style. A detached garage is located a few feet behind (west of) the south end of the rear (west) elevation of the residence. Asymmetrical in design, the house exhibits a strong horizontal emphasis and features a moderately pitched cross -hipped roof design with a two front -facing hipped extensions ("wings") along the front, facing outwardly in opposite directions, and two gabled extensions along the rear (west) elevation. The roof design exhibits wide open eaves with exposed rafters. The roof is clad in contemporary asphalt shingle roofing while the exterior of the house is clad in a combination of brick and horizontal wood siding. Located off -center and sheltered under the main roof, the entry is characterized by brick veneer siding, ceramic the walkway, simple wood porch supports with horizontal wood slates, and decorative porch railings with a geometric design. The entry also features long multi -light, wood casement windows with floor -to -ceiling decorative shutters and a multi -light french -door, also with floor -to -ceiling decorative shutters. Along the front elevation, the southern "wing" features an extension for a window seat design that features two multi -light fixed picture windows. The northern "wing" features multiple multi -light wood casement windows, of which one is deeply recessed and prominently located along the front end of the "wing." Along the north, south, and west elevations, the building incorporates a series of wood windows, including multi -light casement windows with decorative shutters, and a wood bay window with a patina copper cover. An exterior brick chimney with a stone veneer is located along the rear (west) elevation and rises above the roof ridgeline. The property is heavily landscaped with mature palm trees, a lawn, low vegetation and single decorative walkway leading towards the front entry. *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 P5b. Photo: (view and date) East elevation, view west September 2020 *P6. Date Constructed/Age and Sources: ■historic 1936/City of Santa Ana Building Permits *P7. Owner and Address: Valerie Boulter 920 North Louise Steet Santa Ana, CA 92703 *P8. Recorded by: Pedro Gomez 20 Civic Center Plaza M-20 Santa Ana, CA 92702 *P9. Date Recorded: October 29, 2020 *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 ❑District Record ❑Linear Feature Record ❑Milling Station Record ❑Rock Art Record []Artifact Record []Photograph Record ❑ Other (list) DPR 523A(1/95) 25C-27 1 *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 #: Clem-Koentopp House 131. Historic Name: Clem-Koentopp House B2. Common Name: Same B3. Original Use: Single -Family Residence *135. Architectural Style: Ranch House B4. Present Use: Single -Family Residence *136. Construction History: (Construction date, alterations, and date of alterations): Constructed 1936. $5,000. September 10, 1971. Waterheater installation. September 24, 1974. Heating and air repair for Cecil Mahoney. April 25, 2000. Service meter upgrade. *137. Moved? ■No DYes DUnknown Date: Original *138. Related Features: Row of palm trees across front of house. B9a. Architect: Harold Carl Nordstrom b. Builder: Unknown *1310. Significance: Theme Residential Architecture Area Santa Ana Period of Significance: 1936 Property Type: Single -Family Residence Applicable Criteria: C13 (Discuss importance in terms of historical or architectural context as defined by theme, period, and geographic scope. Also address integrity) The Clem-Koentopp House is architecturally significant as an early and characteristic example of Ranch House style. Built in 1936, the Clem-Koentopp House was designed by H.C. Nordstrom, a local Santa Ana architect and a "Renovize Man," associated with the Santa Ana Renovize campaign of the early 1930's. Mr. Nordstrom is associated with Stanley Clem, a local Santa Ana civic leader, vice-president, and sales manager of the Santa Ana Lumber Company. Along with Mr. Nordstrom, Stanley Clem is credited with designing and patenting the "Lockcraft" framing system, which at the time was a new system of wood building construction that combined, "qualities of safety, economy, beauty, and simplicity" (Santa Ana Register July2, 1936). The first known residents of the Clem-Koentopp House were Albert P. Koentopp and his wife Mildred Koentopp. Mr. Koentopp was a doctor of chiropractic (D.C.) and doctor of chiropractic philosophy (Ph.C.) who graduated from Palmer College of Chiropractic and practiced in the historic Otis Building on 101 West Fourth Street at Martyn X-Ray Chiropractors along fellow Palmer graduate and chiropractor C.A. Martyr, D.C. Mr. and Mrs. Koentopp remained in the property until mid- 1940's when it was sold to James and Cecil A. Mahoney who remained in the house until 1987. According to city directories, the next resident was Edwin Smith (1988), who then sold it to Daniel Hopson in 2001. Robert and Diedre Moffat purchased the property in 2006 and sold it to the current property in 2017. (See Continuation Sheet 3 of 3.) B11. Additional Resource Attributes: (List attributes and codes) *1312. 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: Leslie Heumann/Chattel, Inc. *Date of Evaluation: October29, 2020 (This space reserved for official comments.) DPR 523B (1/95) 25C-272 *Required information State of California— The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI # CONTINUATION SHEET Trinomial *Recorded by Pedro Gomez *B10. Significance (continued): *Date October29, 2020 0 Continuation ❑ Update 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 Clem-Koentopp House is located in Washington Square, a neighborhood northwest of downtown Santa Ana bounded by Bristol Street, West Seventeenth Street, North Flower Street, and West Civic Center Drive. 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 IL 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 Clem-Koentopp House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1, as an early and very intact example of the Ranch House style in Santa Ana. Additionally, the house has been categorized as `Key" because it has a `distinctive architectural style and quality" as an example of the pre -World War 11 Ranch House style in Santa Ana (Santa Ana Municipal Code, Section 30-2.2). Character -defining features of the Clem-Koentopp House that should be preserved include, but may not be limited to, materials and finishes (brick, stucco, horizontal wood siding), cross - hipped roof design, asymmetrical and horizontal fagade massing, including front -facing hipped extensions ("wings'); wide open eaves with exposed rafters, primary entry and fenestration (casement, fixed, and bay windows), and exterior brick chimney. *B12. References (continued): Ancestry.com. California, Death Index, 1940-1997 [database on-line]. Provo, UT, USA: Ancestry.com Operations Inc, 2000. Ancestry.com. 1930 United States Federal Census [database on-line]. Provo, UT, USA: Ancestry.com Operations Inc, 2002. Harris, Cyril M. American Architecture: An Illustrated Encyclopedia. New York, WW Norton, 1998. Hess, Alan. Ranch House. New York. Harry N. Abrams, Inc. 2004 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, 1940-1979. Talbert, Thomas B. (editor). The Historical Volume and Reference Works: Orange County, Whittier, CA: Historical Publishers, 1963. DPR 523L 25^'273 MILLS ACT AGREEMENT 920 North Louise Street Santa Ana, CA 92703 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 26C-274 MILLS ACT AGREEMENT 920 North Louise Street Santa Ana, CA 92703 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 fixture, the essential form and integrity of the structure would be unimpaired. 25C-275 REQUEST FOR - Historic Resources Commission Action_ HISTORIC RESOURCES COMMISSION MEEFING DATE: OCTOBER 29, 2020 TITLE: PUBLIC HEARING — HISTORIC RESOURCES COMMISSION APPLICATION NO. 2020-10, HISTORIC REGISTER CATEGORIZATION NO. 2020-09, AND HISTORIC PROPERTY PRESERVATION AGREEMENT NO. 2020-12 FOR PROPERTY LOCATED AT 920 NORTH LOUISE STREET Prepared by Pedro Gomez, AICP EXHIBIT 16 HISTORIC RESOURCES COMMISSION SECRETARY APPROVED ❑ As Recommended ❑ As Amended ❑ Set Public Hearing For CONTINUED TO Executive Director Planning ani er RECOMMENDED ACTION 1. Adopt a resolution approving Historic Resources Commission Application No. 2020-10 and Historic Register Categorization No. 2020-09 (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 Valerie J. Boulter, subject to non -substantive changes approved by the City Manager and City Attorney (Exhibit 2). Request of Applicant Valerie J. Boulter is requesting approval to designate an existing residence located at 920 North Louise 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. Proiect Location and Site Description The subject property is located on the west side of North Louise Street in the Washington Square neighborhood. The site consists of a 1,729-square-foot, Ranch House residence and detached garage on a 10,902-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 Santa Ana Municipal Code (SAMC). This project entails applying the selection criteria 25C-276 HRCA No. 2020-10, HRC No. 2020-09, HPPA No. 2020-12 October 29, 2020 Page 2 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 84 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 Clem-Koentopp House, is located within the Washington Square neighborhood boundaries and has distinctive architectural features of the Ranch House style. The residence was built in 1936 by an unknown builder. Most of the Washington Square area was owned by the family of Jacob Ross, who purchased portions of the Rancho Santiago de Santa Ana in 1868 and 1869. By 1905, Baker and Towner were the only streets in the neighborhood, which extended from Hickey (now Civic Center Drive) only as far as Washington Avenue and which contained only about a dozen homes. 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. With the return of servicemen following World War II and the accompanying demand for homes in Southern California, the development of Washington Square was all but completed. Asymmetrical in design, the house exhibits a strong horizontal emphasis and features a moderately pitched cross -hipped roof design with two front -facing hipped extensions "wings" along the front, facing outwardly in opposite directions, and two gabled extensions along the rear (west) elevation. The roof design exhibits wide open eaves with exposed rafters. The roof is clad in contemporary asphalt shingle roofing while the exterior of the house is clad in a combination of brick and horizontal wood siding. Located off -center and sheltered under the main roof, the entry is characterized by brick veneer siding, ceramic tile walkway, simple wood porch supports with horizontal wood slates, and decorative porch railings with a geometric design. The entry also features long multi -light, wood casement windows with floor -to -ceiling decorative shutters and a multi -light French -door, also with floor -to -ceiling decorative shutters. Along the front elevation, the southern "wing" features an extension for a window seat design that feature two multi -light fixed picture windows. The northern "wing" features multiple multi -light wood casement windows, of which one is deeply recessed and prominently located along the front end of the "wing." Along the north, south, and west elevation, the building incorporates a series of wood windows, including multi -light casement windows with decorative shutters, and a wood bay window with a patina copper cover. An exterior brick chimney with a stone veneer is located along the rear (west) elevation and rises above the roof ridgeline. Character -defining features of the Clem- Koentopp House that should be preserved include, but may not be limited to, materials and finishes (brick, stucco, horizontal wood siding; cross -hipped roof design; front -facing hipped 25C-277 HRCA No. 2020-10, HRC No. 2020-09, HPPA No. 2020-12 October 29, 2020 Page 3 extensions "wings"; wide open eaves with exposed rafters; fenestration (casement, fixed, and bay windows); and exterior brick chimney. The Clem-Koentopp House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion No. 1, as an early and very intact example of the Ranch House style in Santa Ana. Additionally, the house has been categorized as "Key" because it has a "distinctive architectural style and quality" as an example of the pre -World War II Ranch House style in Santa Ana. 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 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 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. 25C-278 HRCA No. 2020-10, HRC No. 2020-09, HPPA No. 2020-12 October 29, 2020 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/ER No. 2020-75 will be filed for this project. Ped o Go ICP Asso' late Planner PG:sb S:\Historic Resources Commission\2020\10-29-20\920 N. Louise Street -Clem-Koentopp House\Staff Report - 920 N. Louise Street Exhibits 1 — Resolution 2 — Mills Act Agreement 3 — 500-Foot Radius Map 25C-279 FREE RECORDING PURSUANT TO GOVERNMENT CODE § 27383 RESOLUTION NO. 2020-xx A RESOLUTION OF THE HISTORIC RESOURCES COMMISSION OF THE CITY OF SANTA ANA APPROVING HISTORIC RESOURCES COMMISSION APPLICATION NO. 2020-10 TO PLACE THE PROPERTY LOCATED AT 920 NORTH LOUISE STREET, SANTA ANA, ON THE HISTORICAL REGISTER AND APPROVING HISTORIC REGISTER CATEGORIZATION NO. 2020-09 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 29, 2020, 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. 2020-10) and categorization (Historic Resources Commission Categorization No. 2020-09) of the Clem-Koentopp House located at 920 North Louise Street, Santa Ana. B. The Clem-Koentopp House has distinctive architectural features of the Ranch House style and was built in 1936. C. The Clem-Koentopp House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion No. 1, as an early and very intact example of the Ranch House style in Santa Ana. Additionally, the house has been categorized as "Key" because it has a "distinctive architectural style and quality" as an example of the pre -World War II Ranch House style in Santa Ana. Character -defining features of the Clem-Koentopp House that should be preserved include, but may not be limited to, materials and finishes (brick, stucco, horizontal wood siding; cross -hipped roof design; front -facing hipped extensions "wings"; wide open eaves with exposed rafters; fenestration (casement, fixed, and bay windows); and exterior brick chimney. D. The legal owner of the property is Valerie J. Boulter. 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 standards for placement on the City of Santa Ana Register of Historic Properties pursuant to Section 30-2 of the Santa Ana Municipal Code. 25C-280 FREE RECORDING PURSUANT TO GOVERNMENT CODE § 27383 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 historical resources. Categorical Exemption No. ER-2020-75 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. 2020-10 to place the Clem-Koentopp House located at 920 North Louise Street, Santa Ana, 92703 on the historical register, and B. Historic Register Categorization No. 2020-09 placing the Clem-Koentopp House located at 920 North Louise Street, Santa Ana, 92703 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 29rh day of October, 2020. Alberta Christy Chairperson 25C-281 FREE RECORDING PURSUANT TO GOVERNMENT CODE § 27383 APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney 0 Lisa Storck Assistant City Attorney AYES: Commission mem NOES: Commission members ABSTAIN: Commission members NOT PRESENT: Commission mem CERTIFICATE OF ATTESTATION AND ORIGINALITY I, SARAH BERNAL, Historic Resources Commission Secretary, do hereby attest to and certify the attached Resolution No. 2020-xx to be the original resolution adopted by Historic Resources Commission of the City of Santa Ana on October 29, 2020. Date: Commission Secretary City of Santa Ana 25C-282 FREE RECORDING PURSUANT TO GOVERNMENT CODE § 27383 LEGAL DESCRIPTION APN Address Legal Description Owner Names 405-262-08 920 North Louise Street PARCEL 1: Valerie J. Boulter THE EASTERLY 175 FEET OF THE FOLLOWING DESCRIBED LAND: BEGINNING AT A POINT WHICH IS 325 WEST OF THE 375 FEET NORTH (PARALLEL TO THE WEST LINE OF BAKER STREET) OF THE NORTHEAST CORNER OF LOT 4 IN BLOCK "A" OF "HEDGES ADDITION TO SANTA ANA," AS SHOWN ON A MAP RECORDED IN BOOK 31, PAGE 48 OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA; THENCE FROM SAID POINT OF BEGINNING WEST 325 TO THE EAST LINE OF BRISTOL STREET, 74 FEET; THENCE EAST 325 FEET; THENCE NORTH ALONG A LINE PARALLEL TO THE WEST LINE OF BAKER STREET, 74 FEET TO THE POINT OF BEGINNING. PARCEL 2: THE SOUTH 1.45 FEET OF THE FOLLOWING DESCRIBED LAND: BEGINNING AT THE SOUTHEAST CORNER OF LOT 6 OF "TRACT NO. 839," AS SHOWN ON A MAP RECORDED IN BOOK 25, PAGE 42 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE 25C-283 FREE RECORDING PURSUANT TO GOVERNMENT CODE § 27383 COUNTY, CALIFORNIA; RUNNING THENCE WEST ALONG THE SOUTH LINE OF SAID LOT 6, 144.25 FEET TO THE SOUTHWEST CORNER OF SAID LOT; THENCE SOUTH PARALLEL TO THE EAST LINE OF BRISTOL STREET, 172.23 FEET, MORE OR LESS, TO THE NORTH LINE OF HEDGES ADDITION, AS SHOWN ON A MAP RECORDED IN BOOK 31, PAGE 48 OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA; THENCE EAST ALONG THE NORTH LINE OF HEDGES ADDITION 144.25 FEET, MORE OR LESS, TO THE WEST LINE OF LOUISE STREET; THENCE NORTH ALONG THE WEST LINE OF LOUISE STREET 172.23 FEET, MORE OR LESS, TO THE POINT OF BEGINNING. EXCEPT THEREFROM THAT PORTION, IF ANY, INCLUDED IN THE PARCEL OF LAND DESCRIBED IN DEED FROM H.M. SECREST AND WIFE TO J. EARL. BROWNING AND WIFE RECORDED SEPTEMBER 24, 1937 IN BOOK 911, PAGE 153 OF OFFICIAL RECORDS. 25C-284 MILLS ACT AGREEMENT 920 North Louise Street Santa Ana, CA 92703 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 Valerie J. Boulter, an unmarried woman, (hereinafter collectively referred to as "Owner"), owner of real property located at 920 North Louise 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 920 North Louise Street, Santa Ana, CA, 92703 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. 25C-285 MILLSACTAGREEMENT 920 North Louise Street Santa Ana, CA 92703 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 November 18, 2020, 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 nomenewal 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 "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. 25C-286 MILLS ACT AGREEMENT 920 North Louise Street Santa Ana, CA 92703 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 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 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 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 26C-287 MILLS ACTAGREEMENT 920 North Louise Street Santa Ana, CA 92703 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 snail, 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 920 North Louise Street, Assessor Parcel Number, 405-262-08, 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 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, 2 ^-288 MILLSACTAGREEMENT 920 North Louise Street Santa Ana, CA 92703 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: Valerie J. Boulter 920 North Louise Street Santa Ana, CA 92703 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. 25C-289 MILLS ACT AGREEMENT 920 North Louise Street Santa Ana, CA 92703 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 in Section 1. (Signature page followsl 2SC-290 ATTEST: DAISY GOMEZ Clerk of the Council OWNER Date: APPROVED AS TO FORM: SONIA CARVALHO City Attorney By: LISA STORCK Assistant City Attorney MILLS ACTAGREEMENT 920 North Louise Street Santa Ana, CA 92703 CITY OF SANTA ANA KRISTINE RIDGE City Manager By: VALERIE J. BOULTER RECOMMENDED FOR APPROVAL: MINH THAI Executive Director Planning and Building Agency 2SC-291 MILLS ACT AGREEMENT 920 North Louise Street Santa Ana, CA 92703 EXHIBIT A LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCELI: THE EASTERLY 175 FEET OF THE FOLLOWING DESCRIBED LAND: BEGINNING AT A POINT WHICH IS 325 WEST OF THE 375 FEET NORTH (PARALLEL TO THE WEST LINE OF BAKER STREET) OF THE NORTHEAST CORNER OF LOT 4 IN BLOCK "A" OF "HEDGES ADDITION TO SANTA ANA," AS SHOWN ON A MAP RECORDED IN BOOK 31, PAGE 48 OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA; THENCE FROM SAID POINT OF BEGINNING WEST 325 TO THE EAST LINE OF BRISTOL STREET, 74 FEET; THENCE EAST 325 FEET; THENCE NORTH ALONG A LINE PARALLEL TO THE WEST LINE OF BAKER STREET, 74 FEET TO THE POINT OF BEGINNING. PARCEL 2: THE SOUTH 1.45 FEET OF THE FOLLOWING DESCRIBED LAND: BEGINNING AT THE SOUTHEAST CORNER OF LOT 6 OF "TRACT NO. 839," AS SHOWN ON A MAP RECORDED IN BOOK 25, PAGE 42 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA; RUNNING THENCE WEST ALONG THE SOUTH LINE OF SAID LOT 6, 144.25 FEET TO THE SOUTHWEST CORNER OF SAID LOT; THENCE SOUTH PARALLEL TO THE EAST LINE OF BRISTOL STREET, 172.23 FEET, MORE OR LESS, TO THE NORTH LINE OF HEDGES ADDITION, AS SHOWN ON A MAP RECORDED IN BOOI{ 31, PAGE 48 OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA; THENCE EAST ALONG THE NORTH LINE OF HEDGES ADDITION 144.25 FEET, MORE OR LESS, TO THE WEST LINE OF LOUISE STREET; THENCE NORTH ALONG THE WEST LINE OF LOUISE STREET 172.23 FEET, MORE OR LESS, TO THE POINT OF BEGINNING. EXCEPT THEREFROM THAT PORTION, IF ANY, INCLUDED IN THE PARCEL OF LAND DESCRIBED IN DEED FROM H.M. SECREST AND WIFE TO J. EARL. BROWNING AND WIFE RECORDED SEPTEMBER 24, 1937 IN BOOI{ 911, PAGE 153 OF OFFICIAL RECORDS. Assessor's Parcel Number: 405-262-08 26C-292 500' RADIUS HRC 2020-09 HRCA 2020-10/ HPPA 2020-12 920 NORTH LOUISE STREET CLEM-KOENTOPP HOUSE PLANNING AND BUILDING AGENCY 25C-293 EXECUTIVE SUMMARY Clem-Koentopp House 920 North Louise Street Santa Ana, CA 92703 NAME Clem-Koentopp House REF. NO. ADDRESS 920 North Louise Street CITY Santa Ana ZIP 1 92706 ORANGE COUNTY YEAR BUILT 1936 LOCAL REGISTER CATEGORY: Key HISTORIC DISTRICT NIA NEIGHBORHOOD Washington Square CALIFORNIA REGISTER CRITERIA FOR EVALUATION C/3 CALIFORNIA REGISTER STATUS CODE 5S3 Location: ❑ Not for Publication ® Unrestricted ❑ Prehistoric ® Historic ❑ Both ARCHITECTURAL STYLE: Ranch House Widely published in Sunset and House Beautiful magazines, the Ranch House dominated post -World War II residential expansion and represented the most popular house form in the United States from the 1950s through 1970s. The Ranch House originated in the 1930's designs of Southern California architect Cliff May, who sought to reinvent the west's vernacular housing traditions by combining the form and massing of the traditional ranch house with a modernist's concern for informality, expressed in materials and plan, and indoor -outdoor integration. While the style includes several variants, a basic set of character -defining features applies to most examples. In form and massing, the style evokes a sprawling ranch that developed over time, with a central block extended by wings of varying roof heights. Generally L-shaped or U-shaped in plan, the Ranch House typically has a one-story profile with strong horizontal emphasis expressed through a low pitched or flat roof with wide overhanging eaves. Asymmetrical in design, the Ranch House is often sheathed in and accented with rustic materials such as board -and -batten siding, high brick foundations, art stone, and wood shake roofs. Indoor -outdoor integration is achieved through the use of recessed or extended porches, set low to the ground, and the generous use of large picture, ribbon, or corner windows. Window detailing can include wood frames, decorative shutters, and diamond -patterned muntins. Ornamentation includes rusticated elements, such as carved porch supports and exposed rafters, uneven rakes and flared eaves, and faux dove cotes and bird houses. SUMMARY/CONCLUSION: The Clem-Koentopp House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1, as an early and very intact example of the Ranch House style in Santa Ana. Additionally, the house has been categorized as "Key" because it has a "distinctive architectural style and quality" as an example of the pre -World War II Ranch House 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. 25C-294 State of California —The Resources Agency DEPARTMENT OF PARKS AND RECREATION PRIMARY RECORD Primary HRI # NRHP Status Code Other Listings Review Code Reviewer Date Page 1 of 3 Resource name(s) or number (assigned by recorder) Clem-Koentoop 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 920 North Louise Steel City Santa Ana Zip 92703 *e. Other Locational Data: Assessor's Parcel Number 405-262-08 *P3a. Description: (Describe resource and its major elements. Include design, materials, condition, alterations, size, setting, and boundaries) Located in Washington Square, this is a one-story single-family residence on a large parcel constructed in a Ranch House style. A detached garage is located a few feet behind (west ot) the south end of the rear (west) elevation of the residence. Asymmetrical in design, the house exhibits a strong horizontal emphasis and features a moderately pitched cross -hipped roof design with a two front -facing hipped extensions "wings" along the front, facing outwardly in opposite directions, and two gabled extensions along the rear (west) elevation. The roof design exhibits wide open eaves with exposed rafters. The roof is clad in contemporary asphalt shingle roofing while the exterior of the house is clad in a combination of brick and horizontal wood siding. Located off -center and sheltered under the main roof, the entry is characterized by brick veneer siding, ceramic tile walkway, simple wood porch supports with horizontal wood slates, and decorative porch railings with a geometric design. The entry also features long multi -light, wood casement windows with floor -to -ceiling decorative shutters and a multi -light french -door, also with floor -to -ceiling decorative shutters. Along the front elevation, the southern "wing" features an extension for a window seat design that feature two multi -light fixed picture windows. The northern "wing" features multiple multi -light wood casement windows, of which one is deeply recessed and prominently located along the front end of the "wing."Along the north, south, and west elevation, the building incorporates a series of wood windows, including multi -light casement windows with decorative shutters, and a wood bay window with a patina copper cover. An exterior brick chimney with a stone veneer is located along the rear (west) elevation and rises above the roof ridgeline. The property is heavily landscaped with mature palm trees, a lawn, low vegetation and single decorative walkway leading towards the front entry. *P3b. Resource Attributes: (list attributes and codes) HP2. Single -Family Residence *P4. Resources Present: ■Building ❑Structure ❑Object OSite ❑District ❑Element of District ❑Other P5b. Photo: (view and date) East elevation, view west September 2020 *P6. Date Constructed/Age and Sources: ■historic 19361 City of Santa Ana Building Permits *137. Owner and Address: Valerie Boulter 920 North Louise Steel Santa Ana, CA 92703 *P8. Recorded by: Pedro Gomez 20 Civic Center Plaza M-20 Santa Ana, CA 92702 *P9. Date Recorded: October 22, 2020 *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 ■Continuation Sheet ■Building, Structure, and Object Record OArchaeological Record ❑District Record []Linear Feature Record ❑Milling Station Record ❑Rock Art Record OArtifactRecord ❑Photograph Record ❑ Other (Ii25C_295 DPR 523A (1/95) *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 Kesource name or s: r,rem-noenrupp mouse 61. Historic Name: Clem-Koentopp House B2. Common Name: Same B3. Original Use: Single -Family Residence *135. Architectural Style: Ranch House B4. Present Use: Single -Family Residence *136. Construction History: (Construction date, alterations, and date of alterations): Constructed 1936. $5,000. September 10, 1971. Waterheater installation. September 24, 1974. Heating and air repair for Cecil Mahoney. April 25, 2000. Service meter upgrade. *137. Moved? ■No OYes ❑Unknown Date: Original location: *138. Related Features: None. B9a. Architect: Harold Carl Nordstrom b. Builder: Unknown *1310. Significance: Theme Residential Architecture Area Santa Ana Period of Significance: 1936 Property Type: Single -Family Residence Applicable Criteria: C13 (Discuss importance in terms of historical or architectural context as defined by theme, period, and geographic scope. Also address Integrity) The Clem-Koentopp House is architecturally significant as an early and characteristic example of Ranch House style. Built in 1936, the Clem-Koentopp House was designed by H.C. Nordstrom, a local Santa Ana architect and a "Renovize Man," associated with the Santa Ana Renovize campaign of the early 1930's. Mr. Nordstrom is associated with Stanley Clem, a local Santa Ana civic leader, vice-president, and sales manager of the Santa Ana Lumber Company. Along with Mr. Nordstrom, Stanley Clem is credited with designing and patenting the "Lockcraft" framing system, which at the time was a new system of wood building construction that combined, qualities of safety, economy, beauty, and simplicity" (Santa Ana Register, July 2, 1936). The first known residents of the Clem-Koentopp House were Albert P. Koentopp and his wife Mildred Koentopp. Mr. Koentopp was a doctor of chiropractic (D.C.) and doctor of chiropractic philosophy (Ph.C.) who graduated from Palmer College of Chiropractic and practiced in the historic Otis Building on 101 West Fourth Street at Marlyn X-Ray Chiropractors along fellow Palmer graduate and chiropractor C.A. Marlyn, D.C. Mr. and Mrs. Koentopp remained in the property until mid- 1940's when it was sold to James and Cecil A. Mahoney who remained in the house until 1987. According to city directories, the next resident was Edwin Smith (1988), who then sold it to Daniel Hopson in 2001. Robert and Diedre Moffat purchased the property in 2006 and sold it to the current property in 2017. (See Continuation Sheet 3 of 3.) B11. Additional Resource Attributes: (List attributes and codes) *1312. 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 Heumann/Chattel, Inc. *Date of Evaluation: October 29, 2020 (This space reserved for official comments.) Sketch Map Clem-Koentopp House 920 North Louise Street sr w ssn• no• sn O O as 7-17 0 t0 9O I su• I � i : b bb aO* 3 3 2s s a a ®a 22 1 25 a u• rr ss• a DPR 523B (1/95) 25C-296 'Required information State of California— The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI # CONTINUATION SHEET Trinomial Page 3 of 3 Resource Name: Clem-Koentopp House *Recorded by Pedro Gomez *Date October 29, 2020 ❑x 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 Clem-Koentopp House is located in Washington Square, a neighborhood northwest of downtown Santa Ana bounded by Bristol Street, West Seventeenth Street, North Flower Street, and West Civic Center Drive. Most of this area was owned by the family of Jacob Ross, who had purchased portions of the Rancho Santiago de Santa Ana in 1668 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 II. 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 Clem-Koentopp House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1, as an early and very intact example of the Ranch House style in Santa Ana. Additionally, the house has been categorized as "Key' because it has a "distinctive architectural style and quality' as an example of the pre -World War It Ranch House style in Santa Ana (Santa Ana Municipal Code, Section 30-2.2). Character -defining features of the Clem-Koentopp House that should be preserved include, but may not be limited to, materials and finishes (brick, stucco, horizontal wood siding; cross - hipped roof design; front -facing hipped extensions "wings'; wide open eaves with exposed rafters; fenestration (casement, fixed, and bay windows); and exterior brick chimney. *B12. References (continued): Harris, Cyril M. American Architecture: An Illustrated Encyclopedia. New York, WIN Norton, 1998. Hess, Alan. Ranch House. New York., Harry N. Abrams, Inc. 2004 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. Alison Honer Dies at 84," The Santa Ana Journal September 21, 1981. "Builder of Honer Plaza Dies," Orange County Register, September 15, 1981. History of Floral Park." htto://www.f/oral-park.com/paoe2.html. Santa Ana and Orange County Directories, 1940-1979. Talbert, Thomas B. (editor). The Historical Volume and Reference Works: Orange County. Whittier, CA: Historical Publishers, 1963. DPR 523L 25C-297 MILLS ACT AGREEMENT 920 North Louise Street Santa Ana, CA 92703 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 23C-298 MILLSACTAGREEMENT 920 North Louise Street Santa Ana, CA 92703 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. 25C-299 From: bobi keenan To: eComment Subject: To: Planning Commission/Historic Resources Commission re: 920 N. Louise Street Date: Tuesday, October 20, 2020 7:44:06 PM Hello, Regarding the request by Valerie Boulter, owner of the home at 920 N. Louise Street, to have her home (historically known as the Clem-Koentopp House) categorized as a Historical Property and placed in the Santa Ana Register of Historic Properties, I ask that you consider my opinion when this application comes before you. I purchased my home at 919 N. Louise Street in 1992 and I really love it, for so many reasons. One of them is that every time I look across the street, or come and go from my house, I see the house at 920 N. Louise. If I were wealthy, rather than just rich (in experiences and blessings), I could have bought that house when it came up for sale several years ago. It is my dream house, inside and out. It is architecturally unique and the inside has been meticulously designed for living at its best. It was true when it was built in the late 1930's and is still as true today. In the time I have been here, Ms. Boulter is the third owner. The prior owners appreciated their home, inside and out and they were pretty careful to maintain it in good condition, but some things kind of slid by. Since Ms. Boulter purchased it, she has been relentless and pro -active in not only maintaining the house but in preserving its unique character. She has added to its beauty with landscaping that is very well planned and maintained. She has invested a great deal of money to restore the things that needed attention and to conserve the original look, feel and substance of the property. She has made a strong commitment, not only to the home she purchased but to the community she has so heavily invested in. She wasted no time in getting involved in our Washington Square Neighborhood Association. She is an unimaginably good neighbor and has invested substantial personal resources, money and sweat -equity, to make this home the showplace it was always meant to be. I feel adamant that the homes in Santa Ana that have a historical character and historical significance are among our greatest assets. It is in all our interests to preserve them and to support their owners in efforts to do so. These houses are actually ambassadors for our City, that stand to say, "This is a beautiful and good place to live; Come join us". This is a poster - child home for that concept. In the few short years she has lived here, she has done a great deal for this house, for her neighbors, for our Washington Square Neighborhood. She is not only invested in the property, but she has generously become personally invested in Washington Square and the City of Santa Ana. She has done so much, I think it is unfortunate that the house can never be officially known as the "Boulter House". 25C-300 The approval of her request would benefit Ms. Boulter, us her neighbors because it enhances our property values, as well as the City of Santa Ana. I am entirely confident that any money she may save on taxes will be directed toward the preservation and improvement of this beautiful house ... a Win/Win for all of us. I enthusiastically encourage you to approve her application. Very sincerely, bobi keenan 919 N. Louise Street Santa Ana, CA 714-206-2530 25C-301 EXHIBIT 17 MILLS ACT AGREEMENT 1805 North Louise 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"), and Timothy James Barker and Jeanice Shelby Barker, husband and wife as joint tenants, (hereinafter collectively referred to as "Owner"), owner of real property located at 1805 North Louise 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 1805 North Louise 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. 26C-302 MILLS ACT AGREEMENT 1805 North Louise Street Santa Ana, CA 92706 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 November 18, 2020, 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 "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. 26C-303 MILLS ACT AGREEMENT 1805 North Louise Street Santa Ana, CA 92706 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 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 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 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 29C-304 MILLS ACT AGREEMENT 1805 North Louise Street Santa Ana, CA 92706 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. Owner hereby subjects the Historic Property, located at 1805 North Louise Street, Assessor Parcel Number, 399-081-12, 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 Property. Every contract, deed, or other instrument hereinafter executed, covering or conveying 26C-305 MILLS ACT AGREEMENT 1805 North Louise Street Santa Ana, CA 92706 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. S. 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: Timothy J. and Jeanice S. Barker 1805 North Louise 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. -s- 25C-306 MILLS ACT AGREEMENT 1805 North Louise 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 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 in Section 1. {Signature page follows) 26C-307 ATTEST: MILLSACT AGREEMENT 1805 North Louise Street Santa Ana, CA92706 CITY OF SANTA ANA DAISY GOMEZ KRISTINE RIDGE Clerk of the Council City Manager OWNER Date: By: TIMOTHY J. BARKER Date: By: JEANICE S. BARKER APPROVED AS TO FORM: RECOMMENDED FOR APPROVAL: SONIA CARVALHO City Attorney By: 4k47V'. -f.4,- JOfK M. FUNK Assistant City Attorney MINH THAI Executive Director Planning and Building Agency 26C-308 MILLS ACT AGREEMENT 1805 North Louise Street Santa Ana, CA 92706 EXHIBIT A LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: LOT 1 OF TRACT 1739, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 51, PAGES 42 AND 43 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, EXCEPTING THEREFROM THE SOUTHERLY 2 FEET. Assessor's Parcel Number: 399-081-12 29C-309 EXECUTIVE SUMMARY Young -Keeler House 1805 North Louise Street Santa Ana, CA 92706 NAME Young -Keeler House REF. NO. ADDRESS 1805 North Louise Street CITY Santa Ana ZIP 1 92706 ORANGE COUNTY YEAR BUILT 1954 LOCAL REGISTER CATEGORY: Contributive HISTORIC DISTRICT N/A NEIGHBORHOOD West Floral Park CALIFORNIA REGISTER CRITERIA FOR EVALUATION C/3 CALIFORNIA REGISTER STATUS CODE 5S3 Location: ❑ Not for Publication ® Unrestricted ❑ Prehistoric ® Historic ❑ Both ARCHITECTURAL STYLE: Ranch House Widely published in Sunset and House Beautiful magazines, the Ranch House dominated post -World War II residential expansion and represented the most popular house form in the United States from the 1950s through 1970s. The Ranch House originated in the 1930's designs of Southern California architect Cliff May, who sought to reinvent the west's vernacular housing traditions by combining the form and massing of the traditional ranch house with a modernist's concern for informality, expressed in materials and plan, and indoor -outdoor integration. While the style includes several variants, a basic set of character -defining features applies to most examples. In form and massing, the style evokes a sprawling ranch that developed over time, with a central block extended by wings of varying roof heights. Generally L-shaped or U-shaped in plan, the Ranch House typically has a one-story profile with strong horizontal emphasis expressed through a low pitched or flat roof with wide overhanging eaves. Asymmetrical in design, the Ranch House is often sheathed in and accented with rustic materials such as board -and -batten siding, high brick foundations, art stone, and wood shake roofs. Indoor -outdoor integration is achieved through the use of recessed or extended porches, set low to the ground, and the generous use of large picture, ribbon, or corner windows. Window detailing can include wood frames, decorative shutters, and diamond -patterned muntins. Ornamentation includes rusticated elements, such as carved porch supports and exposed rafters, uneven rakes and flared eaves, and faux dove cotes and bird houses- SUMMARY/CONCLUSION: The Young -Keeler House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1 for embodiment of the distinguishing characteristics of the Ranch House style. It is also notable for its association with the prominent Santa Ana builder and developer team, Roy Russell and Son. Additionally, the house has been categorized as "Contributive" because it "has a distinctive architectural style and quality' representing the Ranch House style in Santa Ana (Santa Ana Municipal Code, Section 30-22). 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. 25C-310 State of California —The Resources Agency DEPARTMENT OF PARKS AND RECREATION PRIMARY RECORD Other Listings Review Code Primary HRI # NRHP Status Reviewer Page 1 of 3 Resource name(s) or number (assigned by recorder) Young -Keeler 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 1805 North Louise Street City: Santa Ana Zip: 92706 *e. Other Locational Data: Assessor's Parcel Number 399-081-12 *P3a. Description: (Describe resource and its major elements. Include design, materials, condition, alterations, size, setting, and boundaries) Located in West Floral Park, this is a one-story, single-family residence on a modestly sized parcel, sited with a typical setback and constructed in a Ranch House style. A detached garage is located a few feet behind (east of) the north end of the rear (east) elevation of the residence. Asymmetrical in design, the house exhibits a strong horizontal emphasis expressed through a long roof ridge running parallel to the front fagade, and features a moderately pitched side -gabled roof design with a single hipped extension along the front, and two front -facing gable extensions at the rear (east) elevation. The roof design exhibits wide open eaves with exposed rafters along the front (west) and rear (east) elevation and features side -gabled ends with decorative pointed eave extensions along the side (north and south) elevation. The exterior of the house is clad in a combination of brick, smooth stucco, horizontal wood board lapped siding, and board -and -batten siding. Located off -center and sheltered under the main roof, the entry porch is characterized by board -and -batten siding, a brick veneer base, and simple wood porch supports with triangular braces to each side. The entry features a wood door with a large window pane with crisscross pattern design, as well as wood casement windows with multiple lights. The front (west) elevation, south of the entry, is characterized by the gabled extension that features a large tripartite picture window, with the crisscross pattern design and a large central pane, as well as additional wood casement windows with multiple lights, some flanked by shutters. Along the north, south, and east elevations, the building incorporates a series of wood windows, including six -over -six and horizontal pane sashes, and a tripartite with a multiple -light central pane and horizontal edge panes. An exterior brick chimney located along the rear (east) elevation rises above the roof ridgeline. The property is landscaped with a lawn, low vegetation and single concrete walkway leading towards the front entry. *P3b. Resource Attributes: (list attributes and codes) HP2. Single -Family Residence *P4. Resources Present: ■Building ❑Structure []Object []Site []District ❑Element of District ❑Other P5b. Photo: (view and date) West elevation, view east September 2020 *P6. Date Constructed/Age and Sources: ■historic 19541 City of Santa Ana Building Permits *P7. Owner and Address: Tim and Jeanice Barker 1805 North Louise 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 29, 2020 *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 ❑District Record ❑Linear Feature Record []Milling Station Record []Artifact Record []Photograph Record ❑ Other (liyf;�C_�1 1 DPR 523A (1/95) L ❑Rock Art Record *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#: Young -Keeler House 131. Historic Name: Young -Keeler House B2. Common Name: Same B3. Original Use: Single-family Residence B4. Present Use: Single-family Residence *135. Architectural Style: Ranch House *136. Construction History: (Construction date, alterations, and date of alterations): April 2, 1954. Constructed. $14,000. May 29, 1964. Private swimming pool for Robert Elgie by Anthony Pools. $2,400. June 6, 1968. Water heater. August 17, 1970. Extend existing fence by R.E. Elgie. $428. *137. Moved? ■No DYes DUnknown Date: Original *138. Related Features: None. B9a. Architect: Unknown b. Builder: Roy Russell *1310. Significance: Theme Residential Architecture Area Santa Ana Period of Significance: 1954 Property Type: Single-family Residence Applicable Criteria: C13 (Discuss importance in terms of historical or architectural context as defined by theme, period, and geographic scope. Also address integrity) The Young -Keeler House is architecturally significant as an intact and characteristic example of the Ranch House style. This house was originally constructed in 1954, by the prominent firm of Roy Russell and Son. Roy Roscoe Russell, the senior partner who had developed the groves of Floral Park in the 1920s, had been joined by his son, Roy Rodney Russell in 1937, and their partnership was formalized in 1945. The first residents of the property were Claude E. and Hazel Young, who purchased the property soon after construction was complete. Mr. and Mrs. Young resided in the property until 1962 when it was sold to Marshall and Josephine Keeler. Mr. Keeler was a 'public-spirited and progressive citizen" of Santa Ana, worked as a salesman for Smart and Final wholesale grocery company, was the Vice President of the City Board of Education, Director of Crippled Children's Relief Association of Orange County, director of Community Chest of Santa Ana and Tustin, and a member of the Santa Ana Rotary club, and held office of secretary of the Santa Ana Masonic Temple Association (Santa Ana Register October 18, 1926).The property was sold to Robert E. and Maxine E. Elgie in 1964. Mr. Elgie was a SSGT in the US Army Air Forces, and both Mr. and Mrs. Elgie are currently buried in the Riverside National Cemetery. Mr. and Mrs. Elgie resided on the property until 1973. No occupancy information is provided in City directories between 1973- 1997. In 1998, Clifton R. Cole acquired the property. (See Continuation Sheet 3 of 3.) B11. Additional Resource Attributes: (List attributes and codes) *1312. 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: Leslie Heumann/ChattelInc. *Date of Evaluation: October29, 2020 (This space reserved for official comments.) Sketch Map Young -Keeler House 1805 North Louise Street ay f TRAC I 6 } t n TRACT. IS � 19 p 13 i IE II e ® i KtlSTREET .a } a ,� DPR 523B (1/95) 25C-312 *Required information State of California— The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI # CONTINUATION SHEET Trinomial *Recorded by Pedro Gomez *B10. Significance (continued): *Date October29, 20200 Continuation ❑ Update Since the second half of the twentieth century, the neighborhood in which the Young -Keeler House is located has been known as West Floral Park. Bounded by Santiago Creek on the north, West Seventeenth Street on the south, North Flower Street on the east and North Bristol Street on the west, this residential area largely developed after 1947. Prior to that time, the area was primarily agricultural, and other than Flower Street, which was improved with houses during the 1920s and 1930s, contained only a handful of residences on Baker and Bristol Streets, the City Water Works pumping plant at 2315 North Bristol Street, and the Animal Shelter and City/County Pound at 2321 North Bristol Street. Between 1947 and 1950, around two dozen homes were constructed on Baker, Olive, Towner, and Westwood Streets. Construction boomed throughout the neighborhood during the 1950s, with the California Ranch emerging as the favored residential style. The Young -Keeler House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1 for embodiment of the distinguishing characteristics of the Ranch House style. It is also notable for its association with the prominent Santa Ana builder and developer team of Roy Russell and Son. Additionally, the house has been categorized as "Contributive" because it "has a distinctive architectural style and quality" representing the Ranch House style in Santa Ana (Santa Ana Municipal Code, Section 30-2.2). Character -defining features of the Young -Keeler House include, but may not be limited to: materials and finishes (brick, stucco, horizontal wood board lapped siding, and board -and -batten siding), moderately pitched side -gabled roof design, wide open eaves with exposed rafters, decorative pointed eave extensions; wood porch supports with triangular braces, and fenestration (diamond- and multi -pane hung, tripartite, and casement windows where extant), and architectural detailing (shutters). *B12. References (continued): Ancestry.com. California, Death Index, 1940-1997 [database on-line]. Provo, UT, USA: Ancestry.com Operations Inc, 2000. Ancestry.com. 1930 United States Federal Census [database on-line]. Provo, UT, USA: Ancestry.com 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. corn (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. Whiffen, 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 DPR 523L 25^-313 MILLS ACT AGREEMENT 1805 North Louise 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 26C-314 MILLS ACT AGREEMENT 1805 North Louise 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 fixture, the essential form and integrity of the structure would be unimpaired. 25C-315 REQUEST FOR Historic Resources Commission Action HISTORIC RESOURCES COMMISSION MEETING DATE: OCTOBER 29, 2020 TITLE: PUBLIC HEARING — HISTORIC RESOURCES COMMISSION APPLICATION NO. 2020-11, HISTORIC REGISTER CATEGORIZATION NO. 2020-10, AND HISTORIC PROPERTY PRESERVATION AGREEMENT NO. 2020-13 FOR PROPERTY LOCATED AT 1805 NORTH LOUISE STREET Prepared by Pedro Gomez, AICP EXHIBIT 18 HISTORIC RESOURCES COMMISSION SECRETARY APPROVED ❑ As Recommended ❑ As Amended ❑ Set Public Hearing For CONTINUED TO Executive Director Plan Manager RECOMMENDED ACTION 1. Adopt a resolution approving Historic Resources Commission Application No. 2020-11 and Historic Register Categorization No. 2020-10 (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 Timothy J. and Jeanice S. Barker, subject to non -substantive changes approved by the City Manager and City Attorney (Exhibit 2). Request of Applicant Timothy J. and Jeanice S. Barker are requesting approval to designate an existing residence located at 1805 North Louise 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 Louise Street in the West Floral Park neighborhood. The site consists of a 1,738-square-foot, Ranch House residence and detached garage on a 7,475-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 Santa Ana Municipal Code (SAMC). This project entails applying the selection criteria 25C-316 HRCA No. 2020-11, HRC No. 2020-10, HPPA No. 2020-13 October 29, 2020 Page 2 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 66 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 Young -Keeler House, is located within the West Floral Park neighborhood boundaries and has distinctive architectural features of the Ranch House style. The residence was built in 1954 by local prominent builder Roy Roscoe Russell. In the late 1920s and 1930s, Russell continued to develop the groves of West Floral Park. In the early post World War II years, West Floral Park continued its development as numerous, smaller, single- family houses were built. Another developer and builder credited with development of parts of West Floral Park was Allison Honer, credited as the subdivider and builder of a major portion of northwest Santa Ana. Asymmetrical in design, the house exhibits a strong horizontal emphasis expressed through a long roof ridge running parallel to the front fagade, and features a moderately pitched side - gabled roof design with a single hipped extension along the front, and two front -facing gable extensions at the rear (east) elevation. The roof design exhibits wide open eaves with exposed rafters along the front (west) and rear (east) elevations and features side -gabled ends with decorative pointed eave extensions along the side (north and south) elevation. The exterior of the house is clad in a combination of brick, smooth stucco, horizontal wood board lapped siding, and board -and -batten siding. Located off -center and sheltered under the main roof, the entry is characterized by board -and -batten siding, a brick veneer base, and simple wood porch supports with triangular braces to each side. The entry features a wood door with a large window pane with crisscross pattern design, as well as wood casement windows with multiple lights. The front (west) elevation, south of the entry, is characterized by the gabled extension that features a large tripartite picture window, with the crisscross pattern design and a large central pane, as well as additional wood casement windows with multiple lights. Along the north, south, and east elevation, the building incorporates a series of wood windows, including six -over -six and horizontal pane sashes, and a tripartite with a multiple light central pane and horizontal edge panes. An exterior brick chimney located along the rear (east) elevation rises above the roof ridgeline. Character -defining features of the Young -Keeler House include, but may not be limited to: materials and finishes (brick, stucco, horizontal wood board lapped siding, and board -and - batten siding); moderately pitched side -gabled roof design; wide open eaves with exposed rafters; decorative pointed eave extensions; wood porch supports with triangular braces; and 25C-317 HRCA No. 2020-11, HRC No. 2020-10, HPPA No. 2020-13 October 29, 2020 Page 3 fenestration (multi -pane hung, tripartite, and casement windows where extant); and architectural detailing (crisscross pattern design). The Young -Keeler House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion No. 1 for embodiment of the distinguishing characteristics of the Ranch House style. It is also notable for its association with prominent Santa Ana builder and developer, Roy Russell. Additionally, the house has been categorized as "Contributive" because it "has a distinctive architectural style and quality" representing the Ranch House style in Santa Ana. 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 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 West 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. 25C-318 HRCA No. 2020-11, HRC No. 2020-10, HPPA No. 2020-13 October 29, 2020 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/ER No. 2020-74 will be filed for this project. Pedro omez, IC Associa a Planner PG:sb SAHistoric Resources Commission\2020\10-29-20\1805 N Louise Street- Young -Keeler House\ Staff Report- 1805 N. Louise Street Exhibits 1 — Resolution 2 — Mills Act Agreement 3 — 500-Foot Radius Map 25C-319 FREE RECORDING PURSUANT TO GOVERNMENT CODE § 27383 RESOLUTION NO. 2020-xx A RESOLUTION OF THE HISTORIC RESOURCES COMMISSION OF THE CITY OF SANTA ANA APPROVING HISTORIC RESOURCES COMMISSION APPLICATION NO. 2020-11 TO PLACE THE PROPERTY LOCATED AT 1805 NORTH LOUISE STREET, SANTA ANA, ON THE HISTORICAL REGISTER AND APPROVING HISTORIC REGISTER CATEGORIZATION NO. 2020-10 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 29, 2020, 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. 2020-11) and categorization (Historic Resources Commission Categorization No. 2020-10) of the Young -Keeler House located at 1805 North Louise Street, Santa Ana. B. The Young -Keeler House has distinctive architectural features of the Ranch House style and was built in 1954. C. The Young -Keeler House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion No. 1 for embodiment of the distinguishing characteristics of the Ranch House style. It is also notable for its association with prominent Santa Ana builder and developer, Roy Russell. Additionally, the house has been categorized as "Contributive" because it "has a distinctive architectural style and quality" representing the Ranch House style in Santa Ana. Character -defining features of the Young -Keeler House include, but may not be limited to: materials and finishes (brick, stucco, horizontal wood board lapped siding, and board - and -batten siding); moderately pitched side -gabled roof design; wide open eaves with exposed rafters; decorative pointed eave extensions; wood porch supports with triangular braces; and fenestration (multi -pane hung, tripartite, and casement windows where extant); and architectural detailing (crisscross pattern design). D. The legal owners of the property are Timothy J. and Jeanice S. Barker. 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. 25C-320 FREE RECORDING PURSUANT TO GOVERNMENT CODE § 27383 F. The subject property meets the 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 historical resources. Categorical Exemption No. ER-2020-74 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. 2020-11 to place the Young -Keeler House located at 1805 North Louise Street, Santa Ana, 92706 on the historical register, and B. Historic Register Categorization No. 2020-10 placing the Young -Keeler House located at 1805 North Louise 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 291h day of October, 2020. Alberta Christy Chairperson 25C-321 FREE RECORDING PURSUANT TO GOVERNMENT CODE § 27383 APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: Lisa Storck Assistant City Attorney AYES: Commission NOES: Commission members ABSTAIN: Commission NOT PRESENT: Commission CERTIFICATE OF ATTESTATION AND ORIGINALITY I, SARAH BERNAL, Historic Resources Commission Secretary, do hereby attest to and certify the attached Resolution No. 2020-xx to be the original resolution adopted by Historic Resources Commission of the City of Santa Ana on October 29, 2020. Date: Commission Secretary City of Santa Ana 25C-322 FREE RECORDING PURSUANT TO GOVERNMENT CODE § 27383 LEGAL DESCRIPTION APN Address Legal Description Owner Names 399-081-12 1805 North Louise Street LOT 1 OF TRACT 1739, IN Timothy J. and THE CITY OF SANTA ANA, Jeanice S. COUNTY OF ORANGE, Barker STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 51, PAGES 42 AND 43 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, EXCEPTING THEREFROM THE SOUTHERLY 2 FEET. 25C-323 MILLS ACT AGREEMENT 1805 North Louise 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"), and Timothy James Barker and Jeanice Shelby Barker, husband and wife as joint tenants, (hereinafter collectively referred to as "Owner"), owner of real property located at 1805 North Louise 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 1805 North Louise 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. 2SC-324 MILLS ACT AGREEMENT 1805 North Lonise Street Santa Ana, CA 92706 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 November 18, 2020, 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 "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. 25C-325 MILLSACTAGREEMENT 1805 North Louise Street Santa Ana, CA 92706 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 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 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 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 2SC-326 MILLS ACT AGREEMENT 1805 North Louise Street Santa Ana, CA 92706 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. Owner hereby subjects the Historic Property, located at 1805 North Louise Street, Assessor Parcel Number, 399-081-12, 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 Property. Every contract, deed, or other instrument hereinafter executed, covering or conveying 25e-327 MILLS ACT AGREEMENT 1805 North Louise Street Santa Ana, CA 92706 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: Timothy J. and Jeanice S. Barker 1805 North Louise 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. 2SC-328 MILLS ACT AGREEMENT 1805 North Louise 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 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 detennine 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 Cotmty 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 in Section 1. {Signature page follows) 25C-329 ATTEST: DAISY GOMEZ Clerk of the Council I,_]ti%\ID Date: Date: APPROVED AS TO FORM: SONIA CARVALHO City Attorney BY: LISA STORCK Assistant City Attorney MILLS ACT AGREEMENT 1805 North Louise Street Santa Ana, CA 92706 CITY OF SANTA ANA KRISTINE RIDGE City Manager By: TIMOTHY BARKER By: JEANICE S. BARKER RECOMMENDED FOR APPROVAL: MINH THAI Executive Director Planning and Building Agency 23C-330 MILLS ACT AGREEMENT 1805 North Louise Strcet Santa Ana, CA 92706 EXHIBIT A LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: LOT 1 OF TRACT 1739, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 51, PAGES 42 AND 43 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, EXCEPTING THEREFROM THE SOUTHERLY 2 FEET. Assessor's Parcel Number: 399-081-12 25 C-331 t F �' � lip •_- I f .Yii[)r ■ {1 ,�''Y9b� Ci II am + oly t A l pf E7 {� I< � ` Y s aid YIN ry g. 500' RADIUS HRC 2020-10/ HRCA 2020-11/ HPPA 2020-13 1805 NORTH LOUISE STREET YOUNG-KEELER HOUSE PLANNING AND BUILDING AGENCY 25C-332 EXECUTIVE SUMMARY Young -Keeler House 1805 North Louise Street Santa Ana, CA 92706 NAME Young -Keeler House REF. NO. ADDRESS 1805 North Louise Street CITY Santa Ana ZIP 1 92706 ORANGE COUNTY YEAR BUILT 1954 LOCAL REGISTER CATEGORY: Contributive HISTORIC DISTRICT N/A NEIGHBORHOOD West Floral Park CALIFORNIA REGISTER CRITERIA FOR EVALUATION C/3 CALIFORNIA REGISTER STATUS CODE 5S3 Location: ❑ Not for Publication ® Unrestricted ❑ Prehistoric ® Historic ❑ Both ARCHITECTURAL STYLE: Ranch House Widely published in Sunset and House Beautiful magazines, the Ranch House dominated post -World War II residential expansion and represented the most popular house form in the United States from the 1950s through 1970s. The Ranch House originated in the 1930's designs of Southern California architect Cliff May, who sought to reinvent the west's vernacular housing traditions by combining the form and massing of the traditional ranch house with a modernist's concern for informality, expressed in materials and plan, and indoor -outdoor integration. While the style includes several variants, a basic set of character -defining features applies to most examples. In form and massing, the style evokes a sprawling ranch that developed over time, with a central block extended by wings of varying roof heights. Generally L-shaped or U-shaped in plan, the Ranch House typically has a one-story profile with strong horizontal emphasis expressed through a low pitched or flat roof with wide overhanging eaves. Asymmetrical in design, the Ranch House is often sheathed in and accented with rustic materials such as board -and -batten siding, high brick foundations, art stone, and wood shake roofs. Indoor -outdoor integration is achieved through the use of recessed or extended porches, set low to the ground, and the generous use of large picture, ribbon, or corner windows. Window detailing can include wood frames, decorative shutters, and diamond -patterned muntins. Ornamentation includes rusticated elements, such as carved porch supports and exposed rafters, uneven rakes and flared eaves, and faux dove cotes and bird houses. SUMMARYICONCLUSION: The Young -Keeler House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1 for embodiment of the distinguishing characteristics of the Ranch House style. It is also notable for its association with prominent Santa Ana builder and developer, Roy Russell. Additionally, the house has been categorized as "Contributive" because it "has a distinctive architectural style and quality" representing the Ranch House 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: 1t 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. 25C-333 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 e name(s) or number (assigned by recorder) Young -Keeler 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 1805 North Louise Street City: Santa Ana Zip: 92706 *e. Other Locational Data: Assessor's Parcel Number 399-081-12 *P3a. Description: (Describe resource and its major elements. Include design, materials, condition, alterations, size, setting, and boundaries) Located in West Floral Park, this is a one-story single-family residence on a modest sized parcel, sited with a modest setback and constructed in a Ranch House style. A detached garage is located a few feet behind (east do the north end of the rear (east) elevation of the residence. Asymmetrical in design, the house exhibits a strong horizontal emphasis expressed through a long roof ridge running parallel to the front fagade, and features a moderately pitched side -gabled roof design with a single hipped extension along the front, and two front -facing gable extensions at the rear (east) elevation. The roof design exhibits wide open eaves with exposed rafters along the front (west) and rear (east) elevation and features side -gabled ends with decorative pointed eave extensions along the side (north and south) elevation. The exterior of the house is clad in a combination of brick, smooth stucco, horizontal wood board lapped siding, and board -and -batten siding. Located off -center and sheltered under the main roof, the entry is characterized by board -and -batten siding, a brick veneer base, and simple wood porch supports with triangular braces to each side. The entry features a wood door with a large windowpane with crisscross pattern design, as well as wood casement windows with multiple lights. The front (west) elevation, south of the entry, is characterized by the gabled extension that features a large tripartite picture window, with the crisscross pattern design and a large central pane, as well as additional wood casement windows with multiple lights. Along the north, south, and east elevation, the building incorporates a series of wood windows, including six -over -six and horizontal pane sashes, and a tripartite with a multiple light central pane and horizontal edge panes. An exterior brick chimney located along the rear (east) elevation rises above the roof ridge/ine. The property is landscaped with a lawn, low vegetation and signie concerete walkway leading towards the front entry. *133b. 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) West elevation, view east September2020 *P6. Date Constructed/Age and Sources: ■historic 19541 City of Santa Ana Building Permits W. Owner and Address: Tim and Jeanice Barker 1805 North Louise Street Santa Ana, CA 92706 *P6. Recorded by: Pedro Gomez, City of Santa Ana 20 Civic Center Plaza M-20 Santa Ana, CA 92702 *P9. Date Recorded: October 29, 2020 *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 ❑District Record ❑Linear Feature Record ❑Milling Station Record OArtifact Record ❑Photograph Record ❑ Other (I DPR 523A (1195) z��334 C ❑Rock Art Record *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 -t<esourcemameorrf: Young-neerernuusu B1. Historic Name: Young -Keeler House B2. Common Name: Same B3. Original Use: Single-family Residence B4. Present Use: Single-family Residence *B5. Architectural Style: Ranch House *136. Construction History: (Construction date, alterations, and date of alterations): April 2, 1954. Constructed. $14,000. May 29, 1964, Private swimming pool for Robert Elgie by Anthony Pools. $2,400. June 6, 1968. Water heater. August 17, 1970. Extend existing fence by R.E. Elgie. $428. *B7. Moved? ■No ®Yes ❑Unknown Date: Original location: *138. Related Features: None. B9a. Architect: Unknown b. Builder: Roy Russell *1310. Significance: Theme Residential Architecture Area Santa Ana Period of Significance: 1954 Property Type: Single-family Residence Applicable Criteria: C13 (Discuss importance in terms of historical or architectural context as defined by theme, period, and geographic scope. Also address integrity) The Young -Keeler House is architecturally significant as a characteristic example of the Neoclassical style. This house was originally constructed in 1954, by prominent builder Roy Roscoe Russell. In the late 1920s and 1930s, Roy Russell continued developing the groves of Floral Park, including an early 1928 subdivision of Victoria Drive between West Nineteenth Street and West Santa Clara Avenue. The first residents of the property were Claude E. and Hazel Young who purchased the property soon after construction was complete. Mr. and Mrs. Young resided in the property until 1962 when it was sold to Marshall and Josephine Keeler, Mr. Keeler was a 'public-spirited and progressive citizen" of Santa Ana, worked as a salesman for Smart and Final wholesale grocery company, was the Vice President of the City Board of Education, Director of Crippled Children's Relief Association of Orange County, director of Community Chest of Santa Ana and Tustin, and a member of the Santa Ana Rotary club, and held office of secretary of the Santa Ana Masonic Temple Association (Santa Ana Register, October 18, 1926).The property was sold to Robert E. and Maxine E. Elgie in 1964. Mr. Elgie was a SSGT in the US Army Air Forces and both Mr. and Mrs. Elgie are currently buried in the Riverside National Cemetery. Mr, and Mrs. Elgie resided on the property until 1973. No occupancy information is provided in City directories between 1973-1997. In 1998, Clifton R. Cole acquired the property. (See Continuation Sheet 3 of 3.) B11. Additional Resource Attributes: (List attributes and codes) *1312. 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 Heumann/Chattel inc. *Date of Evaluation: October 29, 2020 (This space reserved for official comments.) Sketch Map Young -Keeler House 1805 North Louise Street 6F r 1 p. ° O081 6& U» rRacr^5 feAGT A m 8 w� m t ie v n* a x Qa y s aSTREfr +R DPR 523B (1195) 25C-335 *Required Information State of California— The Resources Agency Primary # DEPARTMENT OF, PARKS AND RECREATION HRI # CONTINUATION SHEET Trinomial Page 3 of 3 Resource Name: Young -Keeler House *Recorded by Pedro Gomez *Date October 29, 2020 ❑k Continuation ❑ Update *B10. Significance (continued): The Young -Keeler House is located in West Floral Park, a neighborhood northwest of downtown Santa Ana bounded by West Seventeenth Street, North Bristol Street, North Flower Street, and West Riviera Drive. In 1910, father and son John B. and Merle Ramsey, who had come to Santa Ana in 1902 and subsequently set up business as plaster contractors, purchased fifteen acres of the ranch from a Mr. Talcott. By that time, the adobe had been replaced by the present house, estimated to have been built circa 1895 (Cultural Heritage Inventory, 1983). A barn with an attached bunkhouse was located west of the house (approximately where Westwood Avenue runs today). The Ramsey's began tending the orange and walnut trees already on half of the acreage, and planted additional walnut trees and apricot trees on the vacant land. They also developed the "Ramsey Apple" by grafting cuttings from their home in Ohio onto California rootstock. At the time of the Ramsey's purchase, the ranch, although located within the city limits of Santa Ana, was `far out in the country," reached via dirt roads, with no nearby neighbors. The location of the property was understood to be the vicinity of Baker and Seventeenth. In 1921, father and son divided the property, with the father keeping the rear portion for farming and son taking the front in order to take advantage of the expanding residential area of Santa Ana by building houses. City directories in the 1930s list the address of John Ramsey as 1901 North Baker Street and of Merle Ramsey as 1101 West Seventeenth Street. Westwood Avenue north of Seventeenth, however, was not developed until the post -World War ll period, and the first building permit with the current address was recorded in 1948. Merle Ramsey recalled his life on the A. T. Bates ranch in This Was Mission County: Reflections in Orange of Merle and Mabel Ramsey, published in 1973, and noted that the house remained exactly where it had been, only surrounded by streets and houses. Ramsey also recalled unearthing several Native American artifacts on the property, most notably two stone pots discovered when they installed an irrigation system. Since the second half of the twentieth century, the neighborhood in which the A. T. Bates Ranch House is located has been known as West Floral Park. Bounded by Santiago Creek on the north, West Seventeenth Street on the south, North Flower Street on the east and North Bristol Street on the west, this residential area largely developed after 1947. Prior to that time, the area was primarily agricultural, and other than Flower Street, which was improved with houses during the 1920s and 1930s, contained only a handful of residences on Baker and Bristol Streets, the City Water Works pumping plant at 2315 North Bristol Street, and the Animal Shelter and City/County Pound at 2321 North Bristol Street. Between 1947 and 1950, around two dozen homes were constructed on Baker, Olive, Towner, and Westwood Streets. Construction boomed during the 1950s, and the California Ranch. The Young -Keeler House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1 for embodiment of the distinguishing characteristics of the Ranch House style. It is also notable for its association with prominent Santa Ana builder and developer, Roy Russell. Additionally, the house has been categorized as "Contributive"because it "has a distinctive architectural style and quality" representing the Ranch House style in Santa Ana (Santa Ana Municipal Code, Section 30-2.2). Character -defining features of the Young -Keeler House include, but may not be limited to: materials and finishes (brick, stucco, horizontal wood board lapped siding, and board -and -batten siding); moderately pitched side -gabled roof design; wide open eaves with exposed rafters; decorative pointed eave extensions; wood porch supports with triangular braces; and fenestration (multi -pane hung, tripartite, and casement windows where extant); and architectural detailing (crisscross pattern design). *B12. References (continued): Ancestry.com. California, Death Index, 1940-1997 [database on-line]. Provo, UT, USA: Ancestry.com Operations Inc, 2000. Ancestry.com. 1930 United States Federal Census [database on-line]. Provo, UT, USA: Ancestry.com Operations Inc, 2002. Harris, Cyril M. American Architecture: An Illustrated Encyclopedia. New York, KW 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. Whiffen, 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: 68; Enumeration District: 0080; FHL microfilm: 2339917 DPR 523L 2 rJ C -336 MILLSACTAGREEMENT 1805 North Louise 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: 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 2SC-337 MILLS ACT AGREEMENT 1809 North Louise 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. 25C-338 EXHIBIT 19 MILLS ACT AGREEMENT 2606 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"), and Elliot Cossaboom and Carol Yvette Cossaboom, Spouses as Joint Tenants, (hereinafter collectively referred to as "Owner"), owners of real property located at 2606 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 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 2606 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. 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. 26C-339 MILLS ACT AGREEMENT 2606 North Flower Street Santa Ana, CA 92706 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 November 18, 2020, 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 "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. 26C-340 MILLS ACT AGREEMENT 2606 North Flower Street Santa Ana, CA 92706 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 umepaired 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 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 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 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 2SC-341 MILLS ACT AGREEMENT 2606 North Flower Street Santa Ana, CA 92706 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. Owner hereby subjects the Historic Property, located at 2606 North Flower Street, Assessor Parcel Number, 001-244-25, 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 Property. Every contract, deed, or other instrument hereinafter executed, covering or conveying 2dC-342 MILLS ACT AGREEMENT 2606 North Flower Street Santa Ana, CA 92706 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. S. 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: Elliot Cossaboom and Carol Yvette Cossaboom 2606 North 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 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. 25C-343 MILLS ACT AGREEMENT 2606 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 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 in Section 1. {Signature page follows} 26C-344 ATTEST: DAISY GOMEZ Clerk of the Council OWNER Date: Date: APPROVED AS TO FORM: SONIA CARVALHO City Attorney By: 7g'. -f.L JOH NI. FUNK Assistant City Attorney MILLSACTAGREEMENT 2606 North Flower Street Santa Ana, CA92706 CITY OF SANTA ANA KRISTINE RIDGE City Manager By: ELLIOT COSSABOOM By: CAROL YVETTE COSSABOOM RECOMMENDED FOR APPROVAL: MINH THAI Executive Director Planning and Building Agency 26C-345 MILLS ACT AGREEMENT 2606 North Flower Street Santa Ana, CA 92706 EXHIBIT A LEGAL DESCRIPTION the real property in the City of Santa Ana, County of Orange, State of California, described as: THAT PORTION OF THE NORTH 50.00 FEET OF THE SOUTH 100.00 FEET, MEASURED ALONG THE EAST LINE, OF LOT 10 OF THE POTTS, BORDEN AND SIDWELL TRACT, AS PER MAP RECORDED IN BOOK 4 PAGE 624, OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF LOS ANGELES COUNTY, CALIFORNIA, LYING EAST OF TRACT NO. 1824, AS PER MAP RECORDED IN BOOK 53 PAGES 10 AND 11 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THE WEST 35.00 FEET THEREOF. ALSO EXCEPT THE EAST 40.00 FEET THEREOF Assessor's Parcel Number: 001-244-25 26C-346 EXECUTIVE SUMMARY M. W. PETERSON HOUSE 2606 North Flower Street Santa Ana, CA 92706 NAME M. W. Peterson House REF. NO. ADDRESS 2606 North Flower Street CITY Santa Ana ZIP 1 92706 ORANGE COUNTY YEAR BUILT 1927 LOCAL REGISTER CATEGORY: Contributive HISTORIC DISTRICT N/A NEIGHBORHOOD I Morrison/Eldridge Park CALIFORNIA REGISTER CRITERIA FOR EVALUATION 3 CALIFORNIA REGISTER STATUS CODE 5SI Location: ❑ Not for Publication ® Unrestricted ❑ Prehistoric ® Historic ❑ Both ARCHITECTURAL STYLE: Colonial Revival The most universal of all American domestic building styles, the 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 M. W. Peterson House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1 for its exemplification of the distinguishing characteristics of the 1920s Colonial Revivalstyle. Additionally, the house has been categorized as "Contributive" because it "contributes to the overall character and history" of the Morrison/Eldridge Park neighborhood and, as an intact and characteristic example of a 1920s Colonial Revival style home, "is a good example of period architecture" (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. • California Register Status Code: (From California Office of Historic Preservation, December 8, 2003.) 5S1: Individual property that is listed or designated locally. 25C-347 -The Resources DEPARTMENT OF PARKS AND RECREATION HRI # PRIMARY RECORD Trinomial NRHP Status Other Listings Review Code Reviewer Date urce name(s) or P1. Other Identifier: *P2. Location: ❑Not for Publication ■Unrestricted *a. County Orange County *b. USGS 7.5' Quad TCA 0054 Date: *c. Address 2606 North Flower Street City Santa Ana Zip 92706 *e. Other Locational Data: Assessor's Parcel Number 001-244-25 *133a. Description: (Describe resource and its major elements. Include design, materials, condition, alterations, size, setting, and boundaries.) Simplicity and near symmetry identify the Colonial Revival inspiration for this one-story cottage. Side -gabled, the roof has shallow eaves. Narrow clapboard sheathes the residence. Louver vents pierce the gable ends. The focal point of the design is the central entry, announced by a front -gabled hood supported on decoratively carved brackets. A twelve -light fixed sash window south of the entry may have been a replacement, its bracketed ledge at the sill level and a scalloped surround are more typical of later decades. North of the entry, a pair of double -hung sash windows display a Craftsman influence in the arrangement of muntins in the upper sashes. Slightly extended lintels also suggest the Craftsman style. A one-story, front - gabled and clapboard garage is located in the rear of the property. Attractively landscaped and bordered by a non -original but compatible white picket fence, the property is substantially unaltered. *P3b. Resource Attributes: (list attributes and codes) HP2. Single-family Property *P4. Resources Present: ■Building ❑Structure ❑Object ❑Site ❑District ❑Element of District ❑Other P5b. Photo: (view and date) East elevation November2006 *P6. Date Constructed/Age and Sources: ■historic 1927/City of Santa Ana Building Permits *P7. Owner and Address: Rory G. Tompoles 2606 N. Flower Street Santa Ana, CA 92706 *P8. Recorded by: L. Neumann and D. Howell-Ardila Sapphos Environmental, Inc. 133 Martin Alley Pasadena, California 91105 *P9. Date Recorded: December 1, 2006 *P10. Survey Type: Intensive Survey Update *P11. Report Citation: (Cite survey report and other sources, or enter "none") None. *Attachments: DNone ❑Location Map ❑Sketch Map EContinuation Sheet ■Building, Structure, and Object Record ❑Archaeological Record ❑District Record DLinear Feature Record ❑Milling Station Record ❑Rock Art Record ❑Artifact Record 0Photograph Record 0 Other (list) DPR 523A (1/95) 2 5 C -34 Q *Required information State of California — The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI# BUILDING, STRUCTURE, AND OBJECT RECORD Page 2 of 4 *CHR Status Code 5S1 *Resource Name or #: M. W Peterson House B1. Historic Name: M. W Peterson House B2. Common Name: Same B3. Original Use: Single-family Residence B4. Present Use: Single-family Residence *B5. Architectural Style: Colonial Revival *B6. Construction History: (Construction date, alterations, and date of alterations): Constructed in 1927 February 23, 1927. Residence and garage, $3000. April 4, 1949. Termite work. December 17, 2001. Reroof single family dwelling and garage. Tear off wood shingles and apply composition. *B7. Moved? ❑No ❑Yes ■Unknown Date: Original Location: *B8. Related Features: Garage. B9a. Architect: Unknown b. Builder: Unknown *13110. Significance: Theme Residential Architecture Area Santa Ana Period of Significance: Circa 1917-1956 Property Type: Single-family Residence Applicable Criteria: NR. Cl- CR. 3 (Discuss importance in terms of historical or architectural context as defined by theme, period, and geographic scope. Also address integrity) The M. W Peterson House is architecturally significant as an intact and representative example of a 1920s Colonial Revival style residence and is historically notable as one of a handful of pre World War ll homes in the immediate vicinity. The house and garage were built in 1927 for Milton W Peterson and his wife, Mildred. Peterson was a barber whose shop, Warren and Peterson, was located at 406 East Fourth Street. The Petersons remained in the house until the early 1930s. In 1936, James T and Margaret K. Workman lived at this address, Mr. Workman was a deputy sheriff. Beginning in 1940 and continuing until at least 1952, this was the home of Marian K. Libby, a teacher at Willard School. (See Continuation Sheet 3 of 4.) B11. Additional Resource Attributes: (List attributes and *13112. 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: *1314. Evaluator: Leslie J. Neumann *Date of Evaluation: December 1, 2006 (This space reserved for official comments.) DPR 523E (1195) *Required information 25C-349 State of California The Resources Agency Primary It I DEPARTMENT OF PARKS AND RECREATION HRI It CONTINUATION SHEET Trinomial Df 4 Resource Name or# (Assigned by recorder) M. W Peterson House by Leslie J. Neumann and Deborah Howell-Ardila *Date December 1, 2006 ❑x Continuation ❑ Update *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 around the city center. Agricultural uses predominated in the outlying areas, with cultivated fields and orchards dotted with widely scattered farmhouses. The M. W Peterson House is located in north Santa Ana, in the Morrison/Eldridge Park neighborhood. An irregularly shaped area straddling North Flower Street, Morrison/Eldridge Park is bounded by the Garden Grove (22) and the Santa Ana (5) freeways on the north and east, Sharon Road and Memory Lane on the south, and North Bristol Street on the west. With the primary exception of the 2600 block of North Flower Street, this area remained unsubdivided and presumably agricultural through World War 11. According to the city directories and early maps, North Flower ended at Seventeenth Street until around 1915, when six homes were noted north of Seventeenth, including three north of Santiago Creek. By 1920, there were nine homes, including one (2610, later numbered 2620), in what would become the Morrison/Eldridge Park neighborhood. Construction of three additional homes on the 2600 block occurred between 1925 and 1930. Beginning with a handful of homes constructed on newly laid out streets in the first few years of the 1950s, the area exploded in the mid 1950s with the building of tracts of homes in the California Ranch style. Home building in the neighborhood tapered off in the 1960s and ended around 1972. The M. W Peterson House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1 for its exemplification of the distinguishing characteristics of the 1920s Colonial Revival style. Typical stylistic features illustrated by the house include its symmetrical, side -gabled configuration and prominently hooded entry. Additionally, the house has been categorized as "Contributive"because it `contributes to the overall character and history" of the Morrison/Eldridge Park neighborhood and, as an intact and characteristic example of a 1920s Colonial Revival style home, `is a good example of period architecture." Character -defining exterior features of the M. W Peterson House that should be preserved include, but may not be limited to, materials and finishes (clapboard), roof configuration and detailing, massing, original windows and doors and their surrounds where extant, entry, and architectural details such as the entry hood and attic vents. *1312. References (continued): Harris, Cyril M. American Architecture: An Illustrated Encyclopedia. New York, WIN 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. Orange County Plat Maps, 1912. Thomas Brothers Maps of Orange County, 1957, 1964, and 1969. Santa Ana and Orange County Directories, 1905-1962. DPR 523L 25C-350 State of California The Resources Agency Primary # I DEPARTMENT OF PARKS AND RECREATION HRI # CONTINUATION SHEET Trinomial Dr v Kesource Name or;; (Assigned Dy record by Leslie J. Neumann and Deborah Howell-Ardila *Date December 1, 2006 P5b. Photo: Garage and south elevation, November 2006 0 Continuation ❑ Update DPR 523L 25C-351 MILLS ACT AGREEMENT 2606 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. 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 size, scale, color, material and character of the property, neighborhood, or environment. 26C-352 MILLS ACT AGREEMENT 2606 North Flower Street Santa Ana, CA 92706 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. 25C-353 EXHIBIT 20 REQUEST FOR a Historic Resources Commission Action' HISTORIC RESOURCES COMMISSION MEETING DATE: OCTOBER 29, 2020 TITLE: HISTORIC PROPERTY PRESERVATION AGREEMENT NO. 2020-14 (MILLS ACT) FOR THE PROPERTY LOCATED AT 2606 NORTH FLOWER STREET Prepared by Jill Arabe, AICP HISTORIC RESOURCES COMMISSION SECRETARY APPROVED ❑ As Recommended ❑ As Amended ❑ Set Public Hearing For CONTINUED TO /� �r � Y� Executive Director Plannin nagE 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 Elliot Cossaboom and Carol Yvette Cossaboom for the property located at 2606 North Flower Street, subject to non -substantive changes approved by the City Manager and City Attorney (Exhibit 1). Request of Applicant Elliot and Carol Cossaboom are requesting approval to execute a Mills Act Agreement with the City of Santa Ana at an existing residence located at 2606 North Flower Street that is currently listed on the Santa Ana Register of Historical Properties. Project Location and Site Description The subject property, known as the M. W. Peterson House, consists of an existing one-story Colonial Revival style residence that is approximately 910 square feet in size on a 6,250-square-foot residential lot (Exhibit 2). The home was added to the Santa Ana Register of Historical Properties in 2007 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. 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 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 25C-354 HPPA No. 2020-14 October 29, 2020 Page 2 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 In 2007, the Historic Resources Commission placed the M.W. Peterson House on the historical register and within the Contributive category. Character -defining features of the M.W. Peterson House determined architecturally significant included: materials and finishes (clapboard); roof configuration and detailing; massing; original windows and doors and theirsurrounds where extant; entry; and architectural details such as the entry hood and attic vents. The M.W. Peterson House qualified for listing under Criterion 1 of Sec. 30-2, of the Santa Ana Municipal Code (SAMC), in that it "is a good example of period architecture." Additionally, the house was categorized as Contributive because it "contributes to the overall character and history" of the Morrison/Eldridge Park neighborhood and is an intact and characteristic example of a 1920s Colonial Revival style home. 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-2020-70 will be filed for this project. elPnner � JA:sb SAHistoric Resources Commission\2020\10-29-20\2606 N. Flower Street\Staff Report - 2606 N Flower Street.docx Exhibits 1 - Mills Act Agreement 2 - 500' Radius Map 3 - Site Photos — 2606 N Flower Street 25C-355 MILLS ACT AGREEMENT 2606 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"), and Elliot Cossaboom and Carol Yvette Cossaboom, Spouses as Joint Tenants, (hereinafter collectively referred to as "Owner"), owners of real property located at 2606 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 Govermnent 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 2606 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. 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. ZSC-356 MILLS ACT AGREEMENT 2606 North Flower Street Santa Ana, CA 92706 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 November 18, 2020, 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 nomenewal. 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 "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. 25C-357 MILLSACTAGREEMENT 2606 North Flower Street Santa Ana, CA 92706 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, naively 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 terns 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 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 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 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 I/z) percent by Government Code Section 50286) of the current fair market value of the Z6-C-358 MILLS ACT AGREEMENT 2606 North Flower Street Santa Ana, CA 92706 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 terns 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 2606 North Flower Street, Assessor Parcel Number, 001-244-25, 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 Property. Every contract, deed, or other instrument hereinafter executed, covering or conveying 25`C-359 MILLSACTAGREEMENT 2606 North Flower Street Santa Ana, CA 92706 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: Elliot Cossaboom and Carol Yvette Cossaboom 2606 North 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 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. 2-6C-360 MILLS ACT AGREEMENT 2606 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 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. 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 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 in Section 1. {Signature page follows) 251C-361 ATTEST: DAISY GOMEZ Clerk of the Council OWNER Date: Date: APPROVED AS TO FORM: SONIA CARVALHO City Attorney By: LISA STORCK Assistant City Attorney MILLS A CT A GREEMENT 2606 North Flower Street Santa Ana, CA 92706 CITY OF SANTA ANA KRISTINE RIDGE City Manager By: ELLIOT COSSABOOM By: CAROL YVETTE COSSABOOM RECOMMENDED FOR APPROVAL: MINH THAI Executive Director Planning and Building Agency Z6 C-362 MILLS ACT AGREEMENT 2606 North Flower Street Santa Ana, CA 92706 EXIIIBIT A LEGAL DESCRIPTION the real property in the City of Santa Ana, County of Orange, State of California, described as: THAT PORTION OF THE NORTH 50.00 FEET OF THE SOUTH 100.00 FEET, MEASURED ALONG THE EAST LINE, OF LOT 10 OF THE POTTS, BORDEN AND SIDWELL TRACT, AS PER MAP RECORDED IN BOOK 4 PAGE 624, OF MISCELLANEOUS MAPS, 1N THE OFFICE OF THE COUNTY RECORDER OF LOS ANGELES COUNTY, CALIFORNIA, LYING EAST OF TRACT NO. 1824, AS PER MAP RECORDED IN BOOK 53 PAGES 10 AND 11 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THE WEST 35.00 FEET THEREOF. ALSO EXCEPT THE EAST 40.00 FEET THEREOF Assessor's Parcel Number: 001-244-25 25C-363 EXECUTIVE SUMMARY M. W. PETERSON HOUSE 2606 North Flower Street Santa Ana, CA 92706 NAME M. W. Peterson House REF. NO. ADDRESS 2606 North Flower Street CITY Santa Ana ZIP 1 92706 ORANGE COUNTY YEAR BUILT 1927 LOCAL REGISTER CATEGORY: Contributive HISTORIC DISTRICT N/A NEIGHBORHOOD I Morrison/Eldridge Park CALIFORNIA REGISTER CRITERIA FOR EVALUATION 3 CALIFORNIA REGISTER STATUS CODE 5S1 Location: ❑ Not for Publication ® Unrestricted ❑ Prehistoric ® Historic ❑ Both ARCHITECTURAL STYLE: Colonial Revival The most universal of all American domestic building styles, the 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 M. W. Peterson House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1 for its exemplification of the distinguishing characteristics of the 1920s Colonial Revivalstyle. Additionally, the house has been categorized as "Contributive" because it "contributes to the overall character and history" of the Morrison/Eldridge Park neighborhood and, as an intact and characteristic example of a 1920s Colonial Revival style home, "is a good example of period architecture" (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. • California Register Status Code: (From California Office of Historic Preservation, December 8, 2003.) 551; Individual property that is listed or designated locally. Exhibit B 25C-364 State of California — The Resources Agency Primary#_ DEPARTMENT OF PARKS AND RECREATION HRI# PRIMARY RECORD Trinomial NRHP Status Other Listings Review Code Reviewer Date e name(s) or number (assigned by recorder) M. W Peterson House P1. Other Identifier: *P2. Location: ❑Not for Publication ■Unrestricted *a. County Orange County *b. USGS 7.5' Quad TCA 0054 Date: *c. Address 2606 North Flower Street City Santa Ana Zip 92706 *a. Other Locational Data: Assessors Parcel Number 001-244-25 *P3a. Description: (Describe resource and its major elements. Include design, materials, condition, alterations, size, setting, and boundaries.) Simplicity and near symmetry identify the Colonial Revival inspiration for this one-story cottage. Side -gabled, the roof has shallow eaves. Narrow clapboard sheathes the residence. Louver vents pierce the gable ends. The focal point of the design is the central entry, announced by a front -gabled hood supported on decoratively carved brackets. A twelve -light fixed sash window south of the entry may have been a replacement, its bracketed ledge at the sill level and a scalloped surround are more typical of later decades. North of the entry, a pair of double -rung sash windows display a Craftsman influence in the arrangement of muntins in the upper sashes. Slightly extended lintels also suggest the Craftsman style. A one-story, front - gabled and clapboard garage is located in the rear of the property. Attractively landscaped and bordered by a non -original but compatible white picket fence, the property is substantially unaltered. *P3b. Resource Attributes: (list attributes and codes) HP2. Single-family Property *P4. Resources Present: ■Building ❑Structure ❑Object ❑Site ❑District ❑Element of District ❑Other A iII *P11. Report Citation: (Cite survey report and other sources, or enter "none") P5b. Photo: (view and date) East elevation November 2006 *P6. Date Constructed/Age and Sources: ■historic 1927/City of Santa Ana Building Permits *P7. Owner and Address: RoryG. Tompoles 2606 N. Flower Street Santa Ana, CA 92706 *P8. Recorded by: L. Neumann and D. Howell-Ardile Sapphos Environmental, Inc. 133 Martin Alley Pasadena, California 91105 *P9. Date Recorded: December 1, 2006 *P10. Survey Type: Intensive Survey Update None. *Attachments: ONone OLocation Map ❑Sketch Map ■Continuation Sheet oBuilding, Structure, and Object Record OArchaeological Record []District Record []Linear Feature Record []Milling Station Record []Rock Art Record ❑Artifact Record OPhotograph Record O Other (list) DPR 523A (1/95) 25C-365 *Required information State of California— The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI# BUILDING, STRUCTURE, AND OBJECT RECORD Page 2 of 4 *CHR Status Code 5S1 _Resource rvarne or*; wi. vv. rererson House B1. Historic Name: M. W. Peterson House B2. Common Name: Same B3. Original Use: Single-family Residence B4. Present Use: Single-family Residence *B5. Architectural Style: Colonial Revival *B6. Construction History: (Construction date, alterations, and date of alterations): Constructed In 1927 February 23, 1927. Residence and garage, $3000. April 4, 1949. Termite work. December 17, 2001. Reroof single family dwelling and garage. Tear off wood shingles and apply composition. *137. Moved? ❑No ❑Yes ■Unknown Date: Original Location; *68. Related Features: Garage. B9a. Architect: Unknown b. Builder: Unknown *B10. Significance: Theme Residential Architecture Area Santa Ana Period of Significance: Circa 1917-1956 Property Type: Single-family Residence Applicable Criteria: NR: C; CR:3 (Discuss importance in terms of historical or architectural context as defined by theme, period, and geographic scope. Also address Integrity) The M. W. Peterson House is architecturally significant as an intact and representative example of a 1920s Colonial Revival style residence and is historically notable as one of a handful of pre World War 11 homes in the immediate vicinity. The house and garage were built in 1927 for Milton W. Peterson and his wife, Mildred. Peterson was a barber whose shop, Warren and Peterson, was located at 406 East Fourth Street. The Petersons remained in the house until the early 1930s. In 1936, James T. and Margaret K. Workman lived at this address; Mr. Workman was a deputy sheriff. Beginning in 1940 and continuing until at least 1952, this was the home of Marian K. Libby, a teacher at Willard School. (See Continuation Sheet 3 of 4.) B1 1. Additional Resource Attributes: (List attributes and *B12. References: City of Santa Ana Building Permits Santa Ana History Room Collection, Santa Ana Public Library Sanborn Maps (See Continuation Sheet 3 of 4.) B13. Remarks: *B14. Evaluator: Leslie J. Neumann *Date of Evaluation: December 1, 2006 (This space reserved for official comments.) DPR 523B (1195) Sketch Map q (J OLA s>$ tjq S1.�o. -P 2606 N. Flower Street 001-244-25 h yso� so• w� ~ eo, *Required information 25C-366 Stateof California — TheResourcesAgency Primary# DEPARTMENT OF PARKS AND RECREATION HRI # CONTINUATION SHEET Trinomial of 4 Resource Name or # (Assigned oy recoraer) m. vv. vererson mouse by Leslie J. Heumann and Deborah Howell-Ardila *Date December 1, 2006 OO Continuation ❑ Update *510. 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 around the city center. Agricultural uses predominated in the outlying areas, with cultivated fields and orchards dotted with widely scattered farmhouses. The M. W. Peterson House is located in north Santa Ana, in the Morrison/Eldridge Park neighborhood. An irregularly shaped area straddling North Flower Street, Morrison/Eldridge Park is bounded by the Garden Grove (22) and the Santa Ana (5) freeways on the north and east, Sharon Road and Memory Lane on the south, and North Bristol Street on the west. With the primary exception of the 2600 block of North Flower Street, this area remained unsubdivided and presumably agricultural through World War ll. According to the city directories and early maps, North Flower ended at Seventeenth Street until around 1915, when six homes were noted north of Seventeenth, including three north of Santiago Creek. By 1920, there were nine homes, including one (2610, later numbered 2620), in what would become the Morrison/Eldridge Park neighborhood. Construction of three additional homes on the 2600 block occurred between 1925 and 1930. Beginning with a handful of homes constructed on newly laid out streets in the first few years of the 1950s, the area exploded In the mid 1950s with the building of tracts of homes in the California Ranch style. Home building in the neighborhood tapered off in the 1960s and ended around 1972. The M. W. Peterson House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1 for its exemplification of the distinguishing characteristics of the 1920s Colonial Revival style. Typical stylistic features illustrated by the house include its symmetrical, side -gabled configuration and prominently hooded entry. Additionally, the house has been categorized as "Contributive" because it "contributes to the overall character and history" of the Morrison/Eldridge Park neighborhood and, as an intact and characteristic example of a 1920s Colonial Revival style home, 'is a good example of period architecture." Character -defining exterior features of the M. W. Peterson House that should be preserved include, but may not be limited to, materials and finishes (clapboard); roof configuration and detailing,, massing; original windows and doors and their surrounds where extant; entry; and architectural details such as the entry hood and attic vents. *512. References (continued): Harris, Cyril M. American Architecture: An Illustrated Encyclopedia. New York, WIN Norton, 1098. 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. Thomas Brothers Maps of Orange County, 1957, 1964, and 1969. Santa Ana and Orange County Directories, 1905-1962. DPR 523L 2 5 C -367 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) M. W Peterson House Kecoraea oy Leslie J. Heumann and Deborah Howell-Ardila 'Date December 1, 2006 El Continuation ❑ Update 135b. Photo: Garage and south elevation, November 2006 DPR 523L 25C-368 MILLS ACTA GREEMENT 2606 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. 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 size, scale, color, material and character of the property, neighborhood, or environment. -1- 25C-369 MILLS ACTAGREEMENT 2606 North Flower Street Santa Aiwa, CA 92706 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- 25C-370 500' RADIUS HPPA 2020-14 2606 NORTH FLOWER STREET M.W. PETERSON HOUSE PLANNING AND BUILDING AGENCY EXHIBIT 2 25C-371 mein 3 EXHIBIT 21 MILLS ACT AGREEMENT 2109 North Rosewood Avenue 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"), and Richard S. Frankenstein Separate Property Revocable Trust Established November 17, 2010 as Wholly Amended and Restated on February 27, 2017, (hereinafter collectively referred to as "Owner"), owner of real property located at 2109 North Rosewood Avenue, 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 Acts 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 2109 North Rosewood Avenue, 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. 26C-373 MILLS ACT AGREEMENT 2109 North Rosewood Avenue Santa Ana, CA 92706 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 I 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 November 18, 2020, 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 tern 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, 25C-374 MILLS ACT AGREEMENT 2109 North Rosewood Avenue Santa Ana, CA 92706 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 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 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 Owner shall pay a cancellation fee to the County Auditor as set forth in Government Code 29C-375 MILLS ACT AGREEMENT 2109 North Rosewood Avenue 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 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 2109 North Rosewood Avenue, Assessor Parcel Number, 001-162-13, 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. 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 26C-376 MILLS ACT AGREEMENT 2109 North Rosewood Avenue Santa Ana, CA 92706 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: Richard S. Frankenstein 2109 North Rosewood Avenue 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. -s- 25C-377 MILLS ACT AGREEMENT 2109 North Rosewood Avenue 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 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 in Section 1. {Signature page follows) 26C-378 ATTEST: DAISY GOMEZ Clerk of the Council CI11,101 D1 N Date: APPROVED AS TO FORM: SONIA CARVALHO City Attorney By: 4 g, -fw L- JOFW M. FUNK Assistant City Attorney MILLSACT AGREEMENT 2109 North Rosewood Avenue Santa Ana, CA92706 CITY OF SANTA ANA KRISTINE RIDGE City Manager By: RICHARD S. FRANKENSTEIN RECOMMENDED FOR APPROVAL: MINH THAI Executive Director Planning and Building Agency 26C-379 MILLS ACT AGREEMENT 2109 North Rosewood Avenue Santa Ana, CA 92706 EXHIBIT A LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: LOT 21 OF TRACT NO. 2171, AS SHOWN ON A MAP RECORDED IN BOOK 69, PAGE 48 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. Assessor's Parcel Number: 001-162-13 29C-380 EXECUTIVE SUMMARY D.K. Thomas House f��i Dkl GT�i 7: • • • • EW=I - Santa Ana, CA 92706 NAME D.K. Thomas House REF. NO. ADDRESS 2109 North Rosewood Avenue CITY Santa Ana ZIP 1 92706 ORANGE COUNTY YEAR BUILT 1956 LOCAL REGISTER CATEGORY: Contributive HISTORIC DISTRICT N/A NEIGHBORHOOD West Floral Park CALIFORNIA REGISTER CRITERIA FOR EVALUATION C/3 CALIFORNIA REGISTER STATUS CODE 5S3 Location: ❑ Not for Publication ® Unrestricted ❑ Prehistoric ® Historic ❑ Both ARCHITECTURAL STYLE: Ranch House Widely published in Sunset and House Beautiful magazines, the Ranch House dominated post -World War II residential expansion and represented the most popular house form in the United States from the 1950s through 1970s. The Ranch House originated in the 1930's designs of Southern California architect Cliff May, who sought to reinvent the west's vernacular housing traditions by combining the form and massing of the traditional ranch house with a modernist's concern for informality, expressed in materials and plan, and indoor -outdoor integration. While the style includes several variants, a basic set of character -defining features applies to most examples. In form and massing, the style evokes a sprawling ranch that developed over time, with a central block extended by wings of varying roof heights. Generally L-shaped or U-shaped in plan, the Ranch House typically has a one-story profile with strong horizontal emphasis expressed through a low pitched or flat roof with wide overhanging eaves. Asymmetrical in design, the Ranch House is often sheathed in and accented with rustic materials such as board -and -batten siding, high brick foundations, art stone, and wood shake roofs. Indoor -outdoor integration is achieved through the use of recessed or extended porches, set low to the ground, and the generous use of large picture, ribbon, or corner windows. Window detailing can include wood frames, decorative shutters, and diamond -patterned muntins. Ornamentation includes rusticated elements, such as carved porch supports and exposed rafters, uneven rakes and flared eaves, and faux dove cotes and bird houses- SUMMARY/CONCLUSION: The D.K. Thomas House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1 for embodiment of the distinguishing characteristics of the Ranch House style as interpreted by prominent local builder, Emmet C. Rogers. Additionally, the house has been categorized as "Contributive" because it "contributes to the overall character and history" of the West Floral Park neighborhood, and, as an intact example of the Ranch House style in the West Floral Park neighborhood, "is a good example of period architecture" 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. 25C-381 25C-382 State of California— The Resources Agency Primary DEPARTMENT OF PARKS AND RECREATION HRI # PRIMARY RECORD Trinomi; NRHP Status Other Listings Review Code Reviewer Page 1 of 3 Resource name(s) or number (assigned by recorder) D.K. Thomas 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 2109 North Rosewood Avenue City: Santa Ana Zip: 92706 *e. Other Locational Data: Assessor's Parcel Number 001-162-13 *133a. Description: (Describe resource and its major elements. Include design, materials, condition, alterations, size, setting, and boundaries) Located in West Floral Park, this is a one-story single-family residence with an attached two -car garage constructed in a Ranch House style. The house and garage delineate an "L" -shaped plan, which embraces a generously sized rear patio. Asymmetrical in design, the house exhibits a strong horizontal emphasis expressed through a low pitched, hipped roof with wide, overhanging, open eaves with exposed rafters. The roof is clad in contemporary asphalt shingle roofing and the exterior of the house is clad in a combination of brick, smooth stucco, and vertical plywood siding. The roof treatment defines three sections of the front (west) facade. In the middle, the entry porch is sheltered under the main roof and characterized by vertical plywood siding and a brick veneer base. The entry features a six -panel wood door flanked by a single full height decorative shutter Forming the south wall of the entry porch, a metal -framed, casement, corner window with a corner support sits on a brick base and features interior jalousie shutters. An additional metal -framed, casement corner window marks the northwest corner of the facade, along with a tripartite metal -frame casement window closer to the entry, both with are flanked by decorative shutters. The rear (east) elevation features a roof overhang that frames a modestly sized rear patio, which features multi -light French doors flanked by two multi -light side panels. The "L" -shaped portion of the rear provides a secondary access to the rear and also features multi -light French doors flanked by two multi -light side panels. A prominent brick chimney located along the front elevation south of the entry pierces the eaves and rises above the roof ridgeline. A double casement is set between the chimney and the attached garage that constitutes the south end of the facade. The property is landscaped with several mature trees, a lawn, low vegetation and a decorative walkway at the front setback. Alterations to the house include a rear bedroom and bathroom addition, the removal of original roof shingles, swimming pool and spa, and installation of photovoltaic solar panels towards the rear. While the residence has been altered, the alterations do not appear to detract from the integrity of the residence. *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 P5b. Photo: (view and date) West elevation, view east September2020 *P6. Date Constructed/Age and Sources: ■historic 19561 City of Santa Ana Building Permits *P7. Owner and Address: Richard S. Frankenstein 2109 North Rosewood Avenue Santa Ana, CA 92705 *138. Recorded by: Pedro Gomez, City of Santa Ana 20 Civic Center Plaza M-20 Santa Ana, CA 92702 *P9. Date Recorded: October 29, 2020 *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 ❑District Record ❑Linear Feature Record ❑Milling Station Record DArtifactRecord []Photograph Record ❑ Other (IiM��_383 DPR 523A (1/95) L ❑Rock Art Record *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 #: D.K. Thomas House 131. Historic Name: D.K. Thomas House B2. Common Name: Same B3. Original Use: Single-family Residence *135. Architectural Style: Ranch House B4. Present Use: Single-family Residence *136. Construction History: (Construction date, alterations, and date of alterations): May 1, 1956. Constructed. $18,000. December 7, 1982. Residential addition bedroom and bath. December 27, 1982. Swimming pool and spa. March 30, 2004. Reroof sfd and attached garage - remove wood shakes, install comp shingles. $10,528. September 13, 2011. Install (26) photovoltaic solar panels & 1 inverter.$22,000. *137. Moved? ■No DYes DUnknown Date: Original location: *138. Related Features: None. B9a. Architect: Unknown b. Builder: ArthurK. Herrick *1310. Significance: Theme Residential Architecture Area Santa Ana Period of Significance: 1956 Property Type: Single-family Residence Applicable Criteria: C13 (Discuss importance in terms of historical or architectural context as defined by theme, period, and geographic scope. Also address integrity) The D.K. Thomas House is architecturally significant as a characteristic example of the Ranch style as interpreted by prominent local builder, Emmet C. Rogers, and his son-in-law, Arthur K. Herrick. This house was an Emmet C. Rogers development home and was originally constructed in 1956, by local building contractor Arthur K. Herrick. Emmet C. Rogers was a prolific Santa Ana builder and developer. From the late 1930s through the following decade, Rogers was extremely active as a building contractor, often moving his family, perhaps to houses as a finished them, on Greenleaf (2144), Freeman (602 and 1315), and Towner (1010) (1930 Federal Census, Santa Ana Register July 29, 1940, 1947 and 1949 city directories). He subdivided a 24-lot tract on Freeman between Washington and Fifteenth from former walnut groves in 1938, maintaining property values by reviewing the proposed plans for each house in the tract (Santa Ana Register. August 27, 1938). He also developed several lots on Towner, north of Washington (Santa Ana Register. July 29, 1940). This house was deeded to David K. and Catherine S. Thomas in 1956. Mr. and Mrs. Thomas resided on the property until 1979 when the property was sold to Dennis I. and Jane C. Fischel. Mr. and Mrs. Fischel resided in the property until 1990s. (See Continuation Sheet 3 of 3.) B11. Additional Resource Attributes: (List attributes and codes) *1312. References: City of Santa Ana Building Permits Santa Ana History Room Collection, Santa Ana Public Library Sanborn Maps (See Continuation Sheet 3 of 3.) Sketch Map B13. Remarks: *1314. Evaluator: Leslie Heumann/ChattelInc. a *Date of Evaluation: October 29, 2020 N < 162 (This space reserved for official comments.) I :� 'T D.K. Thomas House 2109 North Rosewood Avenue s ^ +� ) N0.2194 r 4 IF n a 3 1S3 v z, O n 29297 J 1 1i AWkr $ i a DPR 523B (1/95) 25C-384 *Required information State of California— The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI # CONTINUATION SHEET Trinomial *Recorded by Pedro Gomez *B10. Significance (continued): *Date October29, 20200 Continuation ❑ Update Since the second half of the twentieth century, the neighborhood in which the D. K Thomas House is located has been known as West Floral Park. Bounded by Santiago Creek on the north, West Seventeenth Street on the south, North Flower Street on the east and North Bristol Street on the west, this residential area largely developed after 1947. Prior to that time, the area was primarily agricultural, and other than Flower Street, which was improved with houses during the 1920s and 1930s, contained only a handful of residences on Baker and Bristol Streets, the City Water Works pumping plant at 2315 North Bristol Street, and the Animal Shelter and City/County Pound at 2321 North Bristol Street. Between 1947 and 1950, around two dozen homes were constructed on Baker, Olive, Towner, and Westwood Streets. Construction boomed throughout the neighborhood during the 1950s, with the California Ranch emerging as the favored residential style. The D.K. Thomas House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1 for embodiment of the distinguishing characteristics of the Ranch House style as interpreted by prominent local builder, Emmet C. Rogers. Additionally, the house has been categorized as "Contributive" because it "contributes to the overall character and history" of the West Floral Park neighborhood, and, as an intact example of the Ranch House style in the West Floral Park neighborhood, "is a good example of period architecture" in Santa Ana (Santa Ana Municipal Code, Section 30-2.2). Character -defining features of the D.K. Thomas House include, but may not be limited to: materials and finishes (brick, stucco, vertical plywood siding), low pitched, hipped roof,, wide, overhanging, open eaves with exposed rafters, brick chimney, metal casement windows, including corner windows, and front entry porch. *B12. References (continued): Ancestry.com. California, Death Index, 1940-1997 [database on-line]. Provo, UT, USA: Ancestry.com Operations Inc, 2000. Ancestry.com. 1930 United States Federal Census [database on-line]. Provo, UT, USA: Ancestry.com 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. Whiffen, 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 DPR 523L 25^-385 MILLS ACT AGREEMENT 2109 North Rosewood Avenue 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 26C-386 MILLS ACT AGREEMENT 2109 North Rosewood Avenue 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 fixture, the essential form and integrity of the structure would be unimpaired. 25C-387 REQUEST FOR Historic Resources Commission Action HISTORIC RESOURCES COMMISSION MEEnNG DATE: OCTOBER 29, 2020 TITLE: PUBLIC HEARING — HISTORIC RESOURCES COMMISSION APPLICATION NO. 2020-12, HISTORIC REGISTER CATEGORIZATION NO. 2020-11, AND HISTORIC PROPERTY PRESERVATION AGREEMENT NO. 2020-15 FOR PROPERTY LOCATED AT 2109 NORTH ROSEWOOD AVENUE Prepared by Pedro Gomez, AICP EXHIBIT 22 HISTORIC RESOURCES COMMISSION SECRETARY APPROVED ❑ As Recommended ❑ As Amended ❑ Set Public Hearing For CONTINUED TO Q Executive Director Plannin nager RECOMMENDED ACTION 1. Adopt a resolution approving Historic Resources Commission Application No. 2020-12 and Historic Register Categorization No. 2020-11 (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 S. Frankenstein, subject to non - substantive changes approved by the City Manager and City Attorney (Exhibit 2). Request of Applicant Richard S. Frankenstein is requesting approval to designate an existing residence located at 2109 North Rosewood Avenue 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 Rosewood Avenue in the West Floral Park neighborhood. The site consists of a 2,282-square-foot, Ranch House residence and detached garage on an 8,712-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 Santa Ana Municipal Code (SAMC). This project entails applying the selection criteria 25C-388 HRCA No. 2020-12, HRC No. 2020-11, HPPA No. 2020-15 October 29, 2020 Page 2 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 64 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 D.K. Thomas House, is located within the West Floral Park neighborhood boundaries and has distinctive architectural features of the Ranch House style. The residence was built in 1956 by local builder, Arthur K. Herrick, Emmet C. Rogers' son-in-law. Rogers was a prolific Santa Ana builder and developer. From the late 1930s through the following decade, Rogers was extremely active as a building contractor, often moving his family, perhaps to houses as a finished them. Asymmetrical in design, the house exhibits a strong horizontal emphasis expressed through a low pitched, hipped roof with wide, overhanging, open eaves with exposed rafters. The roof is clad in contemporary asphalt shingle roofing and the exterior of the house is clad in a combination of brick, smooth stucco, and vertical plywood siding. The roof treatment defines three sections of the front (west) facade. In the middle, the entry porch is sheltered under the main roof and characterized by vertical plywood siding and a brick veneer base. The entry features a six panel wood door flanked by a single full height decorative shutter with an adjacent metal -framed casement corner windows with corner supports featuring interior jalousie shutters. An additional metal -framed casement window also appears in the north sections of the facade, along with a tripartite metal -frame casement window, both with are flanked by decorative shutters. The rear (east) elevation features a roof overhang that frames a modestly sized rear patio, which features multi -light French doors flanked by two multi -light side panels. The "L" - shaped portion of the rear provides a secondary access to the rear and also features multi -light French doors flanked by two multi -light side panels. A prominent brick chimney located along the front elevation rises above the roof ridgeline and frames southern section of the front facade. The property is landscaped with several mature trees, a lawn, low vegetation and a decorative walkway at the front setback. Character -defining features of,the D.K. Thomas House include, but may not be limited to: materials and finishes (brick, stucco, vertical plywood siding); low pitched, hipped roof; wide, overhanging, open eaves with exposed rafters; brick chimney; metal casement windows; and front entry porch. The D.K. Thomas House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion No. 1 for embodiment of the distinguishing characteristics of the Ranch House style; and Criterion No. 4, for its contribution to the West Floral Park neighborhood and for its 25C-389 HRCA No. 2020-12, HRC No. 2020-11, HPPA No. 2020-15 October 29, 2020 Page 3 association with prominent local builder, Emmet C. Rogers. Additionally, the house has been categorized as "Contributive" because it "contributes to the overall character and history" of the West Floral Park neighborhood, and, as an intact example of the Ranch House style in the West Floral Park neighborhood, "is a good example of period architecture" in Santa Ana, 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 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 West 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/ER No. 2020-72 will be filed for this project. 25C-390 HRCA No. 2020-12, HRC No. 2020-11, HPPA No. 2020-15 October 29, 2020 Page 4 PG:sb S:1Historic Resources Commission12020110-29-20\2109 N Rosewood Ave -D.K. Thomas House\Staff Report - 2109 N. Rosewood Ave Exhibits 1 — Resolution 2 — Mills Act Agreement 3 — 500-Foot Radius Map 25C-391 FREE RECORDING PURSUANT TO GOVERNMENT CODE § 27383 RESOLUTION NO. 2020-xx A RESOLUTION OF THE HISTORIC RESOURCES COMMISSION OF THE CITY OF SANTA ANA APPROVING HISTORIC RESOURCES COMMISSION APPLICATION NO. 2020-12 TO PLACE THE PROPERTY LOCATED AT 2109 NORTH ROSEWOOD AVENUE, SANTA ANA, ON THE HISTORICAL REGISTER AND APPROVING HISTORIC REGISTER CATEGORIZATION NO. 2020-11 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 29, 2020, 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. 2020-12) and categorization (Historic Resources Commission Categorization No. 2020-11) of the D.K. Thomas House located at 2109 North Rosewood Avenue, Santa Ana. B. The D.K. Thomas House has distinctive architectural features of the Ranch House style and was built in 1956. C. The D.K. Thomas House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion No. 1 for embodiment of the distinguishing characteristics of the Ranch House style; and Criterion No. 4, for its contribution to the West Floral Park neighborhood and for its association with prominent local builder, Emmet C. Rogers. Additionally, the house has been categorized as "Contributive" because it "contributes to the overall character and history" of the West Floral Park neighborhood, and, as an intact example of the Ranch House style in the West Floral Park neighborhood, "is a good example of period architecture" in Santa Ana. Character -defining features of the D.K. Thomas House include, but may not be limited to: materials and finishes (brick, stucco, vertical plywood siding); low pitched, hipped roof; wide, overhanging, open eaves with exposed rafters; brick chimney; metal casement windows; and front entry porch. D. The legal owner of the property is Richard S. Frankenstein. 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. 25C-392 FREE RECORDING PURSUANT TO GOVERNMENT CODE § 27383 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 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 historical resources. Categorical Exemption No. ER-2020-72 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. 2020-12 to place the D.K. Thomas House located at 2109 North Rosewood Avenue, Santa Ana, 92706 on the historical register, and B. Historic Register Categorization No. 2020-11 placing the D.K. Thomas House located at 2109 North Rosewood Avenue, 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 291h day of October, 2020. Alberta Christy Chairperson 25C-393 FREE RECORDING PURSUANT TO GOVERNMENT CODE § 27383 APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney Lisa Storck Assistant City Attorney AYES: Commission mem NOES: Commission ABSTAIN: Commission NOT PRESENT: Commission CERTIFICATE OF ATTESTATION AND ORIGINALITY I, SARAH BERNAL, Historic Resources Commission Secretary, do hereby attest to and certify the attached Resolution No. 2020-xx to be the original resolution adopted by Historic Resources Commission of the City of Santa Ana on October 29, 2020. Date: Commission Secretary City of Santa Ana 25C-394 FREE RECORDING PURSUANT TO GOVERNMENT CODE § 27383 LEGAL DESCRIPTION APN Address Legal Description Owner Names 001-162-13 2109 North Rosewood LOT 21 OF TRACT NO. 2171, Richard S. Avenue AS SHOWN ON A MAP Frankenstein RECORDED IN BOOK 69, PAGE 48 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. 25C-395 MILLSACTAGREEMENT 2109 North Rosewood Avenue 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"), and Richard S. Frankenstein Separate Property Revocable Trust Established November 17, 2010 as Wholly Amended and Restated on February 27, 2017, (hereinafter collectively referred to as "Owner"), owner of real property located at 2109 North Rosewood Avenue, 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 2109 North Rosewood Avenue, 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. ZSC-396 MLLLSACTAGREEMENT 2109 North Rosewood Avenue Santa Ana, CA 92706 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 November 18, 2020, 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- at least ninet_ 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 "Historical Property Description" attached hereto, marked as Exhibit B, notably the general architectural form, style, materials, design, scale, proportions, 25C-397 MILLS ACT AGREEMENT 2109 North Rosewood Avenue Santa Ana, CA 92706 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 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 have failed to restore or rehabilitate the property in the mariner 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 28C-398 MILLS A CT A GREEMENT 2109 North Rosewood Avenue 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 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 comple by OwnerrtherrCity nay; without further'mrtiae, declare -default URUVI 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 2109 North Rosewood Avenue, Assessor Parcel Number, 001-162-13, 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. 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 25C-399 MILLS ACTAGREEMENT 2109 North Rosewood Avenue Santa Ana, CA 92706 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: Richard S. Frankenstein 2109 North Rosewood Avenue 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. 29C-400 MILLS ACTAGREEMENT 2109 North Rosewood Avenue 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 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. 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 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 Stat�o�CaliforniaTwithyeme in Orangee-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 in Section 1. (Signature page follows) 2�C-401 ATTEST: DAISY GOMEZ Clerk of the Council OWNER Date: APPROVED AS TO FORM: SONIA CARVALHO City Attorney By: LISA STORCK Assistant City Attorney MILLSACTAGREEMENT 2109 North Rosewood Avenue Santa Ana, CA 92706 CITY OF SANTA ANA KRISTINE RIDGE City Manager By: RICHARD S. FRANKENSTEIN RECOMMENDED FOR APPROVAL: MINH THAI Executive Director Planning and Building Agency 23C-402 MILLSACTAGREEMENT 2109 North Rosewood Avenue Santa Ana, CA 92706 EXHIBIT A LEGAL DESCRIPTION THE LAND REFERRED TO 14F,REIN BELOW IS SITUATED IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: LOT 21 OF TRACT NO. 2171, AS SHOWN ON A MAP RECORDED IN BOOK 69, PAGE 48 OF MISCELLANEOUS MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. Assessor's Parcel Number: 001-162-13 25C-403 HRC 2020-11/ HRCA 2020-12/ HPPA 2020-15 2109 NORTH ROSEWOOD AVENUE D.K. THOMAS HOUSE PLANNING AND BUILDING AGENCY 25C-404 EXECUTIVE SUMMARY D.K. Thomas House 2109 North Rosewood Avenue Santa Ana, CA 92706 NAME D.K. Thomas House REF. NO. ADDRESS 2109 North Rosewood Avenue CITY Santa Ana ZIP 92706 ORANGE COUNTY YEAR BUILT 1956 LOCAL REGISTER CATEGORY: Contributive HISTORIC DISTRICT I N/A NEIGHBORHOOD West Floral Park CALIFORNIA REGISTER CRITERIA FOR EVALUATION C/3 CALIFORNIA REGISTER STATUS CODE 5S3 Location: ❑ Not for Publication ® Unrestricted ❑ Prehistoric ® Historic ❑ Both ARCHITECTURAL STYLE: Ranch House Widely published in Sunset and House Beautiful magazines, the Ranch House dominated post -World War II residential expansion and represented the most popular house form in the United States from the 1950s through 1970s. The Ranch House originated in the 1930's designs of Southern California architect Cliff May, who sought to reinvent the west's vernacular housing traditions by combining the form and massing of the traditional ranch house with a modernist's concern for informality, expressed in materials and plan, and indoor -outdoor integration. While the style includes several variants, a basic set of character -defining features applies to most examples. In form and massing, the style evokes a sprawling ranch that developed over time, with a central block extended by wings of varying roof heights. Generally L-shaped or U-shaped in plan, the Ranch House typically has a one-story profile with strong horizontal emphasis expressed through a low pitched or flat roof with wide overhanging eaves. Asymmetrical in design, the Ranch House is often sheathed in and accented with rustic materials such as board -and -batten siding, high brick foundations, art stone, and wood shake roofs. Indoor -outdoor integration is achieved through the use of recessed or extended porches, set low to the ground, and the generous use of large picture, ribbon, or corner windows. Window detailing can include wood frames, decorative shutters, and diamond -patterned muntins. Ornamentation includes rusticated elements, such as carved porch supports and exposed rafters, uneven rakes and flared eaves, and faux dove cotes and bird houses. SUMMARY/CONCLUSION: The D.K. Thomas House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1 for embodiment of the distinguishing characteristics of the Ranch House style; and Criterion 4, for its contribution to the Floral Park neighborhood and for its association with prominent local builder, Emmet C. Rogers. Additionally, the house has been categorized as "Contributive" because it "contributes to the overall character and history" of the West Floral Park neighborhood, and, as an intact example of the Ranch House style in the West Floral Park neighborhood, "is a good example of period architecture" 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 bf a master, or possesses high artistic values. 5S3: ADoears to be individually elioible for local listing or desionation through survev evaluation 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) D.K. Thomas 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 2109 North Rosewood Avenue City: Santa Ana Zip: 92706 *e. Other Locational Data: Assessor's Parcel Number 001-162-13 *P3a. Description: (Describe resource and its major elements. Include design, materials, condition, alterations, size, setting, and boundaries) Located in West Floral Park, this is a one-story single-family residence with an attached two -car garage constructed in a Ranch House style. The house and garage delineate an "L"-shaped plan, which embraces a generously sized rear patio. Asymmetrical in design, the house exhibits a strong horizontal emphasis expressed through a low pitched, hipped roof with wide, overhanging, open eaves with exposed rafters. The roof is clad in contemporary asphalt shingle roofing and the exterior of the house is clad in a combination of brick, smooth stucco, and vertical plywood siding. The roof treatment defines three sections of the front (west) fagade. In the middle, the entry porch is sheltered under the main roof and characterized by vertical plywood siding and a brick veneer base. The entry features a six panel wood door flanked by a single full height decorative shutter with an adjacent metal -framed casement corner windows with corner supports featuring interior jalousie shutters. An additional metal -framed casement windows also appears in the north sections of the facade, along with a a tripartite metal -frame casement window, both with are flanked by decorative shutters. The rear (east) elevation features a roof overhang that frames a modestly sized rear patio, which features multi -light French doors flanked by two multi -light side panels. The "L" -shaped portion of the rear provides a secondary access to the rear and also features multi -light French doors flanked by two multi -light side panels. A prominent brick chimney located along the front elevation rises above the roof ridgeline and frames southern section of the front fagade. The property is landscaped with several mature trees, a lawn, low vegetation and a decorative walkway at the front setback. Alterations to the house include a rear bedroom and bathroom addition, the removal of original roof shingles, swimming pool and spa, and installation of photovoltaic solar panels towards the rear. While the residence has been altered, the alterations do not appear to detract from the integrity of the residence. *133b. Resource Attributes: (list attributes and codes) HP2. Single -Family Residence *P4. Resources Present: ■Building ❑Structure ElObject ❑Site ❑District ❑Element of District ❑Other P5a. Photo P5b. Photo: (view and date) West elevation, view east September2020 *P6. Date Constructed/Age and Sources: ■historic 19561 City of Santa Ana Building Permits *P7. Owner and Address: Richard S. Frankenstein 2109 North Rosewood Avenue Santa Ana, CA 92705 *P6. Recorded by: Pedro Gomez, City of Santa Ana 20 Civic Center Plaza M-20 Santa Ana, CA 92702 *Pg. Date Recorded: October 29, 2020 *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 ■Continuation Sheet ■Building, Structure, and Object Record DArchaeological Record ❑District Record ELinear Feature Record ❑Milling Station Record DArtifact Record ❑Photograph Record ❑ Other (l2%-406 DPR 523A (1195) ❑Rock Art Record *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;;: U.K. inomas tiouse B1. Historic Name: D.K. Thomas House B2. Common Name: Same B3. Original Use: Single-family Residence B4. Present Use: Single-family Residence *B5. Architectural Style: Ranch House *B6. Construction History: (Construction date, alterations, and date of alterations): May 1, 1956. Constructed. $18,000. December 7, 1982. Residential addition bedroom and bath. December 27, 1982. Swimming pool and spa. March 30, 2004. Reroof sfd and attached garage - remove wood shakes, install comp shingles. $10,528. September 13, 2011. Install (26) photovoltaic solar panels & 1 inverter. $22, 000. *B7. Moved? ■No OYes ❑Unknown Date: Original location: *B8. Related Features: None. B9a. Architect: Unknown b. Builder: ArthurK. Herrick *B10. Significance: Theme Residential Architecture Area Santa Ana Period of Significance: 1956 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 D.K. Thomas House is architecturally significant as a characteristic example of the Neoclassical style and historically notable for its association with a prominent local builder, Emmet C. Rogers. This house was an Emmet C. Rogers development home and was originally constructed in 1956, by local building contractor and Rogers'son-in-law, Arthur K Herrick. Emmet C. Rogers was a prolific Santa Ana builder and developer. From the late 1930s through the following decade, Rogers was extremely active as a building contractor, often moving his family, perhaps to houses as a finished them, on Greenleaf (2144), Freeman (602 and 1315), and Towner (1010) (1930 Federal Census, Santa Ana Register July 29, 1940, 1947 and 1949 city directories). He subdivided a 24-lot tract on Freeman between Washington and Fifteenth from former walnut groves in 1938, maintaining property values by reviewing the proposed plans for each house in the tract (Santa Ana Register, August 27, 1938). He also developed several lots on Towner, north of Washington (Santa Ana Register, July 29, 1940). The house was deeded to David K. and Catherine S. Thomas in 1956. Mr. and Mrs. Thomas resided on the property until 1979 when the property was sold to Dennis I. and Jane C. Fischel. Mr. and Mrs. Fischel resided in the property until 1990s. (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: Leslie Heumann/Chatte/Inc. *Date of Evaluation: October 29, 2020 DPR 523B (This space reserved for official comments.) Sketch Map D.K. Thomas House 2109 North Rosewood Avenue z• � ©j 162 .- n O O q� � O AYt7yE � r � i 164 i (1195) 2 5 C— A 0 7 *Required information State of California —The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI # CONTINUATION SHEET Trinomial Page 3 of 3 Resource Name: D.K. Thomas House *Recorded by Pedro Gomez *Date October 29, 2020 O Continuation ❑ Update *B10. Significance (continued): The D.K. Thomas House is located in West Floral Park, a neighborhood northwest of downtown Santa Ana bounded by West Seventeenth Street, North Bristol Street, North Flower Street, and West Riviera Drive, In 1910, father and son John B. and Merle Ramsey, who had come to Santa Ana in 1902 and subsequently setup business as plaster contractors, purchased fifteen acres of the ranch from a Mr. Talcott. By that time, the adobe had been replaced by the present house, estimated to have been built circa 1895 (Cultural Heritage Inventory, 1983). A barn with an attached bunkhouse was located west of the house (approximately where Westwood Avenue runs today). The Ramsey's began tending the orange and walnut trees already on half of the acreage, and planted additional walnut trees and apricot trees on the vacant land. They also developed the `Ramsey Apple" by grafting cuttings from their home in Ohio onto California rootstock. At the time of the Ramsey's purchase, the ranch, although located within the city limits of Santa Ana, was `far out in the country," reached via dirt roads, with no nearby neighbors. The location of the property was understood to be the vicinity of Baker and Seventeenth. In 1921, father and son divided the property, with the father keeping the rear portion for farming and son taking the front in order to take advantage of the expanding residential area of Santa Ana by building houses. City directories in the 1930s list the address of John Ramsey as 1901 North Baker Street and of Merle Ramsey as 1101 West Seventeenth Street. Westwood Avenue north of Seventeenth, however, was not developed until the post -World War II period, and the first building permit with the current address was recorded in 1948. Merle Ramsey recalled his life on the A. T. Bates ranch in This Was Mission County., Reflections in Orange of Merle and Mabel Ramsey, published in 1973, and noted that the house remained exactly where it had been, only surrounded by streets and houses. Ramsey also recalled unearthing several Native American artifacts on the property, most notably two stone pots discovered when they installed an irrigation system. Since the second half of the twentieth century, the neighborhood in which the A. T. Bates Ranch House is located has been known as West Floral Park. Bounded by Santiago Creek on the north, West Seventeenth Street on the south, North Flower Street on the east and North Bristol Street on the west, this residential area largely developed after 1947. Prior to that time, the area was primarily agricultural, and other than Flower Street, which was improved with houses during the 1920s and 1930s, contained only a handful of residences on Baker and Bristol Streets, the City Water Works pumping plant at 2315 North Bristol Street, and the Animal Shelter and City/County Pound at 2321 North Bristol Street. Between 1947 and 1950, around two dozen homes were constructed on Baker, Olive, Towner, and Westwood Streets. Construction boomed during the 1950s, and the California Ranch. The D.K. Thomas House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1 for embodiment of the distinguishing characteristics of the Ranch House style; and Criterion 4, for its contribution to the West Floral Park neighborhood and for its association with prominent local builder, Emmet C. Rogers. Additionally, the house has been categorized as "Contributive" because it `contributes to the overall character and history" of the West Floral Park neighborhood, and, as an intact example of the Ranch House style in the West Floral Park neighborhood, "is a good example of period architecture" in Santa Ana (Santa Ana Municipal Code, Section 30-2.2). Character -defining features of the D. K. Thomas House include, but may not be limited to: materials and finishes (brick, stucco, vertical plywood siding); low pitched, hipped roof. wide, overhanging, open eaves with exposed rafters; brick chimney; metal casement windows; and front entry porch. *B12. References (continued): Ancestry.com. California, Death Index, 1940-1997 [database on-line]. Provo, UT, USA: Ancestry.com Operations Inc, 2000. Ancestrycom. 1930 United States Federal Census [database on-line]. Provo, UT, USA: Ancestry. com 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 DPR 523L L 5 ^'CFO 8 MILLSACTAGREEMENT 2109 North Rosewood Avenue 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 29e-409 MILLS ACT AGREEMENT 2109 North Rosewood Avenue. 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 stnicture would be unimpaired. 25C-410 EXHIBIT 23 MILLS ACT AGREEMENT 2214 North Heliotrope Drive 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"), and Ryan Bruce and Amy Bruce, Husband and Wife as Joint Tenants, (hereinafter collectively referred to as "Owner"), owners of real property located at 2214 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 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 2214 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. 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. 26C-411 MILLS ACT AGREEMENT 2214 North Heliotrope Drive Santa Ana, CA 92706 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 November 18, 2020, 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 "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. 26C-412 MILLS ACT AGREEMENT 2214 North Heliotrope Drive Santa Ana, CA 92706 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 umepaired 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 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 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 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 2SC-413 MILLS ACT AGREEMENT 2214 North Heliotrope Drive Santa Ana, CA 92706 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. Owner hereby subjects the Historic Property, located at 2214 North Heliotrope Drive, Assessor Parcel Number, 002-082-41, 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 Property. Every contract, deed, or other instrument hereinafter executed, covering or conveying 2dC-414 MILLS ACT AGREEMENT 2214 North Heliotrope Drive Santa Ana, CA 92706 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. S. 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: Ryan Bruce and Amy Bruce 2214 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. 25C-415 MILLS ACT AGREEMENT 2214 North Heliotrope Drive 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 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 in Section 1. {Signature page follows} 26C-416 MILLSACT AGREEMENT 2214 North Heliotrope Drive Santa Ana, CA92706 ATTEST: CITY OF SANTA ANA DAISY GOMEZ KRISTINE RIDGE Clerk of the Council City Manager 1VIL/► Date: By: RYAN BRUCE Date: By: APPROVED AS TO FORM: SONIA CARVALHO City Attorney By: 7�" -f.. L JOH_ . M. FUNK Assistant City Attorney AMY BRUCE RECOMMENDED FOR APPROVAL: MINH THAI Executive Director Planning and Building Agency 26C-417 MILLS ACT AGREEMENT 2214 North Heliotrope Drive Santa Ana, CA 92706 EXHIBIT A LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS: LOT 35, EXCEPTING THE NORTH 2.30 FEET THEREOF, AND THE NORTH 49.30 FEET OF LOT 34 IN BLOCK "A" OF TRACT NO. 1035, AS SHOWN ON A MAP RECORDED IN BOOK 33, PAGE 46, OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA. Assessor's Parcel Number: 002-082-41 26C-418 EXECUTIVE SUMMARY Haster - Dempsay House 2214 North Heliotrope Drive Santa Ana, CA 92706 NAME Haster - Dempsay House REF. NO. ADDRESS 2214 North Heliotrope Drive CITY Santa Ana ZIP 1 92706 ORANGE COUNTY YEAR BUILT 1953 LOCAL REGISTER CATEGORY: Contributive HISTORIC DISTRICT N/A NEIGHBORHOOD I Floral Park CALIFORNIA REGISTER CRITERIA FOR EVALUATION 3 CALIFORNIA REGISTER STATUS CODE 5S1 Location: ❑ Not for Publication ® Unrestricted ❑ Prehistoric ® Historic ❑ Both ARCHITECTURAL STYLE: Ranch House Widely published in Sunset and House Beautiful magazines, the Ranch House dominated post -World War II residential expansion and represented the most popular house form in the United States from the 1950s through 1970s. The Ranch House originated in the 1930's designs of Southern California architect Cliff May, who sought to reinvent the west's vernacular housing traditions by combining the form and massing of the traditional ranch house with a modernist's concern for informality, expressed in materials and plan, and indoor -outdoor integration. While the style includes several variants, a basic set of character -defining features applies to most examples. In form and massing, the style evokes a sprawling ranch that developed over time, with a central block extended by wings of varying roof heights. Generally L-shaped or U-shaped in plan, the Ranch House typically has a one-story profile with strong horizontal emphasis expressed through a low pitched or flat roof with wide overhanging eaves. Asymmetrical in design, the Ranch House is often sheathed in and accented with rustic materials such as board -and -batten siding, high brick foundations, art stone, and wood shake roofs. Indoor -outdoor integration is achieved through the use of recessed or extended porches, set low to the ground, and the generous use of large picture, ribbon, or corner windows. Window detailing can include wood frames, decorative shutters, and diamond -patterned muntins. Ornamentation includes rusticated elements, such as carved porch supports and exposed rafters, uneven rakes and flared eaves, and faux dove cotes and bird houses- SUMMARY/CONCLUSION: The Haster - Dempsay House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1, for its exemplification of the distinguishing characteristics of the Ranch House style. Additionally, the house has been categorized as "Contributive" because it "contributes to the overall character and history" of Santa Ana, and, as an intact example of the Ranch House style in the Floral Park neighborhood, "is a good example of period architecture" (Municipal Code, Section 30-22). 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.) 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. 25C-419 State of California — The Resources Agency DEPARTMENT OF PARKS AND RECREATION PRIMARY RECORD Primary HRI # NRHP Status Other Listings Review Code Reviewer Page 1 of 3 Resource name(s) or number (assigned by recorder) Hester - Dempsey 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 2214 North Heliotrope Drive City Santa Ana Zip 92706 *e. Other Locational Data: Assessor's Parcel Number 002-082-41 *P3a. Description: (Describe resource and its major elements. Include design, materials, condition, alterations, size, setting, and boundaries) Located in Floral Park, this is a one-story single-family residence on a large parcel, sited with a deep setback and constructed in a Ranch House style. A three -car garage is located a few feet behind (south of) the south elevation of the residence and is attached by an open breezeway. The house and garage delineate an irregularly shaped plan, which once embraced a generously sized rear patio that has since been enclosed and converted into a family room. Asymmetrical in design, the house exhibits a strong horizontal emphasis expressed through a low pitched, gable -on -hip (`dutch gable') roof with wide, overhanging, enclosed eaves. The exterior of the house is clad in a combination of brick, smooth stucco, and horizontal wood board (clapboard) siding. A small front entry is located off -center and sheltered under the main roof of the residence characterized by a single wood column, with a cushion capital, that supports the roof overhang. The entry exhibits a modern, two -panel front door with a single sidelight and side -panel. A large metal -framed picture window is located along the front fagade with a large central panel and two -side sections of multiple lights. Additional metal -framed casement windows also appear in the east fagade, in addition to the and north and south sections of the fagade. An interior brick chimney rises above the roof ridgeline. Alterations to the house include the removal of original wood roof shingles, paint, enclosure of the original rear patio, rear bedroom extension, and the addition of an additional unit attached to the rear of the three -car garage. The residence retains much of its historical integrity and original design features that are commonly found in a Ranch House style. Other than the noted changes, the house appears intact and is in good condition. *133b. Resource Attributes: (list attributes and codes) HP2. Single -Family Residence *P4. Resources Present: ■Building ❑Structure ❑Object []Site ❑District ❑Element of District ❑Other P5b. Photo: (view and date) East elevation, view west January 2020 *P6. Date Constructed/Age and Sources: ■historic 19531 City of Santa Ana Building Permits W. Owner and Address: Ryan and Amy Bruce 2214 North Heliotrope Drive Santa Ana, CA 92706 *P8. Recorded by: Pedro Gomez, AICP 20 Civic Center Plaza M-20 Santa Ana, CA 92702 *P9. Date Recorded: January 23, 2020 *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 ❑District Record ❑Linear Feature Record ❑Milling Station Record ❑Rock Art Record []Artifact Record []Photograph Record ❑ Other (list) DPR 523A (1/95) 25C -420 *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 5S1 *Resource Name or#: Hester -Dempsey House 131. Historic Name: Hester -Dempsey House B2. Common Name: Same B3. Original Use: Single -Family Residence B4. Present Use: Single -Family Residence *135. Architectural Style: Ranch House *136. Construction History: (Construction date, alterations, and date of alterations): Constructed 1953 January 9, 1954. Plastering for H.J. Lamb by Sorenson. February 5, 1979. Extend bedroom and closet (224 sq. ft.) by Dempsey, owner. $5, 712. March 13, 1979. Enclose existing patio and convert to den family room for Dempsey, owner. $5, 000. December 11, 1995. Reroof- apply built-up roof and remove wood shingle to apply wood shakes. $4,590. November 13, 2002.Reroof with tear off of wood shakes to apply fiberglass shingles. $15, 000. November 9, 2017. Structural repairs to existing garage roof framing. $10,000. June 18, 2018. Legalize accessory dwelling unit attached to rear of three -car garage. October 8, 2018. Interior remodel - kitchen, relocate pantry, relocate interior wall to convert (e) living room into a bedroom, remodel 2 (e) bedrooms, relocate coat closet and add wine closet to foyer. $75, 000. *137. Moved? ■No DYes DUnknown Date: Original location: *138. Related Features: None. B9a. Architect: Unknown b. Builder: Unknown *1310. Significance: Theme Residential Architecture Area Santa Ana Period of Significance: 1953 Property Type: Single -Family Residence Applicable Criteria: C13 (Discuss importance in terms of historical or architectural context as defined by theme, period, and geographic scope. Also address integrity) The Hester - Dempsey House is architecturally significant as an early and characteristic example of Ranch House style. It was built in 1953 and the first known residents were Hugo Jay (H.J.) Lamb and Mary E. Lamb, who resided on the property for only a year. Carl H. Benning, a retiree, and his wife Elsie G. Bening, resided on the property from 1954-1957. Thomas Hester and his wife Ann K. Hester resided on the property in 1957. Ann K. Hester continued to live on the property until 1972, 27-years after Thomas Hester's passing in 1945. John G. Dempsey and Linda Dempsey (formerly Linda Blowers) purchased the property after Mrs. Nester's death. Linda Dempsey was the daughter of Floyd A. Blower and Margaret F. Blower who were an Orange County pioneer family, settling in Tustin in the late 1800's. John and Linda Dempsey resided on the property until 1996 when the property was sold to Robert E. and Jeanette Wilde. According to city directories, Robert E. Wilde resided on the property until his passing in 2017. (See Continuation Sheet 3 of 3.) B11. Additional Resource Attributes: (List attributes and codes) *1312. 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: Pedro Gomez, AICP/City of Santa Ana (This space reserved for official comments.) Sketch Map H.J. Lamb - Dempsey House 2214 North Heliotrope Drive jv I I I ffiA A Y i 8 G � 0 +I I I _ I I 1 r 6 *Date of Evaluation: January23, 2020 DPR 523B (1/95) 25C-421 *Required information State of California — The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI # CONTINUATION SHEET Trinomial :)f 3 Resou rce Name: Haster- Dempsey House by Pedro Gomez *Date January 23, 2020 0 Continuation ❑ Update *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 Haster - Dempsey 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 El Toro Marine Base during World War 11, 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 Haster - Dempsay House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1, for its exemplification of the distinguishing characteristics of the Ranch House style. Additionally, the house has been categorized as "Contributive" because it "contributes to the overall character and history" of Santa Ana, and, as an early and intact example of the Ranch House style in the Floral Park neighborhood, "is a good example of period architecture." Character defining features of the Haster - Dempsay House that should be preserved include, but may not be limited to, materials and finishes (brick, stucco, horizontal wood board siding), low pitched dutch -gable roof with wide overhanging eaves, brick chimney, metal casement windows, and front entry porch. *13112. References (continued): Harris, Cyril M. American Architecture: An Illustrated Encyclopedia. New York, WW Norton, 1998. Hess, Alan. Ranch House. New York. Harry N. Abrams, Inc. 2004 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. "Alison Honer Dies at 84," The Santa Ana Journal September 21, 1981. "Builder of Honer Plaza Dies," Orange County Register, September 15, 1981. "History of Floral Park." http.//www.floral-park.com/Page2.htmL Santa Ana and Orange County Directories, 1940-1979. Talbert, Thomas B. (editor). The Historical Volume and Reference Works. Orange County. Whittier, CA: Historical Publishers, 1963. DPR 523L 25r-422 MILLS ACT AGREEMENT 2214 North Heliotrope Drive 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. 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 size, scale, color, material and character of the property, neighborhood, or environment. 26C-423 MILLS ACT AGREEMENT 2214 North Heliotrope Drive Santa Ana, CA 92706 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. 25C-424 EXHIBIT 24 REQUEST FOR Y KWoric Resources Commission Action F WORICRESOURCESCOMMISSIONMEETINGDATE: OCTOBER 29, 2020 TITLE: HISTORIC PROPERTY PRESERVATION AGREEMENT NO. 2020-16 (MILLS ACT) FOR THE PROPERTY LOCATED AT 2214 NORTH HELIOTROPE DRIVE Prepared by Jill Arabe, AICP HISTORIC RESOURCES COMMISSION SECRETARY APPROVED ❑ As Recommended ❑ As Amended ❑ Set Public Hearing For CONTINUED TO Executive Director Planni g Manage 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 Ryan and Amy Bruce for the property located at 2214 North Heliotrope Drive, subject to non -substantive changes approved by the City Manager and City Attorney (Exhibit 1). Request of Applicant Ryan and Amy Bruce are requesting approval to execute a Mills Act Agreement with the City of Santa Ana at an existing residence located at 2214 North Heliotrope Drive that is currently listed on the Santa Ana Register of Historical Properties. Project Location and Site Description The subject property, known as the Haster-Dempsay House, consists of an existing one-story Ranch House style residence that is approximately 3,667 square feet in size on a 16,752-square-foot residential lot (Exhibit 2). The home was added to the Santa Ana Register of Historical Properties in 2007 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. 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 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 25C-425 HPPA No. 2020-14 October 29,.2020 Page 2 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 properly rehabilitation • Provides additional incentive for potential buyers to purchase historic structures • Discourages inappropriate alterations to the property In 2004, the Historic Resources Commission placed the Haster-Dempsay House on the historical register and within the Contributive category. Character -defining features of the Haster-Dempsay House determined architecturally significant included: materials and finishes (brick, stucco, horizontal wood board siding); low pitched dutch -gable roof with wide overhanging eaves; brick chimney; metal casement windows; and front entry porch. The Haster-Dempsay House qualified for listing under Criterion 1 of Sec. 30-2, of the Santa Ana Municipal Code (SAMC), in that It exemplifies distinguishing characteristics of the Ranch House style and "contributes to the overall character and history" of Santa Ana. Additionally, the house was categorized as Contributive because it "is a good example of period architecture" in the Floral Park neighborhood. 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 CornDliance 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-2020-72 will be filed for this project. Lw� ( I III] - I(IfFAPi 91" 11 "Orm be�. Senior Pl�nner JA: sb SAHIstorlc Resources CommisslonU020110-29-2012214 N. Heliotrope Drive - Haster-Dempsay House\Staff Report - 2214 N Hollotrope ❑rlve.docx Exhibits 1 - Mills Act Agreement 2 - 500' Radius Map 3 - Site Photos -- 2214 N Heliotrope Drive 25C-426 MILLSA CT A GREEMENT 2214 North heliotrope Alve Santa Ana, CA 92706 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City o£ Santa Ana 20 Civic Center Plaza (M-30) Santa Ana, CA 92702 Attn: Cleric of the Council FREE RECORDING PURSUANT TO GOVERNMFNT 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 duty organized and existing under the Constitution and laws of the of the Stato of California (hereinafter referred to as "City"), and Ryan Bruce and Amy Bruce, Husband and Wife as Joint Tenants, (hereinafter collectively referred to as "Owner', owners of real property located at 2214 North Heliotrope Drive, Santa Ana, California, in the County of Orange and listedd 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 2214 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. 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. 2�C-427 MILES ACT ACItGdlWENT 2214 No, Heliotrope Drive Santa Ana, CA 92706 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 anal `Germs of Agreement. This Agreement shall be effective and commence on November 18, 2020, 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 nomenewal 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 slrall 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 nomenewal, 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 "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. 25t-428 MILLS ACT AGREEMENT 2214 North Heliotrope Drive Santa Ana, C4 92706 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 bettor 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 destructioll 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 Comnussion 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 Corunty Assessor, the State Department of Parks and Recreation, and the State Board ofEqualization, to determine the Owner's compliance with the terns and provisions of this Agreement. 4. 1Furnishh►g 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 has allowed the property to deteriorate to the point that it no longer meets the standards for a qualified Iistoric Property, or if the City determines that the Owner 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 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 29C-429 MILLS ACT ACREEMLNT 2214 North heliotrope Drive Santa Ana, CA 92706 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 pirposc 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 maybe commenced within thirty (30) days_ ad 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 2214 North heliotrope Drive, Assessor Parcel Number, 002-082-41, 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 covemuits, 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 -4- 25C-430 MILLS ACT AGkREMLNT 2214 North Heliotrope Drive Santa Ana, CA 92706 the IIistoric 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 unposed 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 terns 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: Ryan Bruce and Amy Bruce 2214 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. 29C-431 I (ILLS ACT AGREEMENT 2214 North Heholropa Drive 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 City prepared, supplied, or approved the plans, specifications or other doeuments 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 - - - - fhe State ofCalifotnia, with -venue in Orange County. - — — It. Reuirdation. 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 off -fee 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 in Section 1. {Signature page follows -6- 25C-432 ATTEST: DAISY GOMEZ Clerk of the Council X11WIDI0 Date: Date: APPROVED AS TO FORM: SONIA CARVALIIO City Attorney By: LISA STORCK Assistant City Attorney MILLS ACT,AGXEEMENI, 2214 North heliotrope Drive Santa Ana, CA 92706 CITY OF SANTA ANA IMISTINE RIDGE City Manager By: RYAN BRUCE AMY BRUCE RECOMMENDED FOR APPROVAL: MINH THAI Executive Director Planning and Building Agency 29C-433 MILLS ACV AGHMMENT 2214 Nordh Heliotrope Drive Sawa Ana, CA 92706 EX[[IBIT A LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS: LOT 35, EXCEPTING TIIE NORTH 2.30 FEETTHEREOF, AND THE NORTH 49.30 FEET OF LOT 34IN BLOCK "A" OF TRACT NO. 1035, AS SHOWN ON A MAP RECORDED DI BOOR 33, PAGE 46, OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA. Assessor's Parcel Number: 002-032-41 .g- 25C-434 EXECUTIVE SUMMARY Haster - Dempsay House 2214 North Heliotrope Drive Santa Ana, CA 92706 NAME Haster - Dempsey House REF. N0. ADDRESS 2214 North Heliotrope Drive CITY Santa Ana ZIP 92706 ORANGE COUNTY YEAR BUILT 1953 _ LOCAL REGISTER CATEGORY: Contributive HISTORIC DISTRICT N/A CALIFORNIA REGISTER CRITERIA FOR EVALUATION 1.3 NEIGHBORHOOD Floral Park CALIFORNIA REGISTER STATUS CODE 5S1 Location: ❑ NotforPublication ® Unrestricted ❑ Prehistoric ® Historic ❑ Both ARCHITECTURAL STYLE: Ranch House Widely published in Sunset and House Beautiful magazines, the Ranch House dominated post -World War II residential expansion and represented the most popular house form in the United States from the 1950s through 1970s, The Ranch House originated in the 1930's designs of Southern California architect Cliff May, who sought to reinvent the west's vernacular housing traditions by combining the form and massing of the traditional ranch house with a modernist's concern for Informality, expressed In materials and plan, and indoor -outdoor integration. While the style includes several variants, a basic set of character -defining features applies to most examples. In form and massing, the style evokes a sprawling ranch that developed over time, with a central block extended by wings of varying roof heights. Generally L-shaped or U-shaped in plan, the Ranch House typically has a one-story profile with strong horizontal emphasis expressed through a low pitched or flat roof with wide overhanging eaves. Asymmetrical in design, the Ranch House Is often sheathed in and accented with rustic materials such as board -and -batten siding, high brick foundations, art stone, and wood shake roofs. Indoor -outdoor Integration is achieved through the use of recessed or extended porches, set lowto the ground, and the generous use of large picture, ribbon, or corner windows. Window detailing can Include wood frames, decorative shutters, and diamond -patterned muntlns. Ornamentation includes rusticated elements, such as carved porch supports and exposed rafters, uneven rakes and flared eaves, and faux dove cotes and bird houses. SUMMARYICONCLU61ON: The Haster - Dempsey House qualifies for listing In the Santa Ana Register of Historical Properties under Criterion 1, for its exemplification of the distinguishing characteristics of the Ranch House style. Additionally, the house has been categorized as "Contributive" because it "contributes to the overall character and history" of Santa Ana, and, as an intact example of the Ranch House style in the Floral Park neighborhood, 9s a good example of period architecture" (Municipal Code, Section 30-2.2), EXPLANATION OF CODES: • California Realster Criteria for valuatio : (From California Off lee of Historic Preservation, Technical. Assistance Series 4 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. SS1: Individual property that Is listed or designated locally. EXHIBIT B 25C-435 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 Pane f of 3 Resource name(s) or number (assigned by recorder) Haster - Dempsey House P1. Other Identifier: '132. Location: []Not for Publication ■Unrestricted 'a. County Orange County 'b. USGS 7.5' Quad TCA 1725 Date: March 3, 2015 'c. Address 2214 North Heliotrope Drive City Santa Ana Zip 92706 'e. Other Locatlonal Data: Assessor's Parcel Number 002-082-41 'P3a. Description: (Describe resource and its major elements. Include design, materials, condition, alterations, size, setting, and boundaries) Located in Floral Park, this is a one-story single-family residence on a large parcel, sited with a deep setback and constructed in a Ranch House style. A three -car garage is located a few feet behind (south of) the south elevation of the residence and is attached by an open breezeway. The house and garage delineate an irregularly shaped plan, which once embraced a generously sized rear patio that has since been enclosed and converted into a family room. Asymmetrical in design, the house exhibits a strong horizontal emphasis expressed through a low pitched, gable -on -hip ("dutch gable') roof with wide, overhanging, enclosed eaves. The exterior of the house is clad in a combination of brick, smooth stucco, and horizontal wood board (clapboard) siding. A small front entry is located off -center and sheltered under the main roof of the residence characterized by a single wood column, with a cushion capital, that supports the roof overhang. The entry exhibits a modem, two -panel front door with a single sidelight and side -panel. A large metal-iramed picture window is located along the front facade with a large central panel and two -side sections of multiple lights. Additional metal -framed casement windows also appear In the east fagade, in addition to the and north and south sections of the Parade. An interior brick chimney rises above the roof ridgeline. Alterations to the house include the removal of original wood roof shingles, paint, enclosure of the original rear patio, rear bedroom extension, and the addition of an additional unit attached to the rear of the three -car garage. The residence retains much of its historical integrity and original design features that are commonly found in a Ranch House style. 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 CObject ❑Site ❑District ❑Element of District []Other P5b. Photo: (view and date) East elevation, view west January 2020 'P6. Date Constructed/Age and Sources: Shistodc 19531 City of Santa Ana Building Permits 'P7. Owner and Address: Ryan and Amy Bruce 2214 North Heliotrope Drive Santa Ana, CA 92706 'P8. Recorded by: Pedro Gomez, AICP 20 Civic Center Plaza M-20 Santa Ana, CA 92702 'P9. Date Recorded: January 23, 2020 '1310. Survey Type: Intensive Survey Update 'P11. Report Citation: (Cite survey report and other sources, or enter "none") None 'Attachments: []None ❑Location Map []Sketch Map OConfinuation Sheet ■Building, Structure, and Object Record []Archaeological Record ODistrict Record []Linear Feature Record []Milling Station Record []Rock Art Record []Artifact Record ❑Photograph Record [] Other (list) DPR 523A (1195) -Required information 25C-436 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 5S1 I. I,.o,,,= -, n. nesrc, - ucrnpsay noose B1. Historic Name: Hester -Dempsey House B2. Common Name: Same B3. Original Use: Single -Family Residence B4. Present Use: Single -Family Residence *B5. Architectural Style: Ranch House *B6. Construction History: (Construction date, alterations, and date of alterations): Constructed 1953 January 9, 1954. Plastering for H.J. Lamb by Sorenson. February 5, 1979. Extend bedroom and closet (224 sq. ft.) by Dempsey, owner. $5,712. March 13, 1979. Enclose existing patio and convert to den/family room for Dempsey, owner. $5,000. December 11, 1995. Reroof- apply built-up roof and remove wood shingle to apply wood shakes. $4,590. November 13, 2002.Reroof with tear off of wood shakes to apply fiberglass shingles. $15,000. November 9, 2017. Structural repairs to existing garage roof framing. $10,000. June 18, 2018. Legalize accessory dwelling unit attached to rear of three -car garage. October 8, 2018. Interior remodel - kitchen, relocate pantry, relocate interior wall to convert (a) living room into a bedroom, remodel 2 (a) bedrooms, relocate coat closet and add wine closet to foyer. $75,000. *B7. Moved? ■No 13Yes OUnknown Date: Original location: *Bib. Related Features: None. 89a. Architect: Unknown b. Builder: Unknown *B10. Significance: Theme Residential Architecture Area Santa Ana Period of Significance: 1953 Property Type: Single -Family Residence Applicable Criteria: C13 (Discuss importance in terms of historical or architectural context as defined by theme, period, and geographic scope. Also address integrity) The Hester- Dempsey House is architecturally significant as an early and characteristic example of Ranch House style. It was built in 1953 and the first known residents were Hugo Jay (H.J.) Lamb and Mary E. Lamb, who resided on the property for only a year. Carl H. Henning, a retiree, and his wife Elsie G. Banning, resided on the property from 1954-1957. Thomas Hester and his wife Ann K. Hester resided on the property in 1957. Ann K. Hester continued to live on the property until 1972. 27-years after Thomas Haster's passing in 1945. John G. Dempsey and Linda Dempsey (formerly Linda Blowers) purchased the property after Mrs. Nester's death. Linda Dempsey was the daughter of Floyd A. Blower and Margaret F. Blower who were an Orange County pioneer family, settling in Tustin in the late 1800's. John and Linda Dempsey resided on the property until 1996 when the property was sold to Robert E. and Jeanette Wilde. According to city directories, Robert E. Wilde resided on the property until his passing in 2017. (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: Pedro Gomez, AICP/City of Santa Ana (This space reserved for official comments.) Sketch Map H.J. Lamb - Dempsey House 2214 North Heliotrope Drive ,,.Uorxrrr - , A 0e2" �I a raw tT A arO'O'O'(�''n *Date of Evaluation: January 23, 2020 DPR 523E (1195) 25C-437 `Required information State of California— The Resources Agency Primary# DEPARTMENT OF PARKS AND RECREATION HRI # CONTINUATION SHEET -trinomial Page 3 of 3 Resource Name: Hasler- Dempsey House "Recorded by Pedro Gomez *Date January 23, 2020 N1 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 Haster- Dempsey 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" (Orance 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 El Toro Marine Base during World War 11, 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 Hester - Dempsey House qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1, for its exemplification of the distinguishing characteristics of the Ranch House style. Additionally, the house has been categorized as "Contributive"because it "contributes to the overall character and history" of Santa Ana, and, as an early and Intact example of the Ranch House style in the Floral Park neighborhood, "is a good example of period architecture." Character defining features of the Hester - Dempsey House that should be preserved include, but may not be limited to, materials and finishes (brick, stucco, horizontal wood board siding); low pitched dutch -gable roof with wide overhanging eaves; brick chimney; metal casement windows; and front entry porch. *1312. References (continued): Harris, Cyril M. American Architecture: An Illustrated Encyclopedia. New York, WW Norton, 1998. Hess, Alan. Ranch House. New York: Harry N. Abrams, Inc. 2004 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, 1964. 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. 'Alison Honer Dies at 84,"The Santa Ana Journal. September 21, 1961. "Builder of Honer Plaza Dies," Orange County Register, September 15, 1981, "History of Floral Park." http'/Avww floral -park com/paao2 html. Santa Ana and Orange County Directories, 1940-1979. Talbert, Thomas B. (editor). The Historical Volume and Reference Works: Orange County. Whittier, CA: Historical Publishers, f963. DPR 523L 25C-438 MILLSACTAGREEMENT 2214 North Hallotrope Drive 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 it, 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. S. 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 snatch 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. 1. The surface cleaning of structures shall be undertaken with the gentlest moans 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 size, scale, color, material and character of the property, neighborhood, or environment. -1- 25C-439 M11 LSACTAGXEEMENT 2214 North Hellotrope Drive Santa Ana, CA 92706 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- 25C-440 500' RADIUS HPPA 2020-16 2214 NORTH HELIOTROPE DRIVE HASTER-DEMPSAY HOUSE PLANNING AND BUILDING AGENCY EXHIBIT 2 25C-441 s e fit► v..'G--:��. m P f � ^..S' .biA f o ~ { ' iaw „A IN 't A!r' :- EXHIBIT 25 MILLS ACT AGREEMENT 888 North Main Street Santa Ana, CA 92701 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 888 TOWER APARTMENTS, LLC, a Delaware limited liability company, (hereinafter collectively referred to as "Owner"), owners of real property located at 888 North Main 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 888 North Main Street, Santa Ana, CA, 92701 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. 26C-443 MILLS ACT AGREEMENT 888 North Main Street Santa Ana, CA 92701 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 November 18, 2020, 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 "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. 26C-444 MILLS ACT AGREEMENT 888 North Main Street Santa Ana, CA 92701 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 umepaired 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 Owner have 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 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 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 25C-445 MILLS ACT AGREEMENT 888 North Main Street Santa Ana, CA 92701 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. Owner hereby subjects the Historic Property, located at 888 North Main Street, Assessor Parcel Number, 005-185-30, 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 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, 2dC-446 MILLS ACT AGREEMENT 888 North Main Street Santa Ana, CA 92701 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: 888 TOWER APARTMENTS, LLC, a Delaware limited liability company 888 North Main Street Santa Ana, CA 92701 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. 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 26C-447 MILLS ACT AGREEMENT 888 North Main Street Santa Ana, CA 92701 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 in Section 1. {Signature page follows) ATTEST: CITY OF SANTA ANA 26C-448 DAISY GOMEZ Clerk of the Council 181120101 Date: APPROVED AS TO FORM: SONIA CARVALHO City Attorney By: '4 7g, -f.L JOIA M. FUNK Assistant City Attorney MILLSACT AGREEMENT 888 North Main Street Santa Ana, CA92701 KRISTINE RIDGE City Manager By: 888 TOWER APARTMENTS, LLC, a Delaware limited liability company FOR APPROVAL: MINH THAI Executive Director Planning and Building Agency 26C-449 MILLS ACT AGREEMENT 888 North Main Street Santa Ana, CA 92701 EXHIBIT A LEGAL DESCRIPTION The Land referred to herein below is situated in the City of Santa Ana, County of Orange, State of California, and is described as follows: THAT PORTION OF THE LAND ALLOTTED TO JACOB ROSS,IN DECREE OF PARTITION OF THE RANCHO SANTIAGO DE SANTA ANA, RECORDED IN BOOK 'B" OF JUDGMENTS OF THE 17T l JUDICIAL DISTRICT COURT OF CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF BLOCK "E" OF SPURGEONS ADDITION TO SANTA ANA, AS PER MAP RECORDED IN BOOK 1 PAGE 56 OF MISCELLANEOUS RECORD MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID ORANGE COUNTY; THENCE WEST 250.00 FEET ALONG THE NORTH LINE OF SAID BLOCK, AND PROLONGATIONS THEREOF, TO THE EAST LINE OF SYCAMORE STREET, AS PER MAP RECORDED IN BOOK 1 PAGE 65 OF SAID MISCELLANEOUS MAPS; THENCE NORTH ALONG SAID EAST LINE TO THE LINE DESCRIBED IN BOUNDARY LINE AGREEMENT BETWEEN WAYLAND WOOD AND MARTHA M. MEDLOCK, AND OTHERS, RECORDED APRIL 11, 1936 IN BOOK 819, PAGE 197, OFFICIAL RECORDS OF SAID ORANGE COUNTY; THENCE EASTERLY ALONG SAID AGREEMENT LINE TO THE WEST LINE OF MAIN STREET, AS SHOWN ON SAID MAPS; THENCE SOUTH ALONG SAID WEST LINE TO THE POINT OF BEGINNING. EXCEPT THE STRIP OF LAND LYING SOUTH OF THE DIVIDING LINE ESTABLISHED IN THE AGREEMENT BETWEEN LYDIA C. SMART AND THE FIRST NATIONAL BANK OF SANTA ANA, RECORDED DECEMBER 14, 1931 IN BOOK 522 PAGE 341, OF SAID OFFICIAL RECORDS, SAID STRIP TO TERMINATE WESTERLY ON A LINE PARALLEL WITH AND EASTERLY 125.00 FEET FROM SAID EAST LINE OF SYCAMORE STREET. Assessor's Parcel Number: 005-185-30 26C-450 EXECUTIVE SUMMARY Security Bank Building 888 North Main Street Santa Ana, CA 92701 NAME Security Bank Building REF. NO. ADDRESS 888 North Main Street CITY Santa Ana ZIP 1 92701 ORANGE COUNTY YEAR BUILT 1964-1965 LOCAL REGISTER CATEGORY: Landmark North Main Commercial HISTORIC DISTRICT None NEIGHBORHOOD Corridor AM & CALIFORNIA REGISTER CRITERIA FOR EVALUATION CALIFORNIA REGISTER STATUS CODE 3S Location: ❑ Not for Publication ® Unrestricted ❑ Prehistoric M Historic ❑ Both ARCHITECTURAL STYLE: New Formalism New Formalism began in the 1960s as a rejection of the strict Modernism that had stripped buildings of all ornamentation. New Formalism employed highly stylized forms based on Classical precedents in terms of building proportion and scale, and featured strict symmetry and the suggestion of columns and entablatures. Flat -roofed, frequently with a heavy, overhanging roof slab, New Formalist buildings featured smooth exteriors of concrete, stone, or marble. The usually single volume buildings were either rectangular or circular and often set on podiums. The use of a colonnade as a compositional device, the introduction of arches (often elliptical), and the use of ornamental screens of concrete, metal, and stone also characterize New Formalist buildings. At the same time, buildings designed in a New Formalist style made use of new technologies that allowed for a more plastic and fluid use of concrete. The style was popularized nationally by architects Minoru Yamasaki and Edward Durrell Stone, as well as by Southern California architects including Welton Becket and Associates and Pereira and Associates- SUMMARY/CONCLUSION: The Security Bank Building qualifies for listing on the Santa Ana Register of Historical Properties under Criterion 4 for its embodiment of the post -World War II evolution of Santa Ana as the financial headquarters of Orange County and its historical association with a historical southern California financial institution, Security Bank. It also qualifies for listing on the Santa Ana Register of Historical Properties under Criterion 1, for its exemplification of the distinguishing characteristics of the New Formalism style of architecture and under Criterion 2 as the work in Santa Ana of a notable architect, Welton Becket and Associates, whose work influenced architectural development. Additionally, the property has been categorized as "Landmark" because "it has an historical/cultural significance to the city" for its role in the historical development of Santa Ana as a financial center and its association with Security Bank, and because "it has a unique architectural significance" as an example of the New Formalism style of architecture designed by master architect Welton Becket and Associates. 25C-451 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.) 3S: Eligible for the National Register. • 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. 25C-452 State of California — The Resources Agency DEPARTMENT OF PARKS AND RECREATION PRIMARY RECORD Primary HRI # NRHP Status Other Listings Review Code Reviewer Page 1 of 6 Resource name(s) or number (assigned by recorder) Security Bank Building P1. Other Identifier: *P2. Location: []Not for Publication ■Unrestricted *a. County Orange County *b. USGS 7.5' Quad TCA 1725 Date _August 28, 2017 *c. Address 888 North Main Street City Santa Ana Zip 92701 *e. Other Locational Data: Assessors Parcel Number 005-185-30 *P3a. Description: (Describe resource and its major elements. Include design, materials, condition, alterations, size, setting, and boundaries) The Security Bank building occupies several lots on the west side of North Main Street, between Civic Center Drive and 10" Street. The property extends west to Sycamore Street, where a surface parking lot is located. Designed in the New Formalism style, the ten -story building consists of an eight -story tower set upon an arcaded, two-story podium. The tower is flat -roofed with a broad fascia; a mechanical penthouse is set back from the roof edges and not visible from nearby streets. Of concrete construction, the exterior walls of the tower are characterized by bays of windows, deeply set within slightly segmental -arched openings, resulting in a honeycomb appearance. Each bay contains a pair of dark -tinted, anodized aluminum -framed windows, separated by a molded concrete mullion. Piers, distinguished from the mullions by their broader width, define ten bays on the east (fagade) and west (rear) elevations and nine bays on the north and south (side) elevations. A single groove also marks each pier while similar grooves subtly define each story. The corners of the tower are fenestrated rather than defined by piers. Each elevation is symmetrical and nearly identical in appearance. (See Continuation Sheet 3 of 6.) *P3b. Resource Attributes: (list attributes and codes) HP7. 3+ story commercial building *P4. Resources Present: ■Building ❑Structure ❑Object []Site ❑District ❑Element of District ❑Other P5a. Photo JIPW IIIIIIIIIII J! LI ��IIIII�IIIII�IIIIIIII1111111111 i��iiililllplll � (IIIIIIIII1111 "��IiIIIl011�1(I IIIIIIII1111111111 '��Iliillllll7lll�[I111111111111111111 ipUIIIUIIIl1111��111111111 •` IIIIIIillllllll�j1i�1r��lli� P5b. Photo: (view and date) View southwest (east and north elevations) August 23, 2017 *P6. Date Constructed/Age and Sources: ■historic 1964-1966/City of Santa Ana Building Permits *P7. Owner and Address: Eastcom Corp 888 North Main Street Santa Ana, CA 92701 *P8. Recorded by: Leslie Heumann/Chattel Inc., for the City of Santa Ana 20 Civic Center Plaza M-20 Santa Ana, CA 92702 *139. Date Recorded: August 28, 2017 *P10. Survey Type: Intensive Survey Update *P11. Report Citation: (Cite survey report and other sources, or enter "none") Kaplan Chen Kaplan. Statement of Significance and Description of the Security Bank Building, 888 North Main Street. No date (circa 2017). *Attachments: []None ❑Location Map []Sketch Map ■Continuation Sheet ■Building, Structure, and Object Record []Archaeological Record []District Record ❑Linear Feature Record ❑Milling Station Record ❑Rock Art Record []Artifact Record []Photograph Record ❑ Other (list) DPR 523A (1/95) 25C-453 *Required information State of California— The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI# BUILDING, STRUCTURE, AND OBJECT RECORD Page 2 of 6 *NRHP Status Code 3S *Resource Name or #: Security Bank Building B1. Historic Name: Security Bank Building B2. Common Name: Same B3. Original Use: Multi -story Commercial B4. Present Use: Vacant *B5. Architectural Style: New Formalism *B6. Construction History: (Construction date, alterations, and date of alterations): Constructed 1964-1966 October 14, 1964, #7744. [Building]. Carter Co., owner and contractor. $2, 700, 00. August 12, 1964. #7295. Foundation only for office building. Carter Co. $100, 000. August 17, 1964. #7333. Shoring for basement. Carter Co. $68,000. March 16, 1965. #926. Plastering. May 12, 1965. #9635. 2nd floor partitions. Carter Co. $4,000. (See Continuation Sheet 3 of 6.) *137. Moved? ■No ❑Yes MUnknown Date: Original Location: *138. Related Features: None. B9a. Architect: Welton Becket and Associates b. Builder: Carter Company *13110. Significance: Theme Commercial Development and Commercial Architecture Area Santa Ana Period of Significance: 1964-1966 Property Type: Multi -story Commercial Applicable Criteria: All and C13 (Discuss importance in terms of historical or architectural context as defined by theme, period, and geographic scope. Also address integrity) The Security Bank Building is historically significant for its association with post -World War 11 development of downtown Santa Ana as the financial headquarters of Orange County and for representing the history of Security Bank, a southern California financial institution for over 100 years. It is also architecturally significant for its New Formalist design by master architect Welton Becket and Associates./n October 1964, the Carter Company applied for a building permit to construct a ten - story bank and office building on Main Street with an estimated value of $2,700,000. The Carter Company, based in Los Angeles and incorporated in 1956, initially functioned solely as a builder of office and industrial buildings, adding ownership and development to their portfolio in the 1960s. Other projects of the company included 3075 Wilshire Boulevard and the Wilshire Court Financial Center, both high-rise buildings in Los Angeles. Building permits for the Main Street property suggest that the shell of the building was completed first, and then as interior spaces were leased, interior partitions were added. The building was described by the Los Angeles Time as adding a "10-story sculptured profile to [the] Santa Ana skyline ("Sculptured Look," Los Angeles Times. April 3, 1966, page 120). When the building opened in November 1966, the value of the property was reportedly $5,000,000. From 1967 through 1996, the building housed professional tenants, including attorneys, insurance agents, investigators, and accountants, as well as the bank. Orange County leased the entire building in 1996 from then owner Eastcom of Newport Beach for a variety of public services. Although numerous interior renovations (See Continuation Sheet 3 of 6.) 1311. Additional Resource Attributes: (List attributes and *13112. References: City of Santa Ana Building Permits Santa Ana History Room Collection, Santa Ana Public Library Sanborn Maps (See Continuation Sheet 4 of 6.) B13. Remarks: *13114. Evaluator: Leslie Heumann *Date of Evaluation: August 28, 2017 (This space reserved for official comments.) v Security Bank Building 888 North Main Street z� ane Ar. 1n a 09 A.s. ,A-. E0 A3f M. krlp----- —_ 60aS � `$ I 0 O _ I IT All A[.: " Z I AM DPR 523E (1/95) *Required information 25C-454 State of California — The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI # CONTINUATION SHEET Trinomial *Recorded by Leslie Heumann *Date August 28, 0 Continuation ❑ Update *133a. Description (continued): The ground level podium is divided into three parts. one-story, flat -roofed wings that extend beyond the tower on the north and south and the set -back, central base of the tower. The roofs of the side wings extend beyond the building to form a canopy over the sidewalk. A continuous arcade of segmental arches carried on broad piers spans the central section. Pebble -dash surfaces characterize the arcade, while the first floor of the building, including the side wings, consists almost entirely of window walls framed by anodized aluminum. Currently (2017), some of these windows are missing. The shallow courtyard created by the central setback is paved with large squares of cement or terra cotta tiles, some of these appear to have been replaced. Two young palm trees are planted within the courtyard and are the sole landscaping of the property. Other than the current construction, the property appears to be in relatively good condition and retains a high degree of integrity. *136. Construction History (continued): August 19, 1965. #10472. Metal face sign for Pacific Southwest Realty. $9, 000 August 27, 1965. #10562. 1 wall sign and 2 post signs for E F. Hutton. $1, 500. September 1, 1965. #10582. Interior partitions and entrance door. Carter Co. $5, 000. October 20, 1965. 2 wall signs. $2,400. November 25, 1965. #11250. Interior partitions, 3rtl floor. Carter Co. $2, 000. December 8, 1965.#11332. Interior partitions, 91h floor. Carter Co. $2, 000. December 9, 2017. #11338. Interior partitions, 91h floor. Carter Co. $1,400. January 12, 1966. #11529. Interior partitions, 310 and 4" floors. Carter Co. for Telephone and Telegraph Co. $20, 000. January 14, 1966. #11546. Fire Sprinkler system for Security Bank. $20, 000. January 25, 1966. #11657 Interior alterations on 5" and half of 61h floor. Carter Co. $5, 000. February 15, 1966. #11762. Interior partitions, 8rh floor. Carter Co. $1,000. May 24, 1966. #12667. May 24, 1966. Interior partitions, basement. Carter Co. $15,000. May 24, 1966. #12668. May 24, 1966. Interior partitions, 10" floor. Carter Co. $2, 000. May 25, 1966. #12684. Electric pole sign. Carter Co. $2, 000. June21, 1966. #12878. Interior partitions. Carter Co. $1,000. July 22, 1966. #13090. Interior partitions, 61h floor. Carter Co. $2, 000. September 19, 1966. #13479. Interior partitions. 9rh floor. Carter Co. $5, 000. October 10, 1966. #13611. Interior partitions, 8tb floor. Carter Co. $3,000. October20, 1966. #13667 Interior partitions, Is' floor. Carter Co. $15,000. October28, 1966. #13710. Interior partitions, 101"floor. Carter co. $1,000. November 18, 1966. #13822. Wall signs for Transamerica Title. $1,800. The building opened in November 1966. It had already been reported 70 percent occupied in July 1966. Nonetheless, work on interior partitions continued as various tenants moved into the building or required remodeling. Between January 1967 and August 1988, 22 building permits were issued for interior partitions. Between 1970 and 1993, another 38 permits were issued for various interior remodel and tenant improvements. The building permit files do not contain records for the period between 1994 and 2003. The building was partially re -roofed in 2003. There are currently several building permit applications pending for adaptive reuse. *13110. Significance (continued): were made over the years to accommodate a variety of tenants, the exterior of the building, with the exception of the removal of signage (and the current removal of ground floor windows), has remained remarkably unaltered, as photographs from 1966 and 2008 attest. 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. Early growth was stimulated by the arrival of the Southern Pacific Railroad in 1878 and the Santa Fe Railroad in 1886. Also in 1886, Santa Ana incorporated as a city, and in 1889, the city was selected as the seat of the newly created County of Orange. The city grew outwards from the core, with residential neighborhoods developing around the city center and agricultural uses predominating in the outlying areas, with cultivated fields and orchards dotted with widely scattered farmhouses. The Security Bank Building is in the North Main Commercial Corridor, located between the French Park and Willard neighborhoods in the northwest quadrant of the city. The corridor area is bounded Interstate 5 on the north, the eastern property lines of Main Street on the east, Civic Center Drive on the south, and Broadway on the west. By the end of the DPR 523L 25C-455 State of California — The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI # CONTINUATION SHEET Trinomial 'Recorded by Leslie Heumann *Date August 28, 0 Continuation ❑ Update *1310. Significance (continued): 1880s, Santa Ana's downtown business district was defined by five city blocks of brick commercial buildings on Fourth Street. By 1906, commercial development had begun to spring up on surrounding and intersecting streets. The 1906 Sanborn maps of North Main Street show a handful of commercial buildings south of 101h Street, mostly in proximity to the Fourth Street corridor, plus a few churches and the high school, but the remainder of the buildings on the street at that time were single-family residences. During the 1920s new construction along north/south arterials such as Main Street and Broadway extended the footprint of downtown even further. The 1949 Sanborn maps illustrate a street well on its way to transforming from primarily residential to mostly commercial uses. While some formerly residential properties were reused as offices, clinics, and retail establishments, other commercial properties were built for the purpose. The west side of Main Street, between Church (Civic Center) and 10`h Street was home to one-story buildings housing used car sales, a gas station and auto repair shop, and furniture shop. The post -World War II years witnessed tremendous growth and prosperity in most southern California communities including Santa Ana, obliterating the remaining agricultural properties and cementing Main Street's new identity as a commercial thoroughfare. A late 1960s Santa Ana Chamber of Commerce annual report rhapsodized. "the striking new structures looming up out of the Civic Center and the handsome high-rises adding luster to the business districts are graphic testimony to Santa Ana's growing importance as the professional and financial center of Orange County." The Chamber of Commerce added, `modern high-rise buildings mushrooming on North Main Street and in other businesses point to Santa Ana's increasingly important position as a regional headquarters for major banking and insurance firms. Among the banks basing regional offices here are Bank of America, Bank of California, First Western, Security Pacific National, southern California First National, United California and Crocker Citizens." The report concludes that `Santa Ana's prominence as the financial center of Orange County and its housing of all the major county government and judicial offices are further positive reasons for its emergence as a `headquarters city" (Circa 1967 Chamber of Commerce Annual Report quoted in Kaplan Chen Kaplan, page 2). The Security Bank Building in Santa Ana was constructed as the Orange County headquarters for the Security Bank. Security Bank was founded in 1889 by Joseph Sartori as the Security Savings Bank and Trust Company in Los Angeles. Its early growth was fueled by acquistions of its competitors, six before World War 1. By 1927, the bank began offering a new product, installment mortgage loans. With the 1929 merger with First National Bank, an immense new financial institution was born, Security First National Bank, with 157 branch offices and $600 million in assets. Another competitor, the historic Farmers and Merchants Bank of Los Angeles, was acquired in 1956. The name of the bank had been shortened to Security Bank by 1966. Aother merger, with the San Francisco bank Pacific National in 1968, resulted in a new name, Security Pacific National Bank. By 1989 the bank was the fifth largest in the United States. This era of growth was reversed in the following years as the bank dealt with setbacks by scaling back operations. In 1991-1992 Security Pacific merged with Bank of America and ceased to exist as an independent entity after 103 years of operation. Architect Welton Becket and Associates, one of the most important architectural firms to emerge from southern California during the twentieth century, designed the Orange County Security Bank headquarters in Santa Ana. According to a recent historical report about the building (Kaplan Chen Kaplan, page 4): Architect Welton Becket and his firm, Welton Becket and Associates, is credited with transforming the cityscape of postwar Southern California with their modern commercial and institutional designs. The Getty Institute describes Becket as `an acclaimed architect whose iconic designs defined the built environment of Los Angeles in the midtwentieth century." As early as the 1930s, Becket embraced the philosophy of "total design," where the architect is responsible for all aspects of design including site planning, engineering, interior spaces and finishes, as well as landscaping. Becket graduated from the University of Washington with a Bachelor of Architecture degree in 1927. The next year he studied in France at the Ecole des Beaux-Arts. His early positions included Chief designer for C. Waldo Powers (1929-1932), and partnerships including Plummer, Wurdeman & Becket, (1933-1938) and Wurdeman & Becket (1938-1949) located in Los Angeles. [Wurdeman and Becket were the designers of the Buffums Department Store, built across the street from the Security Bank site at 909 North Main Street in 1949-1950.1 Becket's prolific partnership with Walter Wurdeman ended due to Wurdeman's untimely death in 1949. In 1949 Becket established Welton Becket and Associates and grew the firm by designing for corporate and institutional clients. The firm was solely owned by Becket and DPR 523L 2 5 C -456 State of California — The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI # CONTINUATION SHEET Trinomial 'Recorded by Leslie Heumann *Date August 28, 0 Continuation ❑ Update *1310. Significance (continued): became an example of the newly emerging corporate architectural firm. Before his death in 1969, Becket's firm was one of the largest in the country with around 500 employees. Becket met with all clients, checked all designs and plans and visited job sites. Becket attracted and retained skilled designers who he lead [sic] with his vision of architecture working along the continuum of Modern styles from Streamline Moderne, Later Moderne, and International Style. By the 1960s Welton Becket and Associates was the nation's largest architectural office. Becket and his firm are responsible for dozens of Southern California's significant Modern structures of the postwar era, including the Capitol Records Tower (1956), the Cinerama Dome, the world's first concrete geodesic dome (1964), and the Los Angeles Music Center (1964-1969), Beverly Hilton Hotel (1953-55), Security Pacific National Bank, Westwood (1967), UCLA, various campus buildings (1959-1968), master plan for Century City. In 1952 Becket was elected a Fellow of the American Institute of Architects. Becket and his firm received dozens of local, national and international awards for design and implementation of their designs. The Security Bank Building is an example of one of the Modern architecture substyles that emerged in response to the perceived sterility and ahistoricism of the International Style. New Formalism began in the 1960s and employed proportions, massing, articulation, and detailing derived from Classicism, including symmetry and the suggestion of columns and entablatures. Flat -roofed, frequently with a heavy, overhanging roof slab, New Formalist buildings featured smooth exteriors of concrete, stone, or marble. The usually single volume buildings were either rectangular or circular and often set on podiums. The use of a colonnade as a compositional device, the introduction of arches (often elliptical), and the use of ornamental screens of concrete, metal, and stone also characterize New Formalist buildings. At the same time, buildings designed in a New Formalist style made use of new technologies that allowed for a more plastic and fluid use of concrete. The style was popularized nationally by architects Minoru Yamasaki and Edward Durrett Stone, as well as by Southern California architects including Welton Becket and Associates and Pereira and Associates. The Security Bank Building qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 4 for its embodiment of the post -World War H evolution of Santa Ana as the financial headquarters of Orange County and its historical association with a historical Southern California financial institution, Security Bank. It also qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1, for its exemplification of the distinguishing characteristics of the New Formalism style of architecture and under Criterion 2 as the work in Santa Ana of a notable architect, Welton Becket and Associates, whose work influenced architectural development. Additionally, the property has been categorized as "Landmark" because "it has an historical/cultural significance to the city" for its role in the historical development of Santa Ana as a financial center and its association with Security Bank and because "it has a unique architectural significance" as an example of the New Formalism style of architecture designed by master architect Welton Becket and Associates. Character defining features of the Security Bank Building include: its massing, with a nearly square, tower set atop a podium with side wings, symmetrical compostion, two and ten -story height, flat roofs, edged by broad fasciae, roof overhangs at the side pavilions, exterior materials and textures, including concrete skin of the tower, pebble dash finish of the arcade, anodized aluminum window, door and wall frames, and fluted surfaces along a portion of the first floor, organization and articulation of bays, ground floor arcade, and shallow front courtyard. *1312. References (continued): Harris, Cyril M. American Architecture: An Illustrated Encyclopedia. New York, WIN 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) and Proquest (Los Angeles Times). *1312. References (continued): DPR 523L 25^-457 State of California — The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI # CONTINUATION SHEET Trinomial 'Recorded by Leslie Heumann *Date August 28, 0 Continuation ❑ Update Kaplan Chen Kaplan. Statement of Significance and Description of the Security Bank Building, 888 North Main Street. No date (circa 2017). (`Sculptured Look, "Los Angeles Times, April 3, 1966, page 120 `Security Pacific: A History,"Los Angeles Times, April22, 1992. Santa Ana Chamber of Commerce Annual Report 1967. Santa Ana Public Library, History Room Vertical Files. "Welton Becket Architectural Drawings and Photographs, 1930-1969," httpl/primo.getty. edu/primo_libraryllibweb/action/d/Display. do?vid=GRI&afterPDS=true&institution=01 GRI&docld=GE TTY ALMA21134581100001551. DPR 523L 25^-458 MILLS ACT AGREEMENT 888 North Main Street Santa Ana, CA 92701 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 29C-459 MILLS ACT AGREEMENT 888 North Main Street Santa Ana, CA 92701 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 fixture, the essential form and integrity of the structure would be unimpaired. 26C-460 EXHIBIT 26 REQUEST FOR Mal Historic Resources Commission Action U117 hi HISTORIC RESOURCES COMMISSION MEETING DATE: OCTOBER 29, 2020 TITLE: HISTORIC PROPERTY PRESERVATION AGREEMENT NO. 2020-17 (MILLS ACT) FOR THE PROPERTY LOCATED AT 888 NORTH MAIN STREET Prepared by Jill Arabe, AICP HISTORIC RESOURCES COMMISSION SECRETARY APPROVED ❑ As Recommended ❑ As Amended ❑ Set Public Hearing For CONTINUED TO Executive Director Planniig Manag 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 888 TOWER APARTMENTS, LLC, for the property located at 888 North Main Street, subject to non -substantive changes approved by the City Manager and City Attorney (Exhibit 1). Request of Applicant 888 TOWER APARTMENTS, LLC, a Delaware limited liability company, is requesting approval to execute a Mills Act Agreement with the City of Santa Ana at an existing commercial building located at 888 North Main Street that is currently listed on the Santa Ana Register of Historical Properties. Project Location and Site Description The subject property, known as the Security Bank Building, consists of an existing ten -story New Formalism style building that is approximately 114,365 square feet in size on a 60,468-square-foot commercial lot (Exhibit 2). The commercial building was added to the Santa Ana Register of Historical Properties in 2017 and categorized as "Landmark." 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. The property is listed on the Santa Ana Register of Historical Properties and categorized as Landmark, making it eligible for a Mills Act agreement. 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 25C-461 HPPA No. 2020-17 October 29, 2020 Page 2 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 In 2017, the Historic Resources�Commission placed the Security Bank Building on the historical register and within the Landmark category. Character -defining features of the Security Bank Building determined architecturally significant included: its massing, with a nearly square, tower set atop a podium with side wings; symmetrical composition; two and ten -story height; flat roofs, edged by broad fasciae; roof overhangs at the side pavilions; exterior materials and textures, including concrete skin of the tower, pebble dash finish of the arcade, anodized aluminum window, door and wall frames, and fluted surfaces along a portion of the first floor; organization and articulation of bays; ground floor arcade; and shallow front courtyard. The Security Bank Building qualified for listing under Criterion 4 of Sec. 30-2, of the Santa Ana Municipal Code (SAMC), in that it embodied the post -World War II evolution of Santa Ana as the financial headquarters of Orange County and association with Security Bank, a historical Southern California financial institution. Additionally, the building was categorized as Landmark for its "unique architectural significance" as an example of the New Formalism style of architecture designed by master architect Welton Becket and Associates. The property has no identified unauthorized modifications. It is currently undergoing renovations for the adaptive reuse of the building for multifamily residential. Construction is anticipated to be completed before the end of the year. 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-2020-76 will be filed for this project. Jill ra IC Senior Planner JA:sb S:1H1storic Resources Commission12020110-29-201888 N. Main Street- Security Bank BulldinglStaff Report- 888 N Main Street.docx Exhibits 1 - Mills Act Agreement 2 - 500' Radius Map 3 - Site Photos — 888 North Main Street 25C-462 MILLS ACT AGREEMENT 888 North Main Street Santa Ana, CA 92701 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Santa Ana 20 Civic Center Plaza (M-30) Santa Ana, CA 92702 Attn: Cleric 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 888 TOWER APARTMENTS, LLC, a Delaware limited liability company, (hereinafter collectively referred to as "Owner"), owners of real property located at 888 North Main 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 888 North Main Street, Santa Ana, CA, 92701 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. 25C-463 MILLSACTAGREEMENT 888 North Main Street Santa Ana, CA 92701 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 i 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 November 18, 2020, 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 nomenewal 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 nomenewal. The City may, at any time prior to the annual renewal date of the Agreement, withdraw its notice to the Owner of nomenewal. 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 "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. 2k-464 MILLS ACT AGREEMENT 888 North Main Street Santa Ana, CA 92701 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. e. 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 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 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 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 Yz) percent by Government Code Section 50286) of the current fair market value of the ZSC-465 MILLS ACT AGREEMENT 888 North Main Street Santa Ana, CA 92701 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. Owner hereby subjects the Historic Property, located at 888 North Main Street, Assessor Parcel Number, 005-185-30, 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 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, 25"'�-466 MILLSACTAGREEMENT 888 North Main Street Santa Ana, CA 92701 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: 888 TOWER APARTMENTS, LLC, a Delaware limited liability company 888 North Main Street Santa Ana, CA 92701 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. 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 ZSC-467 MILLS ACT AGREEMENT 888 North Main Street Santa Ana, CA 9270I 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. 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 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 in Section 1. {Signature page follows) ATTEST: CITY OF SANTA ANA 26C-468 DAISY GOMEZ Clerk of the Council OWNER Date: APPROVED AS TO FORM: SONIA CARVALHO City Attorney By: LISA STORCK Assistant City Attorney MILLSACTAGPEEMENT 888 North Main Street Santa Ana, CA 92701 KRISTINE RIDGE City Manager By: 888 TOWER APARTMENTS, LLC, a Delaware limited liability company RECOMMENDED FOR APPROVAL: MINH THAI Executive Director Planning and Building Agency 2-3C-469 MILLS A CT A GREEMENT 888 North Main Street Santa Ana, CA 92701 EXHIBIT A LEGAL DESCRIPTION The Land referred to herein below is situated in the City of Santa Ana, County of Orange, State of California, and is described as follows: THAT PORTION OF THE LAND ALLOTTED TO JACOB ROSS, IN DECREE OF PARTITION OF THE RANCHO SANTIAGO DE SANTA ANA, RECORDED IN BOOK 'B" OF JUDGMENTS OF THE 127TH JUDICIAL DISTRICT COURT OF CALIFORNIA, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF BLOCK "E" OF SPURGEONS ADDITION TO SANTA ANA, AS PER MAP RECORDED IN BOOK 1 PAGE 56 OF MISCELLANEOUS RECORD MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID ORANGE COUNTY; THENCE WEST 250.00 FEET ALONG THE NORTH LINE OF SAID BLOCK, AND PROLONGATIONS THEREOF, TO THE EAST LINE OF SYCAMORE STREET, AS PER MAP RECORDED IN BOOK 1 PAGE 65 OF SAID MISCELLANEOUS MAPS; THENCE NORTH ALONG SAID EAST LINE TO THE LINE DESCRIBED IN BOUNDARY LINE AGREEMENT BETWEEN WAYLAND WOOD AND MARTHA M. MEDLOCK, AND OTHERS, RECORDED APRIL 11, 1936 IN BOOK 819, PAGE 197, OFFICIAL RECORDS OF SAID ORANGE COUNTY; THENCE EASTERLY ALONG SAID AGREEMENT LINE TO THE WEST LINE OF MAIN STREET, AS SHOWN ON SAID MAPS; THENCE SOUTH ALONG SAID WEST LINE TO THE POINT OF BEGINNING. EXCEPT THE STRIP OF LAND LYING SOUTH OF THE DIVIDING LINE ESTABLISHED IN THE AGREEMENT BETWEEN LYDIA C. SMART AND THE FIRST NATIONAL BANK OF SANTA ANA, RECORDED DECEMBER 14, 1931 IN BOOK 522 PAGE 341, OF SAID OFFICIAL RECORDS, SAID STRIP TO TERMINATE WESTERLY ON A LINE PARALLEL WITH AND EASTERLY 125.00 FEET FROM SAID EAST LINE OF SYCAMORE STREET. Assessor's Parcel Number: 005-185-30 25C-470 EXECUTIVE SUMMARY Security Bank Building 888 North Main Street Santa Ana, CA 92701 NAME Security Bank Building REF. NO. ADDRESS 888 North Main Street CITY Santa Ana ZIP 1 92701 ORANGE COUNTY YEAR BUILT 1964-1965 LOCAL REGISTER CATEGORY: Landmark HISTORIC DISTRICT None NEIGHBORHOOD North Main Commercial Corridor CALIFORNIA REGISTER CRITERIA FOR EVALUATION C/3 & CALIFORNIA REGISTER STATUS CODE 3S Location: ❑ Not for Publication M Unrestricted ❑ Prehistoric ® Historic ❑ Both ARCHITECTURAL STYLE: New Formalism New Formalism began in the 1960s as a rejection of the strict Modernism that had stripped buildings of all ornamentation. New Formalism employed highly stylized forms based on Classical precedents in terms of building proportion and scale, and featured strict symmetry and the suggestion of columns and entablatures. Flat -roofed, frequently with a heavy, overhanging roof slab, New Formalist buildings featured smooth exteriors of concrete, stone, or marble. The usually single volume buildings were either rectangular or circular and often set on podiums. The use of a colonnade as a compositional device, the introduction of arches (often elliptical), and the use of ornamental screens of concrete, metal, and stone also characterize New Formalist buildings. At the same time, buildings designed in a New Formalist style made use of new technologies that allowed for a more plastic and fluid use of concrete. The style was popularized nationally by architects Minoru Yamasaki and Edward Durrell Stone, as well as by Southern California architects including Welton Becket and Associates and Pereira and Associates. SUMMARY/CONCLUSION: The Security Bank Building qualifies for listing on the Santa Ana Register of Historical Properties under Criterion 4 for its embodiment of the post -World War II evolution of Santa Ana as the financial headquarters of Orange County and its historical association with a historical southern California financial institution, Security Bank. It also qualifies for listing on the Santa Ana Register of Historical Properties under Criterion 1, for its exemplification of the distinguishing characteristics of the New Formalism style of architecture and under Criterion 2 as the work in Santa Ana of a notable architect, Welton Becket and Associates, whose work influenced architectural development. Additionally, the property has been categorized as "Landmark" because "it has an historical/cultural significance to the city" for its role in the historical development of Santa Ana as a financial center and its association with Security Bank, and because "it has a unique architectural significance" as an example of the New Formalism style of architecture designed by master architect Welton Becket and Associates. EXHIBIT B 25C-471 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.) 3S: Eligible for the National Register. • 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. 25C-472 State of California -The Resources Agency DEPARTMENT OF PARKS AND RECREATION PRIMARY RECORD Page 1 of 6 Other Listings Review Code or Primary # HRI # NRHP Status Code P1. Other Identifier: *132. Location: ❑Not for Publication ■Unrestricted *a. County Orange County *b. USGS 7.5' Quad TCA 1725 Date: August 28, 2017 *c. Address 888 North Main Street City Santa Ana Zip 92701 *a. Other Locational Data: Assessors Parcel Number 005-185-30 *133a. Description: (Describe resource and Its major elements. Include design, materials, condition, alterations, size, setting, and boundaries) The Security Bank building occupies several lots on the west side of North Main Street, between Civic Center Drive and 101^ Street. The property extends west to Sycamore Street, where a surface parking lot is located. Designed in the New Formalism style, the ten -story building consists of an eight -story tower set upon an arcaded, two-story podium. The tower is flat -roofed with a broad fascia; a mechanical penthouse is set back from the roof edges and not visible from nearby streets. Of concrete construction, the exterior walls of the tower are characterized by bays of windows, deeply set within slightly segmental -arched openings, resulting in a honeycomb appearance. Each bay contains a pair of dark -tinted, anodized aluminum -framed windows, separated by a molded concrete mullion. Piers, distinguished from the mullions by their broader width, define ten bays on the east (fagade) and west (rear) elevations and nine bays on the north and south (side) elevations. A single groove also marks each pier while similar grooves subtly define each story. The corners of the tower are fenestrated rather than defined by piers. Each elevation is symmetrical and nearly identical in appearance. (See Continuation Sheet 3 of 6.) *P3b. Resource Attributes: (list attributes and codes) HP7. 3+story commercial building *P4. Resources Present: ■Building ❑Structure ❑Object ❑Site ❑District ❑Element of District ❑Other * r . Axa j J!l�� li# P5b. Photo: (view and date) View southwest (east and north elevations) August 23, 2017 *P6. Date Constructed/Age and Sources: ■historic 1964-1966/City of Santa Ana Building Permits *P7. Owner and Address: Eastcom Corp 888 North Main Street Santa Ana, CA 92701 *P8. Recorded by: Leslie Neuman/Chattel Inc., for the City of Santa Ana 20 Civic Center Plaza M-20 Santa Ana, CA 92702 *Pg. Date Recorded: August 28, 2017 *P10. Survey Type: Intensive Survey Update *P11. Report Citation: (Cite survey report and other sources, or enter "none") Kaplan Chen Kaplan. Statement of Significance and Description of the Security Bank Building, 888 North Main Street. No date (circa 2017). *Attachments: []None []Location Map ❑Sketch Map ■Continuation Sheet EBuilding, Structure, and Object Record OArchaeological Record []District Record []Linear Feature Record ❑Milling Station Record []Rock Art Record OArtifact Record ❑Photograph Record ❑ Other (list) DPR 523A (1195) *Required information 25C-473 State of California -The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI# BUILDING, STRUCTURE, AND OBJECT RECORD Page 2 of 6 *NRHP Status Code 3S *Resource Name or #: Security Bank Building 61. Historic Name: Security Bank Building B2. Common Name: Same B3. Original Use: Multi -story Commercial B4. Present Use: Vacant *B5. Architectural Style: New Formalism *86. Construction History: (Construction date, alterations, and date of alterations): Constructed 1964-1966 October 14, 1964, 97744. [Building]. Carter Co., owner and contractor. $2,700,00. August 12, 1964. #7295. Foundation only for office building. Carter Co. $100,000. August 17, 1964. #7333. Shoring forbasement. Carter Co. $68,000. March 16, 1965. #926. Plastering. May 12, 1965. #9635. 20d floor partitions. Carter Co. $4,000. (See Continuation Sheet 3 of 6.) *87. Moved? ENO MYes ❑Unknown Date: Original Location: *138. Related Features: None. 69a. Architect: Welton Becket and Associates b. Builder: Carter Company *B90. Significance: Theme Commercial Development and Commercial Architecture Area Santa Ana Period of Significance: 1964-1966 Property Type: Multi -story Commercial Applicable Criteria: All and C13 (Discuss importance In terms of historical or architectural context as dented by theme, period, and geographic scope. Also address integrity) The Security Bank Building is historically significant for its association with post -World War II development of downtown Santa Ana as the financial headquarters of Orange County and for representing the history of Security Bank, a southern California financial institution for over 100 years. It is also architecturally significant for its New Formalist design by master architect Welton Becket and Associates.ln October 1964, the Carter Company applied for a building permit to construct a ten - story bank and office building on Main Street with an estimated value of $2,700,000. The Carter Company, based in Los Angeles and incorporated in 1956, initially functioned solely as a builder of office and industrial buildings, adding ownership and development to their portfolio in the 1960s. Other projects of the company included 3075 Wilshire Boulevard and the Wilshire Court Financial Center, both high-rise buildings in Los Angeles. Building permits for the Main Street property suggest that the shell of the building was completed first, and then as interior spaces were leased, interior partitions were added. The building was described by the Los Anne/es Time as adding a "10-story sculptured profile to [the] Santa Ana skyline ("Sculptured Look," Los Angeles Times, April 3, 1966, page 120). When the building opened in November 1966, the value of the property was reportedly $5,000,000. From 1967 through 1996, the building housed professional tenants, including attorneys, insurance agents, investigators, and accountants, as well as the bank. Orange County leased the entire building in 1996 from then owner Eastcom of Newport Beach for a variety of public services. Although numerous interior renovations (See Continuation Sheet 3 of 6.) 1311. Additional Resource Attributes: (List attributes and *812. References: City of Santa Ana Building Permits Santa Ana History Room Collection, Santa Ana Public Library Sanborn Maps (See Continuation Sheet 4 of 6.) B13. Remarks: *814. Evaluator: Leslie Heumann *Date of Evaluation: August 28, 2017 (This space reserved for official comments.) DPR 523E (1195) v " Security Bank Building 888 North Main Street r� a.ais AC. zr T d A4. O.d46O py5onr. Qd O SPURG Ni S n 0 25 a 0 *Required information 25C-474 State of California —The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI # CONTINUATION SHEET Trinomial Page 3 of 6 Resource Name: Security Bank Building *Recorded by Leslie Heumann O Continuation ❑ Update *123a. Description (continued): *Date August 28, 2017 The ground level podium is divided into three parts: one-story, flat -roofed wings that extend beyond the tower on the north and south and the set -back, central base of the tower. The roofs of the side wings extend beyond the building to form a canopy over the sidewalk. A continuous arcade of segmental arches carried on broad piers spans the central section. Pebble -dash surfaces characterize the arcade, while the first floor of the building, including the side wings, consists almost entirely of window walls framed by anodized aluminum. Currently (2017), some of these windows are missing. The shallow courtyard created by the central setback is paved with large squares of cement or terra colts tiles; some of these appear to have been replaced. Two young pahn trees are planted within the courtyard and are the sole landscaping of the property. Other than the current construction, the property appears to be in relatively good condition and retains a high degree of integrity. *136. Construction History (continued): August 19, 1965. #10472. Metal face sign for Pacific Southwest Realty. $9,000 August 27, 1965. 910562. 1 wall sign and 2 post signs for E. F. Hutton. $1,500. September 1, 1965. #10582. interior partitions and entrance door. Carter Co. $5,000. October 20, 1965. 2 wall signs. $2,400. November 25, 1965. #11250. Interior partitions, 31d floor. Carter Co. $2, 000. December 8, 1965.911332. Interior partitions, 90 floor. Carter Co. $2,000. December 9, 2017. #11338. Interior partitions, 90 floor. Carter Co. $1,400. January 12, 1966. #11529. Interior partitions, 3'd and 0 floors. Carter Co. for Telephone and Telegraph Co. $20,000, January 14, 1966. #11546. Fire Sprinkler system for Security Bank. $20,000. January 25, 1966. #11657. Interior alterations on 5th and half of 611 floor. Carter Co. $5,000. February 15, 1966. #11762. Interior partitions, 8th floor. Carter Co. $1,000. May 24, 1966. #12667. May 24, 1966. Interior partitions, basement. Carter Co. $15,000. May 24, 1966. #12668. May 24, 1966. Interior partitions, 10th floor. Carter Co. $2,000. May 25, 1966. #12684. Electric pole sign. Carter Co. $2,000. June 21, 1966. #12678. Interior partitions. Carter Co. $1,000. July 22, 1966. #13090. Interior partitions, 61h floor. Carter Co. $2,000. September 19, 1966. #13479. Interior partitions. 9' floor. Carter Co. $5,000. October 10, 1966. #13611. Interior partitions, 80 floor. Carter Co. $3,000. October 20, 1966. #13667. Interior partitions, 1st floor. Carter Co. $15,000. October 28, 1966. #13710. Interior partitions, 10th floor. Carter co. $1,000. November 18, 1966. #13822. Wall signs for Transamerica Title. $1,800. The building opened in November 1966. It had already been reported 70 percent occupied in July 1966. Nonetheless, work on interior partitions continued as various tenants moved into the building or required remodeling. Between January 1967 and August 1988, 22 building permits were issued for interior partitions. Between 1970 and 1993, another 38 permits were issued for various interior remodel and tenant improvements. The building permit files do not contain records for the period between 1994 and 2003. The building was partially re -roofed in 2003. There are currently several building permit applications pending for adaptive reuse. *1310. Significance (continued): were made over the years to accommodate a variety of tenants, the exterior of the building, with the exception of the removal of signage (and the current removal of ground floor windows), has remained remarkably unaltered, as photographs from 1966 and 2008 attest. 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. Early growth was stimulated by the arrival of the Southern Pacific Railroad in 1878 and the Santa Fe Railroad in 1886. Also in 1886, Santa Ana incorporated as a city, and in 1889, the city was selected as the seat of the newly created County of Orange. The city grew outwards from the core, with residential neighborhoods developing around the city center and agricultural uses predominating in the outlying areas, with cultivated fields and orchards dotted with widely scattered farmhouses. The Security Bank Building is in the North Main Commercial Corridor, located between the French Park and WIlard neighborhoods in the northwest quadrant of the city. The corridor area is bounded Interstate 5 on the north, the eastern property lines of Main Street on the east, Civic Center Drive on the south, and Broadway on the west. By the end of the DPR 523E 25C-475 State of California —The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI # CONTINUATION SHEET Trinomial Resource Name: *Recorded by Leslie Heumann *Date August 28, O Continuation ❑ Update *1310. Significance (continued): 1880s, Santa Ana's downtown business district was defined by five city blocks of brick commercial buildings on Fourth Street. By 1906, commercial development had begun to spring up on surrounding and Intersecting streets. The 1906 Sanborn maps of North Main Street show a handful of commercial buildings south of 10h Street, mostly in proximity to the Fourth Street corridor, plus a few churches and the high school, but the remainder of the buildings on the street at that time were single-family residences. During the 1920s new construction along north/south arterials such as Main Street and Broadway extended the footprint of downtown even further. The 1949 Sanborn maps Illustrate a street well on its way to transforming from primarily residential to mostly commercial uses. While some formerly residential properties were reused as offices, clinics, and retail establishments, other commercial properties were built for the purpose. The west side of Main Street, between Church (Civic Center) and 10th Street was home to one-story buildings housing used car sales, a gas station and auto repair shop, and furniture shop. The post -World War Il years witnessed tremendous growth and prosperity in most southern California communities including Santa Ana, obliterating the remaining agricultural properties and cementing Main Street's new Identity as a commercial thoroughfare. A late 1960s Santa Ana Chamber of Commerce annual report rhapsodized: "the striking new structures looming up out of the Civic Center and the handsome high-rises adding luster to the business districts are graphic testimony to Santa Ana's growing importance as the professional and financial center of Orange County." The Chamber of Commerce added, "modern high-rise buildings mushrooming on North Main Street and In other businesses point to Santa Ana's increasingly important position as a regional headquarters for major banking and insurance firms. Among the banks basing regional offices here are Bank of America, Bank of California, First Western, Security Pacific National, southern California First National, United California and Crocker Citizens." The report concludes that "Santa Ana's prominence as the financial center of Orange County and its housing of all the major county government and judicial offices are further positive reasons for its emergence as a 'headquarters city" (Circa 1967 Chamber of Commerce Annual Report quoted in Kaplan Chen Kaplan, page 2). The Security Bank Building in Santa Ana was constructed as the Orange County headquarters for the Security Bank. Security Bank was founded in 1889 by Joseph Sartori as the Security Savings Bank and Trust Company in Los Angeles. Its early growth was fueled by acquistions of its competitors, six before World War I. By 1927, the bank began offering a new product, installment mortgage loans. With the 1929 merger with First National Bank, an immense new financial institution was born, Security First National Bank, with 157 branch offices and $600 million in assets. Another competitor, the historic Farmers and Merchants Bank of Los Angeles, was acquired in 1956. The name of the bank had been shortened to Security Bank by 1966. Aother merger, with the San Francisco bank Pacific National in 1968, resulted in a new name, Security Pacific National Bank. By 1989 the bank was the fifth largest in the United States. This era of growth was reversed in the following years as the bank dealt with setbacks by scaling back operations. In 1991-1992 Security Pacific merged with Bank of America and ceased to exist as an independent entity after 103 years of operation. Architect Welton Becket and Associates, one of the most important architectural firms to emerge from southern California during the twentieth century, designed the Orange County Security Bank headquarters in Santa Ana. According to a recent historical report about the building (Kaplan Chen Kaplan, page 4): Architect Welton Becket and his firm, Welton Becket and Associates, is credited with transforming the cityscape of postwar Southern California with their modern commercial and institutional designs. The Getty Institute describes Becket as "an acclaimed architect whose iconic designs defined the built environment of Los Angeles in the midtwentieth century." As early as the 1930s, Becket embraced the philosophy of "total design, " where the architect is responsible for al/ aspects of design including site planning, engineering, interior spaces and finishes, as well as landscaping. Becket graduated from the University of Washington with a Bachelor of Architecture degree in 1927. The next year he studied in France at the Eco/e des Beaux-Arts. His early positions included Chief designer for C. Waldo Powers (1929-1932); and partnerships including Plummer, Wurdeman & Becket, (1933-1938) and Wurdeman & Becket (1938-1949) located in Los Angeles. (Wurdeman and Becket were the designers of the Buffums Department Store, built across the street from the Security Bank site at 909 North Main Street in 1949-1950.1 Becket's prolific partnership with Walter Wurdeman ended due to Wurdeman's untimely death in 1949. In 1949 Becket established Welton Becket and Associates and grew the firm by designing for corporate and institutional clients. The firm was solely owned by Becket and DPR 523L 25C-476 State of California —The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI # CONTINUATION SHEET Trinomial *Recorded by Leslie Heumann ® Continuation ❑ Update *1310. Significance (continued): *Date August 28, became an example of the newly emerging corporate architectural firm. Before his death in 1969, Becket's firm was one of the largest in the country with around 500 employees. Becket met with all clients, checked all designs and plans and visited job sites. Becket attracted and retained skilled designers who he lead [sic] with his vision of architecture working along the continuum of Modern styles from Streamline Moderne, Later Moderns, and international Style. By the 1960s Welton Becket and Associates was the nation's largest architectural office. Becket and his firm are responsible for dozens of Southern California's significant Modern structures of the postwar era, including the Capitol Records Tower (1956); the Cinerama Dome, the world's first concrete geodesic dome (1964); and the Los Angeles Music Center (1964-1969), Beverly Hilton Hotel (1953-55); Security Pacific National Bank, Westwood (1967); UCLA, various campus buildings (1959-1968); master plan for Century City. In 1952 Becket was elected a Fellow of the American Institute of Architects. Becket and his firm received dozens of local, national and international awards for design and implementation of their designs. The Security Bank Building is an example of one of the Modern architecture substyles that emerged in response to the perceived sterility and ahistoricism of the International Style. New Formalism began in the 1960s and employed proportions, massing, articulation, and detailing derived from Classicism, including symmetry and the suggestion of columns and entablatures. Flat -roofed, frequently with a heavy, overhanging roof slab, New Formalist buildings featured smooth exteriors of concrete, stone, or marble. The usually single volume buildings were either rectangular or circular and often set on podiums. The use of a colonnade as a compositional device, the introduction of arches (often elliptical), and the use of ornamental screens of concrete, metal, and stone also characterize New Formalist buildings. At the same time, buildings designed in a New Formalist style made use of new technologies that allowed for a more plastic and fluid use of concrete. The style was popularized nationally by architects Minoru Yamasaki and Edward Durrell Stone, as well as by Southern California architects including Welton Becket and Associates and Pereira and Associates. The Security Bank Building qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 4 for its embodiment of the post -World War 11 evolution of Santa Ana as the financial headquarters of Orange County and its historical association with a historical Southern California financial institution, Security Bank. It also qualifies for listing in the Santa Ana Register of Historical Properties under Criterion 1, for its exemplification of the distinguishing characteristics of the New Formalism style of architecture and under Criterion 2 as the work in Santa Ana of a notable architect, Welton Becket and Associates, whose work influenced architectural development. Additionally, the property has been categorized as "Landmark" because 'tit has an historical/cultural significance to the city" for its role in the historical development of Santa Ana as a financial center and its association with Security Bank and because 'it has a unique architectural significance" as an example of the New Formalism style of architecture designed by master architect Welton Becket and Associates. Character defining features of the Security Bank Building include: its massing, with a nearly square, tower set atop a podium with side wings; symmetrical compostion; two and ten -story height; flat roofs, edged by broad fasciae; roof overhangs at the side pavilions; exterior materials and textures, including concrete skin of the tower, pebble dash finish of the arcade, anodized aluminum window, door and wall frames, and fluted surfaces along a portion of the first floor; organization and articulation of bays; ground floor arcade; and shallow front courtyard. *1312. 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) and Proquest (Los Angeles Times). *B12. References (continued): DPR 523E 25C-477 State of California —The Resources Agency Primary # DEPARTMENT OF PARKS AND RECREATION HRI # CONTINUATION SHEET Trinomial Paae 6 of 6 Resource Name: Security Bank Building *Recorded by Leslie Neuman © Continuation ❑ Update *Date August 28, 2017 Kaplan Chen Kaplan. Statement of Significance and Description of the Security Bank Building, 888 North Main Street. No date (circa 2017). ("Sculptured Look, "Los Angeles Times, April3, 1966, page 120 "Security Pacific: A History," Los Angeles Times April 22, 1992. Santa Ana Chamber of Commerce Annual Report 1967. Santa Ana Public Library, History Room Vertical Files. "Welton Becket Architectural Drawings and Photographs, 1930-1959," httpd/primo.getty.edu/primo_Iibrary,libweb/action/dlDisplay. do?vid=GRl&afterPDS=true&institution=01 GRI&docld=GE TTY ALMA21134581100001551. DPR 523L w 5 C -47 8 MILLS ACT AGREEMENT 888 North Main Street Santa Ana, CA 92701 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 ZSC-479 MILLSACTAGREEMENT 888 North Main Street Santa Ana, CA 92701 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. 26C-480 HPPA 2020-17 888 NORTH MAIN STREET SECURITY BANK BUILDING PLANNING AND BUILDING AGENCY EX"C2481 HPPA-2020-17 SECURITY BANK BUILDING 888 NORTH MAIN STREET SITE PHOTOS EXHIBIT 3 25C-482 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 17, 2020 CLERK OF COUNCIL USE ONLY: TITLE: APPROVED ❑ As Recommended APPROVE AGREEMENT WITH ❑ As Amended ENLIGHTENED PICTURES FOR THE ❑ Ordinance on 1slReading El Ordinance on Reading DEVELOPMENT OF PLANNING ❑ R e Implementing Resolution INFORMATIONAL VIDEOS FOR A TOTAL ❑ Set Public Hearing For_ NOT TO EXCEED $82,250 CONTINUED TO /s/ Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION Authorize the City Manager to execute an agreement with Enlightened Pictures, Inc. for one year, ending November 16, 2021, in the amount not to exceed $82,250 for the development of planning informational videos, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION On March 10, 2020, the State of California, Department of Housing and Community Development (HCD) awarded an SB 2 grant in the amount of $625,000 to the City of Santa Ana. The grant funds are to be used to implement innovative strategies and expedited processes that will result in an upgrade to the City's permitting system and counter services, including the production of informational videos that streamline development code and public counter procedures. On April 30, 2020, the standard agreement was executed between HCD and the City to receive the grant funds. On July 13, 2020, the City of Santa Ana requested proposals for qualified firms to create and develop informational, user-friendly, and dynamic videos that will explain Planning and Building Agency counter processes and development project procedures. Notification was sent out to 354 vendors, of which five were local to Santa Ana. No proposals were submitted from any of the Santa Ana firms. A staff selection committee reviewed fifteen submitted proposals. Interviews were conducted with the top three scoring firms, Enlightened Pictures, Visualizing the Code, and Showreel International. The proposals were evaluated on proposal responsiveness, experience, proposed work plan, staffing, and budget. Enlightened Pictures was selected to provide the required services because their experience with developing videos and creative approach to the project best addressed the City's needs. 25D-1 Enlightened Pictures Consultant Agreement November 17, 2020 Page 2 The top three firms were ranked as follows: Proposer Rank Enlightened Pictures, Inc. 1 Visualizing the Code 2 Showreel International dba Shot Glass 3 FISCAL IMPACT Funds are budgeted and available in the following Planning and Building expenditure account for FY 2020-21. Fiscal Year Accounting Unit Fund Accounting Unit, Amount Description Account Description FY2020/2021 15816500-62300 SB-2 Planning Contractual Services $ 82,250 Grant Program Fiscal Impact Verified By: Kathryn Downs, CPA, Executive Director — Finance and Management Services Agency Submitted By: Minh Thai, Executive Director/Planning and Building Agency Exhibit: 1. Agreement with Enlightened Pictures, Inc. 25D-2 AGREEMENT BETWEEN THE CITY OF SANTA ANA AND ENLIGHTENED PICTURES, INC. THIS AGREEMENT is made and entered into on this 17a' day of November, 2020 by and between Enlightened Pictures, Inc. ("Consultant'), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The City desires to retain a Consultant having special skill and knowledge in the field of the development of informational videos. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in the Proposal dated September 14, 2020, attached hereto and incorporated herein as Exhibit A. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in Exhibit A. The total amount to be expended during the term of this Agreement shall not exceed $82,250. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. RNNEOLKNiLI This Agreement shall commence on the date first written above through November 16, 2021, unless terminated earlier in accordance with Section 15, below. The teen may be extended by a writing executed by the City Manager and the City Attorney. Page 1 of 8 #62555v6 25D-3 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. Page 2 of 8 #62555v6 25D-4 b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self- insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: i. Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. ii. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. iii. Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. iv. Where the amounts or coverage provided by the certificates of insurance provides coverage greater than those listed by this Agreement, the amounts provided by the certificates of insurance shall be incorporated by reference into the Agreement. V. Consultant shall supply City with a fully executed additional insured endorsement. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) Page 3 of S #62555v6 25D-5 from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any Page 4 of 8 #62555v6 25D-6 information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 12. NON-DISCRIMINATION Provider shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic information, or military and veteran status, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization, promotion, termination or other employment related activities or any services provided under this Agreement. Provider affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Consultants retained by City. Page 5 of 8 #62555v6 25D-7 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. hi such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: Page 6 of 8 #62555v6 25D-8 To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Minh Thai, Executive Director Planning & Building Agency City of Santa Ana 20 Civic Center Plaza (M-20) P.O. Box 1988 Santa Ana, California 92702 Fax: To Consultant: Daniel Gamburg Enlightened Pictures, Inc. 6510 Meridian Street Los Angeles, CA 90042 (310)592-7273 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 20. 1VIISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. The Agreement is the final and complete agreement and any prior or contemporaneous agreements for similar services between the parties is superseded Page 7 of 8 #62555v6 25D-9 by this Agreement. This shall not apply where the Parties are currently engaged and Consultant is providing services not contemplated by this Agreement. C. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Daisy Gomez Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: �- � C Lisa E. Storck Assistant City Attorney RECOMMENDED FOR APPROVAL: o Minh Thai, Executive Director Planning & Building Agency CITY OF SANTA ANA Kristine Ridge City Manager CONSULTANT: Enlightened Pictures, Inc. Daniel Gamb Owner Page 8 of 8 #62555v3 25D-10 EXHIBIT A PROPOSAL/SCOPE OF SERVICES 25D-11 RFP NO. 20-103 Planning Informational Videos Proposal City Of Santa Ana Planning And Building Agency Attn.: Jill Arabe Senior Planner, Project Manager Presented By: Enlightened Pictures, Inc. Daniel Gamburg I Video Producer I Director 6510 Meridian St., Los Angeles, CA 90042 Office 310-592-7273 danielCcDenlightenedpictures.com www.enlightenedpictures.com September 24, 2020 © 2020, EP INC.* Table of Contents Project Overview........................................................1 Technical Specifications for Animation & Demo ......... 2 Proposed Service & Timeline.....................................3 Client Participation.....................................................4 Technical Approach & Methodology ..........................5 Three Optional Cost Proposals..................................6 *This copyrighted document was developed strictly for the entity specified above and contains confidential information. Please do not share it outside your organization. 6510 MERIDIAN STREET WWW.ENLIGHTENEDPICTURES.COM LOS ANGELES, CA 90042 DAN I EL(cDENLIGHTENEDPICTURES. COM 310.592.7273 25D-12 PROJECT OVERVIEW Creative Issues Purpose: To provide videos that will educate and instruct the public on how to navigate through the City of Santa Ana Planning counter processes and development project procedures. These videos will include, but not be limited to, simple explanations of certain zoning codes, counter application requirements, and online submittals. Audience: City of Santa Ana residents, developers, and business owners. Content/Structure: The video series will consist of a total of 10 videos. (7) Seven 5 — 8 minute videos on "Land Use Applications", and (3) three 10 — 15 minute videos on "Development Code". The total running time of the entire video series will be approximately 75 minutes. Land Use Applications — (1) Accessory Dwelling Units, (2) Certificate of Occupancy, (3) Home Occupation Permits, (4) Front Yard Fence Permits, (5) Major Modification, (6) Development Project Review & Discretionary Permits, (7) Notice of Violations Development Code — (8) Single-family Residential (R-1) zone (additions/new construction, front yard landscaping), (9) Harbor Specific Plan (SP2), (10) Transit Zoning Code (SD84) This video series will feature all original footage. As we suggested in the cover letter, we can film buildings, Accessory Dwelling Units, and drone shots of zoning locations, etc. — where we won't see anyone with masks. These shots will be intercut with our presenter/narrator who will be addressing the viewer against a white backdrop which will include bullet points, text, and graphics that explain the application process similar to the Real ID Application Guide Video on the sample page posted for this Proposal. As an option we can also use animation, including an animated host with fun opening title graphics and modeled buildings with graphical information. Technical Specifications for Live Action The entire series will be shot with a Sony FS7 Mark II 4k camera, on location at City Hall. We recommend a quiet room where we can setup our portable green screen. We also have the option of filming the presenter at our in-house green screen studio where we would have much more control. And another final option it to use animation. The program will be edited on an Adobe CC editing system, and work -in -progress will be posted online on a password -protected web page for easy client review and feedback. Once a final edit is approved we will send the script for Spanish translation and create closed -captions. If we use an animated narrator we can re-record the program in Spanish. For delivery we will compress the program into a file format suitable for direct computer playback and posting on YouTube, or the City's website. EP INC. RFP No. 20-103 Planning Information Videos page 1 25D-13 Technical Specifications for Animation & Demo ANIMATION DEMO Annie. The Santa Ana Planning and Building Agency Guide GRAPHIC (sample from City of Anaheim) V© F- 25' We will create original architectural graphics. If the city would like to use partial or full animation the production pipeline includes the following: • Casting for Voice Over Artist for English and Spanish • Character design of the animated puppet narrator (what the narrator will look and feel like) • Character rigging (body parts and lip sync for movement) • Voice Over recording of English (and Spanish if requested) • Lip syncing • Gesture and movement passes • Prop design (any objects that appear with the narrator) • Design of buildings and street layouts • Animatic (storyboard sketches of tittles, house models, and street layouts for timing and scene changes) EP INC. RFP No. 20-103 Planning Information Videos page 2 25D-14 PROPOSED SERVICES & TIMELINE Enlightened Pictures Inc. Services To complete this project, EP Inc. will provide the services, personnel, equipment, and supplies listed below. Pre -Production (15 - 20 days with notes and feedback) Concept development & Location Scouting (in collaboration with City staff) Scriptwriting services that include a total 10 scripts, with three rounds of revisions Casting services (if an actor is required) Project management, crew and equipment assembly Story boarding (if we go with animation) Production (2 days for live action, or 32 days for animation production) Full 4k Production Package (camera, sound, lighting equipment, prompter) Portable, full body location green screen 4-person crew (Director, Camera Operator/Drone Pilot, Lighting Tech/Audio, and a Teleprompter Operator) Non -union actor/presenter (if required) Budgeted for 2 days of production (one day for green screen filming, and one day of filming throughout the City of Santa Ana) Crew meals, parking, expendables & consumables, data archiving Post -Production (25 days for editing) 25 days (250 hours) of video editing on Adobe CC editing suite (Photoshop & AE) Graphics (bullet points, text, logos, application graphic, etc.), or full animation 3 cuts of library music Spanish Translation Closed -captioning Work -in -Progress posted online (password protected) for client review Video compression for internet and computer playback Deliverables (41K masters and compressed files for internet playback) 3 (10-15 minute) "Development Code" videos with Spanish closed -captions 7 (5-8 minute) "Land Use Application" videos with Spanish closed -captions EP INC. RFP No. 20-103 Planning Information Videos page 3 25D-15 Client Participation The City of Santa Ana will assist Enlightened Pictures by providing the following: One person (from the City of Santa Ana) to act as liaison between the City and EP, and to be present during all shooting to approve all work being recorded. Detailed script outline for each video (confirming what the city would like us to focus on). The City will work closely with EP throughout the contract period, which will include phone calls, scheduling shootings and other logistics. The City Lead will also work with EP to identify a mutually agreeable shooting schedule, then coordinate with participants based on EP's input and budget parameters. All props and background actors will be provided by the City. City of Santa Ana logos, graphics, and Covid-19 signage if required. Parking for at least three EP vehicles. Access to all necessary locations and permits. Timely notes and feedback on all work -in -progress to meet delivery deadlines. EP INC. RFP No. 20-103 Planning Information Videos page 4 25D-16 TECHNICAL APPROACH & METHODOLOGY Workflow With over twenty five years of video production experience behind us, EP principals have an efficient workflow with which to approach this project: Pre -Production The production will begin with a meeting between EP and the City stakeholders to precisely map out the details of the project's parameters. All pre -production meetings can be conducted over Zoom, as the current pandemic situation may warrant. EP principal, Daniel Gamburg, is a director/writer. Daniel will have a list of questions prepared and submitted, but a natural conversation is priceless. This meeting will nail down the parameters on which to base a script for each instructional video. Daniel will ask for all forms and paperwork which will aid him in developing a script. The first meeting will result in an EP generated memo, which will summarize the rough approach we agreed to for the video program. Once the outline for each video is approved we draft and submit the scripts (with storyboards if we go with animation) for approval. Usually three rounds of drafts are sufficient, but we fine tune the script to everyone's satisfaction. Once the scripts are approved for production we create a shot list, confirm locations, and schedule and notify every one of their participation dates. Production The shoot will take place over the span of two days, unless we go with animation. One day will be dedicated to filming our presenter against a green screen with a teleprompter, either at City Hall or in our home studio. We estimate it will take a full day to record 10 scripts, totaling about 75 minutes of dialogue. On the second day, we will film all the interiors with staff and extras (if possible — due to COVID-19), and then exteriors, including drone shots and construction sites. EP will handle this project with a 4-person crew. We keep a small footprint, arriving in a minivan or an SUV. Our workday is up to ten hours and we take a break, for lunch. Post -Production After ingesting all the shot footage and other available visual or audio material into the editing system, the editor (Daniel) begins the first cut. The green screen will be replaced with a white background, graphics and music will be added, and the first round of edited videos will be uploaded to a password -protected page for the City to view, share, and comment. After receiving feedback on the first cut, Daniel revises the program and again posts it. Just like the script, three revisions are generally sufficient to bring the program to everyone's satisfaction, but we don't have a hard limit on the number of revisions, we make sure everyone is happy before we move on. Because there is a total of 10 videos, we estimate at least two days of editing per video. This is due to the back and forth notes and revisions which comes to 20 days. On top of the 20 days, we estimate and additional 5 days for color grading, sound mix, translation and closed -captioning, which totals 25 days of editing. EP INC. RFP No. 20-103 Planning Information Videos poge5 25D-17 1. COST PROPOSAL FOR LIVE ACTION This cost proposal is for live action filming of a city provided narrator, filmed against a greenscreen, and specific city locations with basic chapter titles and bullet point graphics. PRE -PRODUCTION Description Standard Rate Days Hour Total Meetings & Location Scout $500/da 1 day $500 Script Writing 10 scripts) $600/day 11 days $6,600 Production Coordination $600/day 1 days $600 Sub -Total $7,700 PRODUCTION Director/Producer $750/day 2 days $1,500 Camera O erator $750/day 2 days $1,500 Lighting/Grip Tech $700/day 2 days $1,400 Licensed Drone Operation $800/da 1 day $800 Teleprompter Operator $650/da 1 day $650 Production Equipment $600/day 2 days $1,200 Lunch $20/ erson 8 meals $160 Sub -total $7,210 POST -PRODUCTION Includes 1st 2na and 3rd edit drafts and closed -captioning Editor/Director $70/hr. 250 hrs. $17,500 Edit Suite $45/hr. 250 hrs. $11,250 Library Music $40/cut 3 cuts $120 Translation to Spanish Text $300/day 4 days $1,200 Animation & Graphics $150/hr. 8 hours $1,200 Sub -Total $31,270 TOTAL $46,180 If the City prefers to use a professional actor to play the role of the presenter we can provide casting and actor services for an additional $2,400. But we do have a lot of experience working with non -actors to help them come across natural in front of the camera, and we can also train them to use the teleprompter. EP INC. RFP No. 20-103 Planning Information Videos page 6 25D-18 2. COST PROPOSAL FOR LIVE ACTION + ANIMATED TITLES & 2D GRAPHICS This cost proposal is for live action filming of a city provided narrator, filmed against a greenscreen, with fun, animated titles sequences with 21) graphics of buildings and city street views. PRE -PRODUCTION Description Standard Rate Days Hour Total Meetings & Location Scout $500/da 1 day $500 Script Writing 10 scripts) $600/day 11 days $6,600 Production Coordination $600/day 1 days $600 Stor boardin $500/day 3 days $1,500 Sub -Total $9,200 PRODUCTION Director/Producer $750/day 2 days $1,500 Camera Operator $750/day 2 days $1,500 Lighting/Grip Tech $700/day 2 days $1,400 Licensed Drone Operation $800/da 1 day $800 Teleprompter Operator $650/da 1 day $650 Production E ui ment $600/day 2 days $1,200 Lunch $20/ erson 8 meals $160 Sub -total $7,210 POST -PRODUCTION Includes 1st 2nd and 3rd edit drafts and closed -captioning Editor/Director $70/hr. 250 hrs. $17,500 Edit Suite $45/hr. 250 hrs. $11,250 Library Music $40/cut 5 cuts $200 Translation to Spanish Text $300/day 4 days $1,200 Animation & Graphics $1,200/day 11 days $13,200 Sub -Total $43,350 TOTAL $59,760 If the City prefers to use a professional actor to play the role of the presenter we can provide casting and actor services for an additional $2,400. EP INC. RFP No. 20-103 Planning Information Videos page 7 25D-19 3. COST PROPOSAL FOR FULL ANIMATION This cost proposal is for an animated video series that includes an animated titles sequences, animated narration host, and 2D graphics of buildings and city street views. Demo PRE -PRODUCTION Description Standard Rate Days Hour Total Meetings & Location Scout $500/day 1 day $500 Script Writing 10 scripts) $600/day 11 days $6,600 Production Coordination $600/day 1 days $600 Voice Over Casting $500/day 1 day $500 Stor boardin $500/day 5 days $2,500 Sub -Total $10,700 PRODUCTION Directing VO sessions $750/day 2 days $1,500 Animation & Graphics $1,200/da 30 days $36,000 Voice Over Studio $600/day 2 days $1,200 English VO Talent $900/day 1.5 day $1,350 Spanish VO Talent $900/day 1.5 day $1,350 Sub -total $41,400 POST -PRODUCTION Includes 1st 2na and 3rd edit drafts and closed -captioning Editor/Director $70/hr. 250 hrs. $17,500 Edit Suite $45/hr. 250 hrs. $11,250 Library Music $40/cut 5 cuts $200 Translation to Spanish Text $300/day 4 days $1,200 Sub -Total $30,150 TOTAL $82,250 Payment Terms Payment will be based on the three stages of the delivery schedule which includes Pre - Production, Production, and Post -Production. Payment totals and dates will be determined upon initial meeting between EP the city of Santa Ana, and the contract will be emended. EP INC. RFP No. 20-103 Planning Information Videos page 8 25D-20 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 17, 2020 TITLE: AWARD A CONTRACT TO WEST COAST ARBORIST, INC., FOR TREE MAINTENANCE SERVICES FOR AN EIGHTEEN MONTH TERM IN THE AMOUNT OF $3,028,650 WITH SIX ONE YEAR EXTENSIONS IN AN ANNUAL AMOUNT OF $2,019,100 FOR A TOTAL AMOUNT NOT TO EXCEED $15,143,250, FOR UP TO A SEVEN -AND -A- HALF -YEAR TERM (GENERAL FUND) /s/ Kristine Ridge CITY MANAGER CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2i1 Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER RECOMMENDED ACTION Authorize the City Manager to execute an agreement with West Coast Arborist, Inc. for tree maintenance services for an initial 18-month term beginning July 1, 2021, and expiring December 31, 2022, in an amount of $3,028,650, with provisions for six one-year extensions in an annual amount of $2,019,100, exercisable by the City Manager, for a total amount not to exceed $15,143,250 for the seven -and -a -half -year maximum term, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The Public Works Agency is responsible for the maintenance of approximately 50,000 parkway and street median trees, with the primary goal of preserving the integrity and health of the Santa Ana Urban Forest. Street tree pruning services have been performed by contract for the past 25 years in partnership with City staff. West Coast Arborist, Inc. (WCA) is the current provider and has proven to reliably service the community's urban forest needs by pruning approximately 15,000 trees a year. WCA has also implemented an inventory system utilizing Global Positioning System (GPS) technology for all City street trees and prepared an inventory for the City's use. This GPS inventory has led to more efficient tree inspections and pruning, improved accuracy in record -keeping, and timely production of information relevant to service requests and liability claim investigations. Additionally, WCA provides arborist consulting services and routinely participates in City events by providing free trees and education to the public. The contract with WCA was approved in 2015 and expires on June 30, 2021. Santa Ana Municipal Code (SAMC) Section 2-807.d for Non -Bid Purchases allows contracts to be exempted from competitive bidding through an open market purchase when vendors have been awarded a similar type of purchase contract by another public agency after going through a competitive bidding process. The City of Rancho Cucamonga, California, utilized a competitive 25E-1 Agreement with West Coast Arborist, Inc. November 17, 2020 Page 2 bidding process to award a contract for Citywide Tree Maintenance Services to West Coast Arborist, Inc. in 2019 with specifications that met the City of Santa Ana's requirements (Exhibit 1). Staff recommends exercising the SAMC provision to award a contract to WCA utilizing the City of Rancho Cucamonga's contract to receive the same pricing for tree services (Exhibit 2). WCA is qualified, reputable, and has experience with contracts similar in type and size as demonstrated by their 200 municipal service contracts throughout California. They have sufficient staff, including arborists and tree trimming professionals, to maintain pruning schedules according to International Society of Arboriculture standards, as well as two local tree nurseries. They also have the ability to provide additional critical resources during emergencies such as wind or rainstorms, allowing the City to provide immediate assistance to the community. Tree pruning makes up approximately 70 percent of the total annual tree -related services in Santa Ana and the remaining 30 percent is composed of specialty services such as crew rentals for large tree removals and emergency response. In comparing tree -pruning contracts awarded to other cities in 2020 with the proposed WCA agreement, the contract amounts for the Cities of Oxnard, Irvine and Long Beach are higher for comparable pruning services. Exercising the City's SAMC Non -Bid process and utilizing the contract with the City of Rancho Cucamonga is the most beneficial option for the City of Santa Ana and will provide the best quality service at a minimum cost. The table below provides the contract amounts of comparable cities based on the average tree size for grid and light pruning of trees for 2020. Service Type Santa Ana Santa Ana Oxnard Irvine Long WCA WCA WCA WCA Beach (Current) (Proposed- (Jan (May 2020) Great Scott Rancho 2020) (April 2020) Cucamonga Jan 2020 Grid Prune Price per $63.00 $74.00 $82.00 $105.00 $148.25 tree ($598,500 ($703,000 ($770,000 ($997,500 ($1,408,375 (Annual trees pruned - Annually) Annually) Annually) Annually) Annually) 9,500 Light Prune Price per $37.00 $37.00 $58.00 $39.00 $41.00 tree ($92,500 ($112,500 ($145,00 ($262,400 ($102,500 (Annual trees pruned - Annually) Annually) Annually) Annually) Annually) 2,500 Total Annual Pruning $691,000 $815,500 $915,000 $1,260,000 $1,510,875 Cost FISCAL IMPACT Funding for this agreement will be budgeted in the future years beginning with FY 2021-22 in the following accounts: 25E-2 Agreement with West Coast Arborist, Inc. November 17, 2020 Page 3 FY 2021- FY 2022- FY 2023- FY 2024- Accounting Accounting 2022 2023 2024 2025 Unit Unit Fund 7/2021- 7/2022 - 7/2023 - 7/2024 - Account Account Description 6/2022 6/2023 6/2024 6/2025 Number Description (12 (12 (12 (12 MONTHS) MONTHS) MONTHS MONTHS 01117643- Public Works General $1,499,100 $1,499,100 $1,499,100 $1,499,100 62300 Street Trees Fund 02917635- Public Works General 62300 Median Fund $200,000 $200,000 $200,000 $200,000 Landscaping 01113250- Parks General $250,000 $250,000 $250,000 $250,000 62320 Maintenance Fund 07413250- Parks General $30,000 $30,000 $30,000 $30,000 62320 Civic Center Fund 01113220- Parks General $30,000 $30,000 $30,000 $30,000 62300 Zoo Fund 06717650- Public Works Enterprise SARTC $5,000 $5,000 $5,000 $5,000 62320 Operations Fund 02718133- CDA Downtown Enterprise $5,000 $5,000 $5,000 $5,000 62300 Enhancements Fund Total $2,019,100 $2,019,100 $2,019,100 $2,019,100 FY 2025- FY 2026- FY 2027- FY 2027- Accounting Accounting 2026 2027 2028 2028 Unit Unit Fund 7/2025 - 7/2026 - 7/2027- 7/2027- Account Account Description 6/2026 6/2027 6/2028 12/2027 Number Description (12 (12 (12 (6 MONTHS) MONTHS) MONTHS MONTHS 01117643- Public Works General $1,499,100 $1,499,100 $1,499,100 $749,550 62300 Street Trees Fund 02917635- Public Works General 62300 Median Fund $200,000 $200,000 $200,000 $100,000 Landscaping 01117630- Parks General $250,000 $250,000 $250,000 $125,000 62321 Maintenance Fund 07413250- Parks General $30,000 $30,000 $30,000 $15,000 62320 Civic Center Fund 01113220- Parks General $30,000 $30,000 $30,000 $15,000 62300 Zoo Fund 06717650- Public Works Enterprise 62320 SARTC Fund $5,000 $5,000 $5,000 $2,500 Operations 02718133- CDA Enterprise $5,000 $5,000 $5,000 $2,500 62300 Fund 25E-3 Agreement with West Coast Arborist, Inc. November 17, 2020 Page 4 Downtown Enhancements Total $2,019,100 $2,019,100 $2,019,100 $1,009,550 GRAND TOTAL AMOUNT - NOT TO EXCEED $15,143,25 0 Fiscal Impact Verified By: Kathryn Downs, CPA, Executive Director— Finance and Management Services Agency Submitted By: Nabil Saba, P.E., Executive Director— Public Works Agency Exhibits: 1. City of Rancho Cucamonga Agreement 2. Agreement with West Coast Arborist, Inc. 25E-4 EXHIBIT 1 RANCHO CUCAMONGA CITY OF RANCHO CUCAMONGA PUBLIC WORKS SERVICES DEPARTMENT City of Rancho Cucamonga CONTRACT NUMBER Iq- Ip-k CONTRACT CITYWIDE TREE MAINTENANCE AWARD DATE: Wednesday, December 4, 2019 25E-5 AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT is made and entered into this 41 day of December 2019, by and between the City of Rancho Cucamonga, a municipal corporation ("City") and West Coast Arborists, Inc., a Tree Service Contractor ("Contractor"). RECITALS A. City has heretofore issued its request for proposals to perform the following services: Citywide Tree Maintenance Services (RFP 19/20-007) ("the Project"). B. Contractor has submitted a proposal to perform the services described in Recital "A", above, necessary to complete the Project. C. City desires to engage Contractor to complete the Project in the manner set forth and more fully described herein. D. Contractor represents that it is fully qualified and licensed under the laws of the State of California to perform the services contemplated by this Agreement in a good and professional manner. AGREEMENT NOW, THEREFORE, in consideration of performance by the parties of the mutual promises, covenants, and conditions herein contained, the parties hereto agree as follows: 1. Contractor's Services. 1.1 Scope and Level of Services. Subject to the terms and conditions set forth in this Agreement, City hereby engages Contractor to perform all services described in Recitals "A" and "B" above, including, but not limited to pruning, removals, stump grinding, planting, staking, pest control, fertilizing, watering, emergency response, arborist services, inventory and banner hanging work; all as more fully set forth in RFP 19/20-007, attached hereto as Exhibit A Contractor's proposal, dated July 23, 2019, attached hereto as Exhibit B, and Unit Costs attached hereto as Exhibit C, hereinafter entitled "Scope of Work", and incorporated by reference herein. The nature, scope, and level of the services required to be performed by Contractor are set forth in the Scope of Work and are referred to herein as "the Services." In the event of any inconsistencies between the Scope of Work and this Agreement, the terms and provisions of this Agreement shall control. 1.2 Revisions to Scope of Work. Upon request of the City the Contractor will promptly meet with City staff to discuss any revisions to the Project desired by tbe�City. Contractor agrees that the Scope of Work may be amended based upon said meetings,, by �iYens nlnt6als PSA without professional liability insurance (contractor) Page I Last Revised: 05122114 25E-6 amendment to this Agreement, the parties may agree on a revision or revisions to Contractor's compensation based thereon. A revision pursuant to this Section that does not increase the total cost payable to Contractor by more than ten percent (10%) of the total compensation specified in Section 3, may be approved in writing by City's Manager without amendment. 1.3 Time for Performance. Contractor shall perform all services under this Agreement in a timely, regular basis consistent with industry standards for professional skill and care, and in accordance with any schedule of performance set forth in the Scope of Work, or as set forth in a "Schedule of Performance", if such Schedule is attached hereto as Exhibit "N/A". 1.4 Standard of Care. As a material inducement to City to enter into this Agreement, Contractor hereby represents that it has the experience necessary to undertake the services to be provided. In light of such status and experience, Contractor hereby covenants that it shall follow the customary professional standards in performing the Services. 1.5 Familiarity with Services. By executing this Agreement, Contractor represents that, to the extent required by the standard of practice, Contractor (a) has investigated and considered the scope of services to be performed, (b) has carefully considered how the services should be performed, and (c) understands the facilities, difficulties and restrictions attending performance of the services under this Agreement. Contractor represents that Contractor, to the extent required by the standard of practice, has investigated any areas of work, as applicable, and is reasonably acquainted with the conditions therein. Should Contractor discover any latent or unknown conditions, which will materially affect the performance of services, Contractor shall immediately inform City of such fact and shall not proceed except at Contractor's risk until written instructions are received from the City Representative. 2. Term of Agreement. The term of this Agreement shall become effective as of the date of the mutual execution by way of both party's signature (the "Effective Date") through June 30, 2021. No work shall be conducted; service or goods will not be provided until this Agreement has been executed and requirements have been fulfilled. Parties to this Agreement shall have the option to renew in one (1) year increments to a total of six (6) additional years, unless sooner terminated as provided in Section 14 herein. Prior to entering into an agreement for an annual extension the Contractor may request a Cost of living Increase in an amount not to exceed the increase in the December index of the Consumer Price Index All Urban Consumers for the Riverside -San Bernardino -Ontario, California area published by the U.S. Department of Labor, Bureau of Labor Statistics. Options to renew are contingent upon the City Manager's approval, subject to pricing review, and in accordance to all Terms and Conditions stated herein unless otherwise provided in writing by the City. 3. Compensation. 3.1 Compensation. City shall compensate Contractor as set forth in(Exhibit C, provided, however, that full, total and complete amount payable to Contractor shall not Va - mi PSA without professional liability insurance (contractor) Page 11 La l Revised: 05122114 25E-7 exceed $600,000 (Six Hundred Thousand Dollars) for services January 1, 2020 through June 30, 2020 and $1,200,000 (One Million, Two Hundred Thousand Dollars) for services July 1, 2020 through June 30, 2021, including all out of pocket expenses, unless additional compensation is approved by the City Manager or City Council. City shall not withhold any federal, state or other taxes, or other deductions. However, City shall withhold not more than ten percent (10%) of any invoice amount pending receipt of any deliverables reflected in such invoice. Under no circumstance shall Contractor be entitled to compensation for services not yet satisfactorily performed. The parties further agree that compensation may be adjusted in accordance with Section 1.2 to reflect subsequent changes to the Scope of Services. City shall compensate Contractor for any authorized extra services as set forth in Exhibit C. 4. Method of Payment. 4.1 Invoices. Contractor shall submit to City monthly invoices for the Services performed pursuant to this Agreement. The invoices shall describe in detail the Services rendered during the period and shall separately describe any authorized extra services. Any invoice claiming compensation for extra services shall include appropriate documentation of prior authorization of such services. All invoices shall be remitted to the City of Rancho Cucamonga, California. 4.2 City shall review such invoices and notify Contractor in writing within ten (10) business days of any disputed amounts. 4.3 City shall pay all undisputed portions of the invoice within thirty (30) calendar days after receipt of the invoice up to the not -to -exceed amounts set forth in Section 3. 4.4 All records, invoices, time cards, cost control sheets and other records maintained by Contractor relating to services hereunder shall be available for review and audit by the City. 5. Representatives. 5.1 City Representative. For the purposes of this Agreement, the contract administrator and City representative shall be Lucas Mitchell, Maintenance Supervisor, or such other person as designated in writing by the City ("City Representative"). It shall be Contractor's responsibility to assure that the City Representative is kept informed of the progress of the performance of the services, and Contractor shall refer any decisions that must be made by City to the City Representative. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the City Representative. 5.2 Contractor Representative. For the purposes of this Agreement, trick Mahoney, President, is hereby designated as the principal and representative of Conti for PSA withaut professional liability insurance (contractor) Last Revised: 05122114 Pendo nar: Page 3 25E-8 authorized to act in its behalf with respect to the services specified herein and make all decisions in connection therewith ("Contractor's Representative'). It is expressly understood that the experience, knowledge, capability and reputation of the Contractor's Representative were a substantial inducement for City to enter into this Agreement. Therefore, the Contractor's Representative shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder. Contractor may not change the Responsible Principal without the prior written approval of City. 6. Contractor's Personnel. 6.1 All Services shall be performed by Contractor or under Contractor's direct supervision, and all personnel shall possess the qualifications, permits, and licenses required by State and local law to perform such Services, including, without limitation, a City business license as required by the City's Municipal Code. 6.2 Contractor shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Services and compliance with the standard of care set forth in Section 1.4. 6.3 Contractor shall be responsible for payment of all employees' and subcontractors' wages and benefits, and shall comply with all requirements pertaining to employer's liability, workers' compensation, unemployment insurance, and Social Security. By its execution of this Agreement, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 6.4 Contractor shall indemnify, defend and hold harmless City and its elected officials, officers and employees, servants, designated volunteers, and agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from Contractor's violations of personnel practices and/or any violation of the California Labor Code. City shall have the right to offset against the amount of any fees due to Contractor under this Agreement any amount due to City from Contractor as a result of Contractor's failure to promptly pay to City any reimbursement or indemnification arising under this Section 6. 7. Ownership of Work Product. 7.1 Ownership. All documents, ideas, concepts, electronic files, drawings, photographs and any and all other writings, including drafts thereof, prepared, created or provided by Contractor in the course of performing the Services, including any and all intellectual and proprietary rights arising from the creation of the same (collectively, "Work Product"), are considered to be "works made for hire" for the benefit of the City. Upon p ment being made, and provided Contractor is not in breach of this Agreement, all Work Prod c shall �J Ven or n tals PSA without pmfessional liability insurance (contractor) Page 4 Last Revised: 05122114 25E-9 be and remain the property of City without restriction or limitation upon its use or dissemination by City. Basic survey notes, sketches, charts, computations and similar data prepared or obtained by Contractor under this Agreement shall, upon request, be made available to City. None of the Work Product shall be the subject of any common law or statutory copyright or copyright application by Contractor. In the event of the return of any of the Work Product to Contractor or its representative, Contractor shall be responsible for its safe return to City. Under no circumstances shall Contractor fail to deliver any draft or final designs, plans, drawings, reports or specifications to City upon written demand by City for their delivery, notwithstanding any disputes between Contractor and City concerning payment, performance of the contract, or otherwise. This covenant shall survive the termination of this Agreement. City's reuse of the Work Product for any purpose other than the Project, shall be at City's sole risk. 7.2. Assignment of Intellectual Property Interests: Upon execution of this Agreement and to the extent not otherwise conveyed to City by Section 7.1, above, the Contractor shall be deemed to grant and assign to City , and shall require all of its subcontractors to assign to City , all ownership rights, and all common law and statutory copyrights, trademarks, and other intellectual and proprietary property rights relating to the Work Product and the Project itself, and Contractor shall disclaim and retain no rights whatsoever as to any of the Work Product, to the maximum extent permitted by law. City shall be entitled to utilize the Work Product for any and all purposes, including but not limited to constructing, using, maintaining, altering, adding to, restoring, rebuilding and publicizing the Project or any aspect of the Project. 7.3 Title to Intellectual Properv. Contractor warrants and represents that it has secured all necessary licenses, consents or approvals to use any instrumentality, thing or component as to which any intellectual property right exists, including computer software, used in the rendering of the Services and the production of the Work Product and/or materials produced under this Agreement, and that City has full legal title to and the right to reproduce any of the Work Product. Contractor shall defend, indemnify and hold City, and its elected officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of City officials, harmless from any loss, claim or liability in any way related to a claim that City's use is violating federal, state or local laws, or any contractual provisions, relating to trade names, licenses, franchises, patents or other means of protecting intellectual property rights and/or interests in products or inventions. Contractor shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked documents, materials, software, equipment, devices or processes used or incorporated in the Services and materials produced under this Agreement. In the event City's use of any of the Work Product is held to constitute an infringement and any use thereof is enjoined, Contractor, at its expense, shall: (a) secure for City the right to continue using the Work Product by suspension of any injunction or by procuring a license or licenses for City; or (b) modify the Work Product so that it becomes non- infringing. This covenant shall survive the termination of this Agreement. 8. Status as Independent Contractor. Contractor is, and shall at all as to City, a wholly independent contractor. Contractor shall have no power to in PSA without professional liability insurance (contractor) Last Revised: 05122114 Page 5 25E-10 obligation, or liability on behalf of City or otherwise act as an agent of City. Neither City nor any of its agents shall have control over the conduct of Contractor or any of Contractor's employees, except as set forth in this Agreement. Contractor shall not, at any time, or in any manner, represent that it or any of its officers, agents or employees are in any manner employees of City. Contractor shall pay all required taxes on amounts paid to Contractor under this Agreement, and to defend, indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Contractor shall fully comply with the workers' compensation law regarding Contractor and Contractor's employees 9. Confidentiality. Contractor may have access to financial, accounting, statistical, and personnel data of individuals and City employees. Contractor covenants that all data, documents, discussion, or other information developed or received by Contractor or provided for performance of this Agreement are confidential and shall not be disclosed by Contractor without prior written authorization by City. City shall grant such authorization if applicable law requires disclosure. All City data shall be returned to City upon the termination of this Agreement. Contractor's covenant under this Section shall survive the termination of this Agreement. This provision shall not apply to information in whatever form that is in the public domain, nor shall it restrict the Contractor from giving notices required by law or complying with an order to provide information or data when such an order is issued by a court, administrative agency or other legitimate authority, or if disclosure is otherwise permitted by law and reasonably necessary for the Contractor to defend itself from any legal action or claim. 10. Conflict of Interest. 10.1 Contractor covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Contractor further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Contractor shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Contractor shall not accept any employment or representation during the term of this Agreement which is or may likely make Contractor "financially interested" (as provided in California Government Code §§1090 and 87100) in any decision made by City on any matter in connection with which Contractor has been retained. 10.2 Contractor further represents that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Contractor, to solicit or obtain this Agreement. Contractor has not paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Contractor, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Contractor hereunder the full amount or value of any such fee, commission, percentage or gift. PSA without professional liability insurance (contractor) Last Revised: 05122/14 L�N \ d Idals oge 6 25E-11 10.3 Contractor has no knowledge that any officer or employee of City has any interest, whether contractual, noncontractual, financial, proprietary, or otherwise, in this transaction or in the business of Contractor, and that if any such interest comes to the knowledge of Contractor at any time during the term of this Agreement, Contractor shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in subsection 10.1. 11. Indemnification. 11.1 To the maximum extent permitted by law, the Contractor shall defend, indemnify and hold the City, and its elected officials, officers, employees, servants, volunteers, and agents serving as independent contractors in the role of City officials, (collectively, "Indemnitees"),free and harmless with respect to any and all damages, liabilities, losses, reasonable defense costs or expenses (collectively, "Claims"), including but not limited to Claims relating to death or injury to any person and injury to any property, which arise out of, pertain to, or relate to the acts, omissions, activities or operations of Contractor or any of its officers, employees, subcontractors, Contractors, or agents in the performance of this Agreement. Contractor shall defend Indemnitees in any action or actions filed in connection with any such Claims with counsel of City's choice, and shall pay all costs and expenses, including actual attorney's fees and experts' costs incurred in connection with such defense. The indemnification obligation herein shall not in any way be limited by the insurance obligations contained in this Agreement provided, however, that the Contractor shall have no obligation to indemnify for Claims arising out of the sole negligence or willful misconduct of any of the Indemnitees. 11.2 Nonwaiver of Rights. Indemnitees do not, and shall not, waive any rights that they may possess against Contractor because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. 11.3 Waiver of Right of Subrogation. Except as otherwise expressly provided in this Agreement, Contractor, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation against the Indemnitees, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to activities or operations performed by or on behalf of the Contractor. 11.4 Survival. The provisions of this Section 11 shall survive the termination of the Agreement and are in addition to any other rights or remedies which Indemnitees may have under the law. Payment is not required as a condition precedent to an Indemnitee's right to recover under this indemnity provision, and an entry of judgment against Contractor shall be conclusive in favor of the Indemnitee's right to recover under this indemnity provision. 12. Insurance. read. ni8als PSA without pmfenional liability insurance (wntractor) Page 7 Last Revised: 05122114 25E-12 12.1 Liability Insurance. Contractor shall procure and maintain in full force and effect for the duration of this Agreement, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the services hereunder by Contractor, and/or its agents, representatives, employees or subcontractors. 12.2 Minimum Scone of Insurance. Unless otherwise approved by City, coverage shall be at least as broad as: (1) Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). (2) Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto). (3) Worker's Compensation insurance as required by the State of California, and Employer's Liability Insurance. 12.3 Minimum Limits of Insurance. Contractor shall maintain limits no less than: (1) Commercial General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage. Commercial General Liability Insurance or other form with a general aggregate limit shall apply separately to this Agreement or the general limit shall be twice the required occurrence limit. (2) Automobile Liability: $2,000,000 per accident for bodily injury and property damage. (3) Employer's Liability: $1,000,000 per accident and in the aggregate for bodily injury or disease and Workers' Compensation Insurance in the amount required by law. (4) The Insurance obligations under this Agreement shall be the greater of (i) the Insurance coverages and limits carved by the Contractor; or (ii) the minimum Insurance coverages and limits shown in this Agreement. Any insurance proceeds in excess of the specified limits and coverage required which are applicable to a given loss, shall be available to the City. No representation is made that the minimum Insurance requirements of this Agreement are sufficient to cover the obligations of the Contractor under this agreement. PS4 without professional liability insurance (contractor) Last Revised: 0522114 25E-13 12.4 Deductibles and Self -Insured Retentions. Any deductibles or self- insured retentions must be declared to and approved by the City and shall not reduce the limits of coverage. City reserves the right to obtain a full certified copy of any required insurance policy and endorsements. 12.5 Other Insurance Provisions. (1) The commercial general liability and automobile liability policies are to contain the following provisions on a separate additionally insured endorsement naming the City, its officers, officials, employees, designated volunteers and agents serving as independent contractors in the role of City officials, as additional insureds as respects: liability arising out of activities performed by or on behalf of Contractor; products and completed operations of Contractor; premises owned, occupied or used by Contractor; and/or automobiles owned, leased, hired or borrowed by Contractor. The coverage shall contain no limitations on the scope of protection afforded to City, its officers, officials, emolovees, designated volunteers or agents serving as independent contractors in the role of City officials which are not also limitations applicable to the named insured, (2) For any claims related to this Agreement, Contractor's insurance coverage shall be primary insurance as respects City, its officers, officials, employees, designated volunteers and agents serving as independent contractors in the role of City officials. Any insurance or self-insurance maintained by City, its officers, officials, employees, designated volunteers or agents serving as independent contractors in the role of City officials shall be in excess of Contractor's insurance and shall not contribute with it. (3) Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. (4) Contractor shall provide immediate written notice if (1) any of the required insurance policies is temvnated; (2) the limits of any of the required polices are reduced; (3) or the deductible or self - insured retention is increased. In the event of any cancellation or reduction in coverage or limits of any insurance, Contractor shall forthwith obtain and submit proof of substitute insurance. Should Contractor fail to immediately procure other insurance, as specified, to substitute for any canceled policy, the City may procure such insurance at Contractor's sole cost and expense. isrtdorrniliala PSA without professional liability insurance (contractor) p, q Last Revised- 05122114 25E-14 (5) Each insurance policy required by this clause shall expressly waive the insurer's right of subrogation against City, its elected officials, officers, employees, servants, attorneys, designated volunteers, and agents serving as independent contractors in the role of City officials. (6) Each policy shall be issued by an insurance company approved in writing by City, which is admitted and licensed to do business in the State of California and which is rated ANU or better according to the most recent A.M. Best Co. Rating Guide. (7) Each policy shall specify that any failure to comply with reporting or other provisions of the required policy, including breaches of warranty, shall not affect the coverage required to be provided. (8) Each policy shall specify that any and all costs of adjusting and/or defending any claim against any insured, including court costs and attorneys' fees, shall be paid in addition to and shall not deplete any policy limits. (9) Contractor shall provide any and all other insurance, endorsements, or exclusions as required by the City in any request for proposals applicable to this Agreement. 12.6 Evidence of coverts. Prior to commencing performance under this Agreement, the Contractor shall furnish the City with certificates and original endorsements, or copies of each required policy, effecting and evidencing the insurance coverage required by this Agreement including (1) Additional Insured Endorsement(s), (2) Worker's Compensation waiver of subrogation endorsement, and (3) General liability declarations or endorsement page listing all policy endorsements. The endorsements shall be signed by a person authorized by the insurer(s) to bind coverage on its behalf. All endorsements or policies shall be received and approved by the City before Contractor commences performance. If performance of this Agreement shall extend beyond one year, Contractor shall provide City with the required policies or endorsements evidencing renewal of the required policies of insurance prior to the expiration of any required policies of insurance. 12.7 Contractor agrees to include in all contracts with all subcontractors performing work pursuant to this Agreement, the same requirements and provisions of this Agreement including the indemnity and insurance requirements to the extent they apply to the scope of any such subcontractor's work. Contractor shall require its subcontractors to be bound to Contractor and City in the same manner and to the same extent as Contractor is bound to City pursuant to this Agreement, and to require each of its subcontractors to include these same provisions in its contract with any sub -subcontractor. 13. Cooperation. In the event any claim or action is brought against City elating to Contractor's performance or services rendered under this Agreement, Contractor sT4.4 PSd without professional liability insurance (contractor) Last Revised: 05122114 Page 10 25E-15 any reasonable assistance and cooperation that City might require. City shall compensate Contractor for any litigation support services in an amount to be agreed upon by the parties. 14. Termination. City shall have the right to terminate this Agreement at any time for any or no reason on not less than ten (10) days prior written notice to Contractor. In the event City exercises its right to terminate this Agreement, City shall pay Contractor for any services satisfactorily rendered prior to the effective date of the termination, provided Contractor is not then in breach of this Agreement. Contractor shall have no other claim against City by reason of such termination, including any claim for compensation. City may terminate for cause following a default remaining uncured more than five (5) business days after service of a notice to cure on the breaching party. Contractor may terminate this Agreement for cause upon giving the City D ten (10) business days prior written notice for any of the following: (1) uncured breach by the City of any material term of this Agreement, including but not limited to Payment Terms; (2) material changes in the conditions under which this Agreement was entered into, coupled with the failure of the parties to reach accord on the fees and charges for any Additional Services required because of such changes. 15. Notices. Any notices, bills, invoices, or reports authorized or required by this Agreement shall be in writing and shall be deemed received on (a) the day of delivery if delivered by hand or overnight courier service during Contractor's and City's regular business hours; or (b) on the third business day following deposit in the United States mail, postage prepaid, to the addresses set forth in this Section, or to such other addresses as the parties may, from time to time, designate in writing pursuant to the provisions of this Section. All notices shall be addressed as follows: If to City: William Wittkopf City of Rancho Cucamonga Public Works Services Department 8794 Lion Street Rancho Cucamonga, CA 91730 If to Contractor: Patrick Mahoney, President West Coast Arborists, Inc. 2200 East Via Burton Street Anaheim, CA 92806 16. Non -Discrimination and Equal Employment Opportunity. In the performance of this Agreement, Contractor shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation. Contractor will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to t race, - )! Jl_\ Ven or Initials PSA withoul professional liability insurance (contractor) Lost Revised: 05122114 Page I I 25E-16 color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation. 17. Assignment and Subcontracting. Contractor shall not assign or transfer any interest in this Agreement or subcontract the performance of any of Contractor's obligations hereunder without City's prior written consent. Except as provided herein, any attempt by Contractor to so assign, transfer, or subcontract any rights, duties, or obligations arising hereunder shall be null, void and of no effect. 18. Compliance with Laws. Contractor shall comply with all applicable federal, state and local laws, ordinances, codes and regulations in force at the time Contractor performs the Services. Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and compliance with other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. The applicable prevailing wage rate determinations can be found at http://www.dir.ca.Lov/dlsr/DPreWa�,cDetermination.htm Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services, available to interested parties upon request, and shall post copies at the Contractor's principal place of business and at the Project site. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 19. Non -Waiver of Terms, Rights and Remedies. Waiver by either party of any one or more of the conditions of performance under this Agreement shall not be a waiver of any other condition of performance under this Agreement. In no event shall the making by City of any payment to Contractor constitute or be construed as a waiver by City of any breach of covenant, or any default which may then exist on the part of Contractor, and the making of any such payment by City shall in no way impair or prejudice any right or remedy available to City with regard to such breach or default. 20. Attorney's Fees. In the event that either party to this Agreement shall commence any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action or proceeding shall be entitled to recover its costs of suit, including reasonable attorney's fees and costs of experts. 21. Exhibits; Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail. Venda dtuils \� PSA without professional liability insurance (contractor) Pag 11 Last Revised.: 05121114 25E-17 22. Applicable Law and Venue. The validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the State of California. Venue for any action relating to this Agreement shall be in the San Bernardino County Superior Court. 23. Construction. In the event of any asserted ambiguity in, or dispute regarding the interpretation of any matter herein, the interpretation of this Agreement shall not be resolved by any rules of interpretation providing for interpretation against the party who causes the uncertainty to exist or against the party who drafted the Agreement or who drafted that portion of the Agreement. 24. Entire Agreement. This Agreement consists of this document, and any other documents, attachments and/or exhibits referenced herein and attached hereto, each of which is incorporated herein by such reference, and the same represents the entire and integrated agreement between Contractor and City. This Agreement supersedes all prior oral or written negotiations, representations or agreements. This Agreement may not be amended, nor any provision or breach hereof waived, except in a writing signed by the parties which expressly refers to this Agreement. IN WITNESS WHEREOF, the parties, through their respective authorized representatives, have executed this Agreement as of the date first written above. Contractor Name: West Coast By: (e /,z Name Date Patrick Mahoney, President Title (two signatures required if corporation) City of Rancho Cucamonga e /Date' �Af- Titer PSA withoutprofessional liability insurance (contractor) Page 13 Last Revised: 05/22114 2 5 E -18 ATTACHMENTS • Attachment A — Sample Additional Insured Endorsement, Ongoing Operations • Attachment B — Sample Additional Insured Endorsement, Completed Operations • Attachment C — Sample Waiver of Subrogation PSA withoutprofessional liability insurance (contractor) Last Revised: 05122114 [e aitlals Page 14 25E-19 Attachment A — Sample Additional Insured Endorsement, Ongoing Operations POLICY NUMBER:— COMMERCIAL GENERAL LIABILITY CO 201010 01 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the Following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: The City of Rancho Cucamonga, It's Officers, Officials. Employees, designated Volunteers and agents serving as Independent contractors In the role of City Officials. (if no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) A. Section 11 — Who Is An Insured is amended to (1) All work, including materials, parts or include as an insured the person or organization equipment furnished in Connection with shown In the Schedule, but only with respect to such work, on the project (other than liability arising out of your ongoing operations per- service, maintenance or repairs) to be fortned for that insured performed by or on behalf of the addi- B. With respect to the insurance afforded to these tional insured(s) at the site of the cov- additional insureds, the follmIng exclusion is ered operations has been completed, added: or 2. Exclusions (2) That portion of "your work'cul of which the injury or damage arises has been This Insurance does not a to "bodily inn PWY ty put to its intended use by any person or jury' or "property damage" occurring after: organization other than another con- tractor or subcontractor engaged in performing operations for a principal as a part of the same project. CG 201010 01 ® ISO Properties, Inc., 2000 e 1 fil l Y' don frtida[s PSA without professional liability insurance (contractor) Page 15 Lart Revised: 05122114 25E-20 Attachment B — Sample Additional Insured Endorsement, Completed Operations POLICY NUMBER — COMMERCIAL GENERAL LIABILITY CG 20 3710 01 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Now of Person or Organization: The City of Rancho Cucamonga, it's Officers, Officials, Employees, designated Volunteers and agents serving as Independent contractors in the role of City officials. Atkin: Public Works 10500 Civic Center Dr. Rancho Cucamonga, CA 01730 Description of Completed Premium: Included (If no entry appears above, infonneton required to complete this endorsement will be shown In the Declaretiore as applicable to this endorsement.) Section 11 — Who Is An Insured is amended to Include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of'your wwk" at the location designated and described in the schedule of this endorsement performed for that insured and included in the "products -completed operations ha- zard' CG 20 37 10 01 ® ISO Properties, Inc., 2000 P 1 of 1 Ye don /nldals PSA withoul profession! liability insurance (contractor) Page 16 Last Revised: 05122114 25E-21 Attachment C — Sample Waiver of Subrogation POLICY NUMBER; COMI ERC1AL GENERAL LIABILITY CG 24 0410 93 THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: City of Rancho Cucamonga and its elected officials. officers, employees, servants, attorneys, designated volunteers, and agents serving as independent Conti actors in the role of City officials. (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) The TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Condition (Section IV — COMMERCIAL GENERAL LIABILITY CONDITIONS) Is amended by the addition of the following: We waive any right of recovery we may have against the person or organization shown In the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or your work" done under a contract with that person or organization and Included in the "products -completed operations hazard'. This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 10 93 Copyright, Insurance Services Office, Inc, 1992 PSA without professional liability insurance (contractor) Last Revised: 05122114 Page 1 of 1 0 kwwl, Page 17 25E-22 SCOPE OF WORK Scope of Work Contents: • Exhibit A — RFP 19/20-007 • Exhibit B —Contractor's proposal, dated July 23, 2019 • Exhibit C — Unit Costs PSA without professional liability insurance (contractor) Last Revised: 05122114 r4orinidafs Page 18 25E-23 acu:Ir8a AGREEMENT TO PROVIDE TREE MAINTENANCE SERVICES THIS AGREEMENT is made and entered into this 17th day of November, 2020 by and between West Coast Arborists, 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. In order to preserve the integrity and health of the Santa Ana Urban Forest, the City desires to retain a Contractor having special skill and knowledge in the field of tree maintenance for the maintenance of approximately 50,000 parkway and street median trees, to be overseen by the Maintenance Service Division of the Public Works Agency. B. The City currently has an agreement with Contractor for these services. This agreement expires on June 30, 2021. C. Based on the City's level of satisfaction with Contractor's performance, the City wishes to enter into another agreement with Contractor for tree maintenance services without competitive bidding, as permitted by Section 2-807 of the Santa Ana Municipal Code. D. Section 2-807(d) exempts from competitive bidding purchases from vendors whose names are on current established lists and have been awarded the same type of contract by another public agency following a competitive bidding process determined by the City's purchasing manager to be substantially equivalent to the City' S. E. On December 4, 2019, the City of Rancho Cucamonga awarded an agreement (No. 19-187) to Contractor for street tree maintenance services after a competitive bidding process that was determined by the City's purchasing manager to be substantially equivalent to the City's process. F. Accordingly, the City wishes to enter into an agreement with Contractor for tree maintenance services based on the same scope of services and pricing. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: ZAR 24 1. SCOPE OF SERVICES Contractor shall perform the services described in Contractor's proposal dated July 23, 2019 that was submitted by Contractor in response to Request for Proposal No. 19/20-007 for Citywide Tree Maintenance Services by the City of Rancho Cucamonga. Such proposal is attached as Exhibit A and incorporated in full. Contractor expressly consents to the use of this proposal for all purposes related to this Agreement. 2. COMPENSATION a. City agrees to pay, and Contractor agrees to accept as total payment for its services for City, the rates and charges identified in Exhibit B. The total amount to be expended under this Agreement for the eighteen (18) month period ending December 31, 2022 shall not exceed $3,028,650. For each one-year extension entered into by the parties pursuant to Section 3 below, the annual amount to be expended shall not exceed $2,019,100. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals and Scope of Work, which may reasonably be expected by City. 3. TERM This Agreement shall commence on July 1, 2021 and terminate on December 31, 2022, unless terminated earlier in accordance with Section 17, below. Parties to this Agreement shall have the option to renew in one (1) year increments up to a total of six (6) additional years, unless sooner terminated as provided in Section 17. Options to renew are contingent upon the City Manager's approval, and in accordance to all terms and conditions stated herein unless otherwise provided in writing by the City. 4. PREVAILING WAGES Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. Ifthe services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 45 25 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ("Documents & Data"). Contractor shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 7. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subContractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary with respect to insurance or self-insurance programs maintained by the City; and (c) ZAP 26 contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the California Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect, by Contractor, without thirty (30) days prior written notice to the City. (iv) Contractor shall supply City with a fully executed additional insured endorsement. f. If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. S. INDEMNIFICATION Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, Contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Contractor or its subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and ZAR 27 (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright contained in the work product or documents provided by Contractor to the City pursuant to this Agreement. 10. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. 11. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered ZW-20 by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: (714) 647-6956 Executive Director Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, CA 92702 To Contractor: West Coast Arborists, Inc. 2200 E Via Burton Street Anaheim, CA 92806 Attn: Patrick Mahony, President A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these ZAE-20 timeframes, weekends, federal, state, County or City holidays shall be excluded. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. 4 -30 b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 18. NON-DISCRINIINATION Contractor shall not discriminate because of race, color, creed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 19. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 20. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 21. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. [signatures on next page] Z C34 ATTEST: DAISY GOMEZ Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By: RXIN M. FUNK Assistant City Attorney RECOMMENDED FOR APPROVAL NABIL SABA, PE Executive Director Public Works Agency CITY OF SANTA ANA KRISTINE RIDGE City Manager CONTRACTOR West Coast Arborists, Inc. aGA--, Na e: Patrick M oney Title: President ZW-W CITY OF RANCHO CUCAMONGA RFP #IJ/20-007 CITYWIDE TREE MAINTENANCE SERVICES ,1 zws w� f.ALrJ�fl A 1. n � I Tree Tree Tree M T�ae Emargensg Plant ISA Pruning Removal Planting kn retar, Response Health Care Certified Tree Care Professionals Serving Communities Who Care about Trees July 23, 2019 City of Rancho Cucamonga Attn: Procurement Department 10500 Chic Center Dr. Rancho Cucamonga, CA 91730 RE: RFQ: #19/20-007 Citywide Tree Maintenance Services Due: Wednesday, July 24, 2019 at 3:0O13M To whom it may concern; www. W CAI NC.eom Thank you for allowing West Coast Arborists, Inc. (WCA) with the opportunity to submit a proposal for tree maintenance services for the City of Rancho Cucamonga. WCA is a family -owned and operated company employing over 950 full-time employees providing various tasks to achieve one goal: serving communities who care about trees and landscape. We have reviewed, understand, and agree to the terms and conditions described in this RFP. We also hereby acknowledge that we meet the minimum requirements and responded to each of these requirements to the best of our ability. WCA's corporate values include listening to customers and employees that will help to improve services offered. By establishing clear goals and expectations for the organization, supporting its diverse teams, and exchanging frequent feedback from customers and employees. WCA's top management team has created a culture where employees become accountable for actions and results. WCA has a 47-year track record of working for more than 300 California and Arizona municipalities as well as other various agencies. Our company has been in business since 1972 and is licensed by the California State Contractors License Boards under license 1266764. We have held this license in good standing since 1979. The license specializes in Class C61 (Tree Service) as well as Class C27 (Landscaping). We currently employ over 80 Certified Arborists and over 140 Certified Tree workers, as recognized by the Western Chapter of the International Society of Arboriculture. WCA is also registered with the Department of Industrial Relations (DIR) for Public Works projects, our registration number is 1000000956. Should we be awarded this project, we shall use full-time, in-house employees; no subcontractors will be used. Our employees will operate from one of our seven California Offices: Anaheim (Corporate HQ), Fresno, Riverside, San Diego, San Jose, Stockton, and Ventura. For questions related to this proposal and who has the authority to negotiate/present please contact Victor Gonzalez, V.R. Marketing, at (714) 991- 1900 or at vganzalez9wca nc.wm. Nick Alago, Area Manager, will be assigned to this project should WCA be awarded a contract. He can be reached at (714) 920-0558 or nalago(@w:ainc.com. Sincerely, Victor Gonzale Vice President 3.1 COVER LETTER......................................................................................................................................... i 3.2 TABLE OF CONTENTS............................................................................................................................ 3.3 EXECUTIVE SUMMARY........................................................................................................................... 3.4 EXPERIENCE.............................................................................................................................................. 2 3.5 THIRD PARTY/SUBCONTRACTORS..................................................................................................... N/A 3.6 STAFF BIOGRAPHIES................................................................................................................................ 5 3.7 PROPOSAL RESPONSE............................................................................................................................. 9 33 NON -DISCLOSURE CONFLICT OF INTEREST ...................................................................................... 20 3.9 PROFESSIONAL SERVICE AGREEMENT.................................................................................................. 21 3.10 ACKNOWLEDGEMENT OF INSURANCE................................................................................................ 22 3.11 ADDENDUM ACKNOWLEDGMENT.......................................................................................................... 24 3.12 DEBARMENT 9 SUSPENSION............................................................................................................... 25 3.13 PARTICIPATION CLAUSE..................................................................................................................... 213 3.14 SIGNATURE OF ALTHURITY................................................................................................................ 27 3.15 COMPANY REFERENCES.........................................................................See Separate Attachment 25E-35 Page 192 Understanding the City's commitment to the residents, we are hopeful to begin a partnership with the City in providing quality tree maintenance 6 management services. West Coast Arbarists, Inc. (WCA) has a 47-year track record of working for more than 30D California municipalities and various public agencies. Our tree maintenance program includes a well-defined Quality Control Plan, which incorporates certified personnel, safety, pruning specifications, equipment, hours of operation, public relations scheduling of work. computerized billing, and public convenience. traffic control, Our company has been in business since 1972 and is licensed by the California State Contractors License Board under license #366764 with a local office and yard in the Cities of Anaheim, Ontario and Grand TH�race. We have held this license in good standing since 1978. The license specializes in Class C61(Tree Service) as well as Class C27 (Landscaping). Also, we have an A+rating from the banding board. We are a California Corporation with federal Tax 10 Number #95-3250682. We currently employ over 80 ISA Certified Arbarists and over 14D Certified Treewarkers, as recognized by the Western Chapter of the International Society of Arboriculture, In addition to the references listed in our Proposal, we are currently under contract with the Cities of Upland, Fontana. San Dimas, and Claremont, providing various tree maintenance services. We would encourage your agency to contact these Cities or any of the listed references. WCA has reviewed and agrees to the City's specifications for tree care and has no exceptions. The specifications are incorporated in its entirety as part of our proposal and become the Scope of Work for tree care services. As a result of the recent budget issues, municipalities are being stretched to their financial limits. City and City administrators are faced with budget reductions leading to staff cut backs, decreased levels of service, and antiquated equipment. The resulting trend of lower service levels needs to he turned around. We bel`eve in an Interactive Partnership with the community, where municipalities can confidently reiy on WCA to assist them with any of their tree care needs. Our goals in urban tree care are to extend the life of all trees, safeguard public safety, and produce a reliable source of s hade, beauty and the other non-commercial benefits that result from healthy trees in parks and Agency right-of-ways. Obviously, this cannot be accomplished without the City's valued input or without community involvement. Community: The community consists of everyone that Was about trees. They include residents, business owners, community groups, consumers, schools, and citizen arborists. We believe the community is the actual customer. We strive to provide the highest level of service in the safest manner possible in an effort to create a beautiful environment. In addition, as a Yalu able resource within the community we are able to offer extraordinary services to the public including, but not limited to, arboricultural education, participation in Arbor Day and other City events, and special community projects. City Administration: City staff has the very important task of managing trees as an ecosystem, taking into consideration specific biological. social and economic conditions. They must ensure that the best methods of tree care are practiced in the community, that the lives of the trees are extended heynnd average, and that the taxpayers receive the most from their investment in trees. West Coast Arbarists, Inc (WCA): We have the challenge of meeting the community's needs, not only in tree care, but also in other aspects. However, unlike most firms. we believe to be a valuable resource in that we have the qualifications and corporate capabiliaies to meet the community's needs and beyond. Our Certified personnel ensure the community that the work performed will he in accordance with today's standards. The collection of equipment allows us to dedicate specific pieces to the City. Our support staff aids the ftald team with information management, which provides communities with a complete. comprehensive urban tree care program. 25E-36 Page 193 WEST COAST AREORISTS, INC. (WCA) is a family -owned and operated union company employing over 150 full-time employees providing tree maintenance and management services. We are proudly serving over 300 municipalities and public agencies. We provide superior and safe tree care operations seven days a week, 24 hours a daythroughout California and Arizona. COMPANY INFORMATION President: Patrick Mahoney Organization Type: Corporation Established: 1972 Federal Tax ID: 95-3750687 OIR Registration:1000000950 Members of Laborers' Onion: LiONAI CORPORATE OFFICE 2200 €. Via Burton St. Anaheim, CA 92806 REGIONAL OFFICES Fresno, CA Phoenix, A2 Riverside. CA Sacramento, CA San Oiega, CA San Jose, CA San Francisco, CA Stockton, CA Venture, CA CONTRACT ADMINISTRATION Victor Gonzalez, Vice President Cnrparate Office Phone (714) 991-1900 Fax (714) 95 B-3745 Email: vgnnzalez4wcainc.com FIELD MANAGEMENT Nick Alago, Area Manager 21718 Walnut Avenue Grand Terrace, CA 92313 Phone (714) 920-0558 Fax (714) 930-0377 Email: nalagagwcoinc.com EMERGENCY RESPONSE 24/7 HER-LIMN-0OWN OUR VISION As a corporate citizen, WCA's responsibility and accountability are to the communities where we do business. We hold ourselves to the highest standards of ethical conduct and environmental responsibility, communicating openly with our customers and the communities in which we work. It is our goal and vision to lead the industry in state-of-the-art urban tree care and management services. 100% CUSTOMER SATISFACTION Customer satisfaction is our top priority. We guarantee your complete satisfaction with every facet of our services. Our dedication to customer service has earned WCA a reputation unrivaled in tfe industry for dependability, integrity, quality and courtesy. We authurize our employees to do whatever is necessary to achieve the highest quality results. We know that high quality work saves our customer's valuable time and is far more Lust effective if we do our work properly the first time. We are committed to courteous and prompt customer service to fully resolve any ISSUE. 80+ ISA Certified Arborists Less than 2%turnover ratio fur service staff 25E-37 4Q+ Years Experience (Similar Size & Scope) Local Office 8 Nursery (Grand Terrace & Ontario) 950+ Qualified Employees 1500+ Pieces of Equipment (Owned) Page 194 CORPORATE CAPABILITIES West Coast Arhorists. Inc., is committed to successfully completing each project in accordance with the specifications, budget, schedule and with the highest quality of service. Our customers' satisfaction is a direct result of our means to carry out each project. Listed below are some of our corporate capahilities, which not only provide a sense A camiwt and confidence to our customers, but also assure them of our continuous ability to carry out the duties of managing their urban forest. • In business continuously and actively since 1972 • Contractor's 1lcense C6I/1413 B 127 • Over $6 500,090 line of credit available Banded by CBIC, an A+ rated company 950+ employees 3001- contracts with public agencies Bl+ Certified Arborists 14f1+ Certified Treewurkers Drug -free workplace 14.000 Sq. ft. company -awned Headquarters (Anaheim} Department of Agriculture Nursery license • Avg. 500,009 trees pruned annually over past 3 years Avg.18,1100 trees removed annually over past 3 years Avg.14.000 trees planted annually over past 3 years • Avg. 251 trees inventoried annually over past 3 years Federal Tax 10 9 5-325fli current an all taxes and fillings with state and federal government • Sales volume over $100 million annually • Fleet of 1,5004 pieces of equipment Information leysl Enoi111Jnv Cwpnaticn .4vm IE6 a]rm(19 acrTo/zz 2=F-VU 9l 014 4W 1111 92tA16 G9lInelwl Sla[n MSre,iu ]2W [ tM1P OL1ligH AW I ILDM 42f09 G UMN Stem W A.mnca L4emv n.+n.bv.41 LS111]M/tie \9ESTCnldPmwnl5Ps IN[ __i® T AC 12131T1b cp�rs r GI ]:lil•1�1:LelM Active Memberships: Tree Care Industry Association (TCIA) International Society of Arboriculture (i league of California Cities (LCC) California Parks 6 Recreation Society (CPTfSi Association of California Cities- Orange County (ACCOCI Maintenance Superintendents Association (MSA) Caiifarnia landscape Contractors Association All Street Tree Seminar (STE) California Urban Forest Council (Cal American Public Wanks Association (APWA) CONTRACTORS �Ca STATE LICENSE BOARD ACTIVE LICENSE 4 366764 -Fl CORP WEST COAST ARBOREBTS INC ud CC 1ii C2 7 r3 E [rtkdDN, 12/31/2020 www.csib.ca.gov CAMFORNIA DEPARTMENT OF PESTICIDE REGULATION too] I ST En 5ACRAMENTO, CALMRN1A 95914 ISSULD:'Ie.WM,X]8 Put Control Sus]Bess-Main EXPIRE8:199c kr31.2D19 LICENSE LICENSE NO.395V5 lm.tia lHnevax ua.w em:fiNanmKn; IV¢hkrcu0lNim G+e. M,i1ieP amrtx. WEST COASTARBORLSTS. @IC, = WE VIA BURTON ST ANANP.IN, CA 92M bWasI— WEST COAW ARRORISIS, INC. 3XA E VIA BMWN 5T ANMMKCA9119 25E-38 3 Page 195 RFP #19/20-007 far City Tree Maintenance Services Disclosures 3.4 If the firm is involved in any pending litigation that may affect its ability to provide its proposed solution or ongoing maintenance or support of its products and services. A Large, mature Eucalyptus tree uprooted and struck bystanders at a City of Whittier park while taking photos under the tree. Several people were injured, and one death occurred as a result of the fallen tree. Currently there are 22 plaintiffs. The case is in the beginning phases and has just been transferred to the Norwalk court jurisdiction. WCA was pulled in as a crass -complaint from the City of Whittier. Case No. BCB513449 - Majarro, at al. v. City of Whittier, et al. Case No. BEBEGE44 - Stephanie Dviatt v. City of Whittier, WCA Ul/V - / 7/23/19 Patrick Mahoney, PresidEnt Date 25E-39 4 Page 196 Staff members have diverse educational backgrounds including accounting, business administration, engineering, and forestry. INTRODUCTION West Coast Arborist's (WCA) is a company comprised of a management team and a safety committee. Staff members have diverse educational backgrounds including accounting, business administration, engineering and forestry. WORK FORCE WCA actively maintains arguing processes to assure that only qualified and competent staff provides safe and qualitytree maintenance services. These skilled employees cars only be achieved through both training and work experience. We believe that essential experience should always be obtained through qualified supervision; this includes bath basic and extended skills. WCA makes every attempt to ensure that this is undertaken before performing work, leading a crew, or career advancement. The work performed on this contract is routine, recurring and usual. The work includes watering, trimming. pruning, planting. removal and replacement of trees and plants, and servicing of irrigation. The rates included in the Cost Proposal are based an the current prevailing wage determination for "Tree Maintenance (taborer)." CERTIFICATION WCA encourages its Employees to get certified through the International Society of Arboriculture, in an effort to raise the standard of professianal tree care compadies. This standard exemplifies our company's commitment to providing customers with competent, knowledgeable certified workers. WCA empluys a large number of ISA Certified Arborists and ISA Certified Tree Workers. CREW EVALUATION WCA employees are evaluated through an internal mechanism supervised by our Management Team. Each employee performs their duties according to a criteria -hosed job description that reflects safety, quality workmanship, productivity, appropriateness of care, problem solving and Customer service. A performance appraisal is conducted far each employee upon completion of the probationary period and at least annually thereafter. Each worker is also required to complete a competency assessment and orientation upon hire and annually thereafter, in selected areas to assure that ongoing requirements are met and upportunites for improvement are identified. 25E-40 Page 197 UPPER MANAGEMENT TEAM From marketing, contract administration, field and fleet management, to information technology, our Upper Management Team is snvolved n Lhe day-to-day operations supporting each Project Team and Customer to ensure the highest quality of tree care is being achieved in the industry. PROJECT TEAM NICK ALAGO, PROJECTMANAGER ISA Certified Arborist #WE 4396 AU - TCiA Certified Aphorist 4775U - TLC Wildlife Aware - NCCCO Certified Cram Operator Mr. Aliega has been with WCA since 1999. He has roe rly 35 years experience in the arburiculture field. He is responsible for estimating, scheduling, contract administration, personnel and daily operation, He is responsible for field operations, customers service, and management of crews throughout the Inland Empire. Through his employment he has gained valuable experience in computer estimating, tree inventory systems, and costing programs which are essential in the efficient operation of tree crews. Nick was recently recognized as WCA. Inc. Area Manager of the Year for FY 17-I0. ALONSO GARCIA, SUPERVISOR ISA Certified Arbor'st #9499A • TCIA Safety Professional #301 As Site Supervisor, Alonso is a full-time employee who has worked for WCA, Inc. since 1997. He is responsible for reviewing the day's activities, assisting the Area Manager in scheduling. and ensuring proper safaty procedures are being followed. As the Supervisor, he speaks fluent English and will communicate with City officials and other interested parties on a daily basis. Reports and resolves malfunctions, damage, or industrial injury. He also assist: in employee training programs, maintains records, and files daily reports and receipts. VALERIE RODRIGUEZ, CUSTOMER SERVICE REPRESENTATIVE (CSR) Valerie has been with WCA, Inc. since 2OO2, as the CSR (Customer Service Representative) she is responsible for providing support to the Area Manager, Site Supervisors and crew, She is to act as a liaison between the company and it's clients as well as the general public. Valerie is responsible for responding to customer service inquires and facilitating contracting functions. such as: mapping, underground service alert, data entry, field book preparation, list preparation, etc. ERNESTO MACIAS, SAFETY MANAGER ISA Certified Arberis E 7120AUM - ICA Safety Pr afessiord#1115 Ernesto has been with WCA, Inc. since 2DI1, his primary responsibility is to ensure safety company -wide which includes the development, implementation and review of the company's in-house training programs, crew safety audits, and the company's Injury B Illness Prevention Program. TIM CROTHERS, PLANT HEALTH CARE MANAGER ISA Board Certified Master Ar6oristWE 7655 BUM - OPR 0ualified Pest Control Ap*EWr #163Z1 UAL Calegary BED Tim as been with WCA since 2012. Our PHC program is manage) in-house. there is no subcontracting. Staff is licensed by the CA Dept. of Pesticide Regulation. Dur program goes beyond standard chemical applications as we expanded our services to include an Integrated Pest Management program. Inspection, diagnosis and treatments are available as needed. m A Nick Alagn. Project Mgr. Alunsu Garcia. 25p.4,3Rodrigues, ESR Ernesto Macias. Safety Mgr. Tim trothers. RHE Mgr. Page 198 76G LiUNA! In partnership with the Lahurer's International Union of North America Field Employees Higher Standards+ Exemplary Training= Superior Employees ISA Certified Arborists Buard Certified Master Arborists Tree Wirkers WCA staff is trained to design and implement Traffic Control Plans. 660(boeoee Certified Urban WCA Certified ISA Certified TCIA Certified ISA Nursery in Information Fleet Ni Forester Utility line utility Tree Care Municipal Placentia 6 Techn3logy Mechanics Certified Crane Clearance Specialists Safety Specialist Dedicated Specialists Operators Workers Professionals Manager WCA has developed an exemplary Plant CAIIFDRNIA DEPARTMENT Of PESTICIDE REGULATION PHC Health Care Program that goes beyond standard chemical applications. 0 0 10 Advisors Applicators WCA's UP of Field Operations is a key WCA has 70 staff members WILDLIFE contributor in identifying and certified through the Wildlife PROTECTION developing the first ever Best Aware and Wildlife Training Management Practices guidelines for Institute. Tree Care for Birds and Other Wildlife. Board Certified ASCA Consulting Arberist Master Arhorists Michael Mahoney, ASCA Consulting Academy #f1022/ Registered Member #353 -WC 021C A • BA CSUF Michael Palat WE E541 BUM Mr. Mahoney has over thirty-six years in practical and management experience in arboriculture and Kelley Gilleran WE 70GI B urban forestry; 20 years full-time as an arboriculture practitioner; 5 years full-time as manager of Tim Crothers WE 71355 BUM large arboricultural contracting firm: 5 years full-time as CEO of arboricaltural and urban forestry Cris Falco WE 7499 B consulting firm: B years full-time as an independent arburicultural and urban forestry consultant. Glenn Reeve WE 10177 8 Approximately 45 hours credit. annually, arboricultural continuing education. 25E-42 Page 199 JJSL IHEZ NANCILLA WE-10903T JULIO C.. GARCIA VAZONE2 JOSE JUAN PEREZ WE-11246T KYLE JAMESVIGNEAU JOSE LUIS EELREAL WE-112311 LEONARDO RAMOS JOSE M.CORTEZTORRES WE1539AIR LEDNELCORTEZ J03FM_MU417SAPCIA 6E-116RST LET➢SAMWAUJR JOSE M. CNAVARRIA MANZO WE-11210T LORENZO PEREZ JOSE MANUEL PEREZ WE-OBISAT LWS A, MUNDZRANINEZ JOSE R,GRANADOS WI-11109T LUISP.PEREZ JUSEPHAN7HONYNUNN WE-110341 MANUF19ARRAGAN JJAN8ECERRA WE-10932T MANJELORIANU JJAN MARELIEZ WE-10987T MARCO A PADILLA JIMENEZ JJANDRUZ WE-9514AT MARCO ANIONIC VIRGARA JJAN TELLEZ TAPIA W.111371 MARCOS RIEHARO-MARHNE. JJAN ARABI ARCE WE-114BOT MARCOS CAMINO JJAH C. PENA-ARIAS WE11327T MARVNRARRERA JJAN CARLUS MORA WL-IIUI9T MATEGARVIZU WCAes 15A Certified Tree Workers Employee Name ARAM RODRIGUEZ AOAN BALTAIAR RIYNAGA AGUSTIN LOZANO ALEJANORD VALENNIELA ALFREDO ANGEL LOPEZ ANBRESRGMAN ANHINIC CASIELLANDS ANT0411 GRAI ILLA ANTONIO GARCIA CONTRERAS ARIEL ALONSD ARMANDO SGTG ARMANDO 0. LOPEZ AUOONARO CORRAL AURELIOCOVARRU3IAS AUREUGPAZ-GUZNAN BRIAN C KIRKEGAARD CARLOS ISFA CARLOS RANDS CELEOCHIO R MANZAN[I [ILEA CELESHNO PEREZ CESAR WENCESLAD CESAR G. VALENZUILA REYES CHARLES E.M. INSCH CITIES PATRICK WORTH DANIEL CHAVARRIA GANIEL RIYAS GANIEL GEORGE POTTS GANIEL J. KNUTSEN JR OANNYAVITIA OEtEINO AGUILAR-MGRAITS OEMETRNI LIRA OEMETR53 USEGUERA 111HERM SERRA SAIAZAR EOUAR07AYILA EOUARCI MARHNEZ BECERRA EUUARDIVAHGAS ELIGIO IBARRA CARD= E10Y MAED BI ENftiDUf SANDOVAL ERNESTO GUNSALEZ EUGENEBARRIENTUS FAUSTO GUZMAN FELIX GARCIA WE-III75T MELCHORLEMUS WE-10602T MICHAEL LOUIS YOUNG WGII264T MIGUELAYAIA WE-8G25A1 MIGUELMACIAS WE-11021T NELSON R, AGUIRRE 'NE-7443AT OSCAR 19NAEID RVERA WE-110231 PEDRO CUEVAS WE 112451 PEDRO GARCIA WF-109751 PEDROSANDOVAL WL-07314T PEDROALTAMIRAND WE-RB21AI RAMON ZONIGA GOMEZ WE-110661 RANULEDPERALTACASTANEDA WE-109891 RAUL MANZO HERNANDEZ WE 11492T RAULTELLEZTAPIA WE-1092BT RAYMUNDU GIIIFERREZ WEiAYIYM LRENF�79EyES CM1W WE-11201T WF-770HAT WE-I13OGT WE-IIE741 W1404T ME-11265T WE-11203T WE-11185T WE-11173T WE-10909T WE-11131T WE-I0953T WE-11220T WE-116291 WE-11084T WE-1047GAI E-Iw 1CU6T WE-11283T WE10984T WE-11243T WE-109GOT WE-IIO7GT NE-H38ST WE-10172AT WE-10292AT WE-IHH5UT WE-11534T WEWE-117151 WE-I€E387 WE-10900T WE-11323T ME-IIU43T WE-11051T ME-10812T WE-103911 WE-11053T WE-11197T WE-115EST ME-113UZ1 WE-11461T WE-B791AUT WE-II0B31 WE-1117UT WE-1P237T WE-II60TI WE'E-10924T WE-10970T WE-103911 WE-EM24T WE-11795T WE-IIIBET WE-11301T WE-11095T W€-102777 ME 112MT WE-10905T WE-111381 WE-11O8U7 WE-7941AT FELIX HI FRANCISCO LOPEZ FRANCISCO RAMIREZ FRANCISCO VILLANUEVA FRANCISCO URENA JIMENEZ GABRIEL GAMING GABRIEL MERCADO RUIZ GERARDO PEREZ GERARDO A. GROUNG GERARDO MARTIAEI GARCIA BIENN 0. WHITLOCK REEVE GONZALO REOALACD HECTOR MONIES HERIHERTG CURONELWENCESLAR HOBO ANGEL RINCUN HUMBERTO CHAVI RRIA ISAIASMACIAS ISRAELA, RAMIRIZ J. REFUGIU ESCAMILL4 J. SHCURRO GARCIA JAIMERUGELIO IERNANOEZ JAMES CHARLES WORKING JEFFERY U. WILLIAMS JESUS RAYA JESUSA, MONIES JESUS M. SARAEA PENA JOEL IOPEZ JUEL NARTINEZ JOIL URHZ JUEL N. RIYERA JOHN LEE PINEO4 JDR91 UUENAS HONG(JINENEZ J0SAFAI MONTOVA JOSS4G0AYU JOSE JIMENEZ JOSE JIMENEZNERNANOE2 JOSE0A JOSS A,ALVAREZ JOSE A. GONZALEZ MENDEZ JOSE AGEL CAFFEINE! JOSE AGUSTIN CARRILID JOSE F. DRELLANA HUUERF JAY ADDISON JR RODNEY LYNN MIRGAN ROMUALOO GAETA LUNA SALOMON SILVA SAIUSHB SANCH7 SAMUELJIMENEZ SARNS MACIAS LEMUS SERGIO LOPEZ-RI'AERA STEFAN U. KALLENBERG STEPHEN GLENN DAYS STEVE I. HUNT VENTURA GGMEZ WALLACE BURCH 8 E-20374T WE-ICE52T WE-11259T WE-1OU65T WE-II075T WE-110 WE-115EST WE-9131AT WE-1163CT WE-IUE07T WE-10177ATM WE-9952AT WE-0079AUT wE PRE MILE-671OAT WE-11207f WE-IDE79T W€-11567T WE-111531 WE-111771 WE-52974T WE-1502AT WE-119CAT WE-344941 WE-0DMT WE-11450T WE-IOR7IAT WEd099T WE-11021T WE-11273T WE-10367AT WE-11321T WE-111441 WE-111101 WE-11015T WE-IUS99T WE-111HST WE-9n3T WE-11G6 1 WE-€0908T WE-6475AT WE-11192T11192T WE-11200T WE-1142ST WEABBEEIT WE-954FAHI WE-1116ST WE-11053T WE-114E2T WE-HIOET WE-IU9291 WE-103571 WL-IU730AT WE-I11I WE-1044A WE-IIIBOT WEWE-071341 B Page 200 PRUNE CLASSIFICATIONS Grid Prune- Grid tree pruning is based an pruning in pre -designed districts, or grids on a set cycle and includes all trees (small, medium and large -sized.) Pruning will include structural pruning, crown raising, and crown cleaning in accordance with the standards set forth by the International Society of Arboriculture Pruning Standards (Best Management Practices) and shall have no more thar 25% of the live foliage removed at a given time. Full Prune/Crown Reduction- Crown reduction is performed when conditions within the crown of a hardwood tree are such that the entire tree needs to be reduced. A full prune is recommended when the primary objective is to maintain or improve tree health and structure, and includes pruning to reduce overall canopy mass and excessive wood weight. Trees that are identified for a full prune shall have more than 25% of the live foliage removed at a given time. Service Requests A Service Request Prune includes tree maintenance services an designated trees) Murdered by the Agency Arborist or designee. Pruning may include structural pruning, crown raising, crown cleaning or pruning to reduce/restore the crown. Whichever work type is ordered by the Agency, pruning will be performed in accordance with the standards set forth by the International Society of Arboriculture Pruning Standards and the Best Management Practice, Tree Pruning Guidelines. Work assignments from the Agency may require mebilization from one tree site to another within the Agency. Line Clearance Trees that interfere or have the passibility of interfering with utility lines will be trimmed in a manner to achieve the required clearances as specified and in accordance with the California Public Utilities Commission. It is our goal to protect the current health and condition of the tree and to maintain its symmetry and direct growth away from the utility lines. Small Tree Care Proper pruning and care during the early stages of the tree's life will save money in the future, and create a safer, more beautiful, healthy, easy-ta-maintain tree. We believe that tree care that is performed early will affect its shape, strength and life span. Uur specialized small tree care team consists of certified personnel trained to perform the following: • Selective structural pruning • Removal of dead, interfering, split and/or broken limbs • Pre -conditioning the water retention basin built around the tree • Staking or re -staking • Adjusting tree ties • Adjusting trunk protectors • Weed abatement Palm Trunk Skinning, Palm tree skinning consists of the removal of dead frond bases (only), at the point they make contact with tf a trunk without damage to the live trunk tissue. Root Pruning We strongly recommend against any root pruning, however, should the Agency elect to proceed, we recommend that it be done no closer than 3 times the diameter of the trunk. Roots will be pruned to a depth of approximately 12 inches by cleanly slicing through the roots, so as not to tear or vibrate the root causing damage to the tree. The excavated area will be backfilled with native sail and debris will be hauled away. Tree Removal Operations With a minimum of 48 hours advanced notice, WCA will inform Underground Service Alert (USA) of the location of work for the purpose of identifying any and all utility lines. The removal process consists of lowering limbs delicately onto the ground to prevent any hardscape damage. Immediately following the removal, the stump will he ground down, if ordered to do so and with proper USA notification. Tree Planting We can replace trees that have been removed and plant new trees in accordance with specifications. We are prepared financia,ly and logistically to acquire and purchase selected tree species for tree planting. At a minimum of 48 hours in advance we will inform Underground Service Alert (USA) of the location of work for the purpose of identifying any and all utility lines. A well -trained planting team will perform the soil preperatian and installation of the tree. Tree Watering Tree watering wi I be performed by a full-time, WCA team member on various routes, when requested by the Agency. This tuam will also be responsible for reporting special care needs to the small tree care team. This could include reporting weeds, soil that has settled, and/or staking and tying needs. 25E-44 Page 201 Emergency Response We are prepared for emergency calls 24 hours a day, 7 days a week, including holidays. Tie toll free number is 866-LIMB-DOWN (866- 546-2369). This number will be provided to the Agency, Police Department and/or Fire Department. Our emergency rasponse team will do what is necessary to render the hazardous tree or tree - related condition safe until the following workday. Crew Rental Due to our vast amount of resources. including our specialty equipment and qualified personnel we are able to extend our commitment to our customers by providing various miscellaneous services outs de of the most common tree maintenance services: • Flag hanging • Holiday light installation • Changing hall park lights • Misc. use of aerial towers and cranes (including equipment rental) • Crown reduction • Crown restoration Arbarist Reports We have full-time Certified Arbarists on staff that can prepare detailed arhorist reports, tree evaluations and site inspections based on your specific needs. Reporting can be generated for one tree or an entire selection and is handled oo a case -by -case basis. Plant Health Care Tim Crathers, Plant Health Care Manager • ISA Board Certified Master Arborist WE-769 BUM DPR Qualified Pest Control Applicator 9145321 DAL Category 8 6 0 Our PHC program managed by Tim Crathers goes beyond standard chemical applications. We have developed an efficient Integrated Pest Management Program (IPM) that requires diagnosis before treatment. WCA is staffed with licensed applicators and advisors that are environmentally conscious as well as compliant with the California Department of Pesticide Regulation. This service allows us to provide you with: • Proper diagnosis based an an-sita inspection with laboratory testing when necessary • Proactive and preventative recommendations that reduce the amount of potential pest and disease issues Fallow -up evaluations to ensure that the recommended treatments result in a healthy and balanced urban forest Shut Hole Borer They Polyphagaus Shot Hole Surer (PSHB) is a new pest in Southern California. This baring beetle drills into trees and brings with it a pathogenic fungus (fusarrum euwa//acea), as well as other fungal species. When heavily infested, the resulting Fuserium causes the decline and death of trees. Over 120 different tree species are affected in Southern California and aver 3n reproductive hosts are of high concern. As tree care professionals, we have a responsibility to understand and report A ABILITY TO ACQUIRE, PURCHASE G STAGE TREES Cities expect the highest quality of new trees. proven varieties and an organization with the knowledge and skills to provide them with the latest end most reliable information availahle related to tree planting. By meeting these expectations. we're able to contribute to the success of reforestation projects within cnmmuni-,ies. In order to complete successful tree planting programs, cities can rely on us to locate, acquire and purchase different tree species. As part of our Corporate Capability. we are finannially able to purchase large quantities o' trees far planting projects. Being familiar with over 50 nurseries in California, allows us to obtain the best tree available from a broad and plentiful stack. The process by which we obtain trees is quite simple: First, we utilize our database of nurseries. and contact several of them requesting specific trees with their prices. Upon locating the availability of trees, we then perform a tree pre -inspection at the nursery. When time is of the essence, nurseries will provide us with photos either by mail or by e-mail fur our review. Once the trees are purchased, and depending on the size of the project. we have them delivered to our facility in Placentia. Brea. or if possible, at a staging area within the Agency. It is through this process that we have planted an average of 14,090 trees for all of our customers each year during the past three years, sun: ar uwroNxln NEPIRIMENF U�FO9- AYUAGRIUU.iURE tYA x S{IIEEi SaCNPNExro, GYil'nPren er+xa viafise ms LICENSE TO SELL NURSERY STOCK 9I � nV,=SI Nl64RI57S INC P)CY1 S RM1Ckx11AAVF.( �� PUCElRM U Nm�N. �} � I 0 f r' PD81WMWNNNE PWPgKNRY IN Punic NEW x16YY SOb fitlEJCEM£MMO, iRW EiFRY9,E 25E-45 LICENSE NUMPER EMB0.001 DnNWWUNY ee41 Page 202 GREEN WASTE WCA's commitment to be a socially responsible corporate partner to our customers and communities is exemplified in our Recycling Program. With the steadily -increasing concern for the ecological health of our communities, WCA has embarked an a landfill diversion process where all material is taken to recycling facilities where it is used in the production of sail amendments. We are committed to taking all recyclable materials removed from the trees trimmed for the duration of this project to a recycling center for processing. Verification of amounts recycled will be obtained and reported by WCA via ArborAocess for the purpose of meeting the goals of the State for reducing landfill usage. COMPOST is made from fine ground branches, leaves or other organic material. When mixed with oxygen and water, thn organic material will decay or "compost" A finished compost is excellent far turning into the top layer of soil and will add nitrogen and increase the water holding capacity of sail. You can make compost at home in a pile in your yard or in a bin that you make or purchase. Large scale composting is done at regional recycling facilities. FIREWOOD is traditionally the most common use of large branches and logs. Firewood is used to heat homes during winter months. WCA takes lags to a yard in Irvine where a firewood retailer splits and resells the firewood to local residents. LOGS TO LUMBER is an old idea with a new approach by converting Agencytrees into usable lumber. WCA worked on a twelve month trial program with the California Department of Forestry and Fire protection to create an environmentally sound and socially responsible alternative to imparting lumber from other areas, reducing our demand an trees from natural forests. LOGS TO LUMBER "Logs to Lumber" evolved from a 12-month trial program where West Coast Arbarists. Inc. (WCA) worked with the California Department of Forestry and Fire Promotion (CDF). The Goal is to create an environmentally sound and socially responsible alternative to imparting lumber from other areas E and to reduce the demand an trees from 0 Reducing waste from the urbar forest. Converting trees removed into useable lumber. Assisting with landfill diversion (AIf939), Giving natural forests. back to the Community! ........................:......................,......... The program proves to he successful and now WCA transports suitable lugs to our wood recycling center. Woudfiill Firewnad, 25E-46 is Page 203 IMPLEMENTATION PLAN To ensure the quality of work and the level of service expected. WCA abides by a well-defined quality control plan that incorporates the following • Certified personnel • 'Safety • Pruning specifications and guidelines • Sound equipment • Public relations • Proper traffic control • State-of-the-art communication systems Special shifts including weekends and Evenings can be arranged in accordance with the Agency's specifications. Project/Area Manager: NICK ALAGO ISA Certification #WE4390-AU ISA Tree Risk Assessment #E10B3 TER Certified Arharist,i25E1 TLC Wildlife Aware The project Area Manager will be the central point of contact and will work cooperatively with Agency staff, local residents and business owners, etc. The Area Manger will provide overall field supervision and trey management. Daily Management Daily management will consist of, but not be limited to: • Email notification complete with location, crew, equipment type, and work description • Supervise crew personnel to insure proper pruning standards are followed in a safe manner • Traffic control setup and maintenance of work zone • Ensure work area is left free of debris at the end of shift • Maintain record of work completed each day • Maintain good public relations at all times • Provide immediate notification to Agency Inspector upon damage of personal property including a plan for corrective measures to take place within 48 hours Weekly Management Weekly manacementwill consist of, but is not limited to: • Weekly inspection of work completed • Meet with the Agency to review work schedule and progress • Insure standards of pruning are performed in accordance wgh Agency specifications • Maintain open communication with the Agency Inspector and field crew Scheduling of Work The Area Manager is responsible for scheduling work which shall conform to the Agency's schedule of performance. We recommend equal distribution of work throughout the course of the fiscal year. Notifications will be provided to residents prior to the start of pruning operations in said area. All work will be performed in a cooperative manner as to cause the least amount of interference or inconvenience. Public Notification Upon Agency staff approval. WCA will post a door hanger notice prior to commencement of grid pruning (within 24-48 hours). After tree plantings, door hangers will be provided to residents instructing them on the proper care for their newly planted tree. For more comprehensive outreach we can also submit a press release for special projects or routine maintenance. The Agency may modify the procedures and materials to which we notify, residents. Communication Systems Dur use of modern and reliable communication systems affect our daily job performance by increasing our efficiency. Management and Field Personnel utilize smart phones as both navigational and communication devices in the field. Smart phanes have proven to be a convenient method to input data as related to tree inventories, daily work records, timesheets, photos, and billing information; Eliminating the need to handwrite data and improving customer service by minimizing response time. Permits and Licensing WCA will procure a City Business License as necessary and any "no - fee" permits prior to commencement of work. Permits (i.e., encroachment, traffic control, etc.) requiring fees will he charged hack to the Agency. Right -of -Way All work will be performed in the public right-of-way. Employees will not utilize private property for eating, breaks or any other reason or USE water or electricityfrom such property without prior written permission of owner. Cooperation and Collateral Work WCA will give right to operate within the project to the Agency workers and/other contractors, utility companies, street sweepers, and others as needed in a cooperative effort to minimize 25E' trance in daily operations. 12 Page 204 WORKFLOW TIMELINE Grid pruning Flowchart (Completion dependent on tree quantity) Work request received CSR creates a work order 6 from Customer gives to Area Manager Foreman posts public motiees Crew performs work Removal Flowchart (15-30 day Completion) Customer marks trees far Work request received BSA 6 notiies resident from Costumer Area Manager schedules work, informs the Costumer 6 gives work order to Foreman Crew performs work Planting Flowchart (15-30 day Completion) Work request received from Customer Crew performs work 6 hangs tree care door hanger CSR prepares work order 6 orders trees) form Nursery Manager Foreman completes work order 6 inventory; then turns in Service Request Flowchart (15-30 day Completion) Work request received from Customer Foramen posts public notices i CSR creates a work order 6 gives to Area Manager Crew performs work Area Managger schedules the work 6 informs the Customer Foreman completes work order 6 inventory: then submits to office CSR creates work order 6 contacts USA 48 hours in advance of work 7sohm work ry: ffice CSR gives work order to Area Manager to schedule work 6 inform the Customer CSR closes wo-k order. Billing Dept. prepares invoice Area Managger schedules the work 9 informs the Customer Foreman completes work order 6 inventory; then turns in Emergency Flowchart (I Hour Response/ 24 Hour Completion) Fmergency request nn-Call supervisor Supervisor creates work received from Customer dispatches Emeegen.y Crew order 6 sends to Poreman Crew sends notification and photos taCustamer and If epplicalie, crew return Foreman completes Supervisor that work to site next day to work order 6 inventory: s complete complete work then turns iu 5E- Work order is given to the Foreman CSR closes work order: Billing Dept. prepares invoice Work order is given to the Area Manager r loses work order: Billing Dept.epares i run Work order is given to the Foreman Billing Dept. processes 6 prepares invoice Nork order is given to the Foreman CSR closes work order: Billing Dept. prepares invoice Crew pe fwms necessary work to ensure safety CSR closes war k order: Bihing Dept prepares invuiue 13 Page 205 QUALITY ION TROL TOLL FREE sss.54s.23s9 in ease of emergency after normal business hours Leave a message, if you du not receive a call back within 10 minutes, call the following contacts in order: ALONSO GARCIA, SUPERVISOR 714.981.35G4 MANUEL PEREZ, SUPERVISOR E2E.255.2821 LEONEL CORTEZ, SUPERVISOR 714.412.0424 NICK ALAGO. AREA MANAGER 714.920.0558 MARTIN CORTEZ, AREAMANAGER 714.713.0717 After confirmation from an call Manager, you can email multiple locations to: LIMBOUWNLWCAINHOM NORMAL BUSINESS HOURS 714.9 91-1900 ■ C TREE CARE PROFESSIONALS SERVING COMMUNITIES WHO GORE ABOU7 -RF= Project Site Maintenance Work site will he left free of debris at the end of each workday. We will not discharge smoke, dust, or any Other air containments in quantities that violate the regulations of any legally constituted authority. Protection of Public and Private Property WCA will provide all safety measures necessary to protect the public and worker within the work area. We will maintain good public relations at all times. The work will be conducted in a manner which will cause the least disturbance. Public Canvenience and Safety WCA will comply with any and all local sound control and noise level rules, regulations, and Ordinances which apply to any work performed in the contracted area. All work will cease by 5:00 pm or as directed by the Agency *Excluding emergency services. ® 7� Traffic Control 6.=1 \ Traffic control procedures will he set-up in accordance with On Work Area Traffic Control Handbook (WATCH) and State of Coiifornia Manual of Traffic Controls as well as the Agency Traffic and Safety operating Rules. WCA will make adequate provisions to insure the normal flaw of traffic over tho public streets and park roads. Every effort will he made to keep commercial driveways and passageways open to the public during business hours. High visibility arrowboerd(s) will he used when needed Priorto use. the Agency will approve traffic safety equipment and devices. Pedestrian and vahicolar traffic shall be allowed to pass through the work areas only under conditions of safety and with as little inconvenience and delay as possible. Unless the work area is totally barricaded or otherwise kept safe, at least one worker will serve to coordinate safe Operations on the ground at all times Wien wcrk operations are n progress. SCREW\ WORKING IN \TREESoo 25E-50 Im Page 207 Customer Service Department As we work with, or near, the public, we are mindful that we will most likely he the first person the public contacts. We have a full- time Castamer Service Department with each Customer Service Representative (CSR) trained in addressing concerned residents and bystanders. Complaints C Damage Resolution Should there he any property damage, we adhere to specific procedures to resolve the problem. The Foreman on the jub site will notify the resident and the Inspector immediately. If the resident is not at home, than we will leave a WCA card with instructions to call our Claims Coordinator in our corporate office. The ultimate goal at each work site is to leave the property in the some condition as before we entered it. We will notify the Agency Representative immediately upon damage of personal property including plans for corrective measures to take place within 48 All WCA vehicles are equipped with an Accident Kit should anything happen during the work day. Each kit has an Incident Report, an Accident Report, an Injury Report, a camera, First Aid instructions and protocol for contacting the corporate office. A computerized log of all incidents is maintained to include the date, time of occurrence, location, problem and action to be taken pursuant thereto or reasoning for nan-antian. Any activities found by the Agency to he unacceptable will he rectified immediately. All other complaints will be abated or resolved within twenty-four (24) hours of the occurrence. We have teams specifically assigned for handling damage to properties, bath private and public. Through our communication system, we have the ability to dispatch either of these teams and have them respond immediately to the site for proper repair. We pride ourselves an professional workmanship to avoid these types of incidents, however, should one occur, we take all appropriate measures to resolve the matter in a timely and efficient manner. AU is committed to working with the City afA?,7PhL7 Argmmga staff m dayelopandmamtam a work schedule that will previde the citizens with the mast effective and efcient means to perform free care services A will adbere to the schedule establisbedby the City and ensure residents of air dedication to completing work in a timely manner. lye understand that there maybe fluctaatiuns m the City's budget and that the City mayask us to reduce service levels in an effort to meet the current economic demands. 9yheing flexible, we canhelp to ease anyfinancialstrain7 promote centractorstab lity andguarantee residents with quality tree care 5castomer service. This is our oath ofcommitment tzz uphold the prestigious namesake afthe City ofRancho Cucamonga by providinggold standard tree care services, atrick Mahoney, t4 asident 7/24/13 25E-51 16 Page 208 ARBORACCESS FEATURES LIST TRACKING SYSTEM The List Tracking Report in ArburAccess is a useful tool in the management of incoming work. This report allows both parties to track specific jobs as they are ordered by the Agency, Proper use of this system enables the Agency and WCA to track the Completion of work that is ordered. 1A has complPtied11 'S tree inventories. 25E- 1z 17 INVENTORY SOFTWARE- ARBBRAECESS Our tree management program sets us apart from other companies. With nearly 2,000 active users, ArburAccess and our mobile app will help you easily manage your urban forest with ease and convenience. Tree site attributes include location (utilizing CPS coordinates), species type, and parkway size. Features allow you to view and edit work history records and create work orders directly from the field, all from our secure cloud. The information contained in ArburAccess is live data that can also be linked directly to a CIS program, such as ArCView, for goo -coding purposes and can assist your Agency in meeting CASH34 requirements. ArburAccess provides an unlimited resource of information regarding your urban forest. SOFTWARE TRAINING Our If Department is based out of our corporate office in Anaheim, CA with regional officas located throughout California and Arizona. Each office has the ability to provide software training to nor customers. We are also available to provide training sessions on - site at the customer's discretion. On -site training is proven to be effective as it provides a guided hands-on experience. We offer periodic tree maintenance and management workshops each year. These free workshops are provided to our customers regionally and educate over 250 people annually. They have proven to he a great round -table and networking opportunity for the different agencies in attendance. Presentations are provided by WCA management staff and complimented with guest speakers in the industry. Certified Arbarists and Tree Workers who attend are eligible to receive continuing education credits (CFO's) from the International Society of Arboriculture. The success of any urban forest program depends on the proper management of information. Unlimited telephone and/or email support is available to answer technical questions and aid staff in the use of the software system. Software training and support is included in the cost associated with the Inventory data collection. Page 209 BILLING WEA, Inc. operates a modern invoicing system that is updated on a daily basi& progress billings will be submitted to the Customers on a bi-weekly basis. unless otherwise requested. Invoices will reflect an amount complete for the billing period along with a year-to-date total for thatjob. Each billing will include a listing of completed work by address, tree species, work performed and approprate data acceptable to the customer. This information will be supplied in hardcopy and immediately accessible an ArbarAccESs. Jab balances reflecting the percent of completion fur each job can be viewed on ArborAccess. SAMPLE MANAGEMENT TOOLS OETAILEO TREE SITE CHARACHTERI STIES The advanced technology provides a valuable tool to urban forestry professionals by displaying specific tree site information along with a representative photograph of the species type and a recommended maintenance field. ArborAcccss' built-in quality control features assist in data accuracy. As maintenance is performed, the work history is uprated and accompanied with hi - weekly invoices. This process eliminates the need for dual -inputting and helps keep the tree inventory current and accurate. SAMPLE AGENCY SPECIES FRELUENCY REPORT Botanical Common Total pct. tlquldambar styradnus Lagerstrf a la India AMERICAN SWEETGUM CRAPE MYRTLE 4,78114.36% 2,008 6.03% Ulmbs parofolla CHINE5E ELM 1963 5,90% Fraxlnus veiuNre'Modestd MODESTO ASH 1,820 5.47% Cupanlepsis anacardloides Ir-umderrimr CARR07WCOD 1568 4.719EFraxlnus veiutlna Plnus cananeras ARIZONA ASH CANARY ISLAND PINE 1,259 1,191 3.78% 3.58% Grevillea mbusta SILK OAK 1,141 3.43% Plstacia chinensis CHINIESE PISTACHE 1,12.7 3,39% tuliffera TULIP TREE 1,076 3.23% l Other OTHER 15,355 46.13% Total Trees 33,289 100% The Species Frequency report can assist your Agency in identifying the tree population within the urban forest. This type of information is valuable in the event of an insect infestation, deadly disease, or even estimating future maintenance costs. In addition, an analysis can be performed to evaluate the history of the performance of a particular species within your Agency. MAINTENANCE RECORDS DETAILED REPORTING OPTIONS Accurate maintenance records for each location oftentimes can - mvantory . DOH Frequency assist the Agency with liability claims. Maintaining a detailed history - View Invoices . Height Frequency of the work performed at each location demonstrates goad faith in a Job Balances . District Frequency preserving its urban forest. It is imperative that work requests are - Green Waste . Species Frequency (sample chore) pulled from the system prior to the work being performed, - Work History • All Tees at an Address otherwise inventory accuracy is not guaranteed • Work Type by District . Estimated Tree Value 25E-53 fe:i Page 210 Modern Fleet consisting of 1500+ EQUIPMENT Our modern fleet undergoes daily inspection prior to use to ensure efficiency and safety. All equipment is routinely serviced, painted, and detailed. All equipment used during the duration of this project will meet state and federal safety requirements and have all up-to-date certifications as required. CHP Biennial Inspection of Terminal Certification We have successfuily been awarded the CNP Biennial Inspection Award of Recognition. This inspection has assisted our company in instituting several safety programs. as well as our Preventative Maintenance Program utilized by our in-house fleet department. The inspection reviews our vehicle maintenance and repair records, our procedural methods and policies for vehicle maintenance and operations. This certification ensures that our vehicles operate safefy. NetworkCar Fleet Solutions WCA has partnered with Netwurk'Ear Fleet Solutions to provide BPS units an all vehicles and equipment. This investment has given us and our customers the following benefits: • Provide faster response times and more efficient routing allowing us to service more customers • Lower operational costs by optimizing our fleet size, reducing labor, overtime, and insurance, and minimizing costly vehicle repairs • Decrease fuel use by monitoring fleet fuel economy and saving on unnecessary fuel expenditures • Reduce emissions by helping drivers Improve their habits such as speed and idle time, and reducing total miles driven which will significantly reduce harmful greenhouse gas emissions • Improve dispatching with landmarks and driving directions. UPS units helps us to better dispatch so that we can service mare customers. faster Recover stolen vehicles reducing liability costs which can be passed on to customers W MAP -M OF FVLMTOM 121 ®no a 4 ocP nGy_"'D! '..P Dale: zlauzoz7� oaz pn SUOR: �'IN ini-zzw eWir�w, u.�x d Ful�iton EQUIPMENT LIST SUMMARY: Pick Up Trucks 261 Aerial Lift Devices 252 95' Aerial Devices 15 Dump Trucks 147 Flat Beds 39 Forklifts G Arrawboards GO ATVs 4 Stump Grinders 48 Loaders G5 Ruhher Track Loader I Rout Pruners 2 Rolloff Trucks 39 Saw Mill 2 Log Skidder I Back Hoes I Brush Chippers 152 Cranes 5 Toyota Prius 10 Toyota Yaris B Ford CMAK 4 25E-54 19 Page 211 City of Rancho Cucamonga Request for Proposals {"RFP"Jg19120-007 for Citywide Tree Maintenance 5ervices "EXHIBIT A" CITY OF RANCHO CUCAMONGA CONFLICT OF INTEREST/NON-DISCLOSURE STATEMENT It is the policy of the City of Rancho Cucamonga to prevent personal or organizational conflict of interest, or the appearance of such conflict of interest, in the award and administration of City Contracts, including, but not limited to Contracts for Professional Services Agreements ("PSA") with potential Vendors. I do not have specific knowledge of confidential information regarding RFP responses received In response to the Request for Proposal ("RFP") #19/20-007 for Citywide Tree Maintenance Services. I agree not to disclose or otherwise divulge any information pertaining to the contents, status, or ranking of any RFP response to anyone. I understand the terms and "disclose or otherwise divulge" to include, but are not limited to, verbal conversations, written correspondence, reproduction of any part or any portion of any RFP response, or removal of same from designated areas. I, the undersigned, hereby certify that the following statements are true and correct and that I understand and agree to be bound by commitments contained herein. Patrick Mahoney No Relationship President (Print Name) (Relationship to the City) (Relationship to the Vendors) (Signature) (Date) Must be included in final RFP submittal. Submittals Due: July 24,2019 by 3:00 p.m. 25E-55 Page �� of 43 Page 212 City of Rancho Cucamonga Request for Proposals f"RFP"Jg19120-007 for Citywide Tree Maintenance services "EXHIBIT B" PROFESSIONAL SERVICES AGREEMENT EXCEPTIONS SUMMARY Mark the appropriate choice, below: K Vendors accepts the PSA without exception. Vendors proposes exceptions to the PSA. Summarize all exceptions on a separate document. Enclose a written summary of each change and title as "Exception Summary", which shall include the Vendors' rationale for proposing each such exception. Each exception must be labeled with the Section number in the PSA. Failure to properly reference exceptions in the submitted summXy may deem the response as non -responsive. Signature Printed Name President Title Date Must be included in final RFP submittal. Submittals Due: July 24,2019 by 3:00 p.m. 25 E-56 Page �y of 43 Page 213 City of Rancho Cucamonga Request for Proposals {"RFP"Jg19120-007 for Citywide Tree Maintenance Services "EXHIBIT C" ACKNOWLEDGMENT OF INSURANCE REQUIREMENTS AND CERTIFICATION OF ABILITY TO PROVIDE AND MAINTAIN COVERAGES SPECIFIED I, Patrick Mahoney the President (President, Secretary, Manager, Owner or Representative) of West Coast Arborists. Inc. certify that the (Name of Company, Corporation or Owner) Specifications and General Provisions regarding insurance requirements as stated within the Professional Services Agreement (PSA), for the Purchase Contract designated Request for Proposal ("RFP") for #19/20-007 for Citywide Tree Maintenance Services have been read and understood and that our Vendors is able to provide and maintain the coverage as specified in the PSA. Failure to provide said coverage, upon request to finalize the PSA prior to award shall be sufficient cause for immediate disqualification of award. Failure to maintain said_pgverage shall result in termination of the contract. Printed Name President Title 7/23/19 Date Must be included in final RFP submittal. Submittals Due: July 24,2019 by 3:00 p.m. 25 GC -57 Page 37 of 43 Page 214 Certificate of Insurance THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RICHTS UPON YOU THE CERTIFICATE HOLDER. THIS CERTIFICATE IS NOT AN INSURANCE POLICY AND DOES NOT AMEND, EXTEND, OR ALTER THE COVERAG£.4FFOROPD BY THE POLICIES LISTED BELOW, POLICY LIMITS ARE NO LESS THANT-HOSE LISTED, ALTHOUGH POLICIES MAY INCLUDE ADDITIONAL. SUBLIMITILIMITS NOT LISTED BELOW. This is to Certify that I WEST COAST ARBORISTS, INC ANA EAST VIA BUR2806 ADDRESS AND Liberty Mutual. ANAHEIM CA 92806 OF INSURED L INSURANCE is, at the issue data of this conificate, insured by the Company under the pelicy(ior) listed bebw. The insurance afforded by the listed policy(tes) is subject to all their Terms, exclusions and Conditions and is not allmd by any rcquironni eertn or condiaion of any carouser it oiler docurncnt with msnect to which this eaniftcam may be issucd. ExP DATE TYPE OF POLICY CCNTINUOUS ❑ EXTENDED POLICY NUMBER LIMIT OF LIABILITY © POLICY TERM WORKERS COMPENSATION Statutory Limits 7/112020 WA7-66D-039499-079 COVERAGE AFFORDEDUNDERWC LAW OFTHE FOLLOWINGSTATES: All States Except: NO, OH, WA., A. EMPLOYERS LIABILITY Bodily In'aryby d<.nI 1DOODDOF,.hA u�; Roddy Injury By Disuau 1 000 000 Bodily Injury By Disease 1000 000 : . COMMERCIAL GENERAL LIABILITY 7/112020 T32-661-039499-019 Gen rot AgSmgute $2,000,000 ® OCCURRENCE Peoducla! Completed Operations Ap3regate © CLAIMS MADE $2,000,000 Each Occurrence $2,000,000 Personal& Advertising Injury $2,000,000 Per PcraanlOtirnvarion RETRO DATE. Other her Dama a to grernises rented to AUTOMOBILE LIABILITY 7/1/2020 AS7-661-039499-039 Each Accident—Singleulnil $2 ODD.ODD B.I. A"P-D- Carribined OWNED Each Pcrean Each Accident or Occuti 0 NON.GWNED 0 HIRED Each Accidens or Occurrence OTHER ADDITIONAL COMMENTS If Phc ccni8cata cspirslion drlc is confinuous or csw dcd term, you will be notihcd if covtragc is laminated orreduced be}'ora 1hC ecrtificulc expiration dI NOTICE OF CANCELLATION: (NOT APPLICABLE UNLESS A NUMBER OF DAYS IS ENTERED BELOW,) BEFORE THE STATED EXPIRATION DATE THE COMPANY WILL NOT CANCEL OR REDUCE IHE INSURANCE AFFORDED UNDER THE ABOVE POLICIES UNTIL AT LEAST 30 DAYS NOTICE OF SUCH CANCELLATION HAS BEEN MAILED TO - Evidence Only 2200 E Via Burton Liberty Mutual Insurance Group �, Elaine Ulan tiAnaheim CA 92806 Los Angeles l 0603 AUTHORIZED REPRESENTATIVE .y i 818 W 7Ih Street, Suite 850 0564408 Los Angeles CA 90017 213443-0782 6118/2019 LDEFICE PHONE �DgATEISSUEDIInn This certificate is executed by LIBERTY MUTUAL INSURANCE G215E such Insurance as is afforded by those Companies NM TW. a 2% 1.933I)SA 1 UP 2919 1 7/19-1/20 - GL12/2, AL/2, WC/r I nonaa stricala 1 6n9/2919 6:51;15 AR lWTI I Page 1 of l rr 9 LDI COI 269896 0211 City of Rancho Cucamonga Request for Proposals {"RFP"i#19120-007 for Citywide Tree Maintenance services "EXHIBIT W ADDENDUM ACKNOWLEDGEMENT The Vendors hereby acknowledges the following Addenda Number(s) to this RFP have been received, if any. Vendors understands failure to acknowledge any addenda issued may cause the RFP response to be considered non -responsive. It is the Vendors' responsibility to log into the Bid System to identify and download the number of addenda that have been posted. Addendum No. 1 Addendum No.2 Printed Name President Title 7/23/ 19 Date Must be included in final RFP submittal. Submittals Due: July 24,2019 by 3:00 p.m. 25 G C-5e Page �& of 43 .7 Page 216 City of Rancho Cucamonga Request for Proposals {"RFP"Jg19120-007 for Citywide Tree Maintenance Services "EXHIBIT E DEBARMENT and SUSPENSION CERTIFICATION FORM I certify that neither West Coast Arborists, Inc. (Vendor) nor any of its proposed subcontractors are not currently listed on the governmentwide exclusions in the System for Award Management (SAM), in accordance with the guidelines under 2 CFR 200 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), and that neither Vendor nor any of its proposed subcontractors are tax delinquent with the State of California. I acknowledge that if Vendors or any of its subcontractors subsequently are placed under suspension or debarment by a local, state or federal government entity, or if Vendors or any of its subcontractors subsequently become delinquent in California taxes, our Proposal will be disqualified. Patrick Mahoney Printed Name President Title Date Must be included in final RFP submittal. Submittals Due: July 24,2019 by 3:00 p.m. 25 G—CCVO Page �y of 43 Page 217 City of Rancho Cucamonga Request for Proposals {"RFP"i#19120-007 for Citywide Tree Maintenance 5ervices "EXHIBIT F" PARTICIPATION CLAUSE It is hereby understood that other government entities, such as cities, counties, and special/school districts may utilize this RFP response at their option for equipment or services at the RFP response price for a period of 730 days. Said entities shall have the option to participate in any award made because of this solicitation. Any such piggy -back awards will be made independently by each agency, and the City of Rancho Cucamonga is not an agent, partner or representative of these agencies and is not obligated or liable for any action of debts that may arise out of such independently negotiated piggy -back procurement. Each public agency shall accept sole responsibility of its own order placement and payments of the Vendors. Successful Vendors will extend prices as proposed herein to other governmental agencies, please specify. YES NO Must be included in final RFP submittal. Submittals Due: July 24,2019 by 3:00 p.m. 25 G—CCV 1 r1 Page JR of 43 Page 218 City of Rancho Cucamonga Request for Proposals ("RFP")#19/20-007 for Citywide Tree Maintenance Services "EXHIBIT G" SIGNATURE OF AUTHORITY The undersigned firm declares that he has carefully examined the specifications and read the above terms and conditions, and hereby proposes and agrees, if this RFP response is accepted, to furnish all material in accordance with the specifications and instructions, in the time and manner therein prescribed for the unit cost amounts set forth in the following RFP response. THE VENDORS IN SUBMITTING THIS RFP RESPONSE MUST FILL IN THE FOLLOWING INFORMATION. FAILURE TO DO SO MAY DEEM YOUR RFP RESPONSE AS NON -RESPONSIVE. Company Name: Address: (Street, $u_ # City, State, hp) West Coast Arbol ists, Inc. 2200 E. Via Burton Telephone #: Anaheim, CA 92806 (714) 991-1900 Fax #: (714)956-3745 E-mail address: Web Address: Victor Gonzalez, Vice President www.wcoinc.com vgonzalez@wcalnc.com Authorized Representative: (print) Title: Petrick Mahoney President Signature: Date: 7/23/19 lustbe included in final RFP submittal. Submittals Due: July 24, 2019 by 3:00 pm Page 41 of 43 25E-62 N1 Page 219 City of Rancho Cucamonga Page 1 Citywide Tree Maintenance Services (RFP #19120-007), bidding on July 24, 2019 MO PM (Pacific) Printed 1CQ112019 Bid Results Bidder Details Vendor Name West Coast Arboril Inc. Address 21718 Walnut Ave. Grand Terrace, CA 92313 United Stales Respondee Victor Gonzalez Respondee Title Vice President Phone 714-991-19DO Ext. Email vgonzalez@wcainc.com Vendor Type Bid Detail Bid Responsive Yes Ranking 1 Line Items Discount Terms nod'ecoont Num Item Code UOM Clty Unit Price Line Total Discount Comment Grid Pruning 1 Flat rate price per tree. EA 7500 $74.0000 $555,000.0000 $555,000.0000 Subtotal $555,000.0000 $555,000.0000 Full Prune per Service Request. 2 D'-12" Demeter Standard Height FA S00 $74.0000 $37,000.00D0 $37,000.0000 3 13"-1 a" Diameter Standard Height EA 1000 $100,0000 $100,000.0000 $100,000.0000 4 19"-24" Diameter Standard Height FA 3500 $124.000C $434,000.0000 $434,000A000 5 25"-30" Diameter Standard Height FA 2500 $144.D000 $360,000.0000 $360,0000000 6 31"-36" Diameter Standard Height FA 100 $294.0000 $29,400.0000 $29,400.0000 7 364 Diameter Standard Height FA 50 $494.000C $24, 70O.6C00 $2L,700.0000 Subtotal $985,100.0000 $985.100.0000 Crown Raise per Service Request - Hardwood tree 0 0'-12" Diameter Standard Height FA 10 $40.011)00 $400.0000 S400,0000 25E-63 Page 220 City of Rancho Cucamonga Page 2 Citywide Tree Maintenance Services (RFP #19120-007), bidding on July 24, 2019 MO PM (Pacific) Printed 1CQ112019 Bid Results Num Item code uoM Qty Unit Price Line Total Discount Comment 9 13"-18" Diameter Standard Height FA 10 $45.000C $450.0000 $450,0000 10 19"-24" Diameter Standard Height FA 20 $75.0000 $1,500-0000 $1,500,0o00 11 25"-30" Diameter Standard Height FA. 20 $95.0000 $1,900.0000 $1,900,0000 12 31"-38" Diameter Standard Height PA 20 $144.0000 $2,880.0000 $2,880.0000 13 38"+ Diameter Standard Height FA 10 $224.0000 $2,240.0000 $2,240,0000 Subtotal $9,370.0000 $9,370.0000 Crown Cleaning per Service Request - Hardwood tree 14 X-12" Diameter Standard Height FA 10 $74.0000 $740.0000 $740,0000 15 13"-18" Diameter Standard Height EA 10 $100.0000 $1,000.0000 $1,000,0000 16 19"-24" Diameter Standard Height EA 20 $124.0000 $2,480.0000 $2,480.0000 17 25"-30" Diameter Standard Height PA 20 $194.0000 $3,880.0000 $3,880.0000 18 31".36" Diameter Standard Height EA 20 $224.3000 $4,480.0000 $4,480.0000 19 36"+ Diameter Standard Height FA 10 $274.0000 $2,740.0000 $2,740,0000 Subtotal $15,320.0000 $15,320.0000 Crown Reduction per Service Request - Hardwood tree 20 X-12" Diameter Standard Height FA 10 $204.0000 $2,040.0000 $2,040,0000 21 13"-18" Diameter Standard Height FA 10 $294.0000 $2,940.0000 $2,940,0000 22 19"-24" Diameter Standard Height EA 20 $344.0000 $6,880.0000 $6,880.0000 23 25"-30" Diameter Standard Height EA 20 $394.0000 $7,880.0000 $7,880,0000 PIr'i39/5��cc ww �'F Page 221 City of Rancho Cucamonga Page 3 Cltywide Tree Maintenance Services (RFP #19120-007), bidding on July 24, 2019 MO PM (Pacific) Printed 1CQ112019 Bid Results Num Item Code uOM City Unit Price Line Total Discount Comment 24 31"-36" Diameter Standard Height FA 20 $444.0000 $8,880.0000 $8,880.0000 25 36"+ Diameter Standard Height EA 11) $524-0000 $5,240.0000 $5,240,00W Subtotal $33,860.0000 $33,860.0000 Palm Pruning 26 Prune Date Palm (Phoenix spit.) FA. 10 $224.0000 $2,240.0000 $2,240.0000 27 Clean Trunk for Date Palm (Phuenix spit.) EA 5 $224. D000 $1,120.0000 $1,120.0000 28 Prune Fan Palm (Washingtonia spit.) E4 2000 $64.0000 $128,000.0000 $128,00D.0000 29 Clean Trunk for Fan Palm (Washingtonia spit.) FA 5 $94.0000 $470.0000 5470,0000 30 Prune all other Palm Species EA 500 $64.0000 $32,000.0000 $32A00,0000 Subtotal $163,830.0000 $163,830.0000 Tree and Stump Removal 31 0'-12" Diameter Standard Height FA 25 $224.0000 $5,600.0000 $5,600.0000 32 13"-18" Diameter Standard Height FA 100 $324.0000 $32,400.0000 $32,400.0000 33 19"-24" Diameter Standard Height EA 150 $500.0000 $75,000.0000 $75,000,0000 34 25"-30" Diameter Standard Height FA 150 $75o.0000 $112,500.0000 $112,500,0000 35 31"-36" Diameter Standard Height FA 100 $850.0000 $85,000.0000 $85,000,0000 36 36"+ Diameter Standard Height EA 30 $1,000.0000 $30,000.0000 $30,000,00D0 Subtotal $340,500.0000 $340,500.0000 Tree Removal Only. No Stump Removal. 37 0'-1211 Diameter Standard Height FA 10 $224.0000 $2,240.0000 $2,240,0000 25E�65 Page 222 City of Rancho Cucamonga Page 4 Cltywide Tree Maintenance Services (RFP #19120-007), bidding on July 24, 2019 3:00 PM (Pacific) Primed 1M212019 Bid Results Num Item code uoM Qty Unit Price Line Total Discount Ccmment 38 1Y-1 a' Diameter Standard Height EA 10 $324.0000 $3,240.0000 $3,240,0000 39 1V-24" Diameter Standard Height FA 10 $500.00ne $5p00-0000 $5,000,0000 40 2F'-30" Diameter Standard Height FA. 10 $750.0000 $7,600.0000 $7,600 0000 41 31"-36" Diameler Standard Height EA 10 $850.0000 $8,500.0000 $8,500,0000 42 38"+ Diameter Standard Height FA 10 $1,000.D000 $10,000.00DD $10,000,0000 Subtotal $36,480-0000 $36,480-0000 Stump Removal 43 Stump Removal per Stump Diameter Inch at Grade Cl 300 $14.0000 $4,200.0000 $�'200,0000 Subtotal $4,200,0000 $4,200-0000 Tree Planting and Staking 44 15 Gallon (douba staked per specs) - Labor, Equipment, Tree and Materials FA 20 $194.00D0 $3,880.00D0 $3,880,0000 45 24 inch Box (double staked per specs)- Labor, Equipment, Tree and Materials EA 10 $394.0000 $3,940.0000 $3,940,0000 46 36 inch Box (double staked per specs)- Labor, Equipment, Tree and Matenads EA 5 $954.0000 $4,770.0000 $4,770.0000 Subtotal $12,590.0000 $12,590.0000 General Labor Rates 47 Rate for 1 Ground -person HR 1 $89-0000 $89.0000 $89,0000 48 Rate for 1 Equipment Operator HR 1 $89.0000 $89.0000 $89.0000 49 Rate for 1 Trimmer HR 1 $89.0000 $89.0000 $89.0000 Subtotal $267.0000 $267.0000 Day Rate 50 Day Rate Service Crew DAY 1 $2,136.D000 $2,136.0000 $2,136.0000 126E-f�6 Page 223 City of Rancho Cucamonga Page E Citywide Tree Maintenance Services (RFP #1912"07), bidding on July 24, 2019 MO PM (Pacific) Printed 1CQ112019 Bid Results Num Item Code UOM City Unit Price Line Total Discount Comment 51 Specialty Equipment Day Rate DAY 1 $979.0000 $979.0000 $979.0000 Subtotal $3,115.0000 $3,115.0000 Emergency Services 52 During normal business hours HR 1 $300.0000 $300.0000 $300,0000 53 After hours, weekends Vor holidays HR 1 $450.0000 $450.0000 $450.0000 Subtotal $750.0000 $750.0000 General Arborist Services 54 Arhorist Reports HR 20 $174.0000 $3,480.0000 $3,480,0000 55 Level 1, 2, and 3 Risk Assessments HR 20 $174.0000 $3,480.0000 $3,480.0000 Subtotal $6,960.0000 $6,960.0000 Other Charges 56 Other Charges (please specify; LOT 1 $8g.0000 $89.0000 $89.0000 Traffic Control (Per Hour) 57 Other Charges (please specify; LOT 1 $89.0000 $89.0000 $89,0000 Plant Health Care (Per Hour) Subtotal $178.0000 $178.0000 Total $2,167,520.0000 $2,167,520.0000 25E-67 Page 224 EXHIBIT B N 1 2 3 4 5 6 8 9 10 11 12 13 14 15 16 1] 18 19 20 21 22 23 24 25 26 2] 28 29 30 31 32 33 34 35 36 3] 38 39 40 41 42 43 44 45 46 42 48 49 50 51 52 53 54 55 56 52 City of Rancho Cucamonga RFP for Citywide Tree Maintenance Services - Fall 2019 Line Items prices in WCA columnapply only Description UOM qty Grid Pruning Flat rate price per tree EA 7500 Full Prune per Service Request 0"-12" DSH EA 500 Full Prune per Service Request 13"-18" DSH EA 1000 Full Prune per Service Request 19"-24" DSH EA 3500 Full Prune per Service Request 25" 30" DSH EA 2500 Full Prune per Service Request 31" 36" DSH EA 100 Full Prune per Service Request 36". DSH EA SO Crown Raise per Service Request - Hardwood tree 0"-12'DSH EA ID Crown Raise per Service Request- Hardwood tree 13"-18"DSH EA 10 Crown Raise per Service Request - Hardwood tree 19"-24"DSH EA 20 Crown Raise per Service Request- Hardwood tree 25"-30" DSH EA 20 Crown Raise per Service Request- Hardwood tree 31"-36" DSH EA 20 Crown Raise per Service Request- Hardwood tree 36+ DSH EA 10 Crown Cleaning per Service Request -Hardwood tree 0"-12" DSH EA 10 Crown Cleaning per Service Request -Hardwood tree 13"-18" DSH EA 10 Crown Cleaning per Service Request -Hardwood tree 19"-24" DSH EA 20 Crown Cleaning per ServiceRequest -Hardwood tree 25"-30" DSH EA 20 Crown Cleaning per Service Request -Hardwood tree 31"-36" DSH EA 20 Crown Cleaning per Service Request -Hardwood tree 36"+DSH EA 10 Crown Reduction per ServiceRequest- Hardwood tree 0"-12'DSH EA ID Crown Reduction per Service Request -Hardwood tree 13"-18" DSH EA ID Crown Reduction per Service Request -Hardwood tree 19"-24" DSH EA 20 Crown Reduction per Service Request -Hardwood tree 25' -30" DSH EA 2D Crown Reduction per Service Request -Hardwood tree 31" 36" DSH EA 20 Crown Reduction per Service Request- Hardwood tree 36"+DSH EA 10 Palm Pruning Prune Date Palm (Phoenix spp.) EA 10 Palm Pruning Clean Trunk for Date Palm (Phoenix spp.) EA 5 Palm Pruning Prune Fan Palm(Washingtonia spp.) EA 2000 Palm Pruning Clean Trunkfor Fan Palm(Washingtonia spp.) EA 5 Palm Pruning Prune all other Palm Species EA 500 Tree & Stump Removal 0"-12' DSH EA 25 Tree & Stump Removal 13"-19" DSH EA 100 Tree & Stump Removal 19"-24" DSH EA 150 Tree & Stump Removal 25'-3D" DSH EA 150 Tree & Stump Removal 31" 36" DSH EA 100 Tree& Stump Removal 36"+DSH EA 30 Tree Removal Only. No Stump Removal 0"-12' DSH EA 10 Tree Removal Only. NO Stump Removal 13"-18" DSH EA 10 Tree Removal Only. NO Stump Removal 19"-24" DSH EA 10 Tree Removal Only. No Stump Removal 25'-30" DSH EA 10 Tree Removal Only. No Stump Removal 31"-36" DSH EA 10 Tree Removal Only. No Stump Removal 36"+DSH EA 10 Stump Removal per Stump Diameter Inch at Grade DI 300 Tree Planting and Staking 15 Gallon (double staked per specs) - Labor, Equip., Tree & Materials EA 20 Tree Planting and Staking 24 inch Box (double staked per specs) - Labor, Equip.,Tree &Materials EA 10 Tree Planting and Staking 36 inch Box (double staked per specs) - Labor, Equip.,Tree &Materials EA 5 General Labor Rates Rate for 1 GroundpersonHR 1 General Labor Rates Rate for 1 Equipment Operator HR 1 General Labor Rates Rate for 1 Trimmer HR 1 Day Rate Service Crew DAY 1 Day Rate Specialty Equipment Day Rate DAY 1 Emergency Services During normal business hours HR 1 Emergency Services After hours, weekends &/or holidays HR 1 General Arborist Services Arborist Reports HR 20 General Arborist Services Level 1, 2, and 3 Risk Assessments HR 20 Other Changes (please specify) LOT 1 Other Changes (please specify) LOT 1 WCA UPS Mariposa Unit Price Extended Total Unit Price Extended Total Unit Price Extended Total $74.00 $555,000.00 $102.00 $765,DO0.00 $133.00 $997,500.00 $24.00 $32,000.00 $102.00 $51,000.00 $24.00 $37,000.00 $100.00 $100,000.00 $102.00 $102,000.00 $111.OD $111,000.00 $124.00 $434,000.00 $102.00 $357,000.00 $188.00 $658,DOO.00 $144D0 $360,000.00 $102.00 $255,000.00 $244.DO $610,000.00 $294.00 $29,400.00 $102.00 $10,200.00 $299.DO $29,9DO.00 $494.D0 $24,700.00 $102.00 $5,1W.OD $344.00 $17,200.00 $40.00 $400.00 $65.00 $650.00 $Sohn $500.OD $45.00 $450.00 $25.00 $250.00 $2D.D0 $700.00 $25.00 $1,50D.OD $85.OD $1,700.00 $90.00 $1,WD.OD $95.00 $1,900.0D $85.00 $1,200.00 $110.00 $2,2Do.Do $144.00 $2,88D.OD $85.00 $1,200.00 $13D.OD $2,6DO.D0 $244.00 $2,440DD $85.00 $850.00 $150.OD $1,500.00 $24.00 $740.00 $20.00 $200DD $60.00 $600.00 $100DO $1,000.00 $80.00 $800.00 $95.00 $950.00 $124.00 $2,480.00 $9D.00 $1,800.00 $135.00 $2,2DO.D0 $194.00 $3,880.00 $100.00 $2,000.00 $175.00 $3,500.00 $224.00 $4,480.00 $110.00 $2,200.00 $215.00 $4,300.00 $274.00 $2,74D.00 $120.00 $1,200.00 $250.OD $2,500.00 $204.00 $2,04D.00 $100.00 $1,000.00 $24.00 $740.OD $294.00 $2,94D.00 $150.00 $1,500.00 $111.00 $1,110.00 $344.00 $6,880.OD $185.DO $3,700.00 $188.OD $3,76D.OD $394.00 $7,880.DD $225.00 $4,500.00 $244.D0 $4,880.D0 $444.00 $8,880.00 $235.00 $4,700.00 $299.OD $5,980.00 $524.00 $5,240.OD $245.00 $2,450.00 $344.OD $3,440.00 $224.00 $2,24D.00 $135.00 $1,350.00 $15D.OD $1,500.00 $224.00 $1,12D.00 $150.00 $750.00 $10D.0o $500.00 $64.00 $128,000.00 $65.00 $130,000.00 $68.00 $136,D00.00 $94.00 $47D.00 $240.00 $1,200.00 $80.00 $400.00 $64.00 $32,000.00 $65.00 $32,500.00 $65.00 $32,500.00 $224.00 $5,600.00 $150.00 $3,750.00 $175.OD $4,375.00 $324.00 $32,40D.00 $398.00 $38,800.00 $375.00 $37,500.00 $50DDD $75,00D.00 $580.00 $87,000.00 $575.00 $86,25D.00 $750.00 $112,500.00 $220.DO $115,500.00 $885.00 $132,25D.0D $850.00 $85,000.00 $970.00 $97,000.00 $1,175.00 $117,50D.OD $1,000.Do $30,000.00 $1,080.00 $32,400.00 $1,375.00 $41,250.00 $224.00 $2,240DD $110.00 $1,100DO $125.OD $1,250.00 $324.00 $3,24D.00 $250.00 $2,500.00 $30D.OD $3,000.00 $500.00 $5,OOD.00 $400.00 $4,000.00 $445.OD $4,450.00 $750.00 $7,500.00 $SOD.00 $5,000.00 $625.00 $6,250.DO $850.00 $8,500.00 $600.00 $6,000.00 $840.00 $8,400.00 $1,DD0.00 $10,00D.0D $700.00 $2,000.00 $1,075.00 $10,250D0 $14.00 $4,200.00 $12.OD $3,600.00 $13.75 $4,125.00 $194.00 $3,880.00 $190.00 $3,800.00 $175.00 $3,500.00 $394.00 $3,940.00 $385.00 $3,850.00 $350.OD $3,sD0.D0 $954D0 $4,72D.00 $975.00 $4,875DO $925.OD $4,625.00 $89.00 $89.00 $25.00 $25.00 $22.00 $]].OD $89.00 $89.00 $80.00 $80.00 $85.00 $85.OD $89.DO $89.DD $85.00 $85.00 $81.00 $81.DO $2,136.00 $2,136.00 $1,920.00 $1,920.00 $1,970.00 $1,970.00 $979.00 $979.00 $700.00 $700.00 $675.00 $675.00 $300.00 $300.00 $250.00 $250.00 $285.DO $295.00 $450DD $450.00 $300.00 $300D0 $375.00 $375.00 $174.00 $3,480.00 $135.00 $2,700.00 $125.00 $2,500.00 $174.00 $3,480.OD $125.DO $3,500.00 $125.00 $2,500.D0 $89.DO $89.DD $85.DD $85.00 no bid no bid $89.DO $89.DD I $85.DD $85.00 1 no bid no bid $2,167,720.00 $2,170,955.00 $3,153,283.00 25E-68 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 17, 2020 TITLE: APPROVE AN AMENDMENT TO THE AGREEMENT WITH SWAYZER CORPORATION FOR LANDSCAPE SERVICES AT THE SANTA ANA REGIONAL TRANSPORTATION CENTER IN THE AMOUNT OF $103,000, FOR A TOTAL AGREEMENT AMOUNT NOT TO EXCEED $228,000 FOR THE REMAINING TERM OF THE AGREEMENT (NON -GENERAL FUND) /s/ Kristine CITY MANAGER CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on god Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO 1�1��►U1�1:1q:7 RECOMMENDED ACTION Authorize the City Manager to execute an amendment to the agreement with Swayzer Corporation to include landscape renovation services at the Santa Ana Regional Transportation Center in the amount of $103,000, which includes $88,950 for services, plus a contingency of $14,050, with a total agreement amount not to exceed $228,000 for the remaining term of the agreement, which began August 20, 2019 and expires August 19, 2022, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The Santa Ana Regional Transportation Center (SARTC) was built in 1983 and is a regional transportation hub that brings together Amtrak, Metrolink, Orange County Transportation Authority, and interstate bus services. In addition, when completed, the OC Streetcar will have a dedicated platform stop at SARTC. The facility is open to the public seven days a week from 5:00 a.m. to midnight and contains approximately 35,000 square feet of rental space, including ten bus bays, two surface parking lots, and a parking structure. In an effort to make SARTC a more marketable location to potential future tenants, and in preparation for the OC Streetcar, staff has identified several areas of improvement, which includes the landscaping. The existing landscape is original to the facility and updating is needed. To promote water conservation, the new landscape design will incorporate drought tolerant plant material. On August 20, 2019, the City Council awarded an agreement with Swayzer Corporation for landscape maintenance services at water facilities and SARTC for a three-year period beginning 25F-1 Contract Amendments with Swayzer Corporation for Landscape Services at SARTC November 17, 2020 Page 2 August 20, 2019, and expiring August 19, 2022, with one two-year renewal option in an annual amount not to exceed $125,000. Staff is recommending an increase to the agreement capacity of $103,000. The additional funding amount will allow for a complete renovation of all landscaped areas at SARTC. Swayzer Corporation is familiar with SARTC and has been providing landscape maintenance services since 2019. FISCAL IMPACT Funding for the requested increase of $103,000 to the existing agreement with Swayzer Corporation is budgeted and available for expenditure in the following account: Fiscal Year Accounting Unit- Account # Fund Description Accounting Unit, Account Description Amount Regional PWA- SARTC 2020-2021 06717650-62320 Transportation Operations, Maintenance & Repair $103,000 Center Buildings & Ground Total: $103,000 Fiscal Impact Verified By: Kathryn Downs, CPA, Executive Director— Finance and Management Services Agency Submitted By: Nabil Saba, P.E., Executive Director— Public Works Agency Exhibit: 1. First Amendment to Agreement with Swayzer Corporation 25F-2 EXHIBIT 1 FIRST AMENDMENT TO AGREEMENT TO PROVIDE LANDSCAPE MAINTENANCE SERVICES THIS FIRST AMENDMENT to the above -referenced agreement is entered into on November 17, 2020, by and between Swayzer Corporation ("Contractor"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The parties entered into Agreement No. A-2019-141, dated August 20, 2019, by which Contractor agreed to provide landscape maintenance services for the City's water facilities and the Santa Ana Regional Transportation Center ("Agreement"). B. The Agreement remains in effect through August 19, 2022, with provision for extension, and the parties now wish to expand the scope of work and increase the annual amount to be expended under the Agreement in consideration of the expanded scope. The Parties therefore agree: 1. Section 1, Scope of Services, is amended to include landscape renovation services at the Santa Ana Regional Transportation Center, as further described on Exhibit A. 2. Section 2.a., Compensation, is amended to increase the total sum to be expended under the term of the Agreement, for the annual period ending August 19, 2021, by $103,000. This sum is comprised of (1) $88,950 as the base amount and (2) a contingency in the amount of $14,050 for additional services at the City's sole discretion. 3. 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 CITY OF SANTA ANA Daisy Gomez Kristine Ridge Clerk of the Council City Manager [signatures continue on next page] Page 1 of 2 25F-3 APPROVED AS TO FORM Sonia R. Carvalho City Attorney By:. J n M. Funk Senior Assistant City Attorney RECOMMENDED FOR APPROVAL Nabil Saba Executive Director Public Works Agency CONTRACTOR By: Samuel Swayzer Title: President Swayzer Corporation Page 2 of 2 25F-4 rSwayzer Corporation V,, 1665 E. Del Arno Blvd. Carson, CA 90746 SWAYZER Phone Number: 323-979-7223 Landscapes Email: info@swayland.com Quotation for Landscape Services August 21, 2020 Exhibit A - First Amendment to Agreement A-2019-141 Quote No.082120 Location of Service Santa Ana Regional Transportation Center (SARTC) 1000 E. Santa Ana Santa Ana, CA 92701 Description of Service This quotation is for Landscape Renovation Irrigation System • Install (3) irrigation controllers • Install low flow nozzles in planters Landscaping • Remove all existing landscape material • Remove turf at flagpole area (turf on eastside of structure to stay in place) • Install drought tolerant plant material in all planters • Replant all of parking lot islands Tree Maintenance • Trim all trees on property • Remove all sycamore trees on south side of parking structure including in turf area • Install (1) queen palm • Install (10) 24-inch box trees Cont. page 2 Swayzer Corporation 2W-16 If Swayzer Corporation 194P 1665 E. Del Amo Blvd. Carson, CA 90746 5WAYZER Phone Number: 323-979-7223 LandscapEs Email: info@swayland.com Notes: No shrubs, low growing plants only Cost Demolition $11,900.00 Irrigation $10,970.00 Landscaping $19,950.00 Tree Maintenance $24,850.00 Labor & Equipment $21,280.00 Total Cost S88,950.00 This quotation includes all cost for labor and all equipment necessary to complete job. For questions or concerns contact Ezelciel Swayzer (310) 465-6367. Swayzer Corporation REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 17, 2020 TITLE: APPROVE AGREEMENTS WITH ON -CALL CONSULTANTS TO PROVIDE SPACE PLANNING AND ARCHITECTURAL SERVICES ON AN AS -NEEDED BASIS IN A SHARED ANNUAL AMOUNT NOT TO EXCEED $300,000 FOR UP TO A FIVE YEAR TERM (GENERAL FUND AND NON -GENERAL FUND) CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1 sl Reading ❑ Ordinance on 2od Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO /s/ Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION Authorize the City Manager to execute agreements with the IDS Group, Westgroup Designs, Inc., Gensler, Corgan, Inc., SVAArchitects Inc., Black, O'Dowd and Associates Inc., Gruen Associtates, Gillis & Panichapan Architects Inc., CAP Architecture, Inc., and Ware Malcomb to provide on -call space planning and architectural services for the three-year period beginning November 17, 2020, and ending on November 16, 2023, with a provision for two one-year extensions, in a total shared amount not to exceed $300,000 annually, subject to non -substantive changes as approved by the City Manager and City Attorney. DISCUSSION The Public Works Agency's Building Maintenance Division oversees all City facility improvements including the reconfiguration of office spaces, modifications to existing floor plans, and the addition of workstations. As such, on -call space planning and architectural services are needed to complete this type of work. Additionally, construction management, mechanical and electrical engineering, move -management, and Americans with Disabilities Act survey services are sometimes needed, and are also included in the scope of work for these on -call consultant agreements (Exhibits 1 through 10). On March 30, 2020, the Public Works Agency issued Request for Proposal (RFP) 20-040 for consultants to provide on -call space planning and architectural services. The RFP was advertised on the City's online bid management and publication system, with bids due on April 20, 2020. Fifty- eight vendors downloaded the project documents. Twenty-five proposals were received and evaluated by a selection committee based on criteria as outlined in the RFP. The firms that ranked the highest are as follows: 25G-1 Approve Agreements for On -Call Space Planning and Architectural Services November 17, 2020 Page 2 FIRM AVERAGE SCORE IDS Group 92 Westgroup Designs, Inc. 92 Gensler 91 Cor an, Inc. 90.5 SVA Architects, Inc. 90 Black, O' Dowd and Associates, Inc. 88.5 Gruen Associates 88.5 Gillis + Panicha an Architects, Inc. (GPa) 88 CAP Architecture, Inc. 87.5 Ware Malcomb 87.5 In accordance with the RFP, staff recommends approving agreements with these top ten firms to establish a list of on -call space planning and architectural services. Each proposal demonstrated a high technical competency and experience performing similar services. The proposals contained a clear path toward achieving City goals and objectives as required by the RFP. FISCAL IMPACT There is no fiscal impact at this time. Prior to utilizing any of these on -call services, Public Works staff must receive Finance and Management Services Agency approval of funding and accounts to ensure that funds are available under the authorization and aggregate limit amount of $300,000 annually for these agreements. Upon successful completion of this fiscal review, a corresponding Notice to Proceed containing specific scope and maximum expenditure for the task order will be issued to a firm. Submitted By: Nabil Saba, P.E., Executive Director— Public Works Agency Exhibits: 1. Agreement with IDS Group 2. Agreement with Westgroup Designs, Inc. 3. Agreement with Gensler 4. Agreement with Corgan, Inc. 5. Agreement with SVA Architects, Inc. 6. Agreement with Black, O' Dowd and Associates, Inc. 7. Agreement with Gruen Associates 8. Agreement with Gillis + Panichapan Architects, Inc. (GPa) 9. Agreement with CAP Architecture, Inc. 10. Agreement with Ware Malcomb 25G-2 EXHIBIT 1 AGREEMENT TO PROVIDE ON -CALL SPACE PLANNING AND ARCHITECTURAL CONSULTING SERVICES THIS AGREEMENT is made and entered into this 17th day of November, 2020 by and between IDS Group ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On March 30, 2020, the City issued Request for Proposal No. 20-040, by which it sought qualified consultants to provide on -call space planning and architectural consulting services for the City's Public Works Agency. B. Consultant submitted a responsive proposal that was among those selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 20-040. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES On an on -call basis, and at the City's sole discretion, Consultant shall perform the services described in the scope of work that was included in RFP No. 20-040, which is attached as Exhibit A, and as more specifically delineated in Consultant's proposal, which is attached as Exhibit B and incorporated in full. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit B. Consultant is one of ten (10) consultants selected to provide services on an on -call basis under RFP No. 20-040. The total annual compensation for these services provided by all such consultants selected under RFP No. 20-040 shall not exceed the shared aggregate amount of $300,000 during the term of the Agreement, including any extension periods. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of 215WO.13 performance set forth in the Recitals and Scope of Work, which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on November 16, 2023, unless terminated earlier in accordance with Section 17, below. The term of this Agreement may be extended for two 1-year periods upon a writing executed by the City Manager and City Attorney. 4. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONSULTANT Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 7. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subconsultants, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the California Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect, by Consultant, without thirty (30) days prior written notice to the City. (iv) Consultant shall supply City with a fully executed additional insured endorsement. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, Consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant or its subconsultants, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 10. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 11. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either parry by any subsidiary and/or agent of the other parry is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: (714) 647-6956 Executive Director Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, CA 92702 To Consultant: IDS Group 1 Peters Canyon Road, Suite 130 Irvine, CA 92606 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these timeframes, weekends, federal, state, County or City holidays shall be excluded. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. hi the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the' City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Consultants retained by City. ��E7ol�f1 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 18. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 19. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 20. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 21. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: DAISY GOMEZ Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By: f "-f.w & HN M. FUNK Sr. Assistant City Attorney RECOMMENDED FOR APPROVAL NABIL SABA, PE Executive Director Public Works Agency CITY OF SANTA ANA KRISTINE RIDGE City Manager CONSULTANT Name: Said Hilmy Title: President EXHIBIT A Appendix ATTACHMENT 1 SCOPE OF WORK CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR SPACE PLANNING AND ARCHITECTURAL SERVICES RFP NO.: 20-040 Introduction and Background: The City of Santa Ana intends to retain Space Planning and Architectural Services on an as -needed or "on -call" basis. A Professional Services Agreement will be entered into with several of the qualified firms/consultant(s) to provide space planning and architectural services for a variety of projects on an on -call basis. Areas of responsibility shall include architectural, space planning, structural, construction management, mechanical and electrical engineering, ADA survey, and move management services. On an on -call, as -needed basis, the selected firm(s) may be asked to provide professional services on specific, project -by -project basis, based on an agreed -upon scope of services and fees. All proposals, plans, drawings, specifications, estimates, grant applications, and/or studies will be subject to the final approval and satisfaction of the City of Santa Ana. The architects and engineers in the firm must be licensed and legally qualified in the State of California to practice the work for which consideration is requested. Selected firm(s) shall have the necessary qualifications and experience to provide space -planning, architectural, and engineering consulting services to the City. Services may involve all or some of the phases of project development and shall include, but not necessarily be limited to, the following activities: Site Analvsis Perform site analysis during initial design work. This may include site visits, photographs, analysis of existing space(s), meetings with various City departments to discuss specific space requirements. Conceptual Lavouts/Space Planning Prepare alternative preliminary space layouts, including engineering details and engineering calculations, and estimates of probable costs for each alternative. Present information to the City along with a written response of the advantages and disadvantages of each alternative plan taking into consideration operational, programmatic, adjacency needs and appropriate design standards. Permits/City Approvals (City as regulatory agency) Assist City departments in obtaining entitlements, permits and other City approvals, as required. Architectural, Interior Design, and Engineering Services Provide architectural, structural, mechanical and electrical engineering services and cost City of 2AOP 1�17 1 20-040 estimating services during the schematic design, design development and construction document phases. Work products shall include engineering details, engineering calculations, architectural plans, and elevations, material specifications, cost estimate, and final plans and specifications. Prior to acceptance of design, Consultant is to prepare a summary report detailing the effort of utility coordination, IT coordination, and due diligence for the City's review and acceptance. Third -party cost estimate and constructability review may be included in the design effort at the City's request. 1. Schematic Design: Develop schematic design site plan drawings illustrating the scale and relationship of project components. 2. Design Development: Prepare design development package consisting of: a) Drawings and other documents that outline repairs or solutions and describe the size and character of the project with respect to architectural, interior, structural, mechanical and electrical systems b) Materials and samples c) Other required elements based on the approved schematic design documents. Designs must comply with the current Building codes and any other City requirements. Additional site visits and coordination with City departments will be required to ensure that design development meets the department's needs. 3. Construction Documents: Prepare construction documents consisting of plans and specifications, calculations, and cost estimates setting forth in detail the requirements for the construction of the project based on the approved schematic design and design development documents. The construction documents will include, but not limited to: plans, details, and specifications for structural, electrical, mechanical, plumbing, ADA requirements, parking, and landscaping; all fully coordinated with the architectural design. Plans should include recommendations for green building standards and sustainable development to reduce costs, improve the health of building occupants, and reduce the negative impacts to the environment. A refined cost estimate based on the final construction documents shall also be prepared. There shall be no additional costs due to revisions of the drawings to bring the design up to code compliance. Assist the City departments in obtaining reviews and approvals from applicable public agencies for design reviews, plan checks, and permits. Assist the City in obtaining all required permits, reports, and other information to bid the project. The City will pay all permit fees. The Consultant shall be required to provide continued communication and feedback with various City personnel throughout the process to provide a cost-effective and quality design that meets the needs of the client department(s). Post Design Services At the City's sole discretion, assist the City Department(s) with the following services. 1. Bidding a) Preparing bid documents and packages b) Answering bidder's questions City of 29rQ Md 4P9 20-040 c) Scheduling and attending pre -bid conferences and job/site walks d) Preparing bid addenda e) Preparing bid analyses and reviewing and responding to bidders' submittals, such as shop drawings, product data, samples and proposed equivalent products and materials. 2. Construction and Construction Management a) Prepare "as -built' drawings, in current CAD format, as required b) Visit construction site as needed to monitor quality of the work and resolve construction issues. c) Assist engineer, consultant and inspector with interpretation of the following: *Plans and specifications • Analysis of change conditions • Development of corrective actions • Review of shop drawings and other submittals • Review, negotiation and preparation of change orders d) Manage the construction phase and coordinate construction meetings to ensure the project is completed on time and within budget. • Provide weekly estimates of percent of work completed • Approve vendor invoices for submittal to the City. Move Management Services At the City's sole discretion, assist the City Department(s) with the following services. • Survey all existing items to relocate. • Meet with client and the client's furniture vendor to verify the placement of all items for move. • Third party/peer review of architectural plan(s). • Prepare move plans to show numbering system for ease of labeling boxes and items to move. • Prepare "move in" sketches for mover use, showing office and common area layouts. • Coordinate with the City's Telecommunication Services and instruct staff in preparing for the move. • Coordinate and closely supervise move labor. • Be responsible for all post -move follow-up. Special Services • Complete the State of California ADA surveys. • Provide value engineering services upon request. • Complete LEED Certification documentation upon request. Plans and Documents All plans and other documents prepared by the Consultant on behalf of the City shall become sole property of the City. All documents and files must comply with current requirements set forth by the various entities for record retention. Fee Proposal: In addition to Section III.B.3 (Submittal Requirements: Fee Proposal) fee schedule shall be structured as follows: City of 29rQ Md 4PI< 20-040 The fee proposal shall include the firm's standard hourly fee schedule, and/or project fee schedule where applicable and as outlined in this document. A list of all positions and hourly rates required to perform the services described herein. A more detailed scope of work will be provided when/if a specific project proposal is requested of a consultant. Other Terms and Conditions: 1. The project will be implemented in compliance with the City of Santa Ana's policies, as well as Prevailing Wages and State/Federal Requirements. 2. The City regards the inclusion of California based designs, engineering, and construction professionals, facilities, and services as part of the Team to be highly desirable, but not mandatory. 3. The City reserves the right to amend this Request for Proposal by addendum prior to the final dates of submission. 4. All reports, proposals, or other data or materials which are submitted shall become the sole property of the City of Santa Ana with the exception of the confidential Financial Capacity information and sealed fee proposals which will be returned to all proposers after award of contract to the selected Proposer. 5. All products used or developed in the execution of any contract resulting from this request will remain in the public domain at the completion of this project. 6. The City has an affirmative action program. The purpose of the affirmative action program is to encourage certified minority business enterprises and women business enterprises. All submitting firms must have established affirmative action programs approvable by the City. During the RFP stage, all firms will need to complete a "Certification of Non -Discrimination by Contractors" for each firm on their team. City of 29rQ MU 4U 20-040 Proposa Space Planning and Architectural M. Consulting Services April 20, 2020 u PROPOSAL Space Planning and Architectural Consulting Services RFP No. 20-040 Contents Section 1: Statement of Qualifications a. Cover Letter................................................................................................................ 3 b. Contract Agreement Statement................................................................................... 4 c. Firm and Team Experience......................................................................................... 4 IDS' In-house Capabilities...........:::.....................:::.....................:::............................................4 Technical and Design Experience of Key Personnel.................................................................5 Subconsultants........................................................................................................................... 6 ProjectTeam..............................................................................................................................6 Key Personnel Resumes............................................................................................................6 OrganizationalChart ..................................................................................................................7 StaffAvailability ..........................................................................................................................7 d. Understanding of Need............................................................................................... 8 ProjectUnderstanding................................................................................................................8 AnticipatedApproach.................................................................................................................8 e. Relevant Experience................................................................................................. 10 f. References................................................................................................................17 Section 2: Scope of Services and Schedule.....................................................................18 " IDS GROUP Page i 25G-16 Section 1: Statement of Qualifications Cover Letter Contract Agreement Statement Firm and Team Experience Understanding of Need Relevant Project Experience References 25G-17 AA IDS GROUP April 20, 2020 City of Santa Ana Gabriela P. Lomeli, Project Manager Public Works Agency; M-22 20 Civic Center Plaza; Ross Annex Santa Ana, CA 92701 SUBJECT: Section 1: Statement of Qualifications a. Cover Letter Proposal for Space Planning and Architectural Consulting Services RFP No. 20-040 Dear Ms. Lomeli and Members of the Selection Committee: IDS Group, Inc. (IDS) understands that the City of Santa Ana (City) is requires the services of a Professional Architectural Firm to orovide Space Plannina and Architectural Services on an as -needed basis. As an award -winning multi -disciplinary firm- specializing in the fields of architectural and engineering design services, IDS Group (IDS) engages both site -specific design and planning on multiple levels. "IDS" stands for Integrated Design Services, as our service delivery model. We draw from over 50 years of experience to design unique time-honored spaces through preservation, renovation, additions, and adaptive use. The following are highlights of our team strengths: • Multidiscipline Firm: IDS is able to provide all AE services in-house; thus allowing the city to realize efficiencies that come with managing multiple disciplines under one roof. • Similar Experience: We have recently completed very similar scope -of -services for numerous public and municipal agencies including the County of Los Angeles, County of Orange, City of Anaheim, City of West Covina, City of La Cahada Flintridge, City of La Palma, City of Glendora, City of Murrieta, City of Menifee, City of Long Beach, and the Los Angeles Community College District, among others. • Move Management and Phasing Plans: We have extensive experience with projects where an existing building must remain in service during remodeling, renovation, and making building systems improvement work. We know how to organize move managements and phasing plans to limit the cost impacts arising from construction in occupied buildings. On behalf of the IDS team, we look forward to working with the City, applying our technical experience, management principles, and problem -solving skills to provide you with quality and responsive services required with this contract. IDS hereby acknowledge that we are in receipt of Addendum No. 1, dated April 14, 2020 and Addendum No. 2, dated April 15, 2020. IDS' Principal Agent, Mr. Said Hilmy, PhD, PE, SE, LEED AP, is authorized to bind the company and negotiate the contract on behalf of the organization and IDS' Project Manager, John Silber, AIA, will be the city's main point -of -contact. Please do not hesitate to call John at 949.387-8500 ext. 154 or by email at john.silber@idsgi.com should you have any questions pertaining to our proposal. Sincerely, Grou , Ip nc. JV�4 hn S ilber,, AIA Principal Architect IDS Cup, Inc. Said Hilmy, P , PE, SE, LEED AP Principal Agent 1 Peters Canyon Road, Suite 130, Irvine California 929d T, 9A9.387.8500 ♦ F: 949.387.0800 ♦ www.idsgi.com PROPOSAL b. Contract Agreement Statement IDS Group hereby acknowledges that we have reviewed and take no exception to the terms and conditions, including insurance coverage, as set forth in RFP No. 20- 040 ISpace Planning and Architectural Consulting Services Attachment 2. c. Firm and Team Experience We offer our clients fully integrated design by providing services that encompass the entire project including architecture and engineering design services, master/strategic planning, interior design, cost estimating, and construction administration. By offering a comprehensive suite of services, you can be assured that your style will be reflected in every detail of your space. IDS' In-house Capabilities Space Planning and Architectural Consulting Services RFP No. 20-040 "Your firm's contribution on one of the City's most important projects was most appreciated and highly valued. The City Council and City Staff are genuinely grateful for the excellent work performed by IDS and the professionalism exhibited throughout. Without hesitation, The City would highly recommend IDS to any agency or entity seeking similar services." Max Maximous, P.E. Former Public Works Director/City Engineer City of Rancho Santa Margarita Architecture: IDS provides architecture design, planning, project management and renovation services to public and private clients throughout California. As a full -service architectural firm, IDS is experienced in all phases of architecture from pre -design though project closeout. In addition, our architectural services involve ADA compliance studies and design, building assessments, alterations, and modifications, accessibility studies, fire and life safety assessment and design, code review, space planning, remodeling, repair of damaged and deteriorated structures, and expansions and additions to existing facilities, and new design. Project experience of IDS staff encompasses a variety of building type. Structural Engineering: Our structural engineering division is a recognized leader in the design, assessment, review, and retrofit of buildings and parking structures. The depth of our work includes the design of new buildings utilizing steel, concrete, masonry, and wood, the assessment and retrofit of numerous buildings of all sizes, the evaluation and repair of distressed structures, peer and plan review, constructability review, and forensic engineering. Our structural engineering services consist of the following: Structural and seismic assessment, Seismic risk mitigation and retrofit, Structural design services, Structural engineering evaluation and structural modifications. Mechanical and Plumbing Engineering: Our award -winning mechanical engineering division is comprised of professional engineers and designers who are experts in the fields of heating, ventilating, air conditioning, plumbing, piping, and fire protection. We have provided design services for HVAC, plumbing, and fire protection systems for countless public projects and "I just wanted to let you know I am hugely facilities. These projects encompass new construction, impressed with the finished product of the retrofit, modernization, and expansions of facilities. Purple Yoga Studio. It looks AWESOME! Electrical Engineering: The electrical engineering division of IDS has provided quality professional electrical engineering services to public and private clients. Our electrical engineers have extensive experience in a wide variety of projects and in the preparation of engineering A phenomenal finished product that truly enhances Fullerton's downtown. Thanks for making such a great sense of place and beautification of the City." Greg Sebourn, PLS City of Fullerton AA IDS GROUP Page 4 25G-19 PROPOSAL Space Planning and Architectural Consulting Services RFP No. 20-040 studies, analyses, plan reviews, preparation of drawings and specifications for new construction projects; construction cost estimates; field investigations; concept studies; reports, and post -construction support for electrical engineering projects. Cost Estimating: Our in-house cost estimator is experienced in supporting both new construction and complex renovation projects, and possess extensive knowledge of a variety of tenant improvement types. Utilizing the latest in cost control methods, IDS ensures clients' projects are well planned and expertly executed. In the delivery of its cost services, IDS provides reliable, accurate estimates while meeting its client's most critical deadlines. Phasing/ Move Management: Maintaining functional operations during an interior renovation project requires detailed planning. IDS Group provides phasing and move management services to access improvement impact to existing facility operations, on singular and multi -building alterations. Each building is unique in function, layout, and construction requiring specific building solutions. In preparation for administering each building's improvements, IDS Group prepares preliminary phasing plans to minimize operational disruption during the construction work. I STRATEGIC MOVE ~GEMEW M1Y Experience with Americans with Disabilities Act (ADA): Our expert ADA (Americans with Disabilities Act) team offers detailed ADA facility surveys, plan reviews, and product consulting on a regular basis to healthcare facilities, large corporations, and federal, state, and local government clients. Sustainable Engineering: The firm's project approach begins with a complete assessment of project requirements to achieve a LEED certification or provide a sustainable design without certification. To meet the project requirements our team will investigate all sustainability options including photovoltaic solar system, commercial and residential fuel cell systems, geothermal ground source heat pump systems, low energy LED lighting products, water conservation design solutions, day lighting harvesting, low -flow plumbing fixtures and high SEER air conditioning equipment. Technical and Design Experience of Key Personnel • IDS' Project Manager/Principal Architect, Mr. John Silber, AIA, has more than three decades of extensive experience with a diverse portfolio within both the public and private sectors. John maintains an unwavering focus on the details that make projects successful, from early design development through construction administration. Don begins with a thorough understanding of client goals and expectations, and makes sure that they inform every decision, solution, and direction. "Kudos, Thank you for your ongoing, great dedication to getting this right. Without all your efforts the project would not have been a lot bumpier than how we sometimes feel about it." Ronald Dean Everly John Wayne Airport, Orange County AA IDS GROUP Page 5 25G-20 PROPOSAL Space Planning and Architectural Consulting Services RFP No. 20-040 • Ms. Shelley Sivak, IDS' Lead Architect/Interior Designer, has over 25 years of experience in reviewing the state of the existing building, evaluating its size and layout for the intended use, and identifying the need for repair, renovation, and expansion. • Technical accuracy is deeply embedded in the guiding principles of IDS Group and will be critical the success of this project. Said Hilmy, PhD, SE, LEED AP, will be our proposed QA/QC Manager to confirm adherence to industry standards and code requirements and ensure our stringent internal quality management program is enforced and maintained throughout the performance of this contact. Other key team members include: • Jaime Rosenbach, MS, SE, IDS' Senior Structural Engineer, with more than 32 years of experience, has been involved in the design of new structures, evaluation and retrofit of existing structures, remodel and modernization of existing buildings, and has conducted and reported numerous forensic seismic investigations. • Darren Smith, PE, BEAP, LEED AP BD+C, IDS' Mechanical/Plumbing Manager, has 23 years of experience in both design bid build and design build projects. Darren is an experienced design engineer and project manager with extensive experience in designing and managing numerous construction projects requiring strong cross communication at various levels of project ownership • IDS' Project Manager for our Electrical Division, Robin O'Neil, with more than 35 years of experience, in commercial, municipal lighting and utility infrastructure projects. Rob is an industry expert in Title 24 Compliance, working with both clients and architects to educate them on the changes to the code • IDS' Cost Estimator, Mr. Dakhil, BSCE, MSCE, has over 30 years of pre -construction, construction management, and estimating experience in a wide spectrum of projects ranging in values from $1 million to more than $250 million. Subconsultants IDS Group does not anticipate using any sub -consultants forthis project. IDS will be providing all necessary Architectural and Engineering services for this project. Project Team Our seasoned group of professionals, listed on the organization chart located on the following page, has worked independently or teamed on projects with similar scopes of work. Our expertise and project team is well suited for this project and has proven success providing structural engineering services to the City of Santa Ana. Key Personnel Resumes Full resumes of key personnel proposed to work on this project are provided Appendix A of this proposal. Our integrated approach connects designers with engineers, that's how we create cultural landscapes that innovate, inspire dialogue, and encourage shared ownership of environment. AA IDS GROUP Page 6 25G-21 PROPOSAL Organizational Chart W. '+..PrincipalAgent Said Hilmy, PhD, PE, SE, LEED AP ® John Silber, AIA Space Planning and Architectural Consulting Services RFP No. 20-040 Jaime Rosenbach, MS, SE Shelley Sivak, RA, LEED AP Robin O'Neil, PE Victor Mercado, MS, SE Song Bmndner, RA, LEED GA Michael Reed Ellen Wu, PhD, PE Henry Ling, RA Anmar Hiassat, PE Mechanical � Plumbing ® Darren Smith, PE, BEAP, LEED AP BD+C Faisal Dakhil, BSCE, MSCE Alexander Yau, EIT Ronaldo Magno Staff Availability ® = Key Personnel The following is an estimate of the availability of our key personnel during the duration of this project. The percentages of key staff availability shown are projected based on anticipated workload. These percentages represent the average time available for a team member. Actual time may vary depending on the project specifics. Said Hilmy 25% John Silber 30% AA IDS GROUP Page 7 25G-22 PROPOSAL Shelley Sivak 35% Song Brandner 40% Henry Ling 30% Jaime Rosenbach, MS, SE 30% Victor Mercado, MS, SE 40% Ellen Wu, PhD 45% Robin O'Neil 30% d. Understanding of Need Project Understanding Space Planning and Architectural Consulting Services RFP No. 20-040 Michael Reed 25% Darren Smith, PE 25% Alexander Yau, EIT 40% Anmar Hiassat 30% Ronaldo Magno 35% Faisal Dakhil, BSCE, MSCE 25% IDS understands that the City of Santa Ana will be retaining the services of an Architectural and Engineering firm to provide As -needed Space Planning and Architectural Consulting Services to provide architectural and engineering design services, space planning, site analysis, construction management, ADA survey, and move management services on an as -needed base. Anticipated Approach Our general approach to providing our standard services for each project commences with a solid understanding of the project requirements, including budget, schedule, details of scope of services, and deliverable items. Our work plan is based on effective management of resources which will include developing a project schedule, implementing effective communication protocol, monitoring project costs and budget, and implementing quality control measures to ensure quality documents. The following are the basic steps to take a project from conception to bidding. Note that not all projects with the city will involve all steps, projects that consist only of studies or due diligence report will have different deliverables: 0 Establishing Goals and Metrics for Success: We will conduct kickoff meetings with City staff and stakeholders designated by the City to establish the specific goals and metrics the City has envisioned for each project. 0 Developing a Work Plan: After we have completed a thorough review and assessment, IDS will develop a work plan that achieves the City's benchmark goals for each project. The scope(s) will be developed based on City priorities, severity of conditions, and immediate needs for the project. We anticipate that this will be an interactive process with the City's Project Manager. 0 Pre -Planning: Our pre -planning approach consists of team project managers re-emphasizing the assignment goals, time schedules (work-plan/hours to complete), as -built drawing review, and City employee escort coordination when needed, and schedule coordination on among team resources. This detailed plan establishes clear direction, a timeline for completion, and team buy -in. AA IDS GROUP Page 8 25G-23 PROPOSAL Space Planning and Architectural Consulting Services RFP No. 20-040 • Design Development: We believe that the best results occur when the clientlowner participates fully in all phases of the project. We strongly encourage meetings and group sessions with the project stakeholders to discuss the project's direction and goals. It is the owner who has the most intimate knowledge of their vision, needs, and strategic objectives for success. • Management Plan: IDS is familiar with all PMI Standards and works within their guidelines in order to ensure project success from design through completion. • Project Delivery: IDS is prepared and equipped to provide the request services to the City in a timely manner and on relatively short notice so as to enable the City to meet critical deadlines and schedules. 0 Schedule Control: We will update the schedule and work plan regularly based upon the actual hours worked that are tracked by our internal accounting system. In this way, we can adjust resources to ensure that the project milestones are completed on schedule. We also have an excellent record working on fast -track projects. In these projects, it is essential for the design team to meet the critical path milestones that precede project completion. 0 Cost Control: As design progresses, the more -detailed documents can be virtually overlaid over previous ones, and changes/additions are immediately visible on screen. This ensures that our estimates at logical milestones during design (SD, DID, CD, etc.), can execute the later levels of design faster and more accurately. When tasked with value engineering on the same project, our team members will go back and modify the original takeoffs to determine the less expensive methods or materials to construct the project. Quality Assurance: Quality Assurance has always been our company's strong commitment. We emphasize establishing and maintaining technical and professional expertise among our staff and in their work product. All our professionals are encouraged to maintain memberships in professional organizations, to attend professional development conferences, and to sustain proficiency within the field of engineering. As a testimony to our audited Q/A Q/C procedures, IDS Group accomplished ISO 9001 Certification AA IDS GROUP Page 9 25G-24 PROPOSAL Space Planning and Architectural Consulting Services RFP No. 20-040 e. Relevant Experience CITY OF LA PALMA CITY YARD OFFICES I La Palma, CA City Maintenance staff offices, meeting I break room, and locker room are housed in a portion of a modular metal building. These facilities were in a worn condition, were a poor match to current space needs, and did not comply with ADA/Accessibility requirements. The floor plan wasted space thanks to inefficient corridor circulation and needless compartmentalization of workspace. IDS developed a design, which simplified the space plan and opened up the space. The break room and open office areas line the west side of the building, and this side of the building uses an open ceiling layout and windows to transmit a sense of openness. Locker rooms, manager's offices, and electrical/IT spaces line the east side of the building. Space Planning Interiors Upgrades I Renovations ADA Compliance Mechanical/Electrical Systems Phasing / Move Utility Coordination Coordination with City Management Site Analysis Departments Cost Estimating M Structural Engineering Contact: City of La Palma Mr. Michael Belknap, Community Services Director 714.690.3350 Completed: 2018 EMCORE CORPORATION ALHAMBRA CAMPUS SPACE PLANNING, REVOATIONS AND EXPANSION I Alhambra, CA Emcore is in the process of realigning the uses of it's building at the Alhambra campus. The realignment will consolidate the uses in the easterly portion of building #3 and remove all current uses for the renovations and expansion of Building #2. Building #3 renovations/expansion involve approximately 3,900 square feet of offices and works stations, lab renovations, a new 900 sq. ft. engineering lab, elimination of 2 restrooms, as well as upgrades to the remaining restrooms for code compliance. Additional improvements include reinstating the door opening on the east elevation; provide piping connections for 2 to 3 dry nitrogen lines and concrete pads for the lab tables. Building #2 is a two story, 11,806 sq. ft. building. The ground floor renovations and remodel consist of a gym for staff use, a breakroom with kitchenette, relocation of the visitor reception lobby area, offices/cubical space, conference rooms, and restrooms. Renovations for the second floor will include a boardroom, offices and cubical space and restrooms. Space Planning Interiors Upgrades I Renovations ADA Compliance Mechanical/Electrical Systems Phasing / Move Site Analysis Structural Engineering Management Cost Estimating Contact: Emcore Corporation Mr. Steve De Sena, Senior Manager I 626.293.3657 I Design Completed: 2019 AA IDS GROUP 25G-25 Page 10 25G-26 PROPOSAL Space Planning and Architectural Consulting Services RFP No. 20-040 CITY OF AZUSA LIGHT & WATER DEPARTMENT SPACE PLANNING, REMODEL AND RENOVATIONS I Azusa, CA The City of Azusa Light & Water (L&W) retained IDS to provide A/E services for the renovations and remodel of their customer service area. Scope -of -work included reconfiguration of the storage room into an office with four workstations; demolition the solid partition wall dividing five (5) Customer Service Representative Workstations; conversion of open space into children's seating/ entertainment zone; relocation of security video cameras, television screens, phone lines and network conduit; installation of network switch customer signage, and relocation of number system or installation of a green light or electronic arrow system to alert waiting customers of open workstations, and installation of a bullet resistant transparent partition barrier with acrylic slot louvers to serve customers from a secure side of the partition. Space Planning Interiors I Material Upgrades I Renovations ADA Compliance Specifications Phasing / Move Utility Coordination Mechanical/Electrical Systems Management Site Analysis IT Coordination Cost Estimating Structural Engineering =7t: City of Azusa Light &Water Department Ms. Judy Tran, Utilities Administrative &Financial Services Manager 626.812.5174 Design Completed: 2019 AA IDS GROUP 25G-27 Page 12 6 N l°f W W W W W W a a < ¢ a a x x x x x x a a a a a a 1011111111 9 T y�y O O @ O N C (n (0 w O C N C Q C C N 'D — @ m ` V N D > N O C N O N N _ N j VJ 7 0 Y U 'O Oa) (0 U) L N N O N L 25G-28 11 25G-29 PROPOSAL Space Planning and Architectural consulting Services RFP No. 20-040 COUNTY OF ORANGE I JOHN WAYNE AIRPORT AIRPORT OPERATION CENTER REMODEL & UPGRADES I Santa Ana, CA The scope of work for the Airport Operation Center (AOC) comprises numerous improvements to the existing Thomas F. Riley, Terminal A including a temporary/redundant Sheriff Airport Operation's Center, and a temporary/redundant maintenance response/operations center. In addition, renovations of approximately 3,500 square feet of office related area in the Terminal A Administration suite to create a new consolidated Airport Operations Center, Maintenance/BPOC spaces, computer room, Operations spaces, and Public Affairs spaces. IDS Group is providing full -spectrum services to include planning/programming, architectural, structural, mechanical/plumbing, electrical, and security design services from project initiation through final construction. It is noted that the project delivery method for this project is CM -at -Risk (CMAR). As such, close coordination with JWA and the selected contractor will be required from the beginning to the completion of the construction in order to ensure all deliverables meet the expectation of all parties involved. Space Planning • ADA Compliance Utility Coordination Site Analysis • Interiors I Material Specifications • Mechanical/Electrical Systems • IT Coordination Upgrades I Renovations • Phasing / Move Management Cost Estimating Structural Engineering Contact: John Wayne Airport Mr. Steve Chaky, Project Manager 1949.252.5171 I Design Completed: 2019 u IDS GROUP 25G-30 Page 15 ■ 9 � � � � 25G- 1 PROPOSAL Space Planning and Architectural consulting Services RFP No. 20-040 f. References Emcor Corporation Alhambra Campus Space Planning, Renovations and Expansion, Alhambra, CA Emcor is in the process of realigning the uses of it's building at the Alhambra campus. The realignment will consolidate the uses in the easterly portion of building #3 and remove all current uses for the renovations and expansion of Building #2. Mr. Steve De Sena, Senior Manager, Operations Support 626.293.3657 • Steve De Sena a❑Emcore.com West Basin Municipal Water District Donal L. Dear Building Space Allocation and Mocernization, Carson, CA IDS was retained to prepare a Preliminary Design Report (P.D.R.). The scope of work included review and evaluate the existing building and the preliminary space plan completed in 2015. IDS approached this from a fact and data gathering exercise that culminated in a distillation of the information gathered. Mr. Don Zylstra, P.E., Senior Water Resources Engineer 310.660.6212 • DonZ@westbasin.org City of Irvine Workspace Relocationand Tenant Improvments, Irvine, CA The project required the reorganization of interrelated offices in the police department, the expansion of its locker/shower rooms, the redesign of the Traffic Management department and the relocation of Public Works and other departments to a separate building in a new location. Mr. Chris Brown, Senior Project Manager 949.724.6937 • chbrown 6ct cityofirvine.org City of Azusa Light & Water Department Space Planning, Remodel and Renovations, Azusa, CA =17171= l 171,7- EI7 1 FIN F16—1 ll-1;.-I F— ❑ r� fi 6-1 GInI�❑nln,-irlGln ❑I�❑aCl-illl❑❑ ❑❑iii■ IDS provided AE services to the City of Azusa for the remodeling and design services for its Customer Service Lobby area. Scope of work included reconfigure an office supply and equipment storage room into an office with four workstations; demolish the solid partition wall dividing five (5) Customer Service Representative workstations from the lobby, convert an area into children's seating/ entertainment zone; relocate security video cameras, television screens, phone lines, network conduit; and installation of network switch, customer signage. Ms. Judy Tran, Utilities Administrative & Financial Services Manager 626.812.5174 • itran(DazusaCA.gov u IDS GROUP 25G-32 Page 17 Section 2: Scope of Services and Schedule 25G-33 PROPOSAL Space Planning and architectural consulting Services RFP No. 20-040 Section 2: Scope of Services and Schedule IDS understands that diversity is the essence of on-call/as-needed space -planning and architectural consulting services. Assignments vary greatly in scope, duration, and degrees of technical complexity. We use a project -specific tailored approach that adheres to the following general principles. • At the outset confer with the City Project Manager to develop a clear understanding of the project scope and perimeters c Include our multi -discipline A/E team to gain a wholistic understanding of demands and variables • Submit the project -specific proposal to the City Project Manager that includes: o Our project understanding including the City's project budget if known. o Scope of services including assumptions and exclusions. o Proposed timeline; and o Proposed compensation delineated by phase and task. • Upon authorization to proceed, IDS will provide our services to completion c Always relying on the City Project Manager as our City prime point of contact c Always keeping the City Project Manager informed of developments in real time Description of Work: We understand that the scope of services includes: Site Analysis • IDS' team will perform a site analysis which may include site visits, photographs, analysis of existing space(s). c Deliverables: Written reports annotated by photographs, annotated existing facility drawings, and graphics Conceptual Layouts / Space Planning • The IDS' team will develop conceptual layouts and space plans addressing City requirements based on our meetings with the City's staff, project scope, budget, time and project constraints, and priorities. c Deliverables: Annotated sketches (most often in plan view), photographs, and letter summarizing criteria, alternative design schemes, Rough Order of Magnitude Likely Cost Estimates for budgeting purposes, and recommendations. Permits/City Approvals • IDS' team will provide the customary A/E project technical support during the permit/approval process. c Deliverables: submittal documents plan review comment responses, meetings when required — from submittal to "permit ready to issue" milestone. AA IDS GROUP 25r -34 Page 19 PROPOSAL Space Planning and architectural consulting Services RFP No. 20-040 Post Design Services • IDS' team will provide technical support during bid and construction phases including meetings when requested by the City c Deliverables: review of bidders'/contractors' requests for information, bid addenda, submittal review, and when requested review of contractors' application for payment, change order requests, contract close-out including punch list documentation. Move Management Services • IDS' team will develop move management plans. c Deliverables: assessment of phasing options including likely impacts to construction costs, development of a preferred option phasing plans, coordination of any construction documents to the preferred option so that construction contract documents include contractor obligations under the move management plan Special Services • IDS' team will meet with the City's staff to review the project scope, budget, time and project constraints, and priorities. Provide special services as delineated. c Deliverables: Project specific delineated Plans and Documents • IDS' team will meet with the City's staff to review the project scope, budget, time and project constraints, and priorities. Develop and refine design solutions phase by phase for schematic design, design development, and construction document. Refinement of design solutions will be done in close consultation with the City and will follow City directives and going forward guidance c Deliverables: design graphics and developed into technical construction drawings/specifications — includes, as appropriate to the assignment and phases 2D plans, sections and elevations; rendered 3D drawings and illustrations; and product literature accompanied by product samples when required. �� IDS GROUP 25G-35 Page 20 Task/Milestone Week Kick-off Meeting Inventory IDS receives pertinent record documents Visual observations and stakeholder interviews IDS provides draft staff survey to the City for review Staff surveys completed IDS completes Deliverables and submits to the City Teleconference / Meeting City review comments & going forward directives received by IDS IDS completes Deliverables and submits to the City Teleconference / Meeting City review comments & going forward directives received by IDS IDS completes Draft Deliverables and submits to the City r Draft Deliverables review meeting City review comments & going forward directives received by IDS IDS completes Final Deliverables and submits to the City IDS provides to the City its proposed implementation plan including scope of services/compensation Balance of implementation '- - 1 ■ /WW, -------------- ■ \ - WON PROPOSAL Space Planning and Architectural Consulting Services RFP No. 20-040 Section 3: Fee Proposal Per the RFP instructions, IDS has enclosed our Fee Proposal under separate sealed envelope. &A IDS GROUP 25G-38 Page 23 Section 4: Certifications Attachment 3-1: Non -Collusion Affidavit Attachment 3-2: Non -Lobbying Certification Attachment 3-3: Non -Discrimination Certification 25G-39 PROPOSAL Space Manning and architectural consulting Services RFP No. 20-040 Appendix ATTACHMENT CERTIFICATIONS NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) In conformance with Title 23 United States Code Section 112 and Public Contract Code 7105 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived, or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any other BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note, The above Non -collusion Affidavit is part of the Proposal. BIDDERS are cautioned that making a false certification may subject the certifier to criminal prosecution. Signed State of California County of �i c Sub9cribed and am to (or affirmed) before me on this /S14 day of4klil 20,'j by 061 t/ Ln , proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me Notary Public Signature Notary Public Seal SARAN M. SCOtARI Notary PtGic-Celat. ia - Orange Comp € cotryin uo t 2221W Ny Comm Ewie,, Oec 5.2021 City cf Santa Ana RFP 20-040 Page A3-1 �� I DS GROUP 2 5 G— A O Page 25 PROPOSAL Space Planning and architectural Consulting Services RFP No. 20-040 NON -LOBBYING CERTIFICATION The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that. (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities," in conformance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such subrecipients shall certify and disclose accordingly. Signed: �� Title: rresident Firm: IDS Group, Inc. Date: April 17, 2020 City of Santa Ana RFP 20-040 Page A3-2 AA IDS GROUP 251 Page 26 PROPOSAL Space Planning and architectural consulting Services RFP No. 20-040 NON-DISCRIMINATION CERTIFICATION The undersigned Contractor or corporate officer, during the performance of this contract, certifies as follows: 1. The Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Contractor shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Contractor's commitments under this section and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Contractor shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Contractor shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations; and orders of the Secretary of Labor, or pursuant thereto, and will permit access to hisiher books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Contractor's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. City of Santa Ana RFP 20-040 Page A3-3 AA IDS GROUP 2 5 G -42 Page 27 PROPOSAL Space Planning and architectural consulting Services RFP No. 20-040 The Contractor shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance, provided, however, that in the event the Contractor becomes involved in, or is threatened with, litigation with a subContractor or Contractor as a result of such direction by the administering agency, the Contractor may request that the United States enter into such litigation to protect the interests of the United States. B. Pursuant to California Labor Code Section 1736, as added by Chapter 643 Stats. 1939, and as amended, no discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any Contractor of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter. Signed: v i Title: President Firm: IDS Group,lnc. Date: April 17, 2020 City of Santa Ana RFP 20-040 Page A3-4 AAIDS GROUP 25G-43 APPENDIX Ak Fr li--leg- Appendix: Key Personnel Resumes 25G-44 PROPOSAL Space Planning and architectural consulting Services RFP No. 20-040 John Silber, AIA Project Manager / Principal Architect Mr. Silber is an award -winning architect covering a broad range of urban projects, including a number in areas of special interest, such as the link public education creates between culture and economic vitality. He has mastered the interface between community design expectations, urban in -fill architecture and modern code standards for fire / life safety, energy, and accessibility. John has been an active member of the architecture and urban design of Southern California. Education • Masters of Architecture, Southern California Institute of Architecture Professional Credentials • Professional Architect: CA (#15573) Professional Affiliations • American Institute of Architects (AIA) Relevant Project Experience • Alhambra Campus Tenant Improvement Building #2 and #3, Alhambra, CA: IDS is providing architectural, structural, mechanical engineering (HVAC & plumbing) and electrical engineering for a tenant improvement involving a corporate office and engineering lab in existing buildings. Area of work in building 3 is 3,900 SF, and building 2 is 11,806 SF. As Principal Architect, John oversaw the project and coordination. The scope of the project includes field verifying existing conditions, construction documents, space consolidation, and renovation, restroom design, and ADA compliance. • City of Azusa Light & Water Department, Azusa, CA: Principal Architect providing architectural design service for the remodeling of the building to improve the safety and security for its employees. Scope of services include reconfiguration of an office supply and equipment storage room into an office with four workstations, ADA upgrades, and interior finishes. • City of Irvine Workspace Relocation and Tenant Improvements, Irvine, CA: Project Manager for the tenant improvement of the expansion and relocation of various departments in the City of Irvine Civic Center. The project primarily focused on the expansion of the existing police department (Public Safety) as a result of recent population growth within the city in the last few years. • West Basin Municipal Water District, Donald L. Dear Building, Carson, CA: Principal Architect. IDS was hired to perform a Preliminary Design Report (P.D.R.) where we would review and evaluate the existing building as well as a preliminary space plan completed in 2015. We were to asses both the existing and the 2015 proposed plan for Architectural, Mechanical, Electrical and Plumbing needs. • City of La Palma City Yard Offices, La Palma, CA: Principal Architect. These facilities were in a worn condition, were a poor match to current space needs, and did not comply with ADA/Accessibility requirements. The floor plan wasted space thanks to inefficient corridor circulation and needless A"IDS GROUP 25r — A 5 APPENDIX PROPOSAL Space Planning and architectural consulting Services RFP No. 20-040 compartmentalization of workspaces. As Principal Architect, John was responsible for the design team developing the conceptual plans. The new layout simplified the space plan and opened up the space. • Orange County Sheriffs Department (OCSD), Voice Over Internet Protocol Telephone Modernization Project: Project Manager responsible for providing a condition assessment on existing OCSD facilities for adequately supporting the transformation of existing telephone lines to VOIP, including the planning, design and management of necessary building upgrades in support of the modernization project. • CalOptima Tenant Improvements, Orange, CA: Principal Architect. IDS was retained by the CalOptima to provide architectural and engineering services for tenant improvement and modernization projects for CalOptima's 10-story office building. IDS reviewed documents provided by the CalOptima, conducted a visual inspection of the facilities, developed designs and construction documents for multiple projects, and design for the installation of meeting audio system improvements. Our analysis included detailed baseline Architect's Estimate of Probable Construction Cost (AEPCC). IDS assisted CalOptima with value -engineering decision making in those instances when the AEPCC exceeded budget. • Inland Empire Utilities Agency — Sludge Building Locker and Shower Upgrades, Rancho Cucamonga, CA: IDS was tasked with making improvements to the existing 'Sludge Building' to better suit the needs of the facility. These improvements included making substantial changes in two of the three bays within the 7,185 SF structure. The first bay contained a small breakroom, storage area, workshop, and a dilapidated locker room area. The second bay contained a series of chlorination tanks that were to be removed to allow for addition on -site storage of material • City Hall & BTRCC Building Improvements, Rancho Santa Margarita, CA: Principal Architect for architectural services, property assessment and rehabilitation. Conducted a visual inspection, developed a move management plan, and a "pros -and -cons" assessment for installation of different building systems. Also provided Architect's Estimate of Probable Construction Cost (AESPCC) and provided updates of the Estimate as a part of the 85%, 100% and final deliverables. • John Wayne Airport I County of Orange Terminal Improvements Project, Santa Ana, CA: Principal Architect. The Terminal Improvements Project consists of 31 distinct tasks of physical improvements occurring in and around Terminals A, B, and C. Focus of the work was on Terminals A and B, bringing them to the modern standard established in the nearly -new Terminal C. Project included the creation of bridging documents for improvements to life -safety, which included re -zoning the fire alarm system, redesign and modernization of selected customer dining areas and service counters, complete replacement of the car rental service counter, and design services for the new Flight Information Display Systems (FIDS) and Baggage Information Display Systems (BIDS). • Palos Verdes Library Annex Building, Palos Verdes, CA: At the request of the Palos Library District (the "District") IDS Group has prepare a schematic design for the creation of The Annex 2.0 addition to the Peninsula Center Library (the "Library"). As Principal Architect, John worked with the District to bring their goals to life. The design repurposes 1,919 square foot of the parking deck leaving all existing surround architectural elements intact A"IDS GROUP 25r — A C APPENDIX PROPOSAL Space Planning and architectural consulting Services RFP No. 20-040 Said Hilmy, PhD, SE, LEED AP Principal Agent Dr. Hilmy has 30 years of experience in structural engineering design and analysis and project management with strong expertise in the design and upgrade of steel, concrete, and wood structures. Recognized for his knowledge of code developments and seismic retrofit, Dr. Hilmy has worked on more than $3 billion engineering projects and more than 200 seismic assessments and retrofit projects in California and other states since the 1985 Mexico City earthquake. Dr. Hilmy served on the Seismology Committee of the Structural Engineers Association of California, chairing the Building Response Subcommittee. He is involved in research activities with the University of California, Irvine, and University of California, Berkeley. Dr. Hilmy has authored over 50 papers and technical publications dealing with structural systems and building seismic response. He was selected by the National Institute of Building Sciences of Washington, D.C. to contribute to their on -going research work in developing practical tools for the structural design of buildings to resist extreme loadings and blasts. Dr. Hilmy holds two patents related to an invention of a cost effective seismic dissipation device for building applications. In addition, he has won over 20 'Excellence in Engineering' awards for seismic design from numerous local and national organizations. Recognition included four in 2012 for building seismic designs from the Structural Engineering Association of California (SEAOC) and Southern California (SEAOSC), American Society of Civil Engineers (ASCE), and Orange County Engineering Council (OCEC). In addition, Dr. Hilmy has been providing aviation engineering since 1990 and has been instrumental in his contribution, serving as Principal, to the $543 million Airport Improvement Program at John Wayne Airport (JWA) in Orange County, California. The project includes one of the largest seismic upgrade efforts ever performed for existing US airports. In fact, his projects for the JWA Airport Improvement Program have been acknowledged with 8 awards, including "Project of the Year". Education • Doctorate, Structural Engineering, Cornell University • Master of Science, Structural Engineering, Cornell University • Bachelor of Science, Civil Engineering, Cairo University Professional Credentials • Professional Structural Engineer: California (#S-3680) • Professional Civil Engineer: California (#C-43988), Colorado (#0043538), Hawaii (#11386), and Utah (#8541179-2203) • LEED Accredited Professional Professional Affiliations • American Society of Civil Engineers (ASCE) • Structural Engineering Association of California (SEAOC) • Structural Engineers Association of Southern California (SEAOSC), Seismology Committee and Building Response Subcommittee " IDS GROUP 25r — A 7 APPENDIX PROPOSAL Space Planning and architectural consulting Services RFP No. 20-040 • National Committee on Seismic Effects (NCSE) • Earthquake Engineering Research Institute (EERI) • Orange County Engineering Council (OCEC) • American Concrete Institute (ACI) • Sigma XI Honorary Society • Cornell Alumni Association • Listed in USA Who's Who in Science and Engineering, 1994-1995 Relevant Project Experience • Alhambra Campus Tenant Improvement Building #2 and #3, Alhambra, CA: IDS is providing architectural, structural, mechanical engineering (HVAC & plumbing) and electrical engineering for a tenant improvement involving a corporate office and engineering lab in existing buildings. Area of work in building 3 is 3,900 SF, and building 2 is 11,806 SF. • City of Azusa Light & Water Department, Azusa, CA: IDS provided architectural and engineering design service for the remodeling of the building to improve the safety and security for its employees. Scope of services include reconfiguration of an office supply and equipment storage room into an office with four workstations, ADA upgrades, and interior finishes. • City of Irvine Workspace Relocation and Tenant Improvements, Irvine, CA: Project Principal for the tenant improvement of the expansion and relocation of various departments in the City of Irvine Civic Center. The project primarily focused on the expansion of the existing police department (Public Safety) as a result of recent population growth within the city in the last few years. • John Wayne Airport I County of Orange Terminal Improvements Project, Santa Ana, CA: Principal Architect. The Terminal Improvements Project consists of 31 distinct tasks of physical improvements occurring in and around Terminals A, B, and C. Focus of the work was on Terminals A and B, bringing them to the modern standard established in the nearly -new Terminal C. Project included the creation of bridging documents for improvements to life -safety, which included re -zoning the fire alarm system, redesign and modernization of selected customer dining areas and service counters, complete replacement of the car rental service counter, and design services for the new Flight Information Display Systems (FIDS) and Baggage Information Display Systems (BIDS). CalOptima Tenant Improvements, Orange, CA: IDS was retained by the CalOptima to provide architectural and engineering services for tenant improvement and modernization projects for CalOptima's 10-story office building. IDS reviewed documents provided by the CalOptima, conducted a visual inspection of the facilities, developed designs and construction documents for multiple projects, and design for the installation of meeting audio system improvements. Our analysis included detailed baseline Architect's Estimate of Probable Construction Cost (AEPCC). IDS assisted CalOptima with value -engineering decision making in those instances when the AEPCC exceeded budget. AA IDS GROUP 25r — A Q APPENDIX PROPOSAL Space Planning and architectural consulting services RFP No. 20-040 Shelley Iger Sivak, RA, LEED AP Architect / Interiors Ms. Sivak has been involved in the fields of architecture and interior design for more than 25 years, shaping space, and bringing life to both urban and suburban settings, which create a strong sense of place. Shelley specializes in reviewing the state of the existing building and evaluates' its size and layout for the intended use, identifying the need for repair, renovation and expansion. Projects have included programming, schematics, design development, color and finish selections, client presentations, construction documentation, researching and writing specifications, budgeting, project and construction administration. The balance of Ms. Sivak's experience ranges from corporate interiors, commercial, institutional, restaurant and food service projects, healthcare, and themed entertainment projects. Shelley has knowledge of all project phases and the ability to carry design intent of the building through to the interior of a project. Education • Master of Architecture, California State Polytechnic University, Pomona Professional Credentials • Licensed Architect: CA (#C33767) • LEED Green Associate Accredited Professional Relevant Project Experience • County of Orange Human Resources Consolidation, Orange, CA: As Project Manager, Ms. Sivak worked with the Agency to consolidate various divisions from separate buildings onto two floors of a single building. These spaces included private and open office areas, reception and restroom areas. Scope of work consist of space planning, interior design, FF&E with cost estimates, design of custom built-in work areas, and construction administration. • OCHCA 401 Tustin Campus: Wellness Center, Crisis Residential Center, Education & Training Center, Orange, CA: Ms. Sivak was the Architect and Interior Designer for OCHCA 401 Tustin Campus. The campus consist of three (3) main buildings and a maintenance building. The scope -of -work included space planning, expansion, new design, building finishes, design and procurement of custom furniture as well as classroom, conference room and office systems furniture, cost estimating, and construction administration services. In addition, Ms. Sivak coordinated with stakeholders and community members to ensure the goals and objectives of the project was achieved. • Memorial Care Technology and Training Center (MTC) Powered by Sirius, Orange, CA: MTC was created with the vision to use technology as an accelerant to improve patient care, patient outcomes and organizational efficiencies. Clients have the opportunity to experiment and train on the Center's fully integrated computer system and more. Ms. Sivak was the Project Manager overseeing the design for the tenant improvements. Scope -of - work included space planning, interior design, custom furniture design, switch -glass conference, computer room upgrades, cost estimating, and construction administration. " IDS GROUP 25r — A A APPENDIX PROPOSAL Space Planning and architectural consulting Services RFP No. 20-040 Faisal Dakhil, BSCE, MSCE Cost Estimator Mr. Dakhil has over 30 years of pre -construction, construction management, and estimating experience in a wide spectrum of projects ranging in values from $1 million to more than $250 million. As Senior PM and Chief Estimator of major construction companies, Faisal has accumulated a long track record of successful jobs coming in under budget and on -time, resulting in substantial savings for the clients. Education • Master of Science, Civil Engineering, University of Southern California, Los Angeles, CA • Bachelor of Science, Civil Engineering, University of Southern California, Los Angeles, CA Building Evaluation Projects: Rialto Birdsall Park Restroom & City of Rialto Rialto, Ca 3/15/2018 260K Building Evaluation: Concession Building Public ADA Deficiencies and Works Repair Rialto Fergusson Park Restroom City of Rialto Rialto, Ca 3/15/2018 240K Building Evaluation: Building 1 Public ADA Deficiencies and Works Repair Rialto Fergusson Park Snack Bar City of Rialto Rialto, Ca 3/15/2018 100K Building Evaluation: & Restroom Building 2 Public ADA Deficiencies and Works Repair Rialto Flores Park Restroom City of Rialto Rialto, Ca 3/15/2018 170K Building Evaluation: Public ADA Deficiencies and Works Repair Rialto Jerry Eaves Park City of Rialto Rialto, Ca 3/15/2018 258K Building Evaluation: Restroom & Snack Bar Building 1 Public ADA Deficiencies and Works Repair Rialto Jerry Eaves Park City of Rialto Rialto, Ca 3/15/2018 79K Building Evaluation: Restroom Building 2 Public ADA Deficiencies and Works Repair Rialto City Park Restroom City of Rialto Rialto, Ca 3/15/2018 142K Building Evaluation: Building & Concession Barl Public ADA Deficiencies and Works Repair Rialto City Park Restroom, City of Rialto Rialto, Ca 3/15/2018 360 Building Evaluation: Concession Kitchen and Press Public ADA Deficiencies and Box Bar Building 2 Works Repair Rialto Anderson Park Parking City of Rialto Rialto, Ca In Progress In Building Evaluation: and Path of Travel Walkways Public Progre ADA Deficiencies and Works ss Parking lot and Walkways Repair " IDS GROUP 25r -5O APPENDIX PROPOSAL Space Planning and architectural consulting Services RFP No. 20-040 Robin O'Neil, PE Electrical Engineer Manager With over 30 years of Electrical Engineering experience, Mr. O'Neil has acquired a great deal of experience and knowledge in the design of various types of Building Electrical systems including power load analysis, low voltage voice/data, emergency power generation, medium to high voltage, lighting and lighting controls, and power distribution. His vast project experience ranges from industrial facilities, hospitals, government, retail centers, restaurants, fast food chains, and office buildings, to various multifamily housing facilities, recreational buildings, and essential buildings, as well as school modernization and construction. Education • Bachelor of Science, Civil Engineering, California State University, Long Beach, CA Professional Credentials • Professional Electrical Engineer, California (E18557) Professional Affiliations • ASH RAE (Past President, Orange Empire Chapter) Relevant Project Experience • City of Irvine Workspace Relocation and Tenant Improvements, Police Department Locker Room Expansion, Irvine, CA: The project primarily focused on the expansion of the existing Public Safety department due to recent population growth within the city in the last few years. The current Civic Center houses many department, including Public Safety, and in order to accommodate the expansion, several departments have been slated to be relocated at a different location. • Nixon Presidential Library and Museum, Yorba Linda, CA: Serving as the Principal -in -Charge, Rob worked with our MEP team to complete the feasibility review of this project and design upgrades to included new duct distribution throughout the renovation area with re -use of the existing air handlers. New digital controls with remote sensors provided optimum climate control for each individual exhibit area. Linear diffusers were implemented to blend in with the architectural exhibit features. • IT Server Room Cooling Improvements, Orange County Sanitation District: Fountain Valley, CA: Rob was Principal -in -Charge for the upgrade of the existing cooling system of the IT Server Room in the Control Center increasing existing cooling capability by replacing existing 1-1/2" chilled water piping with 2-1/2" pipe. • Orange County Public Works, Emergency Generator Replacement, Orange County, CA: As Principal -in -Charge, Rob oversaw the design services for the replacement of existing generators at several sites. IDS will evaluate the existing emergency electrical distribution systems and normal power interface, check the adequacy of the existing equipment, propose new emergency equipment, and make any necessary design changes to the electrical systems to achieve the required connections for capacity of the new generator unit. " IDS GROUP 25r _51 APPENDIX PROPOSAL Space Planning and Architectural Consulting Services RFP No. 20-040 Darren B. Smith, PE, BEAP, LEED AP BD+C Mechanical / Plumbing Project Manager Darren Smith is a registered mechanical engineer with more than 23 years of experience in both design bid build and design build projects. Darren is an experienced design engineer and project manager with extensive experience in designing and managing numerous construction projects requiring strong cross communication at various levels of project ownership. Education' • Bachelor of Science, Mechanical Engineering Technology, Cal Poly, Pomona Professional Credentials • Licensed Mechanical Engineer: California (#M30841) • LEED: Accredited Professional: Building Design and Construction • ASHRAE: BEAP (Building Energy Auditing Professional) Professional Affiliations • ASHRAE (Past President, Orange Empire Chapter) Relevant Project Experience • William H. Hannon Library; Los Angeles, CA: $120 million, 121,000-sf. The facility, which comprises three above -ground floors and a two-story basement. The basement provides storage for nearly 1.2 million volumes with archival grade temperature and humidity control. Space programming also includes more than 80 collaborative study rooms and workstations; a reading room; a cafe and media lounge; and multi -media spaces. The new facility was designed with a focus on energy efficiency and a small environmental footprint. LEED Gold certified. • Amgen Workplace of the Future; Thousand Oaks, CA: Developed system program requirements and goals for designing Amgen's new office of the future. Assisted design and commissioned completed project. • Westin Anaheim Resort; Anaheim, CA: The convention center resort is a $25-million Mechanical and Plumbing project for 613-room Hotel. The new four -diamond -level property is slated to open in 2020. Darren led the redesign team for mechanical and plumbing to get the project within budget and improving the energy efficiency of the project to meet the mandated efficiency targets. • UC Irvine Strategic Energy Plan: Review of 4.4 million square feet for energy savings projects. Identification, savings calculation and design. Surpassed savings target of 1.23 million dollars per year. (Design Build) Realized savings of 10,420,599 kWh and 174,275 therms per year in order to earn incentives of more than $2 million from the investor -owned utilities. Started January 2009 with construction completion in December. AA IDS GROUP 25G-52 APPENDIX Submitted by: s• r� •• s AA IDS GROUP 1 Peters Canyon Road, Suite 130 Irvine, CA 92606 T:949.387.8500 ♦ www.idsgi.Com Fee Proposal Space Planning and Architectural Consulting Services April 20, 2020 y IDS GROUP April 20, 2020 City of Santa Ana Gabriela P. Lomeli, Project Manager Public Works Agency; M-22 20 Civic Center Plaza: Ross Annex Santa Ana, CA 92701 SUBJECT: Section 3: Fee Proposal for Space Planning and Architectural Consulting Services. RFP No. 20-040 Dear Ms. Lomeli and Members of the Selection Committee: IDS Group (IDS) is pleased to submit our Fee Proposal to complement our Technical proposal to provide Space Planning and Architectural Consulting Services in response to the City of Santa Ana's Request for Proposal No. 20-040. Fees for on-call/as-needed space planning and architectural consulting services are very project - specific and vary widely in complexity and duration. Schedule of delivery is agreed on and all fees associated with the different tasks are approved prior starting work. In order to determine task -order fees IDS completes the following five steps: 1. The scope of services is broken down by task to be completed. 2. Project team hours to complete tasks are budgeted by team member category. 3. Hourly billing rates by team member category are multiplied by the budgeted hours to arrive at a cost per task. 4. Sums are subtotal by project phase and then the subtotals by phase are added to arrive at the total fee. 5. A budget for reimbursable expenses will be developed and included in the fee proposal as a "not to exceed' sum. Billing for reimbursable expenses during the course of the project will comply with the terms of the standard agreement provided from the City of Santa Ana. Please feel free to contact John Silber, AIA, if you have any questions or concerns relating to our Fee Proposal. Sincerely, S Group, Inc. John Silber, AIA Principal Architect 1 Peters Canyon Road, Suite 130, Irvine California 92606 ♦ T: 949.387.8500 ♦ F: 949.387.0800 ♦ www.idsgi.com 25G-55 FEE PROPOSAL Space Planning and Architectural Consulting Services RFP No.20-040 IDS Group, Inc. 2020 Rate Sheet Principal Associate Principal Senior Project Manager I Associate Project Manager Senior Architect or Engineer Senior Cost Estimator Project Architect or Engineer Designer Architect or Engineer Engineering Designer - BIM Two Man Survey Crew Architectural Job Captain I Designer CAD Drafting Engineer I Architect Office Administration $190 $178 $168 $157 $146 $135 $135 $120 $105 $250 $100 $90 $55 Expenses such as, but not limited to, plan check fees, permits, inspections, testing services, title company fees, special delivery charges, plotting/ presentation boards, maps, aerial photographs, and reprographics/ illustrations that may be required for community or other stakeholder presentation, shall be billed to the owner at direct cost plus 5%. ,& IDS GROUP 25G-56 Submitted by: s• r� •• s AA IDS GROUP 1 Peters Canyon Road, Suite 130 Irvine, CA 92606 T:949.387.8500 ♦ www.idsgi.Com EXHIBIT 2 AGREEMENT TO PROVIDE ON -CALL SPACE PLANNING AND ARCHITECTURAL CONSULTING SERVICES THIS AGREEMENT is made and entered into this 17th day of November, 2020 by and between Westgroup Designs, Inc. ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On March 30, 2020, the City issued Request for Proposal No. 20-040, by which it sought qualified consultants to provide on -call space planning and architectural consulting services for the City's Public Works Agency. B. Consultant submitted a responsive proposal that was among those selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 20-040. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES On an on -call basis, and at the City's sole discretion, Consultant shall perform the services described in the scope of work that was included in REP No. 20-040, which is attached as Exhibit A, and as more specifically delineated in Consultant's proposal, which is attached as Exhibit B and incorporated in full. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit B. Consultant is one of ten (10) consultants selected to provide services on an on -call basis under REP No. 20-040. The total annual compensation for these services provided by all such consultants selected under REP No. 20-040 shall not exceed the shared aggregate amount of $300,000 during the term of the Agreement, including any extension periods. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals and Scope of Work, which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on November 16, 2023, unless terminated earlier in accordance with Section 17, below. The term of this Agreement may be extended for two 1-year periods upon a writing executed by the City Manager and City Attorney. 4. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. Ifthe services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONSULTANT Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subconsultants, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. hi accordance with the California Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect, by Consultant, without thirty (30) days prior written notice to the City. (iv) Consultant shall supply City with a fully executed additional insured endorsement. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, Consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant or its subconsultants, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. eta 681 10. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 11. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana Z56762 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: (714) 647-6956 Executive Director Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, CA 92702 To Consultant: Westgroup Designs, Inc. 19520 Jamboree Road, Suite 100 Irvine, CA 92612 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these timeframes, weekends, federal, state, County or City holidays shall be excluded. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the' City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Consultants retained by City. ZL6 W 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. TERNIINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 18. NON-DISCRIA/HNATION Consultant shall not discriminate because of race, color, creed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 19. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 20. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Z5ZQ/ Z" Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 21. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: DAISY GOMEZ Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By: HN XI. FUNK Sr. Assistant City Attorney RECOMMENDED FOR APPROVAL NABIL SABA, PE Executive Director Public Works Agency CITY OF SANTA ANA KRISTINE RIDGE City Manager CONSULTANT Nam : PariSima Hassani Title: CEO +Managing Lticipal ZL6 0 pop 4 US I Im C/) (.)70 zo C/) D -U 0 -U -U -U m 0. 0. m t0ii h n n 0 O. N N c3 J = (n n o � � o � m o D v � o N n J_ D C� W N h N HI Ul l< N A W N G 0 00ID 2 rO L T n m -n m �T (D TN V cu p Q CD !^ CDr D 25G-67 EXHIBIT A Appendix ATTACHMENT SCOPE OF WORK CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR SPACE PLANNING AND ARCHITECTURAL SERVICES RFP NO.: 20-040 Introduction and Background: The City of Santa Ana intends to retain Space Planning and Architectural Services on an as -needed or "on -call' basis. A Professional Services Agreement will be entered into with several of the qualified firms/consultant(s) to provide space planning and architectural services for a variety of projects on an on -call basis. Areas of responsibility shall include architectural, space planning, structural, construction management, mechanical and electrical engineering, ADA survey, and move management services. On an on -call, as -needed basis, the selected firm(s) may be asked to provide professional services on specific, project -by -project basis, based on an agreed -upon scope of services and fees. All proposals, plans, drawings, specifications, estimates, grant applications, and/or studies will be subject to the final approval and satisfaction of the City of Santa Ana. The architects and engineers in the firm must be licensed and legally qualified in the State of California to practice the work for which consideration is requested. Selected firm(s) shall have the necessary qualifications and experience to provide space -planning, architectural, and engineering consulting services to the City. Services may involve all or some of the phases of project development and shall include, but not necessarily be limited to, the following activities: Site Analvsis Perform site analysis during initial design work. This may include site visits, photographs, analysis of existing space(s), meetings with various City departments to discuss specific space requirements. Conceptual Lavouts/Space Planning Prepare alternative preliminary space layouts, including engineering details and engineering calculations, and estimates of probable costs for each alternative. Present information to the City along with a written response of the advantages and disadvantages of each alternative plan taking into consideration operational, programmatic, adjacency needs and appropriate design standards. Permits/City Approvals (City as regulatory agency) Assist City departments in obtaining entitlements, permits and other City approvals, as required. Architectural, Interior Design, and Engineering Services Provide architectural, structural, mechanical and electrical engineering services and cost estimating services during the schematic design, design development and construction document phases. Work products shall include engineering details, engineering calculations, architectural plans, and elevations, material specifications, cost estimate, and final plans and specifications. Prior to acceptance of design, Consultant is to prepare a summary report detailing the effort of utility coordination, IT coordination, and due diligence for the City's review and acceptance. Third -party cost estimate and constructability review may be included in the design effort at the City's request. 1. Schematic Design: Develop schematic design site plan drawings illustrating the scale and relationship of project components. 2. Design Development: Prepare design development package consisting of: a) Drawings and other documents that outline repairs or solutions and describe the size and character of the project with respect to architectural, interior, structural, mechanical and electrical systems b) Materials and samples c) Other required elements based on the approved schematic design documents. Designs must comply with the current Building codes and any other City requirements. Additional site visits and coordination with City departments will be required to ensure that design development meets the department's needs. 3. Construction Documents: Prepare construction documents consisting of plans and specifications, calculations, and cost estimates setting forth in detail the requirements for the construction of the project based on the approved schematic design and design development documents. The construction documents will include, but not limited to: plans, details, and specifications for structural, electrical, mechanical, plumbing, ADA requirements, parking, and landscaping; all fully coordinated with the architectural design. Plans should include recommendations for green building standards and sustainable development to reduce costs, improve the health of building occupants, and reduce the negative impacts to the environment. A refined cost estimate based on the final construction documents shall also be prepared. There shall be no additional costs due to revisions of the drawings to bring the design up to code compliance. Assist the City departments in obtaining reviews and approvals from applicable public agencies for design reviews, plan checks, and permits. Assist the City in obtaining all required permits, reports, and other information to bid the project. The City will pay all permit fees. The Consultant shall be required to provide continued communication and feedback with various City personnel throughout the process to provide a cost-effective and quality design that meets the needs of the client department(s). Post Design Services At the City's sole discretion, assist the City Department(s) with the following services. 1. Bidding a) Preparing bid documents and packages b) Answering bidder's questions City of °VP(1Z:RQ 20-040 c) Scheduling and attending pre -bid conferences and job/site walks d) Preparing bid addenda e) Preparing bid analyses and reviewing and responding to bidders' submittals, such as shop drawings, product data, samples and proposed equivalent products and materials. 2. Construction and Construction Management a) Prepare "as -built" drawings, in current CAD format, as required b) Visit construction site as needed to monitor quality of the work and resolve construction issues. c) Assist engineer, consultant and inspector with interpretation of the following: • Plans and specifications • Analysis of change conditions • Development of corrective actions • Review of shop drawings and other submittals • Review, negotiation and preparation of change orders d) Manage the construction phase and coordinate construction meetings to ensure the project is completed on time and within budget. • Provide weekly estimates of percent of work completed • Approve vendor invoices for submittal to the City. Move Management Services At the City's sole discretion, assist the City Department(s) with the following services. • Survey all existing items to relocate. • Meet with client and the client's furniture vendor to verify the placement of all items for move. • Third party/peer review of architectural plan(s). • Prepare move plans to show numbering system for ease of labeling boxes and items to move. • Prepare "move in" sketches for mover use, showing office and common area layouts. • Coordinate with the City's Telecommunication Services and instruct staff in preparing for the move. • Coordinate and closely supervise move labor. • Be responsible for all post -move follow-up. Special Services • Complete the State of California ADA surveys. • Provide value engineering services upon request. • Complete LEED Certification documentation upon request. Plans and Documents All plans and other documents prepared by the Consultant on behalf of the City shall become sole property of the City. All documents and files must comply with current requirements set forth by the various entities for record retention. Fee Proposal: In addition to Section III.B.3 (Submittal Requirements: Fee Proposal) fee schedule shall be structured as follows: City of VJZ(;Zd7M 20-040 The fee proposal shall include the firm's standard hourly fee schedule, and/or project fee schedule where applicable and as outlined in this document. A list of all positions and hourly rates required to perform the services described herein. A more detailed scope of work will be provided when/if a specific project proposal is requested of a consultant. Other Terms and Conditions: 1. The project will be implemented in compliance with the City of Santa Ana's policies, as well as Prevailing Wages and State/Federal Requirements. 2. The City regards the inclusion of California based designs, engineering, and construction professionals, facilities, and services as part of the Team to be highly desirable, but not mandatory. 3. The City reserves the right to amend this Request for Proposal by addendum prior to the final dates of submission. 4. All reports, proposals, or other data or materials which are submitted shall become the sole property of the City of Santa Ana with the exception of the confidential Financial Capacity information and sealed fee proposals which will be returned to all proposers after award of contract to the selected Proposer. 5. All products used or developed in the execution of any contract resulting from this request will remain in the public domain at the completion of this project. 6. The City has an affirmative action program. The purpose of the affirmative action program is to encourage certified minority business enterprises and women business enterprises. All submitting firms must have established affirmative action programs approvable by the City. During the RFP stage, all firms will need to complete a "Certification of Non -Discrimination by Contractors" for each firm on their team. City of 2Aq, J7Ff 20-040 'i" 0�4tllli P�Is Space Planning & Architectural Services RFP U. 20-040 )0 PM ON APRIL 20, 2020 westgroup designs 25G-73 table of contents Table of Contents Statement of Qualifications a. Cover Letter b. Contract Agreement Statement c. Firm & Team Experience d. Understanding of Need e. Relevant Project Experience f. References Scope of Services & Schedule Fee Proposal (uploaded separately) Certifications Attachment 3-1: Non -Collusion Affidavit Attachment 3-2: Non -Lobbying Certification Attachment 3-1: Non -Discrimination Certification 25G-74 statement o qual'ificat'i Building a relationship with you was a delight. Extraordinary people like you visualize the imp( and see it as possible. Your commitment to see this project to fruition reached that deep well wl passion lives, where creative ideas came to life enthusiasm gave inspiration, motivation and credLIVILY LU this project. - Jed Marcus, Vice Pre 'dent, Professiona sqi um iw our services ARCHITECTURE Facility Assessment and Analysis Feasibility Analysis Programming I Schematic Design Design Development Construction Documents I Bidding Support and Evaluation Construction Administration I LEED Administration I Post - Occupancy Evaluation I BIM Comprehensive Land Use Planning . Academic and Institutional Master Planning Corporate Campus Planning I Urban Design Zoning and Regulatory Analysis I Entitlement Processing I Facility Planning Facility Standards Facility Assessment and Analysis Pre -Lease Analysis and Test Fit Analysis Feasibility Analysis Programming Schematic Design Design Development Furniture Selection & Specification Art Selection Construction Documents Bidding Support and Evaluation Construction Administration LEED Administration Post -Occupancy Evaluation BIM BRANDING Wayfinding & Signage I Environmental Graphics Art Selection Enhancing your brand through Architectural & Interior Design details. J-77 April 20, 2020 City of Santa Ana Attn.: Gabriela P. Lomeli Public Works Agency; M-22 20 Civic Center Plaza; Ross Annex Santa Ana. CA 92701 VOWESTGROUP D= S I G N S RE: Space Planning & Architectural Consulting Services RFP No. 20-040 Dear Ms. Lomeli and Members of the Selection Committee: Westgroup Designs (WD) is excited to present our response to your Request for Qualifications and welcomes the opportunity of working with the City of Santa Ana. We are confident that we possess the depth and breadth of experience required to assist you in achieving your Space Planning and Architectural Consulting Services goals. Founded in Irvine in 1989, WD is a local, woman -owned business that has delivered over 1,080 projects in Southern California. Aspects of our practice that are relevant to your objectives include: Public and Institutional Expertise: For more than 31 years, WD has served a spectrum of public clients, including state agencies, county agencies, and local municipalities. Our experience encompasses a vast number of projects, ranging from space planning / tenant improvements and renovations to new buildings and large-scale master planning. Some of our most enduring public client relationships include Long Beach USD (23 years), the City of Downey (22 years), County of Riverside (20 years), City of Irvine (17 years), and Santa Ana USD (15 years). Extensive On-Call/Task Order Experience: Projects for on -call clients have been a significant portion of our work over the last 31 years. We are presently working with 18 public clients as their on -call architect. Our "rapid -response", on -call experience profoundly influences how we partner with all our clients: we listen with a laser focus to understand your needs; we deploy our resources with great agility, versatility, and timeliness, anticipating unforeseen conditions; we are code experts; our project management and documentation capabilities are honed by multiple governmental agencies for much of our work; we offer deep experience with a wide range of technical consultants; and we consistently deliver results that exceed expectations. Commitment to Quality: Quality management is our highest priority and a part of the leadership culture transmitted to all within the firm for every phase of our projects. Our objectives are to be sensitive and responsive to our client's concerns, to develop functional programs, to balance priorities, to conform to your budget, and to successfully integrate infrastructure and building systems. Our success is demonstrated by our change order history, averaging less than three percent (3%) in cost growth. Our team is ready to begin working on your projects immediately. Westgroup is different from most architecture firms in that our Principals listen to your needs and stay involved throughout the life of the project. We firmly believe in continuity of the team to ensure that we deliver on the original design intent, on time and on budget. We look forward to presenting our team in person to further demonstrate our experience and collaborative culture. We acknowledge receipt of Addendum #1 and Addendum #2. Respectfully, v uth ized Person: ParlSlma Hassani,AssocTAA,IDA, CID, NCIDQ CEO + Managing Principal parisimah@westgroupdesigns.com 949.250.0880 ext. 112 We Design. We Deliver. We Drive Change. 19520 Jamboree Road I Suite 100 1 Irvine CA 926],��49,?�.0880 I f 949.250.0882 1 web westgroupdesigns.com L r 1 Westgroup Designs confirms our concurrence with any and all provisions as contained in the Agreement attached in Attachment 2 in the Appendix. 31 Westgroup Designs (WD) is a woman -owned, business enterprise offering comprehensive Planning, years in business Architecture, Interior Design and Branding services. S C O R P Our,d -year history of successfully programming, planning, designing and constructing civic, institutional, commercial, and educational facilities contributes to our Since 1993 ability to assist you in realizing your project goals. With a staff of 30, Vestgroup Designs has accomplished �Co{essiona/S7d�� architects, designers, planners and consultants to O dedicate to you and your project. 3 Founded in Irvine in 1989, WD has delivered over 1,000 T _ projects in Southern California, including years 11111f A T Ay of planning, design and architectural services. Civic facilities comprise 70% of or firm's work. In the last five years, we have delivered projects totaling over $512M in construction value and currently have ongoing projects top totaling $237M. WD takes great pride in our collaborative ethos, our design sensitivity, and our rigorous QA/QC 4 process that has resulted in our litigation -free record. Best Places To Work Civic facilities comprise a large percentage of our firm's work, so all professional staff in our 30-person Orange County Business Journal 2017 office are experienced in and actively work on civic projects. 7 Experience can't be underestimated in the ability to lead rr multiple, diverse civic projects in an on -call contract. Staff - Licensed and Certified in Our core management and design teams are staffed by Architectural, Interior Design or LEED senior -level professionals (20-40 years of experience Accredited. each) who will leverage lessons learned to foresee challenges and guide projects toward successful 1 192+ outcomes. They are committed to active leadership and participation on all of our civic projects regardless of 11 size or scope. Our QA program is led by our Director of Projects to date Production, Craig Whitridge, AIA, who brings 35+ years of architectural production expertise on public facilities. $512m+ Craig assures that all documentation is consistent and presented in a logical and clearly understandable manner. He is supported by experienced technical staff in Construction in the who lead production on our civic projects. last 5 years WD offers strength and stability, and we are ready to ZERO begin working for you immediately. Claims & Litigation 25G-79 At WESTGROUP DESIGNS, WE MAKE SURE THAT YOUR drives every s10 ingle thing we do. YOUR PARTNER IN YOUR VISION Westgroup Designs is dedicated to serving you on a foundation of honesty and trust. Ego does not belong in collaboration and we are united with you to achieve the best for your project. Our investment in your projects goes way beyond the hours we spend on them and we make it our business to advise and guide you through every step of the process. Our approach to your project is based on four fundamental elements, intended to ensure interaction among the various team members introduction lead project manager Chris Taylor, AIA, LLLU AF BD+C, lDbIA PROJECT ROLE As Lead Project Manager, Chris is the client primary point -of - contact and is responsible for overseeing all project teams. He is responsible for managing all phases of the project, from programming and design to documentation and construction administration. In addition, Chris will act as the liaison with relevant review entities/agencies that have jurisdiction over the project. and stakeholders. Together they are the means for achieving a meaningful program and creative design: • An interdisciplinary core team of senior professionals • Commitment to a collaborative process among the design professionals and all constituencies • An on -site workshop format for programming, concept development and design • Continuity of the core team over the life of your project from programming through design and construction point of contact Fuca 91x,71-1221 axrrrs cr zlz ExsE no. c 11719 A :i veuo unm reexu ear IN, my Ne<e1r1 xa. I". -�-� ExNs.x9NEx N,1N.NN .11111 v ONi PP10 IP 91]64-4854 '. -_ - NON-.NeusEERsBLE - - - LOST 1N ruxuc v1EN ---- ...� Chris has a valid and active license to practice in California, and has over 30 years of experience performing similar services. He will be responsible for the delivery of the services in accordance with the established Scope of Services. 2513-80 resume to follow. 3 REGISTRATIONS & LICENSES Licensed Architect, California (C19759) Designated Design -build Professional (DBIA) LEED Accredited Professional Building Design and Construction (LEEDAP BD+C) EDUCATION Bachelor of Architecture CalPoly Pomona, California PROFESSIONAL AFFILIATIONS Member, American Institute of Architects Member, Construction Management Association, Southern California Chapter Awards Committee Member, DBIA Western Pacific Region Board Member. YMCA West End Former Board Member, Chaffey Community College District Foundation Chris Taylor, �+ nRIA lead project manager / point of contact Chris's 30+ year career as a licensed architect has provided him with a breadth of expertise, leading large projects including hundreds of education, government workplace, public safety and training facilities, and other civic facilities. He has a knack for understanding client needs and foreseeing all challenges and opportunities before guiding the client through the best possible solutions for their project. He creates a collaborative team environment and encourages all team members —client, stakeholders, contractors, engineers, and trades partners —to contribute to an open and honest discussion. He ensures the team is having fun while delivering an amazing project for the client. Chris is a hands-on principal with a mastery of planning, budgeting, and scheduling large complex projects which result in the the right solution for our clients. SELECT EXPERIENCE County of LA Department of Public Works, Alhambra, CA • Developed a plan to remodel the 300,000 sf headquarters including the basement, a campus parking master plan and a new wellness garden • Library Renovation Eastern Municipal Water District, Perris, CA • Master Plan Tenant Improvement 200,000 sf District Corporate office and maintenance areas Mono County and the Town of Mammoth Lakes, Mammoth, CA • Developed bridging documents for a new civic center in Mammoth. Civic center under construction. County of San Diego North Coastal Live Well Health Center Oceanside, CA-ZNE and LEED Platinum Design Build LA County Development Authority - Liberty Community Plaza Rancho Cucamonga Fire Protection District - All Risk Training Center, $23M, completed in 2018 City of Oxnard - Fire Station, Design Build County of San Diego - Women's Detention and Reentry 25G-81 w0 J' O CHRIS TAYLOR, AIA, LEED AP BD+C, DBIA Lead Project Manager PARISIMA HASSANI, ASSOC. AIA, IIDA, CID, NCIDQ Principal -In -Charge SHAZAD GHANBARI Principal, Program Director ROBYN TAYLOR, IIDA, CID Interior Design Leader IA, LEED AP BD .I Ar h tecturaE Design Leader I A Project Architect C I. +Additional Support from our 30-person firm CRAIG WHITRIDGE, AIA, LEED AP QA/QC Manager Structural Engineering IMEG Electrical Engineering / Mechanical Engineering, (HVAC & Plumbing) / Low Voltage & Fire Protection P2S Cost Estimating O'CONNOR REGISTRATIONS & LICENSES Certified Interior Designer - CID #6818 NCI DQ #012063 EDUCATION Bachelor of Architecture, Kansas State University Bachelor of Art & Science, University of Houston Campus Design, Harvard Graduate School of Design PROFESSIONAL AFFILIATIONS U.S. Green Building Council I International Interior Design Association I Art Institute Advisory Board Sima Hassani, principal -in -charge As Principal -In -Charge of Westgroup Designs, Sima brings over 30 years of experience in the practice of both public and private architecture and interior design. She has taken the lead in various conferences regarding the use of public -space, work -space, learning and healing -space. She will be responsible for the development of the project design in collaboration with you. Sima will ensure that all necessary expertise is available to successfully complete your project on time and within budget. She has received significant professional recognition and awards for her work and has been published in industry and design journals. SELECT EXPERIENCE County of Orange • Office Building Renovation, Westminster, CA • Orange County Assessor's Office Tenant Improvements • Heritage Park Library Remodel, Irvine, CA • Health Care Agency Office Tenant Improvements, Santa Ana, CA • Real Estate Development Group Office Tenant Improvement, Santa Ana, CA • Homeless Shelter Renovation, Santa Ana, CA City of Compton - Compton Community Center City of Downey - Downey Aviation Museum & Community Center City of Long Beach - Airport Administrative Offices City of Lynwood - Lynwood City Hall, Civic Center & Children's Center Google OC Headquarters, Irvine, CA • 140,000 sf new 4-story LEED Platinum office building City of Tustin - Urban Development Planning side - Indio Law Building - 90,400 sf new 3 %AO REGISTRATIONS & LICENSES ODPI PE 740 EDUCATION Ph.D. in Architecture, Polytechnic University of Milan Campus Design, Harvard Graduate School of Design PROFESSIONAL AFFILIATIONS Former Professor, School of Architecture, Pescara University I American Institute of Architects International I AIA Board of Directors 2002-06, Orange County Chapter Shazad Ghanbari, principal, program director As Program Director, Shazad plays an instrumental role in challenging the performance potential of Westgroup Designs, focusing on the strategies and policies that drive our success. Shazad ensures each design study and solution maximizes the value of various forms, systems and materials. His vast experience working with both public and private clients allows him to exceed performance expectations, all the while remaining sensitive to context, culture, climate, budget and schedule. As a former faculty member at the University of Pescara, Shazad offers the perspective of an owner/user to all educational planning and design projects. SELECT EXPERIENCE City of Santa Ana • Wilshire HeadStart School • Children's Center City of Irvine • Greak Park, Hangar 244 • Train Station Office Tenant Improvements & ADA Upgrades City of Carson - Carson Transit Center City of Compton - Compton Community Center City of Corona - Corona Health Center Office Building City of Downey Downey Aviation Museum & Community Center • Master Planning & Design of New Downey Fire Stations #1-#4 City of La Puente - Gymnasium Google OC Headquarters, Irvine, CA • 140,000 sf new 4-story LEED Platinum office building County of San Bernardino 5G-84 Regional Training Center REGISTRATIONS & LICENSES Licensed Architect - CA#C32255 EDUCATION Bachelor of Architecture, Cornell University PROFESSIONAL AFFILIATIONS American Institute of Architects I LEED Accredited Professional 'Professional experience while at a previous firm. Kenneth Ong, architectural design leader As Westgroup's Director of Design, Kenneth brings over two decades of professional experience as well as an impressive body of work, which includes international high-rise projects as well as mixed -use retail, commercial office and academic buildings. In every project, Kenneth strives to provide thoughtful and sound design solutions that remain attentive and responsive to the client, context and end -users. Kenneth's projects have won numerous awards from the American Institute of Architects, Urban Land Institute, PCBC Gold Nugget, National Trust for Historic Preservation, Coalition for Adequate School Housing and Savings by Design. SELECT EXPERIENCE City of Long Beach • Looff Cupola Reuse Urban Study • Rainbow Lagoon Visioning Study • Historic Blue Car Reuse Study • Belmont Pier Visioning Study City of Downey • Master Planning & Design of New Downey Fire Stations #1-#4 City of Tustin • Urban Development Planning County of San Bernardino • Frank Bland Regional Training Center Orange County Public Works • Heritage Park Library Remodel, Irvine, CA Homeless Shelter Renovation, Santa Ana, CA Google OC Headquarters, Irvine, CA • 140,000 sf new 4-story LEED Platinum office building Turner Development Corp. • Riverwalk Phase V, 200,000 sf, two 4-story buildings, Engw&QLde, CA* 5G-85 REGISTRATIONS & LICENSES Certified Interior Designer - CID #2832 EDUCATION Bachelor of Fine Arts California State University, Long Beach PROFESSIONAL AFFILIATIONS President & Chapter of the Year Recipient, 2015-2016 International Interior Design Association, Southern California Robyn Taylor, interior design leader A Certified Interior Designer with 30 years of experience in the commercial design industry, Robyn is regarded as an expert in the delivery of transformational experiences for corporate environments, which promote high-performance, clear branding, efficiency, optimal function and clear communication. She incorporates solid design and organizational strategy, guiding key decision makers toward solutions for their most challenging business drivers, with a focus on listening and understanding. This ensures that the approach, direction and follow through are all in alignment. Inventive and inspiring, Robyn explores all opportunities to provide value, each project referencing the mutual vision shared with her client and leveraging her experiences and proven thought leadership. SELECT EXPERIENCE Alignment Healthcare Headquarters, Orange, CA • 110,000 sf tenant improvement of five floors Irvine Company Office Properties, Irvine, CA • Airport Business Center - 150,000 sf tenant improvement Best Software technology firm' — 85,000 sf tenant improvement County of Riverside • Mead Valley Library, Riverside, CA Ketchum Health • Ketchum Health MOB 110,000 sf TI Google OC Headquarters, Irvine, CA • 140,000 sf new 4-story LEED Platinum office building Panasonic Avionics, Lake Forest, CA • Tenant improvements in seven buildings on campus, including corporate cafeteria, support+amenity spaces, and main lobbies. Christie Digital, Cypress, CA • Headquarters - 75,000 sf tenant improvement and remodel of headquarters on two floors. %Q x ,' __ REGISTRATIONS & LICENSES Licensed Architect - CA #C38190 EDUCATION Bachelor of Architecture California Polytechnic State University, San Luis Obispo PROFESSIONAL AFFILIATIONS LEED Accredited Professional L_. Jon Freeberg, project ercnitect Jon contributes heavily to initial design concepts and development as well as implementation of the design intent throughout the life of the project. Committed to keeping sustainability goals in mind from day one, Jon works collaboratively with consultants from all trades and coordinates major projects. His commitment to modern, sustainable practices and all aspects within the design and construction process allows him to effectively manage project disciplines and build productive relationships with contractors to ensure project success. SELECT EXPERIENCE Google OC Headquarters, Irvine, CA • 140,000 sf new 4-story LEED Platinum office building Alignment Healthcare Headquarters, Orange, CA • 110,000 sf tenant improvement of five floors Irvine Company Office Properties, Irvine, CA • Airport Business Center - 150,000 sf tenant improvement Emerald Expositions • Headquarters, Culver City County of Riverside • County of Riverside Administration Building, Remodeling of 6 Floors, Riverside, CA Hines • Canyon Corporate Center, Anaheim, CA- 155,000 sf renovation of two-story office building Panasonic Avionics, Lake Forest, CA • Tenant improvements in seven buildings on campus, including corporate cafeteria, support+amenity spaces, and main lobbies. Ketchum Health • Ketc hum Health MOB 110,000 sf TI r Adn I REGISTRATIONS & LICENSES Licensed Architect - CA# C23230 EDUCATION Bachelor of Architecture University of New Mexico Architectural License C23230 PROFESSIONAL AFFILIATIONS American Institute of Architects LEED Accredited Professional V i- Craig Whitridge, Craig has over 35 years of experience in the field of architecture and has worked on various projects in both public and private sectors. Craig pays close attention to the project's progress in regard to time, cost and quality and ensures the client's expectations are understood and implemented. Craig knows that for long lasting integrity of a space, each and every material and system must be properly selected and detailed. His dedication to quality and attention to detail has earned him praise from building owners and operators on many projects. As Quality Manager, Craig is responsible for assuring the quality and consistency of architectural documentation and implementing Quality Management protocols at every phase of the project. SELECT EXPERIENCE Orange County Public Works • Homeless Shelter, Bridges at Kraemar Place, Anaheim, CA • Healthcare Agency Office Feasibility Study & Improvements • OC Assessor Dept. Office Improvements, Santa Ana, CA • Real Estate Offices, Media Room Renovation, Santa Ana, CA • HR Office Renovation, Santa Ana, CA City of Downey • Fire Stations #1 - 4, Downey, CA • Downey Civic Center Improvements Google/Dorn Platz Properties • Google Orange County Headquarters City of Long Beach • Looff Cupola Reuse Study; Blue Car Reuse Study; Rainbow Lagoon Visioning and Belmont Pier Visioning City of Tustin • Urban Development Planning %Q xi su bconsu Itant resumes 25G-89 EDUCATION Tehran University, Iran, Tehran, BS Structural Engineering REGISTRATIONS Professional Structural Engineer California (S5145) Professional Civil Engineer California (C63698) AFFILIATIONS Structural Engineers Association of Southern CA (SEAOSC) American Concrete Institute (ACI) American Institute of Steel Construction (AISC) Lean Construction Institute (LCI) Committee Member CIMEG Edwin Najarian, senior structural engineer Edwin's vast experience includes the design and analysis of various structures with an emphasis on reinforced concrete, post -tension concrete, steel, tilt -up, masonry structures, and special foundations. Edwin has been the structural principal-in-charge/project manager on multiple million -dollar municipal projects in California including new hospitals MOBS, laboratories, and central plants. He has also provided structural engineering expertise to ancillary department remodel, equipment installation and campus -wide renovation projects. SELECT EXPERIENCE County of Los Angeles, CA • Department of Water and Power, 10MW Adelanto Solar Power Plant City of Los Angeles, CA • On Call Services, Community Redevelopment Agency • North Valley Police Station, New Parking Structure • New500,000-sf Police Headquarters Building. LEED Gold: $450M • 15,000-sf New Pico/Union Fire Station (#13): $3.5M City of Pasadena, CA • Evaluation and Seismic Retrofit of Multiple City Fire Stations; 65,000-sf New Ice Rink: $3M Los Angeles Superior Court District, Long Beach, CA • 545,000-sf New Governor George Deukmejian Courthouse, Independent • Building Expert Services (I BE): $490M State of California, Division of State Architects (DSA) • As -Needed Structural Engineering Review State of California, Office of Statewide Health Planning and Development (OSHPD) • As -Needed Structural Engineering Review 25G-90 EDUCATION Ph.D. Civil Engineering Florida State University, Tallahassee M.Sc. Civil Engineering Bangladesh University of Engineering and Technology, Dhaka, Bangladesh B.Sc. Civil Engineering Bangladesh University of Engineering and Technology, Dhaka, Bangladesh ♦IMEG Saif Haroon, r-n.U., V-L structural project manager Saif brings over 14 years of professional experience including design and construction of new buildings and seismic rehabilitation of existing buildings. His has extensive experience in designing a wide variety of structures including, residential, institutional, healthcare and commercial structures. Saif is also well experienced in the design of steel, masonry and concrete structures. His project specific involvement includes conducting visual observations of existing buildings, reviewing as -built documents, preparing structural drawings and calculations, as well as conducting construction observation. Saif has authored various publications with expertise in concrete properties and fiber reinforced concrete. SELECT EXPERIENCE Pomona Valley Hospital Medical Center, Pomona, CA • 20,000-sf Acute Care Unit to Outpatient Care Conversion • 55,000-sf New Robert and Beverly Lewis Outpatient Pavilion County of Los Angeles, Rancho Los Amigos Rehabilitation Center, Downey, CA • Phase 1: 225,000-sf Campus Renovation • 61,133-sfAddition • 114,610-sf New Ambulatory Care Building • 12,370-sf New Wellness and Aquatic Center • 13,332-sf New Warehouse • 22,568-sf Inpatient Center Expansion • Phase 2: 42-Acre Campus -Wide Due Diligence • Demolition of Buildings 100, 500, 600 and 900 • 64,804-sf Harriman Building Renovation • 49,221-sf Support Services Building Renovation University of Southern California, Los Angeles, CA • 110,000-sf New Norris Healthcare Center 25G-91 EDUCATION Karaj University, Iran, BS, Structural Engineering REGISTRATIONS Professional Engineer California (C81940) 4;WW1-,L,IMEG Sevan Bejanian, structural engineer Sevan's experience includes design of various types of structures and has been involved with all states of projects. His project specific involvement includes conducting visual observations of existing buildings, reviewing as -built documents, preparing structural drawings and calculations, as well as conducting construction observation. Moreover, he is also involved in the design and development of new buildings, as well as building modifications and equipment anchorage. His experience includes school buildings, hospitals, office buildings and hotels. His work also includes structural investigations and inspections of all types of buildings. SELECT EXPERIENCE Counties in the State of Indiana, IN • Assisted in the production of 33 all hazard mitigation plans University of Southern California, Los Angeles, CA • 110,000-sf, 7-Story New MOB • USC - Keck Hospital Blood Analysis Replacement • LAC + USC Women's Clinic Renovation Pomona Valley Hospital, Pomona, CA • Conversion from Acute Care to Outpatient Care • 6th Floor Tenant Improvement and conversion to acute care unit • 20,000-sf floor area CHOC (Children's Hospital of Orange County), Orange, CA • Compete Structural & Seismic Design of New 450,000-sf South Tower with Basement Riverside University Health System, Riverside, CA • Existing ED Renovation • Multiple Phases Project Hoag Hospital, Newport Beach, CA • Multiple Tenant Improvements 25G-92 xv EDUCATION BS, Electrical Engineering, Bangalore University, India REGISTRATION Electrical Engineer, California, E16609 CERTIFICATIONS LC Credential LEED Accredited Professional Pzs INC Aravind Batra, principal I MEPT Aravind Batra has over 25 years of experience in consulting engineering covering both renovation and new construction. He currently serves as Vice President where he helps to continuously assure P2S quality standards. Aravind brings an in-depth knowledge of electrical systems and their requirements to numerous needs assessments, systems upgrades, renovations and new building projects for various educational, municipal, commercial and industrial clients. He is also responsible for the design of numerous high performance buildings, independent reviews of various types of buildings, and providing peer review on various renovations and new buildings projects for educational, industrial and commercial facilities. Aravind has also been involved with developing sustainability master plans for various clients addressing their energy efficiency opportunities, their facilities impact on the atmosphere, sustainable sites, water use efficiency, waste management and high-performance green building issues. 6yg1xior0:4Nq;7101►INa County of Los Angeles - Live Oak Library Renovation, Arcadia, CA County of Los Angeles - LEED Silver Campus Kilpatrick Juvenile Detention Facility, Malibu, CA City of Costa Mesa - Library ADA Upgrades, Costa Mesa, CA CSU Los Angeles - LEED Gold Design Building 12 Renovation, Los Angeles, CA Cal Poly San Luis Obispo - LEED Gold Student Recreation Center Expansion & Renovation, San Luis Obispo, CA Rio Hondo College - Library Renovation, Whittier, CA Loyola Marymount University - LEED Gold William H. Hannon Library, Los Angeles, CA CSU Long Beach - Liberal Arts 2, 3 & 4 LEED Gold, Seismic Retrofit & ADA Upgrades, Long Beach, CA Mt. San Antonio College - Buildings 7, 11 and 26 Renovations, Walnut, CA LATrade Tech - LEED Silver Design Magnolia Hall Restoration & Modernization, Los Angeles, CA Long Beach City College - Multi -Disciplinary Building Renovations, Long Beach, CA 25G-93 EDUCATION BS, Mechanical Engineering, University of Southern, California REGISTRATION Mechanical Engineer, California, M39167 CERTIFICATIONS LEED Green Associate PzS INC Scott Newman, mechanical engineer Scott Newman has over three years of experience in mechanical engineering and HVAC consulting. His experience includes new building and renovation projects at university, college, and K-12 campuses, commercial office buildings and retail spaces, and athletic facilities. Services have ranged from sizing and selection of replacement mechanical equipment to new building design and energy studies. Scott has served as a Design Engineer on various HVAC airside and hydronic system design projects. His responsibilities entail schematic/ conceptual design, construction documents/drawings, life -cycle cost analysis, energy modeling, construction administration, and engineering project management services. Projects have ranged from small commercial and retail renovations to large High School campus modernizations and new building designs. SELECT EXPERIENCE County of Los Angeles - Parks Deferred Maintenance Replacements, Los Angeles, CA City of La Mirada - Library Energy Upgrades, La Mirada, CA City of Santa Clarita - LEED Silver Design Canyon Country, Community Center, Santa Clarita, CA City of Santa Monica - Fire Station 5 Dormitory Tenant Improvements, Santa Monica, CA Santa Ana College - Nealley Library Remodel, Santa Ana, CA Saddleback College - Gateway Building, Mission Viejo, CA Golden West College - Language Arts Complex, Huntington Beach, CA Long Beach City College - Building T Office Renovation, Long Beach, CA Rosemead School District - HVAC Upgrades, Rosemead, CA Los Angeles USD - Canoga Park High School Visual & Performing Arts Upgrade, Canoga Park, CA Santa Monica Malibu USD - JAMS Modernization Phase 2, Santa Monica, CA 25G-94 xvii EDUCATION BSEE, Electrical Engineering, Pennsylvania State University REGISTRATION Electrical Engineer, California, E22361 CERTIFICATIONS LEED Accredited Professional PzS INC Lars Hendersn, electrical engineer Lars Henderson has over four years of experience creating electrical designs for the construction industry. Assignments have included educational institutions, commercial fit -outs, municipal sites, and mission critical facilities in the Los Angeles and New York City markets. Electrical service designs, landscape power renovations, and energy efficient lighting upgrades are areas Lars has accomplishments in. Beyond the compliances and routines of designing, it is the client's end goal which Lars strives emphasis towards. 6yg1xi2r0:4Nq;7101►INa County of Los Angeles - Parks Deferred Maintenance Replacements, Los Angeles, CA LA County Internal Services Department - Centro Maravilla Lighting Upgrades, Los Angeles, CA CSU Long Beach - Student Health Services Renovation, Long Beach, CA Loma Linda University - School of Dentistry Facility Renovation, Loma Linda, CA City of Beverly Hills - Beverly Gardens Park Lighting & Power, Beverly Hills, CA City of Encinitas - Standard Pacific Park Lighting and Power, Encinitas, CA CSU Fullerton - Promenade Walk Audio System, Fullerton, CA Long Beach City College - Kinesiology Lab & Aquatic Center, Long Beach, CA Saddleback College - ITC IDF/MDF Power Upgrades, Mission Viejo, CA Mt. San Antonio College - Foothill Transit Center, Walnut, CA Los Angeles Unified School District - King Drew High Gym HVAC & Lighting Replacement, Los Angeles, CA Plenty Farms - Indoor Commercial Farming, San Francisco, CA 25G-95 EDUCATION AS, Computer Aided Drafting, ITT Technical Institute CERTIFICATIONS Certified in Plumbing Design (CPD) Plumbing Design, University of California, Los Angeles PzS INC Eric Gomez, plumbing design engineer Eric Gomez has over 14 years of plumbing design, fire protection and construction experience. His extensive knowledge spans design, drafting, specifications, plan check submittals, cost estimates, inspections and construction administration. Eric has significant expertise in educational, recreational and office facilities. He has designed a comprehensive range of plumbing and fire protection systems such as campus natural gas supply distribution as part of master planning for future expansions on various college and university campuses. Eric has served as project manager and design engineer on various plumbing system design projects with duties encompassing determination of project scope, design criteria, coordination with the client and project team, provision of construction design documents, written construction design specifications, equipment selections, construction cost estimates, construction support and project management. SELECT EXPERIENCE County of Los Angeles - LEED Silver Campus Kilpatrick, Juvenile Detention Center, Malibu, CA City of Costa Mesa - Library ADA Upgrades, Costa Mesa, CA City of Santa Clarita - New LEED Silver Canyon, Community Center, Santa Clarita, CA Santa Ana College - Utility Infrastructure Master Plan, , Santa Ana, CA LA Community College District - Headquarters Building Modernization, Los Angeles, CA Playa Vista Court Park - Retail & Restroom Addition Phase 1, Playa Vista, CA East LA College - LEED Silver Design Bailey Library Renovation, Monterey Park, CA CSU Long Beach - Peterson Hall 2 Renovation, Long Beach. CA CSU Los Angeles - LEED Gold Design Building 12 Renovation, Los Angeles, CA CSU Long Beach - Liberal Arts 2, 3 & 4 LEED Gold, Seismic Retrofit & ADA Upgrades, Long Beach, CA UC Riverside - LEED Gold Student Recreation, Center Expansion & Renovation, Riverside, CA 25G-96 xix EDUCATION BS, Energy Engineering, Pennsylvania State University CERTIFICATIONS ASHRAE PzS INC Andrew Smith mechanical design engineer I energy studies & design Andrew Smith has over five years of experience in mechanical engineering, HVAC consulting and advanced energy analysis. His experience includes new building and renovation projects at university and college campuses, office buildings, athletic facilities and high-performance buildings. Services have ranged from mechanical equipment replacement to new building design and energy and cost analysis studies. Andrew brings a deep understanding and knowledge of passive and hybrid design strategies and how these strategies are employed to integrate with each other while providing cost- effective solutions. Andrew has served as mechanical design engineer and project manager on various HVAC system design projects. His responsibilities entail preliminary project optimization, schematic/conceptual design, construction documents/ drawings, life cycle cost analysis, energy and cost modeling and construction administration services. His project experience ranges from small tenant improvement projects to large building renovations and new building design and net zero operation. SELECT EXPERIENCE County of Los Angeles - LEED Silver Campus Kilpatrick, Juvenile Detention Center. Malibu. CA UCLA- MRL Deep Energy Retrofit 9342, Los Angeles, CA UCLA- MRL BSL3 Lab Study, Los Angeles, CA UCLA- Venice Barry Apartments Renovation, Venice, CA California Institute of Technology - Firestone Laboratory Renovation, Pasadena, CA CSU Fullerton - McCarthy and Dan Black Lab Renovations, Fullerton, CA CSU Long Beach - Dining Plaza HVAC Feasibility Study, Long Beach, CA CSU Long Beach - College of Professional and International Education Net Zero Energy Building, Long Beach, CA CSU Long Beach - Student Health Services Renovation, Long Beach, CA CSU Northridge • Geology Lab Renovation, Northridge, CA • Bookstore Renovation, Northridge, CA • CH3115 Lab Renovation, Northridge, CA 25G-97 EDUCATION MS, Fire Protection Engineering, California Polytechnic State University, San Luis Obispo AS, Fire Protection, Santa Ana College BS, Biological Chemistry, University of Minnesota CERTIFICATIONS CAState Fire Marshal. Fire Prevention Officer ICC Fire Inspector I NFPA Fire Inspector I Fire Prevention Certificate Fire Prevention 1A, 1B, 1C Fire Prevention 2A& 2B Fire Prevention 3A& 3B AFFILIATIONS American Society of Safety Engineer Society Fire Protection Engineer International Code Council Automatic Fire Alarm Association American Fire Sprinkler Association Quang Nguyen fire alarm & fire protection engineer Quang Nguyen has 10 years of fire protection engineering experience on both new and existing facilities throughout California. He has experience in code consulting, fire protection/hazard analyses, designing fire protection engineering systems and performing inspection of fire protection equipment. He has designed sprinkler, fire alarm and smoke control systems for commercial, industrial, healthcare, educational, residential, military, and public/institutional facilities. He has prepared chemical classification packets, code compliance packets, egress analysis report, smoke control rational analysis and negotiated numerous variances. Quang is responsible for the coordination, design, development, written specifications, cost estimates, construction observation, and equipment selection for fire protection engineering projects. He has tested and inspected well over 1,000 sprinkler systems ranging from one sprinkler additions, to 15-story high-rises, to big box warehouses. Quang has experience in water mist fire protection, clean agent fire protection and aqueous film forming agent (AFFF) systems. He has worked for both government and private sector agencies. 6yg1011111111r0:4Wq:7101►N1:11 Federal Drug Administration - Alameda County Fire Alarm Design, Code Compliance, Alameda, CA Fairview Developmental Center, Campus Wide Fire Alarm & Fire, Sprinkler Upgrade, Costa Mesa, CA California Men's Colony - West Campus Underground Upgrade, San Luis Obispo, CA CSU Long Beach - Peterson Hall 2 Flow Test Review, Long Beach, CA CSU Long Beach - Fine Arts 3 Flow Test Review, Long Beach, CA CSU Los Angeles - LEED Gold Design Physical Science, Building Renovation, Los Angeles, CA Sacramento State University - Ernest E. Tschannen Science, Complex Fire Alarm Design, Sacramento, CA El Camino College -Administration Building, Torrance, CA P" INC 25G-98 xxi EDUCATION BA, Communications, CSU Fullerton CERTIFICATIONS Registered Communications Distribution Designer AFFILIATIONS BICSI Pzs INC 2MW igIDT iIaIT,IN 1 senior technology consultant Karl von der Linden brings over 20 years of experience from the communications technology and construction industries, along with extensive knowledge of education, workplace and critical facilities programming, project management, infrastructure design and construction oversight. He has proven experience at integrating technology systems requirements with facilities design and demonstrates this on projects ranging in scope and scale from 10,000 SF to nearly 1 million SF in size. Karl is a designer and project manager working where technology and the built environment meet. He possesses an in-depth knowledge of IT & Low Voltage systems integrators and is familiar with multiple project delivery and procurement methods, including: design -bid - build, design -build and CMAS/GSA agreements. Karl is experienced representing clients on a wide range of challenging projects and leading project teams from initial programming and budgeting through construction and final acceptance. He has knowledge of communications cabling design for data center/critical spaces, outside plant solutions, lab spaces, higher education spaces, corporate office spaces and medical spaces. His systems knowledge includes data network, server/storage, wireless (WiFi, DAS), CATV, access control, video surveillance and audiovisual systems. SELECT EXPERIENCE County of San Bernardino - Inland Regional Center HQ Building, Telecom Design, San Bernardino, CA City of Lake Forest - Civic Center Technology Design & Project Management, Lake Forest, CA City of Westminster - City Yard and Police Facility, Westminster. CA City of El Segundo - Site Inspection of Fiber Installation, El Segundo, CA City of Temecula - Civic Center Technology Systems, Design and Project Management, Temecula, CA City of Beverly Hills - IT Department Technology, Infrastructure Upgrade, Beverly Hills, CA City of Alhambra - Alhambra City Hall Access Controls and CCTV Alhambra, CA CSU Long Beach • Peterson Hall 2 Renovation & Feasibility Study, Long Beach, CA 25G-99 EDUCATION B.S. Construction Management Cal Poly, San Luis Obispo CERTIFICATIONS Certified Estimating Professional AACEI Lifetime Certified Professional Estimator ASPE Construction Control Professional NACA LEED Accredited Professional USGBC OC John Mauk, LCPE, CCP I FF_ L) AP estimating manager John Mauk has more than 30 years of cost estimating experience. Throughout the 19 years he has worked at the firm, John had led the team on contracts with municipal agencies throughout the nation. He is accustomed to the on -call nature of the work and has County of Los Angeles experience that goes back more than 15 years. John's experience includes JOC review / analyst, change order analysis, preparing budgets, cost estimating, value engineering, constructability review and claims analysis and negotiation. With regard to estimating, John has provided estimates at all levels of design, from conceptual through construction documents. SELECT EXPERIENCE County of LA- Rancho Los Amigos South Campus • John is providing project engineering oversight and cost estimating services on the Rancho Los Amigos South Campus project located in the City of Downey that encompasses approximately 73 acres. County of LA, DPW - On -Call Cost Estimating Services • John is the Project Executive on this contract, overseeing our services for the County including cost estimating at the schematic and design development stage as well as value engineering the costs to help the design stay within the County's budget. Port of Long Beach - On -Call Cost Estimating/Cost Engineering Services Port of Los Angeles - On -Call Cost Estimating Services City of Orange: Metrolink Parking Structures County of Orange: Los Alamitos Library; OC Animal Care Facility; Public Works Gates Building HVAC Renovation; Silverado School Conversion: Zoo Kitchen Remodel OC Parks: Wagon Wheel Creek Restoration Orange County Flood Control District: Headquarters Relocation OCPW: Air Intake Building 11; Archive Department; Central Utility Facility; Office Remodel Orange County Sheriff Department: RNSP Tenant Improvement 25i8,Pof RT Shelters & Bus Maintenance Facility V V V xxiii UNDERSTANDING OF NEED Philosophy Experience Resources LISTENING WITH ALASER FOCUS TO UNDERSTAND YOUR NEEDS While we share our knowledge and experience, first, we listen to understand your needs and sharpen our attention to focus in on your goals. What we learn from you sparks our creative problem solving. We have a 110% commitment to deliver the design solutions that are best suited for your profram and your vision. CLIENT SERVICE Principals play a key role in understanding your needs and stay involved throughout the life of your projects. To address client satisfaction from day one, our Principal -in -Charge, Sima Hassani, will have a key role in developing an initial understanding of your expectations. She will periodically meet with you to develop a "scorecard" of our team performance against your expectations and make the necessary changes if required to not only meet but exceed your expectations. INCORPORATING LESSONS LEARNED INTO BEST PRACTICES We have over 31 years of experience providing on -call services to public agencies. Importantly, we promote an internal culture of collaboration, mentorship and knowledge - sharing so lessons learned are passed onto others and incorporated in to best practices and future projects. THOROUGH UNDERSTANDING OF CODE REQUIREMENTS & RAPPORT WITH PUBLIC AGENCIES We have over 25 years of experience with ADA, Fire+Life Safety, DSA, Health, Title 24 and other local code requirements necessary to deliver projects of all types and sizes. As a relationship - based organization, our collaborative efforts with State Fire Marshal, Health Department and other public agencies are based on trust and respect, to ensure timely submittal and approval processes for your projects. AGILE AND VERSATILE RESOURCES Our "rapid -response" experience profoundly influences how we partner with all our clients: we listen carefully; we deploy our resources with great agility, versatility, and timeliness, anticipating unforeseen conditions; we are code experts; and offer deep experience with a wide range of technical consultants; and we consistently deliver results that exceed expectations. SINGLE POINT OF CONTACT AND CONTINUITYOF PROJECT MANAGEMENT We dedicate a single Program Manager to serve as the primary liaison to the City in addition to multiple Project Managers who are committed to the life of their projects from programming through design and construction. We carefully select and assign team members to each project, aligning client goals and project needs with staff availability and expertise. Extensive On -Call Experience: Projects for on -call clients have been a significant portion of our work over the last 31 years. We are presently working with 18 public clients as their on -call architects. 25G-101 31 Years serving public works clients Public works projects in California RELEVANT PROJECT EXPERIENCE Summary of Relevant Projects City of Carson • Carson Transit Center City of Compton • Compton Community Center City of Corona • Corona Health Center Office Building City of Downey • Downey Aviation Museum & Community Center • Downey Fire Station #1 - #4 • Downey Civic Center City of Irvine • Hangar 244, Great Park • Train Station Office Tenant Improvements & ADA Upgrades City of La Puente • Gymnasium City of Long Beach • Airport Administrative Offices • Looff Cupola Reuse Study • Rainbow Lagoon Visioning • Belmont Pier Visioning Study City of Lynwood • Lynwood Fire Station #1 & 2 • Lynwood City Hall & Civic Center • Lynwood Children's Center City of Santa Ana • Wilshire HeadStart School • Children's Center City of Tustin • Urban Development Planning County of Orange • Human Resources Office Tenant Improvements, Santa Ana, CA • West Orange County Probation Department Office Building Renovation, Westminster, CA • Orange County Assessor's Office Tenant ImprovemeN ' 4/02 CA • Heritage Park Library Remodel, Irvine, CA • Health Care Agency Office Tenant Improvements, Santa Ana, CA • Real Estate Development Group Office Tenant Improvement, Santa Ana, CA • Homeless Shelter Renovation, Santa Ana. CA County of Riverside • Mead Valley Library, Riverside, CA • Highgrove Library, Highgrove, CA • Riverside Offices of Public District Attorney CAC, Indio, CA • Riverside Offices of Public Defenders, Indio, CA • Transportation Land Management Agency, Tenant Improvement of 6 floors, Riverside and Indio, CA • County Administration Center & Law Library Renovation, Indio, CA • County of Riverside Treasurer & Tax Collector's Office, Riverside, CA • County of Riverside Civic Center, Riverside, CA • Fire Marshal Offices, Indio, CA • Riverside County Regional Medical Center Operation, Murrieta, CA • Department of Public Services, Cathedral City, Murrieta and Riverside, CA • Human Resources, County Administrative Building, Riverside, CA • County of Riverside Administration Building, Remodeling of 6 Floors, Riverside, CA County of San Bernardino • Frank Bland Regional Training Center County of San Diego • On -call Architectural Services at City Airports (Montgomery and Brown Fields) 6 Orange County Fire Authority • On -call Architectural Services Orange County Transportation Authority (OCTA) • Fullerton Park and Ride Minor Rehabilitation Riverside University Health System • Moreno Valley Medical Center - Women's Center Entry • Moreno Valley Medical Center - Medical Mall • Moreno Valley Medical Center - Cafeterias • Moreno Valley Medical Center - Medical Library • Corona Care Center • Jurupa Care Center • Moreno Valley Care Center San Diego County Regional Airport Authority • Southwest Airlines/TSA T1 E & T2E Baggage Screening Replacement • SDIA Rental Car Center Car Wash Blowers • Ground Transportation Equipment and Security Upgrade • Rental Car Center, Bus and Taxi Offices and Break Room New Building �: • Terminal 1 Tenant Improvements and Upgrades, including: Common Use Passenger Processing (CUPPS) Equipment and Kiosk, New Gate Podiums, New Ticket Counters, and New Flooring Materials San Diego International Airport I South • Terminal 2 Tenant Improvements and Upgrades, including: CUPPS Equipment and Upgrades, New Gate Podiums, New Ticket Counters, New Lighting at Restrooms and Ticket Areas, Demolition of former airline club, New Restroom Facilities, and Back of House Upgrades to finishes • Terminal T1 and T2W Electrical Seating Upgrade Superior Courts of California • Riverside County - 5 Courthouses, Banning Justice Center; Larson Justice Center & Southwest Justice Center %AD 25G-103 LIST OF PROJECTS '" CLIENT PROJECT DESCRIPTION /YEAR COMPLETED WW CONTACT PERSON County of 300,000 sf Chris Taylor developed a plan Andy Moey, Deputy Director PMD 1, Los Angeles, to remodel the headquarters including the LA County Public Works, Department of basement, a campus parking master plan and a 626.513.6763 Public Works' new wellness garden. Value: $83M. Completed: amoey@dpw.lacounty.gov, In Progress. Jeff Wasserman, CPPO, C.P.M. Eastern Municipal Master Plan Tenant Improvement 200,000 1 Purchasing Manager, Eastern Water District, sf District Corporate office and maintenance Municipal Water District 2270 Trumble District Corporate areas. Value: $22M. Completed: In Progress. Road, Perris, CA Office' 951.928.3777, ext. 6225 wassermj@emwd.org Programming & Master Planning Fire Stations #1, #2, #3, #4. 23,000 existing sf to which John Oskoui, we are adding 13,000 sf - renovations and Assistant City Manager City of Downey construction of four fire stations (35,814 949.350.9225 so. Services: Facility Assessments, Master joskoui@downeyca.org Planning, Architecture, Interior Design. Value: $14M. Completed: 2018 Fire Station #1: 13,139 sf renovation and new construction. Services: Architecture and Interior Design. Value: $4.61M. Completed: 2019. Fire Station #2: 6,791 sf renovation and new construction. Services: Architecture and Interior Design. Value: $2.81M. Completed: 2020 (Est) John Oskoui, Assistant City Manager City of Downey 949.350.9225 Fire Station #3: 8,191 sf renovation and new joskoui@downeyca.org construction. Services: Architecture and Interior Design. Value: $3.31M. Completed: In Progress Fire Station #4: 7,693 sf renovation and new construction. Services: Architecture and Interior Design. Value: $2.91M. Completed: Looff Cupola Reuse Study: study of alternative reuse possibilities and sites for the Looff Cupola, an historic artifact that was Joshua Hickman, City Long the finial element of a roof that covered the Program Manager Public Works Beachh Pike Amusement Park carousel. This project 562.570.5714 is completed. Rainbow Lagoon Visioning: Joshua.hickman@longbeach.gov consensus based -visioning process to imagine future uses for Rainbow Lagoon, a "forgotten" 12-acre park and water -body (continued..) 2 5 Gf-li(,4xperience of Westgroup Team Member while at a previous firm. 8 PROJECTCLIENT • /YEAR COMPLETED CONTACTPERSON adjacent to the Convention Center, Arena, and Hyatt Hotel. Our work involved facilitation of multiple stake- holder and community workshops. Belmont Pier Visioning: Based on our work for Rainbow Lagoon, Joshua Hickman, the City of Long Beach requested WD to conduct Program Manager Public City of Long a similar study for Belmont Pier. Blue Car Re -Use Works Beach Study: The objectives of this project is to find out 562.570.5714 (continued) possible reuse concepts for the Blue Car, to tie in the josh ua.hickman@longbeach. reuse concepts with the surroundings and to preserve the historic value of the Blue Car. It is currently located 9ov in Downtown Long Beach surrounded by financial buildings, hotels, office buildings and coffee shops. Value: $500K (WD's fee). Bridges at Kraemer Place: WD provided architecture, planning, and interior design services to renovate an existing industrial concrete tilt -up structure Michael T. Smith and redesign its 1.87-acre site into a 24,000 sf Section Manager, OC comprehensive facility that serves as a pathway out of Facilities & Real Estate Orange homelessness. The project provides a temporary home Services County Public for 200 individuals with broad support spaces, including 714.412.1757 Works restrooms, showers, lockers, laundry, kitchen, dining mike.smith@ocpw.ocgov.com hall, computer lab, multi -service conference rooms, in -take and reception area, administration suite, and a complete medical clinic with reception, pharmacy, nurses stations, lab, and three exam rooms. Value: $31M. Completed: 2018. Downey Civic Center: Improvements to the Downey John Oskoui, Assistant City City of Civic Center. Services: Space Planning, Interior Manager Downey Design, Architecture. Value: $4.21M. Completed: 2020 949.350.9225 joskoui@downeyca.org Urban Development Planning & Design: 21.7-acre John Buchanan urban development planning and design. Services: Director of Economic City of Tustin Planning, Feasibility Study, Architectural Design. Value: Development $N/A. Completed: 2017 714.573.3117 JBuchanan@tustinca.org Frank Bland Regional Training Center: 3.5 acre campus master plan update 10,500 sf renovation Terry Thompson & new construction. Renovations to the existing Director of Real Estate San building consist of upgrades to the gymnasium, Services Bernardino classrooms, offices and conference rooms. Expansion 5104 County efforts include the addition of a 3,500 sf building with ter90ry.tho @res. additional classroom and office space, enclosures to sbcounty.gov sbcoth ty.gov seamlessly connect the two building functions and new entry areas for the training center. %AD Additional rAdntalgJect imagery on following pages. EXECUTIVE SUMMARY INCREMENTS 3D DIAGRAM INCREMENi6 INCREMENi3 IS dik County of Los Angeles Department of Public Works* Our Lead Froject Manager and Principal Chris Taylor, has hands-on experience with your building, giving him in-depth expertise for this project and next steps. He developed a plan to remodel the headquarters including the basement, a campus parking master plan and a new wellness garden. CLIENT County of Los Angeles LOCATION Los Angeles, CA SCOPE 300,000 sf SERVICES Planning, Architecture, Interior Design CLIENT REFERENCE Andy Moey, Deputy Director PMD 1, LA County Public Works amoey@dpw.lacounty.gov 626.513.6763 25 V t107nal experience of Chris Taylor while at a previous firm. 11 QUICK FACTS Chris Taylor completed the master plan of all the work areas at the main office in Perris CA. The goal for the project was to move 60 plus employees back to the main office from a remote site and plan for future growth for the next 5-10 years. This master plan included: • A complete MP&E evaluation • An ADA assessment • Developing furniture standards • A complete evaluation and layout for all office areas in the main office and all yard offices at the main facility • On line Questionnaires and meetings with all departments to determine future growth and ideal adjacencies • Move management planning • Construction phasing • Cost estimating The final report showed: • We could achieve the future growth plans projected by EMWD without building new facilities and the could sell the call center site. For - The project achieve a more open office plan with more employee amenities. - The transition to a more paperless storage system by the records group help gain additional area - Capturing un-used areas in the building and the yard building to increase usable building areas - More efficient office configurations and areas created additional capacity - Office and work station standards created more consistency between employees and allowed for greater planning efficiencies. - New work environment should attract additional younger future employees all MIA WA WA �� 1 Eastern Municipal Water District District Corporate Office* Master Flan Tenant Improvement 200,000 sf District Corporate office and maintenance areas. CLIENT SERVICES Eastern Municipal Master Planning Water District ' LOCATION CLIENT REFERENCE Jeff Wasserman, CPPO, C.P.M. Perris, CA Purchasing Manager SCOPE Eastern Municipal Water District 200,000 sf 2270 Trumble Road, Perris, CA (951) 928-3777, ext. 6225 wassermj@emwd.org 25G-109 ,3 i Indio Law Building When it came to the Indio Law Building, we knew that what mattered the most would be the people it serves. Our objective was clear to create an environment efficient and timeless enough to endure for its community. CLIENT CLIENT REFERENCE County of Riverside Steven Gilbert, Principal Real Estate Property, LOCATION 951.544.9621 Riverside, CA sdgilbert@rivcoeda.org 4050 Main St, Riverside, SCOPE CA 92501 90,400 sf new construction SERVICES Interior Design & FF&E 25G-110 kwn swum -1110111111IM11, imp, ' i yy Q .ter! f f Completed four months ahead of schedule and $2 million under budget, the project received LEED Platinum Certification. Our contribution resulted in a timeless, professional and efficient building ready to address the needs of county employees as well as new patrons and residents. REFERENCES 1 CITY OF DOWNEY 22 Years serving Assistant Manager 8 Projects to -date 2 OC PUBLIC WORKS 6 Years serving as an on -call Architect 7 Projects to -date 3 COUNTY OF RIVERSIDE 20 Years serving as an on -call Architect 70+ Projects to -date REFERENCE REFERENCE REFERENCE John Oskoui, Michael T. Smith Rebecca McCray, Assistant Manager Section Manager, Supervising Project City of Downey OC Manager joskoui@downeyca. Facilities & Real County of Riverside org Estate Services Economic 562.904.7284 mike.smith@ocpw. Development ocgov.com Agency Design and SELECT 714.412.1757 Construction PROJECTS RMcCray@rivcoeda. Columbia Memorial SELECT org 951.955.8764 Space Center & PROJECTS Aviation Museum OC Homeless SELECT Downey Community Shelter - Bridges at PROJECTS Center Kraemer Place Mead Valley Library Downey Park ADA Health Care Agency Highgrove Library Upgrades Office Feasibility Riverside Historic Study & Building Court House of Fire Stations #1 Renovation California Fire Stations #2 H R Office Renovation Riverside Offices Fire Stations #3 of Public District Fire Stations #4 West OC Probation Attorney CAC Office/Renovation Downey Civic Center Real Estate Offices, Media Room Renovation Heritage Park Library Remodel %AD 25G-112 scope of services & schedule -mow ., STATI0 - pity of Downey, Fire Station #3, Downey CA SCOPE OF SERV Site Analysis CES WD will perform site analysis during initial design work. This may include site visits, photographs, analysis of existing space(s), meetings with various City departments to discuss specific space requirements. Conceptual Layouts/Space Planning WD will prepare alternative preliminary space layouts, including engineering details and engineering calculations, and estimates of probable costs for each alternative. Present information to the City along with a written response of the advantages and disadvantages of each alternative plan taking into consideration operational, programmatic, adjacency needs and appropriate design standards. Permits/City Approvals (City as regulatory agency) Assist City departments in obtaining entitlements, permits and other City approvals, as required. Architectural, Interior Design, and Engineering Services Provide architectural, structural, mechanical and electrical engineering services and cost estimating services during the schematic design, design development and construction document phases. Work products shall include engineering details, engineering calculations, architectural plans, and elevations, material specifications, cost estimate, and final plans and specifications. Prior to acceptance of design, Consultant is to prepare a summary report detailing the effort of utility coordination, IT coordination, and due diligence for the City's review and acceptance. Third -party cost estimate and constructability review may be included in the design effort at the City's request. 1. Schematic Design: Develop schematic design site plan drawings illustrating the scale and relationship of project components. 2. Design Development: Prepare design development package consisting of: a) Drawings and other documents that outline repairs or solutions and describe the size and character of the project with respect to architectural, interior, structural, mechanical and electrical systems b) Materials and samples c) Other required elements based on the approved schematic design documents. Designs must comply with the current Building codes and any other City requirements. Additional site visits and coordination with City departments will be required to ensure that design development meets the department's needs. 3. Construction Documents: WD will prepare construction documents consisting of plans and specifications, calculations, and cost estimates setting forth in detail the requirements for the construction of the project based on the approved schematic design and design development documents. The construction documents will include, but not limited to: plans, details, and specifications for structural, electrical, mechanical, plumbing, ADA requirements, parking, and landscaping; all fully coordinated with the architectural design. Plans will include recommendations for green building standards and sustainable development to reduce costs, improve the health of building occupants, and reduce the negative impacts to the environment. A refined cost estimate based on the final construction documents shall also be prepared. There shall be no additional costs due to revisions of the drawings to bring the %AD 25G-115 design up to code compliance. WD will assist the City departments in obtaining reviews and approvals from applicable public agencies for design reviews, plan checks, and permits. WD will assist the City in obtaining all required permits, reports, and other information to bid the project. The City will pay all permit fees. WD will provide continued communication and feedback with various City personnel throughout the process to provide a cost-effective and quality design that meets the needs of the client department(s). Post Design Services At the City's sole discretion, WD will assist the City Department(s) with the following services. 1. Bidding a) Preparing bid documents and packages b) Answering bidder's questions c) Scheduling and attending pre -bid conferences and job/site walks d) Preparing bid addenda e) Preparing bid analyses and reviewing and responding to bidders' submittals, such as shop drawings, product data, samples and proposed equivalent products and materials. 2. Construction and Construction Management a) Prepare "as -built" drawings, in current CAD format, as required b) Visit construction site as needed to monitor quality of the work and resolve construction issues. c) Assist engineer, consultant and inspector with interpretation of the following: • Analysis of change conditions • Development of corrective actions • Review of shop drawings and other submittals • Review, negotiation and preparation of change orders d) Manage the construction phase and coordinate construction meetings to ensure the project is completed on time and within budget. • Provide weekly estimates of percent of work completed • Approve vendor invoices for submittal to the City. Move Management Services At the City's sole discretion, WD will assist the City Department(s) with the following services. • Survey all existing items to relocate. • Meet with client and the client's furniture vendor to verify the placement of all items for move. • Third party/peer review of architectural plan(s). • Prepare move plans to show numbering system for ease of labeling boxes and items to move. • Prepare "move in" sketches for mover use, showing office and common area layouts. • Coordinate with the City's Telecommunication Services and instruct staff in preparing for the move. • Coordinate and closely supervise move labor. • Be responsible for all post -move follow-up. Special Services • Complete the State of California ADA surveys. • Provide value engineering services upon request. • Plans and specifications �+ omplete LEED Certification documentation 2•5G-11pon request. 18 Y OF � av a I N ss' tl tl u. 'dWo O� 3 s ma 25G-117 fee proposal Westgroup Designs saved us over $1.5 million dollars construction cost while fast -tracking delivery for our 130,000 sf LEED Platinum office building four months ahead of schedule... but more importantly, the building allowed us to keep Google as our valued tenant. None of the other firms we worked with before could commit to doing that on our time -table and budget" - Scholle Development and Dorn-Platz t 25G-120 fee proposal The fee proposal has beery submitted separately and electronically in the Cost File section of the PlanetBids system, clearly marked "Fee Proposal' including all information as requested. 25G-121 XXvil certifications attachments 3-1 3-2 & 3-3 *tF JrAA£:f _ Cb "IF K*:V. Riverwalk Phase V, Riverside, CA certifications Attachment 3-1 Non -Collusion Affidavit Appendix ATTACHMENT 3 CERTIFICATIONS NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) In conformance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived, or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any other BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non -collusion Affidavit is part of the Proposal. BIDDERS are cautioned that making a false certification may subject the certifier to criminal prosecution. Signed State of California County of Orange Subscribed and sworn to (or affirmed) before me on this 20 day of April 2020, by PariSima Hassani , proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me N/A Notary Public Signature Notary Public Seal As per Addendum #1 dated April 14, 2020 this form in not signed by a notary but by our CEO + Managing Principal, PariSima Hassani. City of Santa Ana RFP 20-040 29- 424 32 Attachment 3-2 Non -Lobbying Certification NON -LOBBYING CERTIFICATION The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities," in conformance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such subrecipients shall certify and disclose accordingly. 0 Signed: Title: CEO + Managing Principal Firm: Westgroup Designs, Inc. Date: 04/20/2020 %AD 25G-125 Attachment 3-3 Non -Discrimination Certification NON-DISCRIMINATION CERTIFICATION The undersigned Contractor or corporate officer, during the performance of this contract, certifies as follows: The Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Contractor shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Contractor shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Contractor shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Contractor's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. City of Santa Ana RFP 20-040 256-426 34 The Contractor shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Contractor becomes involved in, or is threatened with, litigation with a subContractor or Contractor as a result of such direction by the administering agency, the Contractor may request that the United States enter into such litigation to protect the interests of the United States. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, no discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any Contractor of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter. 0 Signed: Title: CEO + Managing Principal Firm: Westgroup Designs, Inc. Date: 04/20/2020 City of Santa Ana RFP 20-040 Page A3-4 100 25G-127 ., w 25G-128 III �ouP des�9 westgroupdesigns.com architecture . planning . interior design . branding OC 949.250.0880 LA 323.999.5081 web westgroupdesigns.com 25 -129A CITY OF SANTA ANA Santa Ana Public Works Agency Request for Proposal for Space Planning and Architectural Consulting Services RFP No: 20-040 April 20, 2020 FEE PROPOSAL 25G-130 lewis schoeplein lewis sch©eplein architects 11523% picoblvd la ca 90064 ::-UO t 310.231.0333 f www.l ewi55choeplein.com FEE PROPOSAL Schedule of Hourly Rates Architect (Lewis I Schoeplein architects) Principal $225/hr Project Architect $180 Project Manager $150 Designer 1 $130 Designer 11 $110 Administrative Services $75 Structural Engineer (John Labib & Associates Principal $250/hr Project Manager $195 Project Engineer $175 CAD Operator $120 Clerical $75 MEP Engineer (Simon Wone & Associates Principal $200/hr Mechanical Engineer $150 Electrical Engineer $150 Mechanical Designer $125 Electrical Designer $125 Landscape Architecture (Office of the Designed Landscape Principal $175 / hr Project Manager $125 Project Landscape Arch $125 Design Staff $75 LEED / Sustainable Design (Gaia Development Principal $210/hr Associate Principal $195 Sr. Project Mgr/Engineer $185 Project Manager $165 Assistant Project Manager $145 Admin $125 Lewis(Schoeplein architects RFP No 20-040 City of Santa Ana page 1 of 2 25G-131 Construction Cost Estimatine (CP O'Halloran Associates Principal $215/hr Associate $165 Senior Estimator $135 Assistant Estimator $115 Specifications (AWC I West) Principal $176/hr Lewis(Schoeplein architects RFP No 20-040 City of Santa Ana page 2 of 2 25G-132 =0001101110 AGREEMENT TO PROVIDE ON -CALL SPACE PLANNING AND ARCHITECTURAL CONSULTING SERVICES THIS AGREEMENT is made and entered into this 17th day of November, 2020 by and between Gensler ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On March 30, 2020, the City issued Request for Proposal No. 20-040, by which it sought qualified consultants to provide on -call space planning and architectural consulting services for the City's Public Works Agency. B. Consultant submitted a responsive proposal that was among those selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 20-040. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES On an on -call basis, and at the City's sole discretion, Consultant shall perform the services described in the scope of work that was included in RFP No. 20-040, which is attached as Exhibit A, and as more specifically delineated in Consultant's proposal, which is attached as Exhibit B and incorporated in full. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit B. Consultant is one of ten (10) consultants selected to provide services on an on -call basis under REP No. 20-040. The total annual compensation for these services provided by all such consultants selected under REP No. 20-040 shall not exceed the shared aggregate amount of $300,000 during the term of the Agreement, including any extension periods. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of 20dprlt33 performance set forth in the Recitals and Scope of Work, which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on November 16, 2023, unless terminated earlier in accordance with Section 17, below. The term of this Agreement may be extended for two 1-year periods upon a writing executed by the City Manager and City Attorney. 4. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. Ifthe services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to Bally comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONSULTANT Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents 25,P71t34 & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subconsultants, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. hi accordance with the California Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be cancelled 20,P, 35 or reduced in coverage or changed in any other material aspect, by Consultant, without thirty (30) days prior written notice to the City. (iv) Consultant shall supply City with a fully executed additional insured endorsement. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, Consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant or its subconsultants, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 20dPzat3s 10. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 11. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) 20,P;at37 P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: (714) 647-6956 Executive Director Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, CA 92702 To Consultant: Gensler 4675 MacArthur Court, Suite 100 Newport Beach, CA 92660 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these timeframes, weekends, federal, state, County or City holidays shall be excluded. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the' City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Consultants retained by City. 20dPsat3s 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. TERNIINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 18. NON-DISCRIA/HNATION Consultant shall not discriminate because of race, color, creed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 19. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties farther agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 20. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of 25dP7a49 Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 21. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: DAISY GOMEZ Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By: /tom. -f�L JOHN M. FUNK Sr. Assistant City Attorney RECOMMENDED FOR APPROVAL NABIL SABA, PE Executive Director Public Works Agency CITY OF SANTA ANA KRISTINE RIDGE City Manager CONSULTANT Name: Anne Bretana Title: Principal, Co -Managing Director 25,90,40 EXHIBIT A Appendix ATTACHMENT SCOPE OF WORK CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR SPACE PLANNING AND ARCHITECTURAL SERVICES RFP NO.: 20-040 Introduction and Background: The City of Santa Ana intends to retain Space Planning and Architectural Services on an as -needed or "on -call' basis. A Professional Services Agreement will be entered into with several of the qualified firms/consultant(s) to provide space planning and architectural services for a variety of projects on an on -call basis. Areas of responsibility shall include architectural, space planning, structural, construction management, mechanical and electrical engineering, ADA survey, and move management services. On an on -call, as -needed basis, the selected firm(s) may be asked to provide professional services on specific, project -by -project basis, based on an agreed -upon scope of services and fees. All proposals, plans, drawings, specifications, estimates, grant applications, and/or studies will be subject to the final approval and satisfaction of the City of Santa Ana. The architects and engineers in the firm must be licensed and legally qualified in the State of California to practice the work for which consideration is requested. Selected firm(s) shall have the necessary qualifications and experience to provide space -planning, architectural, and engineering consulting services to the City. Services may involve all or some of the phases of project development and shall include, but not necessarily be limited to, the following activities: Site Analvsis Perform site analysis during initial design work. This may include site visits, photographs, analysis of existing space(s), meetings with various City departments to discuss specific space requirements. Conceptual Lavouts/Space Planning Prepare alternative preliminary space layouts, including engineering details and engineering calculations, and estimates of probable costs for each alternative. Present information to the City along with a written response of the advantages and disadvantages of each alternative plan taking into consideration operational, programmatic, adjacency needs and appropriate design standards. Permits/City Approvals (City as regulatory agency) Assist City departments in obtaining entitlements, permits and other City approvals, as required. Architectural, Interior Design, and Engineering Services Provide architectural, structural, mechanical and electrical engineering services and cost City IG&! estimating services during the schematic design, design development and construction document phases. Work products shall include engineering details, engineering calculations, architectural plans, and elevations, material specifications, cost estimate, and final plans and specifications. Prior to acceptance of design, Consultant is to prepare a summary report detailing the effort of utility coordination, IT coordination, and due diligence for the City's review and acceptance. Third -party cost estimate and constructability review may be included in the design effort at the City's request. 1. Schematic Design: Develop schematic design site plan drawings illustrating the scale and relationship of project components. 2. Design Development: Prepare design development package consisting of: a) Drawings and other documents that outline repairs or solutions and describe the size and character of the project with respect to architectural, interior, structural, mechanical and electrical systems b) Materials and samples c) Other required elements based on the approved schematic design documents. Designs must comply with the current Building codes and any other City requirements. Additional site visits and coordination with City departments will be required to ensure that design development meets the department's needs. 3. Construction Documents: Prepare construction documents consisting of plans and specifications, calculations, and cost estimates setting forth in detail the requirements for the construction of the project based on the approved schematic design and design development documents. The construction documents will include, but not limited to: plans, details, and specifications for structural, electrical, mechanical, plumbing, ADA requirements, parking, and landscaping; all fully coordinated with the architectural design. Plans should include recommendations for green building standards and sustainable development to reduce costs, improve the health of building occupants, and reduce the negative impacts to the environment. A refined cost estimate based on the final construction documents shall also be prepared. There shall be no additional costs due to revisions of the drawings to bring the design up to code compliance. Assist the City departments in obtaining reviews and approvals from applicable public agencies for design reviews, plan checks, and permits. Assist the City in obtaining all required permits, reports, and other information to bid the project. The City will pay all permit fees. The Consultant shall be required to provide continued communication and feedback with various City personnel throughout the process to provide a cost-effective and quality design that meets the needs of the client department(s). Post Design Services At the City's sole discretion, assist the City Department(s) with the following services. 1. Bidding a) Preparing bid documents and packages b) Answering bidder's questions City UAI c) Scheduling and attending pre -bid conferences and job/site walks d) Preparing bid addenda e) Preparing bid analyses and reviewing and responding to bidders' submittals, such as shop drawings, product data, samples and proposed equivalent products and materials. 2. Construction and Construction Management a) Prepare "as -built" drawings, in current CAD format, as required b) Visit construction site as needed to monitor quality of the work and resolve construction issues. c) Assist engineer, consultant and inspector with interpretation of the following: • Plans and specifications • Analysis of change conditions • Development of corrective actions • Review of shop drawings and other submittals • Review, negotiation and preparation of change orders d) Manage the construction phase and coordinate construction meetings to ensure the project is completed on time and within budget. • Provide weekly estimates of percent of work completed • Approve vendor invoices for submittal to the City. Move Management Services At the City's sole discretion, assist the City Department(s) with the following services. • Survey all existing items to relocate. • Meet with client and the client's furniture vendor to verify the placement of all items for move. • Third party/peer review of architectural plan(s). • Prepare move plans to show numbering system for ease of labeling boxes and items to move. • Prepare "move in" sketches for mover use, showing office and common area layouts. • Coordinate with the City's Telecommunication Services and instruct staff in preparing for the move. • Coordinate and closely supervise move labor. • Be responsible for all post -move follow-up. Special Services • Complete the State of California ADA surveys. • Provide value engineering services upon request. • Complete LEED Certification documentation upon request. Plans and Documents All plans and other documents prepared by the Consultant on behalf of the City shall become sole property of the City. All documents and files must comply with current requirements set forth by the various entities for record retention. Fee Proposal: In addition to Section III.B.3 (Submittal Requirements: Fee Proposal) fee schedule shall be structured as follows: City UAI The fee proposal shall include the firm's standard hourly fee schedule, and/or project fee schedule where applicable and as outlined in this document. A list of all positions and hourly rates required to perform the services described herein. A more detailed scope of work will be provided when/if a specific project proposal is requested of a consultant. Other Terms and Conditions: 1. The project will be implemented in compliance with the City of Santa Ana's policies, as well as Prevailing Wages and State/Federal Requirements. 2. The City regards the inclusion of California based designs, engineering, and construction professionals, facilities, and services as part of the Team to be highly desirable, but not mandatory. 3. The City reserves the right to amend this Request for Proposal by addendum prior to the final dates of submission. 4. All reports, proposals, or other data or materials which are submitted shall become the sole property of the City of Santa Ana with the exception of the confidential Financial Capacity information and sealed fee proposals which will be returned to all proposers after award of contract to the selected Proposer. 5. All products used or developed in the execution of any contract resulting from this request will remain in the public domain at the completion of this project. 6. The City has an affirmative action program. The purpose of the affirmative action program is to encourage certified minority business enterprises and women business enterprises. All submitting firms must have established affirmative action programs approvable by the City. During the RFP stage, all firms will need to complete a "Certification of Non -Discrimination by Contractors" for each firm on their team. City UAI SA In i • �...., f .r� .. J i a Gensler 4675 MacArthur Court, Suite 100 Newport Beach, CA 92660 USA April 20, 2020 City of Santa Ana Attn: Gabriela P. Lomeli Public Works Agency; M-22 20 Civic Center Plaza, Ross Annex Santa Ana, CA 92701 Tel 949.863.9434 Cover Letter & Contract Agreement Statement Subject: RFP 20-040 - Space Planning and Architectural Consultant Services Good afternoon, On behalf of Gensler, I am pleased to present our 2020 Consultant Team response to your Request for Proposal No.20-040 for Space Planning and Architectural Consultant Services. We are proud of our on -call partnerships with various city and county agencies and will bring that same dedication, commitment, and proven experience to the City of Santa Ana. In our proposal you will find our relevant experience, our proposed project team resumes, and our design engineering consultant teams. This proposal is valid for (90) days. Creative Solutions Gensler has a proven track record in providing innovative design solutions with exceptional service. We strive to make each assignment the next benchmark for outstanding design that improves our client's business performance. Only by maintaining our focus on innovation, relevance and creativity are we able to deliver the quality of design that has come to define us. Relevant Experience We bring both creativity and discipline to our design. Gensler has extensive expertise in the design and renovation of projects of all sizes, scopes and budgets. We have completed projects from small tenant improvements, value -based designs such as City of San Clemente's Community Development remodel, ultra -creative tech spaces for Zillow Group in Irvine, all the way to the design of Broadcom's Irvine campus. Through our work, we've learned that the key to a successful workplace project is working collaboratively with our client to identify a vision that will tell their story and drive design performance. Contract Agreement Statement We have done a preliminary review of the proposed agreement. While there are a few revisions that Gensler would like to discuss, the agreement provides a very reasonable basis for negotiation. Sincerely, Chip Williams, LEED AP Principal I Co -Managing Director 25G-146 Firm & Team Experience About Gensler Gensler is a global architecture, design, and planning firm with 50 locations and more than 6,000 professionals networked across Asia, Europe, Australia, the Middle East, and the Americas. Founded in 1965, the firm serves more than 3,500 active clients in virtually every industry. Gensler designers strive to make the places people live, work, and play more inspiring, more resilient, and more impactful. Firm History In 1965, with two employees, founder Art Gensler launched a different kind of architectural practice. Adaptive, proactive, and client -centered, the firm treated professional service as a privilege. Teamwork, not individual accomplishment, would build the practice. Focused from the start on design's impact on human experience, we have transformed over five decades from an interior architecture practice to a full -service design firm. Our first expansion into non -US locations set the firm's pattern of building a global footprint incrementally —each new office embedded in local culture, each created to satisfy our clients' needs. Now we've established a worldwide network of talented people who are deeply involved in their communities. Looking forward, we're positioned to anticipate and respond to the forces of change. As the boundaries of work, life, and play become more blurred, our cross -disciplinary expertise helps connect the pieces. Our collaborative culture speaks many languages and blends many traditions, leveraging diverse talents to drive innovation. Through design, we enrich people's experiences to shape a better future. Gensler Newport Beach The Gensler Newport Beach office was founded in 1981. Since its inception, the office has grown from 5 employees to a committed staff of over 100 professionals. Gensler Newport Beach offers a full range of architectural and design services, with an emphasis in Workplace, Strategic Consulting, Hospitality and Retail services. Our team is diverse, and we think this is our greatest asset. Our unique perspectives allow us to approach problems from every angle. This grants us the opportunity to deliver the best solution possible. This synergy of leading - edge interior design, world -class architectural know-how, workplace and business strategy, and construction expertise allows us to uncover more possibilities, troubleshoot more proposed designs, and exhaust more options on our client's behalf. 1965 Firm Founded in San Francisco 69000+ Employees Worldwide "Most Innovative Companies" - FastCompany, 2019 #1 Firm & Most Admired Firm - Interior Design, 2019 Contact Information Top 500 PRINCIPAL Design Chip Williams, Co -Managing Director Firms 949-260-8548 chip_willliams@gensler.com Top Architecture - Only Firm for Ninth PROJECT DIRECTOR Consecutive year Dianne Dodge, Senior Associate -ENR2019 949-260-8551 dianne-dodge@gensler.com 25G-147 Gensler I City of Santa Ana 3 Firm & Team Experience Chip Williams, LEED AP Principal I Co -Managing Director Principal -in -Charge Chip joined Gensler in 1989 and has 35 years of professional experience in both interior design and architectural assignments in the corporate office technology and retail arena. With a mission to create viable and appropriate solutions to support the work and retail environment, Chip incorporates project team leadership and communications, as well as the ability to develop and maintain strong client relationships. He is respected for his ability to expedite large, complex projects while creating responsive design solutions, in addition to helping the client define their business goals and objectives. 35 Years of Experience Joined Gensler 1989 Background Bachelor of Architecture, California State Polytechnic University, Pomona USGBC NEED Accredited Professional Civic & Government City of Encinitas/City Hall, Encinitas, CA City of San Clemente Civic Center, San Clemente, CA The Salvation Army, Santa Ana, CA Size (sq ft) 48,000 55,000 21,365 Corporate Interior Headquarters Size (sq ft) Masimo, Irvine, CA 210,000 Bj's Restaurants, Huntington Beach, CA 24,000 Bausch & Lomb, Aliso Viejo, CA 21,962 Virgin Galactic, Long Beach, CA 150,000 Brookfield Residential, Costa Mesa, CA 38,000 LG&E Power Systems, Irvine, CA 85,000 ITT Divisional Offices, Santa Ana, CA 80,000 Chevron Land Management, Newport Beach, CA 22,300 Golden State Foods, Irvine, CA 21,100 Hershey Communications, Irvine, CA 15,000 R.R. Donnelley and Sons Co., Irvine, CA 11,000 Eastman Kodak, Irvine, CA 11,000 Century 21 Real Estate, Irvine, CA 10,000 Southern California Edison, Rancho Cucamonga, CA 65,000 Southern California Edison, Irwindale, CA 300,000 Irvine Office Company, Irvine, CA 6.5 million Center Irvine North/Building 4, Irvine, CA 345,000 Center Irvine North/East Tower, Irvine, CA 296,000 Center Irvine/Building 1, 2 and 3, Irvine, CA 230,000 Center Orange, Orange, CA 210,000 Centerstone Plaza, Irvine, CA 108,000 Pacifica Building, Irvine, CA 44,000 Bluebeam Software, Inc., Chicago, IF Financial Services Firms size (sq ft) Merrill Lynch, Newport Beach, CA 110,000 Merrill Lynch, Pasadena, CA 35,000 Pacific Life Insurance Company, Newport Beach, CA 325,000 American Savings, Stockton, CA 250,000 Pacific Investment Management Company, pi CA 24,500 Canis Credit Corporation, Newport Beach, CA 12,400 Pacific Financial Management Company, NB, CA 12,000 Stewart Title, Irvine, CA 10,800 25G-148 Gensler I City of Santa Ana 4 Firm & Team Experience Dianne Dodge, NCIDQ, LEED AP ID+C Senior Associate Project Director Dianne is the primary representative of the project team and will be involved in all phases of the project. She will establish the preliminary project budgets and schedules while monitoring the progress of the project against targeted objectives. She will also coordinate the activities of all team members to ensure effective communication. 38 Years of Experience Joined Gensler 1998 Background Bachelor of Science In Interior Design, San Jose State University, San Jose, CA USGBC NEED Accredited Professional Certified, National Council for Interior Design Qualification (NCIDQ) Member, National Association of Industrial &Office Properties (NAIOP) Member, Core Net Government Size (sq ft) Caltrans, District of Los Angeles, CA 60,000 City of San Clemente Civic Center, San Clemente, CA 55,000 City of Yorba Linda Community Center, Yorba Linda, CA 28,000 Immigration & Naturalization Services, Laguna Niguel, CA 35,000 OC juvenile justice, Theo Lacy Facility, Orange, CA 19,600 Rancho California Water District, Temecula, CA 45,000 Yorba Linda Water District, Yorba Linda, CA 7,500 City of I Nine On -Call Architectural Services, Irvine, CA various Financial Service Firms Size (sq ft) BBCN Bank, Los Angeles, CA 31,000 Barclays Capital, Century City, CA 35,000 Roth Capital, Newport Beach, CA 25,600 Pacific Life Insurance Company, Newport Beach, CA 325,000 Pathway Capital Management, Irvine, CA 107,000 State Street, IMS, Irvine, CA 129,800 Deutsche Bank, Santa Ana, CA 105,000 HFF, Newport Beach 18,000 Amedhome Mortgage 20,000 Interior and Exterior Repositioning Size (sq ft) CBRE Orange City Square, Orange, CA Tustin Centre, Tustin, CA Dianne brings over 38 years of experience in full service Stadium Tower, Anaheim, CA interior architectural design experience, including; Foothill Corporate Plaza programming, space planning, furniture systems, Equity Office Properties, Orange County Portfolio 6Million construction documents, construction administration 2677 No. Main Street, Santa Ana, CA 195,000 and project management. 500 Orange Tower, Orange, CA 1100 Executive Tower, Orange, CA 366,747 1920 & 2010 Main Plaza, Irvine, CA 525,000 18301 Von Karman, Irvine, CA 220,000 Granite, Various Properties 385,000 Hines, Irvine, CA 266,000 Huntm ton Executive Park, Huntington Beach, CA 82,800 25G-14§ Gensler I City of Santa Ana 5 Firm & Team Experience Eric James, AIA Senior Associate Project Architect Eric James is a registered architect and project manager with 30 years of experience in all project types. Eric's talent for leading technology -driven projects and knowledge of building systems has earned him the respect of clients, consultants and staff. Using his background in project delivery, design, and consultant coordination, Eric works to ensure that our design process integrates our clients' goals and needs. In addition to his work with corporate interiors and build -to - suit projects, he is the Southwest Regional Leader for the Mission Critical Practice Area, 30 Years of Experience Joined Gensler 1994 Background Bachelor of Architecture, Cornell University Licensed Architect, California Member, American Institute of Architects Workplace Size (sq ft) Allergan, Irvine, CA 600,000 Amgen ATO- Redeiation, Thousand Oaks, CA 30,000 Auto Club Enterprises, Costa Mesa, CA 106,000 Bixby Land Company, Irvine, CA 35,000 Broadcom Headquarters, Irvine, CA 1,100,000 Brookfield Residential, Costa Mesa, CA 38,000 CNET Networks, Chicago, IL 4,000 Confidential Technology Firm, Irvine, CA 1,100,000 Delaware North Headquarters, Buffalo, NY 110,000 Five Point Gateway, Multiple Projects Houzz, Irvine, CA 22,000 IBM, Agoura Hills, CA 13,000 Lennar Homes Masimo Corporation, Irvine, CA 210,000 McDonald's Midwest Division, Chicago, IL 14,000 McDonald's Western Division, Irvine, CA 14,000 McDonald's Los Angeles Region, Los Angeles, CA 29,000 McDonald's Seattle Region, Seattle, WA 17,000 McDonald's Tampa Region, Tampa, FL 18,000 McDonald's San Diego Region, San Diego, CA 18,000 N.E.T., Fremont, CA 290,000 Park Place, Repositioning, Irvine, CA 60,000 Perseco, Chicago, Illinois 60,000 Harbor Distributing, Huntington Beach, CA 100,000 Sunstone, Irvine, CA 22,180 St. Joseph's Health, Irvine, CA 180,000 Studio Achetype, San Francisco, CA 15,000 Tetra Tech, Irvine, CA 26,000 TEVA Pharmaceuticals, Irvine, CA 30,000 The CAC Group, San Francisco, CA 4,800 William Lyon Homes Showroom, Irvine, CA 12,121 Zillow, Irvine, CA 21,000 Civic & Government Size (sq ft) California Department of Transportation, District 12 Irvine, CA 130,000 The Salvation Army, Santa Ana, CA 21,365 25G-150 Gensler I City of Santa Ana 6 Firm & Team Experience Brianna Scheid Designer Brianna is inspired by human centered design and believes that great design shapes the world we live in. As a designer, Brianna enjoys building relationships with her clients throughout the design process and strives to create environments which are innovative, inspirational and engaging. With a portfolio that includes workplace, hospitality, and mixed use projects throughout the US and abroad, Brianna applies her diverse experience to solve complex design challenges and create environments that are meaningful and authentic to the clients vision. In addition, Brianna has experience during the construction phases of a project - completing construction documents, attending construction meetings, and leading project management - enabling her to ensure project success throughout all phases of the project. 5 Years of Experience Joined Gensler 2014 Background Bachelors of Fine Arts in Interior Design, New York School of Interior Design Associates in Applied Science, Visual Presentation & Exhibition Design, Fashion Institute of Technology Financial Services size (sq ft) Nomura Securities HQ, New York, NY 830,000 Opus Bank, Beverly Hills, Beverly Hills, CA 1,567 Legal size (sq ft) Blank Rome Philadelphia, One Logan Square, Philadelphia, PA 200,732 Greenberg Traurig, Irvine Program and Test Fits, Irvine, CA 19,000 Sidley Austin, New York 787 Seventh Ave Restack, New York, NY 347,672 Troutman Sanders, New York Offices, New York, NY 88,000 Weil New York Headquarters, 767 Fifth Ave, New York, NY 450,000 600 Madison Ave, Support Space Floor, New York, NY 22,691 Management Advisory size (sq ft) KHP Capital Workspace, San Francisco, CA Langan Engineering 21 Penn Plaza, New York, NY 60,000 NewJersey HQ, Parsippany, NJ 79,920 Sciences size (sq ft) Bristol-Myers Squibb Lawrenceville, Lawrenceville Township, NJ 66,000 Johnson &Johnson WHQ Tower, 14th Floor Boardroom, New Brunswick, NJ 4,200 J&J/Janssen Pharmaceuticals Titusville Project Nexus, Titusville, NJ 278,508 ESP NA EBS Hub, Tampa, FL 80,885 Development size (sq ft) EFC T2 Marketing Suite, Hangzhou, China 3,500 Five Point at Broadcom Campus, Irvine, CA Build -to -Suit size (sq ft) Bristol-Myers Squibb Princeton Pike, Lawrenceville Township, NJ 648,894 PIF New NO, Riyadh, Saudi Arabia 775,537 Landlord Services size (sq ft) 400 Spectrum Center Dr., Irvine, CA 19,120 Old Republic - Boardwalk, Irvine, CA 3,500 The Progressive Workplace Initiative, Newport Beach, CA 44,200 25G-151 Gensler I City of Santa Ana 7 Firm & Team Experience c Daniel LeBeau Associate Job Captain Daniel's broad experience in multiple practice areas and project phases, as well as technical knowledge make him a valuable asset to the Gensler team. Daniel's background in construction has facilitated his successful approach to fiscally responsible project implementation and delivery. Daniel is an architectural designer with a passion for innovation, sustalnablllty, and efficiency. He seeks to enable companies and individuals in the advancement of their design and construction documentation services. Currently, Daniel serves as a valuable team member to the Work Flex 2 Studio, providing both design solutions and technical expertise for several high -end projects currently in development. 33 Years of Experience Joined Gensler 2014 Background Bachelor of Fine Arts, Interior Architecture, Northern Illinois University Developer Size (sq ft) Spectrum Terrace, Irvine, CA 28,000 Broadcom, Irvine, CA 1,000,000 Five Point at Broadcom Campus, Irvine, CA 41,300 Grantville Student Housing, San Diego, CA Technology Size (sq ft) Zillow Group, Irvine, CA 21,000 Incipio, Irvine, CA 55,000 IOP_Cogility, Irvine, CA 11,000 OCPC, Irvine, CA 40,000 Financial Services Size (sq ft) Deutsche Bank, Santa Ana, CA 12,750 Farmers & Merchants Bank, Turlock, CA 5,000 AmeriHome Mortgage, LLC, Irvine, CA Foundations, Associations & Organizations Size (sq ft) AutoClub IT Restack, Costa Mesa, CA 106,000 Government & Defense Size (sq ft) CitySan Clemente Negocio, San Clemente, CA 13,100 City of San Clemente- Police Services TI, San Clemente, CA Media & Consumer Goods Size (sq ft) Smashbox Studios, Culver City, CA 20,729 Health & Wellness Size (sq ft) Calimesa Country Club Village, Calimesa, CA 58,700 Retail Size (sq ft) Capital One NEX Cafe Hollywood, Los Angeles, CA 10,477 Sciences & Energy Size (sq ft) 3M Oral Care, Irvine, CA 2,100 BreitBurn, Los Angeles, CA 20,000 Metronic, Irvine, CA 100,000 25G-152 Gensler I City of Santa Ana 8 Relevant Project Experience City of San Clemente City Hall & Civic Center San Clemente, CA Gensler was retained by the City of San Clemente in 2005 to develop programming and facility needs assessment, including construction valuation for their new civic center. Working closely with all departments, Gensler identified current and projected space allocations for the next 10 years. Armed with this information, Gensler evaluated three separate development alternatives: Build -to -Suit Civic Center in the Downtown, Build -to -Suit Civic Center at Existing City Hall Site and Consolidated Adaptive Reuse of an existing Office Facility. After review and recommendations, the City Council gave conceptual approval to the consolidation of three existing City offices into the Community Development facility which at an existing city -owned, three story, 55,000 sf building. Gensler was then retained to provide full interior design services. The City also requested Gensler take a LEED approach. The project was recently approved by the City Council to pursue LEED Cl Silver. Gensler is currently working on incorporating such strategies to the site, business park and buildings. Size 40,000 sf Services Provided Interior Architectural Design Strategic Planning Programming LEED Strategies Year Completed 2017 & zoos Client Contact Mr. Tom Bonigut Public Works Director, City Engineer bonigutt@san-clemente.org (949) 361-6187 25G-153 Gensler I City of Santa Ana Relevant Project Experience The Irvine Company - Headquarters Phase/Occupied Interior Renovation Irvine, CA Gensler helped re-evaluate the Irvine Company's own work environment across Office, Resort, Retail and Community Development Divisions with flexible standards and palettes that provide for future growth. At the inception of the Irvine Company's headquarters remodel project, it was important to engage employees through the Workplace Performance Index Survey, in which results informed the design team of several key findings. These findings included; a lack of and variety of collaboration spaces, individual work areas were poorly utilized, and the employees felt their work environment did not express the quality brand of the company itself. Gensler developed new workplace standards for interior architecture and furnishings, incorporating flexibility to support all four work modes - collaboration, learning, focus and socialization. New state of the art technology and energy efficient lighting was incorporated throughout. Transparency with access to daylight was desired for all employees and provided through demountable glazing systems for private rooms, and lower panel heights with glazing for the open work area. Size 325,000 sf Services Provided Change Management Master Planning Workplace Strategy Gensler WPI Communication Plan Year Completed 2015 Client Contact Mr. John Koga VP Planning & Design jkoga@iNinecompany.com (949) 720-2000 Gensler I c ty of Santa Ana 10 Relevant Project Experience Allergan Campus Improvement Headquarters Irvine, CA Aside from redensifyingtheir campus, Allergan wanted to promote connectivity and collaboration to support their organization's culture and brand. Allergan engaged Gensler to refresh two towers on their Irvine campus and create a courtyard that would promote connectivity within the buildings and re -energize the campus. The diverse program included a trial clinic, a gym, training and conference facilities and office space. The design reinforces the company's BOLD culture with collaborative social spaces and amenities designed to build stronger bridges between the company's colleagues Prior to starting the project, the team did multiple rounds of programming and visioning exercises to determine the best way to increase efficiency with their program and still connect the campus. One enters the campus through the reception that is shared by Tower 1 and Tower 2. Tower 1 is a 5-story building that holds the campus cafeteria and work floors. The typical work floor implements an open plan that provides a balance of open and closed collaboration spaces and a variety of meeting and work settings. Tower 2 is 7 stories and has a connecting bridge to Tower 1. The conference center is located on the top floor to provide a more enhanced experience for all attendees. The fitness center is also located in Tower 2. Amenities are located throughout the campus to increase interaction and connectivity within their employees. Gensler also redesigned the exterior courtyard to incorporate more amenities and collaborative spaces for employees. An outdoor Yoga pavilion, along with the new gym reinforces an emphasis on wellness. The new conference pavilion is available as an alternative gathering spot for either impromptu meetings or training. New food and beverage options, such as a coffee kiosk, encourages interaction and collaboration among employees. -155 Size 600,000 sf Services Provided Programming Workplace Strategy Architectural Interiors Exterior Landscape Design Digital Experience Estimated Completion 2020 Client Contact Mr. Allen Petrossian Executive Director petrossian-allen@allergan.com (714) 246-4111 Gensler I City of Santa Ana 11 Relevant Project Experience Auto Club Enterprises ACE I.S. Restack Costa Mesa, CA Reflecting the Auto Club's motto, "We're Always With You", Gensler regards our client relationship with this same level of commitment. Commencing in the Fall of 2016, Gensler moved quickly into the Programming Phase for Auto Club Enterprise's (ACE) two -floor, 104,000 sf Information Systems remodel to create a high -performing workspace that would support their collaborative spirit of working. Situated within an 800,000 sf campus, the c. 1980 building was devoid of daylight. The tunnel corridors and high partitions blocked views and created silos that did not allow for cross communication, much less direct collaboration. Utilizing the advantage of recent building code adoptions, Gensler was able to open up each 52,000 sq. ft. floorplate, resulting in a direct line of sight from one end of the building, through an enclosed atrium, across the floor to the opposite side of the building, infusing the floors with daylight and openness. Creative problem solving with the city allowed the two-hour atrium to be punctuated with millwork framed windows that supported the through -views from each side of the building. With the second floor extending beyond the third floor, Gensler utilized the staggered building footprint to carve out a new 1,400 sf roof top deck, which also enlivens the workplace with access to the outside environment. Size 104,000 sf Services Provided Visioning Programming Construction Budgeting Schematic Design Construction Documentation Construction Administration Rooftop Deck Atrium Remodel Year Completed 2019 Phased, stay in place occupied remodel Client Contact Ms. Marilyn Biscotti, Sr. Strategic Sourcing Consultant biscotti.ma ri lyn@aaa-ca lif com (714) 850-5648 25G-156 Gensler I City of Santa Ana 12 Understanding of Need/Scope Understanding of Need/Scope of Services OURAPPROACH We view design as the process of finding solutions to the challenges and opportunities you face. We work with your team to bring the right people together, identify the options, choose the right solution, build consensus, and figure out where to begin. As an example, a buildings' repositioning can be approached in different ways. Sometimes the focus isjust on the lobby and public spaces. In other cases, it involves giving the building a new outer skin, replacing the old one in part or whole. The underlying goal is to heighten the appeal or transform the environment for your asset. Our role is to help you assess where the value is and then to unlock it. Once we identify a solution together, Gensler will provide design services to help you implement a new facility, a new environment, or a new identity program. The design solution we create aligns with your project drivers and stakeholders goals. We work collaboratively with the stakeholders and your entire team to create the best possible solution, a solution that reflects the contribution of each participant in the process. DESIGN STRATEGY SESSION A part of most every project at Gensler, the objective of the design strategy session is to gather the project team to take a macro -level look at the project at hand and through a facilitated kick-off meeting discussion, identify overall potential while creating alignment on project process. The intent is to emerge from the design strategy session with a sense of shared vision and direction, while understanding the relationship between business objectives, brand and budget. PROGRAMMING Gensler's programming process identifies each project's space requirements as well as the overall project drivers and goals. We meet with stakeholders and/or departmental representatives to gather their specific requirements. The resulting document is a written summary of the quantitative and qualitative information and includes personnel, support space and amenity requirements, adjacencies, work flow, communication patterns, collaboration needs, security, aesthetics, quality level and SPACE PLANNING Utilizing the approved program and design strategy, we proceed with development of a space plan and/or building design. The space plan takes the form of a 2-dimensional graphic representation of how the space is configured. It's loose and fluid allowing for manipulation of facades, partitions and openings. SCHEMATIC DESIGN The Schematic design concept gives a general sense of what the workplace and/or building will look like. A 3-dimensional version of the space plan emerges during the schematic design. The design concepts consider cost and time implications in addition to how well they support your workplace vision and program requirements. During Schematic Design consultants are brought onto the team to provide design solutions connecting the conceptual design to the resulting construction documentation. DESIGN DEVELOPMENT After the general design direction is approved, we start to solidify it and create drawings that reflect a more finalized design. Finishes, materials and colors are presented for your approval. Again, we will jointly revisit the project vision and ask ourselves if it meets the criteria and vision that we set at the beginning. We continue to consult with project consultants to define HVAC lighting, plumbing, structural, power and communications & landscape design criteria. We also work with project consultants to identify potential long lead items. CONSTRUCTION DOCUMENTATION Once the design is fully developed and approved, we prepare final construction documents and specifications for construction, final costing and plan check activities. We coordinate with the team of engineers and consultants to provide a fully developed package that can be competitively bid. To accompany the construction documents, we prepare a project manual, which describes in detail all materials and the required means and methods for fabrication. other special requirements. 25G-157 Gensler I City of Santa Ana 13 Understanding of Need/Scope PERMITTING STRATEGY/CODE ANALYSIS Key to Gensler's project approach is developing working relationships with the approval agencies that have jurisdiction over our projects. We meet with officials early in the design process to discuss code and planning related issues. This allows us to flush out any potential problems, identify early solutions, and obtain support by all parties involved, which ultimately results in a smoother permitting process. Follow-up meetings during design further ensure that permits will be issued in a timely manner. This approach has been carried out at Gensler by dedicated staff members who have spent years developing an expertise in permitting negotiations and code analysis. Our integrated project approach provides comprehensive code compliance utilizing the following tools by our staff: • Quality Assurance Form • Construction Document Checklist Forms • Building Code Analysis Forms (Interior & Architecture • Project Architect Forums Frequently, changing codes and regulations requires Gensler to continually update its code knowledge base. As a resource to our clients we provide the following range of services: • Code compliance information • Governmental representation/conflictresolution Identify early solutions and obtain support by all parties involved Use creative permit strategy to expedite projects and start construction earlier than scheduled CONSTRUCTION PERFORMANCE Gensler monitors construction from commencement through completion, visiting the site regularly to review the progress and quality of the work and to determine if the space is being built according to the approved drawings. We review contractor shop drawings and requests for information; We review and take appropriate action on specified contractor submittals including shop drawings, product data and samples. We prepare completed construction punch lists and issue letters for substantial completion. This scope includes inspection of the constructed portions of the project to confirm the completion of milestones and percent completion in connection with contractor progress payment. Quality Assurance Gensler has a carefully developed and documented quality assurance program (QA) that is used on all projects so that each will conform to the highest standards of excellence, efficiency, reliability and safety, and cost effectiveness. This program is administered by the Project Manager, who will monitor the production -level activities of the Gensler team. Our QA program describes methods for developing, preparing, coordinating, checking, verifying, reviewing, approving, issuing, revising, and filing design, construction, procurement and other project documents. The QA program includes both a body of standards and procedures, and a training component to ensure that all professional staff are aware of and use these standards. The objective is to ensure that every project meets these standards and that schematic design, design development, and contract documents contain concise, complete, and well coordinated information. RIGOROUS FOLLOW THROUGH Our approach to all interactions with the project team is rooted in a commitment to an iterative process that hinges upon an adherence to rigorous follow-through. We are committed to a "feedback and feed forward" approach: we generate issues and possible directions with the project team, research them, bring information back, and develop strategies and policy recommendations with their input — all while maintaining a watchful eye on the schedule and budget. EFFECTIVE DOCUMENTATION Throughout the process our team systematically documents findings through written questionnaires, meeting notes, digital photographs, and research memoranda. This documentation allows us to effectively share information across the team, and stakeholders as needed. It also allows us to identify issues that require further research as each concept alternative is developed. Keeping the Project on Schedule Project Delivery We pride ourselves in collaborating with engineering firms and consultants that have similar operational goals and objectives.We understand the calibre of the team is paramount to the project success; and we choose consultants with a proven track record who would assume responsibility not only for their own performance, but also 25G-158 Gensler I City of Santa Ana 14 Understanding of Need/Scope for the performance of the team as a whole. This approach allows us to leverage the entire team's collective skills and competencies to minimize cost and maximize the quality of the services to be delivered. Together, we strive to deliver total customer satisfaction. Should the project schedule be delayed by a consultant team member, the City of Santa Ana would never bear the costs to bring the project back on schedule. Schedule Schedule control is collaborative. We are committed to on -time delivery of every project, just as you are. We have an excellent track record in schedule control, which we maintain by keeping timing issues at the forefront of the design process, resolving key issues at the appropriate times, keeping changes to a minimum, and predicting where changes are likely to occur. Building on that knowledge, we will develop a specific project approach that defines each project and outlines the most appropriate ways to implement. Scheduling can have significant impact both on construction cost and operations, and the key to a successful project is to start the project correctly and efficiently. Specialty Area Strengths For the scope of work described in Appendix Attachment 1, Gensler has assembled an exceptionally well qualified team of professionals who have the technical capability and creative skills, a track record with Gensler on similar projects, and the commitment to achieve successful projects with the City of Santa Ana. Gensler will provide accessibility audits, interior and exterior architectural design and construction documentation, move managment services and furniture procurement services for any new projects, or any expansion/renovation projects. Our past experience with the City of Santa Ana, as well as other public entities, demonstrates that we are well -versed in a wide -variety of project types and will be able to align your objectives with the most cost-effective solutions. We will partner with the following engineers as applicable to each project: Mechanical, Electrical and Plumbing Engineering GLUMAC 18200 Von Karman Ave., Suite 100 Irvine, CA 92612 949,833,8190 Contact: Jonathan Mitsumori, P.E., Associate Principal Structural Engineering KPFF 18500 Von Karman Avenue, loth Floor Irvine, CA 92612 949,252.1022 Contact: Rob Fecarotta, Structural Engineer Landscape Architecture RIDGE LANDSCAPE ARCHITECTS 8841 Research Drive, Suite 200 Irvine, CA 92618 949.387,1323 Contact: Jim Ridge, ASLA, LEED AP Additional Specialty Services As a leader in sustainability and WELL design, Gensler is the only architecture firm to have signed the Paris Pledge for Action Plan of 2016, As architects and designers we know that our work has a lasting impact on the planet and human health, and we are committed to empowering ourselves to produce innovative new solutions to the pressing problems associated with climate change. In a recent published report, Climate Change: Impact Through Design, we have found that our sustainable design solutions are having an enormous sustainable impact for our clients around the world. Our portfolio is saving enough energy to permanently remove 18 coal power plants from the U.S. electricity grid by 2030, and every year our LEED projects are saving enough water to support entire cities the size of Miami, Minneapolis and Oakland. Just think about how we can help save resources for City of Santa Anal 25G-159 Gensler I City of Santa Ana 15 References References/Client List Department of General Services Caltrans, District 12 Orange County, CA, USA • Programming • Space Planning Caltrans District 12 engaged Gensler to provide programming through schemaric design services for their relocation from Irvine to Tustin. Gensler was challenged with consolidating Caltrans' 483 employees from a campus -like environment to multi -story office building. A flexible work environment allows departments to expand, contract or relocate with"Box" moves minimizing the impact of potential construction requirements. Amenities Include a 1,000 sf mainframe computer room, public customer service center, 6 break room / lunchrooms, print shop, hi -density filing systems, and connection to an emergency backup generator, IT training room, video conferencing in executive conference room, tenant security systems and public conference room with maximum capacity of 100. Project Cost: $6,955,000 (est.) Year of Completion: 2017 Department of General Services 707 3rd Street, 5-305 Sacramento, CA 95605 Ms. Maria Blase (916) 375-4116 City of Irvine OnCall Architectural Services Irvine, CA, USA Dianne Dodge, Project Manager Architecture & Design Services Landscape Architecture Facilities Design/Engineering Services Gensler was one of several firms awarded a 3-year On -Call contract with the City of Irvine. We are currently in our third renewal of this 3-year On -Call Agreement. Under this contract, Gensler successfully completed the following projects: Housing and ACS: Interior renovation/remodel of Area A, 3rd Floor of Civic Center, approximately 5,500 sf. Project Cost: $502,034 Public Safety Offices: Interior renovation/remodel of Police Services to include Public Safety Offices on the 1st floor of Civic Center, approx 2,600sf Project Cost: $165,000 (approx) Mother's Room: Construct new room on 2nd floor of Civic Center Project Cost: $85,000 (approx) Year of City of Irvine One Civic Center Plaza P.O. Box 19575 Irvine, CA 92623 Abdulla Ahmed, Sr. Project Manager (949) 724-6675 25G-160 Gensler I City of Santa Ana 16 References References/Client List County of Orange Plan Check Services Orange County, CA, USA • Architectural & Engineering Services Plan Check Services Gensler worked with Tait & Associates for the County of Orange Public Works providing building plan check services for large scale residential develop- ments in Orange County. Services provided include Architectural, Structural & MEP services associated with the various new developments. Project Cost: $ varies per project Year of Completion: Ongoing Contact: Tait & Associates, Inc. 701 N. Parkcenter Drive Santa Ana, CA 92705 Greg Fick, Entitlement Manager 714.560.8200 Todd Schmieder, Sr. Project Manager (714)560-8200 City of Huntington Beach OnCall ADA Upgrades Huntington Beach, CA, USA Full Interior Architectural Services Construction Administration ADA Evaluation and Upgrades The County selected the Gensler -led team through a public bid process to evaluate and implement overall ADA compliance projects of the Huntington Beach Civic Center, including 5-stories of the City Hall Building, the Council Chamber Auditorium and site and parking upgrades. Services provided include Architectural, Civil, Structural and MEP design and construction administration services. Project Cost: $1,000,000 Contact: City of Huntington Beach Public Works 17371 Gothard Street Huntington Beach, CA 92647 Mr. Jerry Thompson, General Services Director (714) 960-8845 25G-161 Gensler I City of Santa Ana 17 Certifications Appendix ATTACHMENT 3 CERTIFICATIONS NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) In conformance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived, or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any other BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non -collusion Affidavit is part of the Proposal. BIDDERS are cautioned that making a false certification may subject the certifier to criminal prosecution. Signed State of California County of Orange Subscribed and sworn to (or affirmed) before me on this day of , 20_, by , proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me Notary Public Signature Notary Public Seal City of Santa Ana RFP 20-040 `3162 Gensler I City of Santa Ana 18 Certifications NON -LOBBYING CERTIFICATION The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities," in conformance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such subrecipients shall certify and disclose accordingly. Signed: W, Title: Principal Firm: Gensler Date: 4/20/2020 City of Santa Ana RFP 20-040 M2163 Gensler I City of Santa Ana _.. NON-DISCRIMINATION CERTIFICATION Certifications The undersigned Contractor or corporate officer, during the performance of this contract, certifies as follows: 1. The Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Contractor shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Contractor shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Contractor shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Contractor's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. City of Santa Ana RFP 20-040 20663-a 64 Gensler I City of Santa Ana 20 Certifications 7. The Contractor shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Contractor becomes involved in, or is threatened with, litigation with a subContractor or Contractor as a result of such direction by the administering agency, the Contractor may request that the United States enter into such litigation to protect the interests of the United States. 8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, no discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any Contractor of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter. Signed: Ww Title: Principal Firm: Gensler Date: 4/20/2020 City of Santa Ana RFP 20-040 f6t�3165 Gensler I City of Santa Ana 21 Abu Dhabi Morristown, NJ Atlanta Munich Austin New York Baltimore Newport Beach Bangalore Oakland Bangkok Paris Beijing Philadelphia Birmingham Phoenix Bogota Portland Boston Raleigh -Durham Charlotte San Antonio Chicago San Diego Dallas San Francisco Denver San Jose Detroit San Jose, CR Dubai Sao Paulo Hong Kong Seattle Houston Shanghai La Crosse Singapore Las Vegas Sydney London Tampa Los Angeles Tokyo Mexico City Toronto Miami Vancouver Minneapolis Washington DC 4675 MacArthur Court Suite 100 Newport Beach CA Tel 949.863.9434 genslercom Gensler 25G-166 Li Gensler FEE PROPOSAL Billing Rates Team Member Hourly Rate Principal $225 - $350 Design Director $165 - $250 Technical Director $165 - $250 Project Manager $145 - $250 Senior Designer $125 - $205 Senior Project Architect $125 - $205 Intermediate Designer $95 - $175 Project Architect $95 - $175 Junior Designer $80 - $125 Administration $80 - $100 25G-168 Abu Dhabi Morristown, NJ Atlanta Munich Austin New York Baltimore Newport Beach Bangalore Oakland Bangkok Paris Beijing Philadelphia Birmingham Phoenix Bogota Portland Boston Raleigh -Durham Charlotte San Antonio Chicago San Diego Dallas San Francisco Denver San Jose Detroit San Jose, CR Dubai Sao Paulo Hong Kong Seattle Houston Shanghai La Crosse Singapore Las Vegas Sydney London Tampa Los Angeles Tokyo Mexico City Toronto Miami Vancouver Minneapolis Washington DC 4675 MacArthur Court Suite 100 Newport Beach CA Tel 949.863.9434 genslercom Gensler 25G-169 EXHIBIT 4 AGREEMENT TO PROVIDE ON -CALL SPACE PLANNING AND ARCHITECTURAL CONSULTING SERVICES THIS AGREEMENT is made and entered into this 17th day of November, 2020 by and between Corgan, Inc. ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On March 30, 2020, the City issued Request for Proposal No. 20-040, by which it sought qualified consultants to provide on -call space planning and architectural consulting services for the City's Public Works Agency. B. Consultant submitted a responsive proposal that was among those selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 20-040. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES On an on -call basis, and at the City's sole discretion, Consultant shall perform the services described in the scope of work that was included in RFP No. 20-040, which is attached as Exhibit A, and as more specifically delineated in Consultant's proposal, which is attached as Exhibit B and incorporated in full. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit B. Consultant is one of ten (10) consultants selected to provide services on an on -call basis under REP No. 20-040. The total annual compensation for these services provided by all such consultants selected under REP No. 20-040 shall not exceed the shared aggregate amount of $300,000 during the term of the Agreement, including any extension periods. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of Z0,PrJf70 performance set forth in the Recitals and Scope of Work, which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on November 16, 2023, unless terminated earlier in accordance with Section 17, below. The term of this Agreement may be extended for two 1-year periods upon a writing executed by the City Manager and City Attorney. 4. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. Ifthe services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to Bally comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONSULTANT Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents Z5,pZlf7l & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subconsultants, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. hi accordance with the California Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be cancelled 2OPT If72 or reduced in coverage or changed in any other material aspect, by Consultant, without thirty (30) days prior written notice to the City. (iv) Consultant shall supply City with a fully executed additional insured endorsement. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, Consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant or its subconsultants, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 2OP2rIf73 10. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 11. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) 20,PZsaf74 P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: (714) 647-6956 Executive Director Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, CA 92702 To Consultant: Corgan, Inc. 5800 Bristol Parkway, Suite 640 Culver City, CA 90230 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these timeframes, weekends, federal, state, County or City holidays shall be excluded. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the' City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Consultants retained by City. 20,Psaf75 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. TERNIINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 18. NON-DISCRIA/HNATION Consultant shall not discriminate because of race, color, creed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 19. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties farther agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 20. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of 20,P476 Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 21. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: DAISY GOMEZ Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By: M,. -f..., L HN M. FUNK Sr. Assistant City Attorney RECOMMENDED FOR APPROVAL NABIL SABA, PE Executive Director Public Works Agency CITY OF SANTA ANA KRISTINE RIDGE City Manager CONSULTANT Name: BRENT KELlEY Title: Managing Principal Z0,PSJf77 EXHIBIT A Appendix ATTACHMENT SCOPE OF WORK CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR SPACE PLANNING AND ARCHITECTURAL SERVICES RFP NO.: 20-040 Introduction and Background: The City of Santa Ana intends to retain Space Planning and Architectural Services on an as -needed or "on -call' basis. A Professional Services Agreement will be entered into with several of the qualified firms/consultant(s) to provide space planning and architectural services for a variety of projects on an on -call basis. Areas of responsibility shall include architectural, space planning, structural, construction management, mechanical and electrical engineering, ADA survey, and move management services. On an on -call, as -needed basis, the selected firm(s) may be asked to provide professional services on specific, project -by -project basis, based on an agreed -upon scope of services and fees. All proposals, plans, drawings, specifications, estimates, grant applications, and/or studies will be subject to the final approval and satisfaction of the City of Santa Ana. The architects and engineers in the firm must be licensed and legally qualified in the State of California to practice the work for which consideration is requested. Selected firm(s) shall have the necessary qualifications and experience to provide space -planning, architectural, and engineering consulting services to the City. Services may involve all or some of the phases of project development and shall include, but not necessarily be limited to, the following activities: Site Analvsis Perform site analysis during initial design work. This may include site visits, photographs, analysis of existing space(s), meetings with various City departments to discuss specific space requirements. Conceptual Lavouts/Space Planning Prepare alternative preliminary space layouts, including engineering details and engineering calculations, and estimates of probable costs for each alternative. Present information to the City along with a written response of the advantages and disadvantages of each alternative plan taking into consideration operational, programmatic, adjacency needs and appropriate design standards. Permits/City Approvals (City as regulatory agency) Assist City departments in obtaining entitlements, permits and other City approvals, as required. Architectural, Interior Design, and Engineering Services Provide architectural, structural, mechanical and electrical engineering services and cost City estimating services during the schematic design, design development and construction document phases. Work products shall include engineering details, engineering calculations, architectural plans, and elevations, material specifications, cost estimate, and final plans and specifications. Prior to acceptance of design, Consultant is to prepare a summary report detailing the effort of utility coordination, IT coordination, and due diligence for the City's review and acceptance. Third -party cost estimate and constructability review may be included in the design effort at the City's request. 1. Schematic Design: Develop schematic design site plan drawings illustrating the scale and relationship of project components. 2. Design Development: Prepare design development package consisting of: a) Drawings and other documents that outline repairs or solutions and describe the size and character of the project with respect to architectural, interior, structural, mechanical and electrical systems b) Materials and samples c) Other required elements based on the approved schematic design documents. Designs must comply with the current Building codes and any other City requirements. Additional site visits and coordination with City departments will be required to ensure that design development meets the department's needs. 3. Construction Documents: Prepare construction documents consisting of plans and specifications, calculations, and cost estimates setting forth in detail the requirements for the construction of the project based on the approved schematic design and design development documents. The construction documents will include, but not limited to: plans, details, and specifications for structural, electrical, mechanical, plumbing, ADA requirements, parking, and landscaping; all fully coordinated with the architectural design. Plans should include recommendations for green building standards and sustainable development to reduce costs, improve the health of building occupants, and reduce the negative impacts to the environment. A refined cost estimate based on the final construction documents shall also be prepared. There shall be no additional costs due to revisions of the drawings to bring the design up to code compliance. Assist the City departments in obtaining reviews and approvals from applicable public agencies for design reviews, plan checks, and permits. Assist the City in obtaining all required permits, reports, and other information to bid the project. The City will pay all permit fees. The Consultant shall be required to provide continued communication and feedback with various City personnel throughout the process to provide a cost-effective and quality design that meets the needs of the client department(s). Post Design Services At the City's sole discretion, assist the City Department(s) with the following services. 1. Bidding a) Preparing bid documents and packages b) Answering bidder's questions City UAI c) Scheduling and attending pre -bid conferences and job/site walks d) Preparing bid addenda e) Preparing bid analyses and reviewing and responding to bidders' submittals, such as shop drawings, product data, samples and proposed equivalent products and materials. 2. Construction and Construction Management a) Prepare "as -built" drawings, in current CAD format, as required b) Visit construction site as needed to monitor quality of the work and resolve construction issues. c) Assist engineer, consultant and inspector with interpretation of the following: • Plans and specifications • Analysis of change conditions • Development of corrective actions • Review of shop drawings and other submittals • Review, negotiation and preparation of change orders d) Manage the construction phase and coordinate construction meetings to ensure the project is completed on time and within budget. • Provide weekly estimates of percent of work completed • Approve vendor invoices for submittal to the City. Move Management Services At the City's sole discretion, assist the City Department(s) with the following services. • Survey all existing items to relocate. • Meet with client and the client's furniture vendor to verify the placement of all items for move. • Third party/peer review of architectural plan(s). • Prepare move plans to show numbering system for ease of labeling boxes and items to move. • Prepare "move in" sketches for mover use, showing office and common area layouts. • Coordinate with the City's Telecommunication Services and instruct staff in preparing for the move. • Coordinate and closely supervise move labor. • Be responsible for all post -move follow-up. Special Services • Complete the State of California ADA surveys. • Provide value engineering services upon request. • Complete LEED Certification documentation upon request. Plans and Documents All plans and other documents prepared by the Consultant on behalf of the City shall become sole property of the City. All documents and files must comply with current requirements set forth by the various entities for record retention. Fee Proposal: In addition to Section III.B.3 (Submittal Requirements: Fee Proposal) fee schedule shall be structured as follows: City UAI The fee proposal shall include the firm's standard hourly fee schedule, and/or project fee schedule where applicable and as outlined in this document. A list of all positions and hourly rates required to perform the services described herein. A more detailed scope of work will be provided when/if a specific project proposal is requested of a consultant. Other Terms and Conditions: 1. The project will be implemented in compliance with the City of Santa Ana's policies, as well as Prevailing Wages and State/Federal Requirements. 2. The City regards the inclusion of California based designs, engineering, and construction professionals, facilities, and services as part of the Team to be highly desirable, but not mandatory. 3. The City reserves the right to amend this Request for Proposal by addendum prior to the final dates of submission. 4. All reports, proposals, or other data or materials which are submitted shall become the sole property of the City of Santa Ana with the exception of the confidential Financial Capacity information and sealed fee proposals which will be returned to all proposers after award of contract to the selected Proposer. 5. All products used or developed in the execution of any contract resulting from this request will remain in the public domain at the completion of this project. 6. The City has an affirmative action program. The purpose of the affirmative action program is to encourage certified minority business enterprises and women business enterprises. All submitting firms must have established affirmative action programs approvable by the City. During the RFP stage, all firms will need to complete a "Certification of Non -Discrimination by Contractors" for each firm on their team. City UAI CORGAN EXHIBIT B CITY OF SANTA ANA Space Planning and Architectural Consulting Services Space Planning and Architectural Consulting Services RFP 20-040 April 20, 2020 25G-182 CORGAN April 20, 2020 Gabriela P. Lomeli Project Manger City of Santa Ana Santa Ana Public Works Agency 20 Civic Center Plaza Santa Ana, California 92701 Request for Proposal (RFP) for Space Planning and Architectural Consulting Services RFP No.: 20-040 Dear Gabriela: First things first, thank you! We appreciate this opportunity to provide space planning and architectural consulting services to City of Santa Ana/Santa Ana Public Works Agency ("City"). We are qualified to provide on -call, as needed services and be on your space planning and architectural consultant team. Through our qualifications, you come away with an understanding of who we are and why Corgan is the right partner. Comprehensively qualified, Corgan has all the relevant skills, experience and resources required to provide on -call services for the next three years and beyond. Expertise — We've done this before and have been at the heart of the most recent examples of this type of project. From the Salt River Project, City of Chandler Public Safety Training Center, City of Waller City Hall and Civic Center, City of Peoria Pinnacle Peak Police Patrol Building, Sacramento International Airport for the County of Sacramento, and LAX Midfield Satellite Concourse, Corgan has been instrumental in the creation of the vision, planning, and successful execution of similar projects. Experience — We know these building types and the interior design and space planning requirements. With multiple millions of square feet of civic, corporate office, and interior design projects in our portfolio, including virtually every type of workplace, we understand the full range of issues that influence the design of these often -complex projects. This includes all the special needs associated with coordinating with local authorities, codes and regulations, as well as listening to and understanding the needs of all stakeholders. We also have the added benefit of mechanical, electrical, plumbing, and structural consultants who have experience working with the City and other municipalities and have history of partnering with us. Leadership — We have a reputation as great team player. We are proud to be known for our ability to work collaboratively and gain consensus among many stakeholders. We value the contributions of the great many professionals that 25G-183 surround us, and we worked hard to channel the collective wisdom of the group to make these opportunities both successful and fulfilling. As accomplished leaders, we have found that the alignment of personalities is as important to the success of a project as the proper alignment of its goals. We know how to build consensus. Commitment —Our experienced professionals are dedicated. Many of us on the team have been at Corgan for decades and have had the good fortune to become experts in our respective fields. From visioning, to programming, across all design phases, through construction documentation and beyond, you will be working with the same people from start to finish. Our team structure provides the personal commitment that comes from "owning" responsibility for the project and maintaining the continuity of project knowledge that is so important for success in these endeavors. The key personnel assigned to this project will be available and committed throughout its entire duration. Resourcefulness — We have all the necessary resources. With a firm of over 600 team members, we have substantial horsepower... we can hit it hard and make it go. Our architects and interior designers have a long and successful history of performing and delivering excellent service to our clients and creating building environments for them that are tuned to their specific needs. Outstanding client service is in our DNA. With our commitment to shared objectives and making well researched and studied recommendations that will ultimately evolves to a design solution, we have the multi -faceted dedicated team to serve your needs. We truly appreciate this opportunity to work with the City as one of the on -call architects for space planning and architectural services and look forward to making our relationship with you the start of a long and successful one. Sincerely, Brent Kelley Sean Kim Managing Principal, Principal -in -Charge Vice President, Project Manager 25G-184 0 0 m 0 0 0 ........... .................. ............... ... ................ ........... . . . . . . . . . .................... . ................... .................. . . . . . . . . ........ ........... ... ......... ... ........ ........ ..... ... ......... ... ......... CI TOW . ........ ............ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . i STATEMENT OF QUALIFICATIONS FIRM OVERVIEW Agility in Design Our clients are experiencing disruptions in their markets. Ideas about what makes a good airport terminal, office, data center, hospital, or school are quickly changing. These disruptions are driving a demand for new ways to create places and the generation of critical ideas that will help propel them forward. OUR STRENGTHS GIVE US THE ABILITY TO HELP OUR CLIENTS SOLVE THESE PROBLEMS. We build mutually beneficial relationships with our clients. We are successful when our clients are successful. Our work is informed by data and research. These reveal insights into our clients and users. We are driven by user experience. We get into the heads and hearts of the people who use ourspaces. Market Expertise Aviation Education Commercial Healthcare Data Centers Interiors We are passionate about designing places that succeed on the client's terms. We believe it is important to exceed their vision of success. We are agile, harnessing core strengths to move quickly and change direction without losing control. It is a skill we posess, and one in which we are investing to become even more proficient. A Leading Architecture + Design Firm years in business, and growing employees across 12 locations repeat client business 25G-186 COA6AN 1 STATEMENT OF QUALIFICATIONS B. CONTRACT AGREEMENT STATEMENT THESE CHANGES WERE NOT ACCEPTED BY CITY b. Proposal shall include a statement outlining your concurrence or concerns with any and all provisions as contained in the Agreement attached herein as Attachment 2 in the Appendix. Corgan appreciates the opportunityto reviewthe terms of the Standard Consultant Agreement and is confident that a mutually agreeable contract can be reached by the parties. As currently written, there are provisions that raise the standard of care and compromise insurance coverage. As such, Corgan requests an opportunity to dialogue with the City of Santa Ana regarding the following provisions: (1) Recital — standard of performance, (2) Section 8 (Indemnity) and; (3) Section 16 (Termination and Owner's right to use Architect's drawings). We also request the opportunity to review any "Additional Provisions" for Exhibit D, if applicable. GOP," 25G-187 STATEMENT OF QUALIFICATIONS C. FIRM AND TEAM EXPERIENCE c. Proposal shall include a profile of the firm's experience. Include resumes of project team/sub- consultants that will be providing services which outline theirtechnical and design experience. At a minimum, this should include the project manager/principal agent, associates in charge when project manager/principal agent is unavailable, key personnel, firm size, and an organization chart. The project manager/principal agent shall be the primary contact person to represent your firm and will be the person to conduct the presentation, if invited for an interview. At Corgan, we value agility in problem solving. So we build responsive teams —the right designers, the right researchers, the right experts in trends and strategy —working together to create leading -edge, beautiful, surprising solutions that align with the business goals of our clients. In team building, one size does not fit all. CORE TEAM _4 Brent Kelley Principal -in -Charge 4 Sean Kim Project Manager/ Project Lead Janani Kannan Pearl McLin Interiors Project Project Manager Architect PBS Engineers Miyamoto MEP Structural Engineering Lisa Vien Project Interior Designer IN-HOUSE RESOURCES Emily Strain Director, Workplace Strategy and Change Management Jennifer Wehling LEED and Sustainability Jasmine Efrussy Director, Furniture Strategy John Mares Certified Access Specialist 25G-188 Brent Kelley AIA, NCARB, LEED AP Principal -in -Charge Brent will be the Principal -in -Charge, overseeing contract execution and monitoring project process. His primary responsibilities will be to make sure all project goals and guidelines are incorporated into the final project design. Brent will be involved from project initiation through project closeout and provide overall guidance to the project team. JCLCIi I =Ar=RICIVI,= — Corgan Los Angeles Office Relocation —American Airlines Federal Credit — LAX Los Angeles International Airport, Midfield Satellite Concourse — LAX Los Angeles International Airport — Bradley West Terminal 4 C:nnnarMr 25G-189 Sean Kim CID,AIAASSOCIATE Project Manager/Project Lead Sean has over a decade of experience in interior architecture for civic, commercial, healthcare, education, and aviation industries. He is driven by a passion to help clients flourish and works collaboratively and strategically to deliver the highest level of focused service. His fresh and bold approach to solution -based design is driven by how space is experienced holistically. As a project manager/project lead, he will be responsible for the design leadership and the main contact for this project. years of experience JCLCIi I =Ar=RICIVI,= — SCAG, Southern California Association of Governments Branding and Interiors Refresh — Corgan Los Angeles Office Relocation — Union Cowork UTC — County of San Bernardino, Attorney General Office —County of Riverside, Fire Department Administration Building — LAX Midfield Satellite Concourse Gateway and Passenger Tunnel — S M F Sacramento International Airport, Terminal A, Restroom Renovation 25G-190 Janani Kannan LEED AP Interiors Project Manager y' A'All. R With over 14 years of design experience, Janani has created success for her clients at every stage of the design process, from concept development through project completion. She is a talented and visionary interior designer at Corgan and will provide project management, technical leadership, and day-to-day coordination with consultants for this project. Her focus and passion for design, coupled with strong problem solving skills, have made her an invaluable asset to the interiors studio. StLtG I LAF L-KILNUL —Zebra Technologies — LAX Midfield Satellite Concourse — Corgan Los Angeles Office Relocation — NASDAQ Office —SCAG, Southern California Association of Governments Branding and Interiors Refresh — Union Cowork UTC —Locke Lord LA Renovation 25G-191 Pearl McLin AIA, LEED AP BD+C Project Architect �i H9 .�.. l Y Pearl's experience ranges from terminal programming and design efforts for aviation projects, to corporate interiors, higher education and healthcare. As a project architect, she collaborates with clients and project teams throughout the design process from schematic design to construction administration to create innovative, functional and sustainable buildings. Pearl helps client's realize their vision and strives to meet expectations through transparency, communication and innovation. years of experience U� SELECT EXPERIENCE — City of Santa Monica, Big Blue Bus Maintenance Facility — City of Anaheim, ARTIC —San Pedro Waterfront Masterplan —San Diego North Embarcadero Masterplan —Orange County Groundwater Replenishment System — LAX Midfield Satellite Concourse North — RiCloud IDC-San Jose — Project Goodyear Data Center —Vantage Due Diligence 25G-192 COAGAN Lisa Vien Project Interior Designer Lisa is a detail -oriented, talented, and a visionary designer with a love for technology. Her brand experience and background on similar projects for major corporate clients across multiple levels and varying scales makes her a valuable resource and knowledge center. In addition to her design acumen, Lisa brings a high level of proficiency in many design and rendering programs giving her the ability to bring the team's vision to life. She is an excellent planner and appreciates perfectly executed details. SELECT EXPERIENCE — Corgan Los Angeles Office Relocation — Union Cowork UTC —Locke Lord LA Interior Renovation —Vantage Data Center Blucora —Sacramento International Airport Terminal A Restroom Renovation —NewAmerican Funding Redhill Office and r°ArM' 25G-193 STATEMENT OF QUALIFICATIONS C. FIRM AND TEAM EXPERIENCE Director, Workplace Strategy and Change Management Emily Strain RID, LEED AP Director, Furniture Strategy Jasmine Efrussy RID Emily leads the effort to develop and execute an effective strategy to help employees understand and embrace new ways of working with minimal resistance and maximum efficiency. Jasmine evaluates furniture products both existing and new to make recommendations with respect to the client's overall furniture needs. LEED and Sustainabiliy Jennifer Wehling AIA, LEED AP BD+C, ID+C Jennifer is the leader of the firm's Certified Access Specialist John Mares AIA, LEED AP BD+C, NCARB, RIBA, DBIA sustainability efforts and primary resource for sustainable design knowledge. John has 33 years of experience executing a wide range of project types including education, aviation, and commercial projects. He is a certified Access Specialist. 25G-194 COAGAN 9 STATEMENT OF QUALIFICATIONS D. UNDERSTANDING OF NEED d. Proposal shall include an outline which demonstrates the firm's understanding of the work. This outline should include anticipated approach, tasks necessary for successful completion, deliverables, and suggestions or special concerns that the City should be made aware of. Identify any assumptions and/or exclusions used in preparation of the scope of work and associated fee estimate. Understandinq of Deed We understand that the scope may include providing on -call, as needed services to any of the City facilities including architectural, space planning, structural, construction management, mechanical and electrical engineering, ADA survey, and move management services. We also understand that we may be asked to provide professional services on specific, project -by - project basis, based on an agreed -upon scope of services and fees along with consultant services on an as -needed basis. In addition, all proposals, plans, drawings, specifications, estimates, grant applications, and/or studies will be subject to the final approval and satisfaction of the City. Corgan and our subconsultant engineers are licensed and legally qualified in the State of California to practice the work that may be required an on -call, as needed basis. Corgan has the necessary qualifications and experience to provide space planning, architectural, and engineering consulting services to the City and may involve all of some of the phases of the project development and shall include, but not necessarily be limited to, the following activities as described in the RFP. ■ Site Analysis ■ Conceptual Layouts/Space Planning ■ Permits/City Approvals (City as regulatory agency) ■ Architectural, interior design, and engineering — Schematic Design — Design Development — Construction Documents ■ Post Design Services S:7rrIIT — Construction Management — Move Management Services ■ Special Services — Complete the State of California ADA surveys. — Provide value engineering services upon request. — Complete LEED Certification documentation upon request. — Fully understand City's vision for each on -call project, both in terms of objective and subjective goals. This includes not only a thorough understanding of the program requirements and budget, but also your understanding of the project and its impact. services, including third party cost estimate and constructability review at City's request. 10 OONGAN 25G-195 STATEMENT OF QUALIFICATIONS Project Approach Our methodology is focused on supporting the needs of our clients, their schedule and goals. An important part of our approach is to establish an inclusive process upfront. This D. UNDERSTANDING OF NEED provides that, as projects develop, each member of the City's team and Corgan are satisfied that all the project goals and objectives are met. To best serve the City and stay true to our methodology, this relationship would be managed by Sean Kim as Project Manager/Project Lead. Brent Kelley as Office Director and will serve as Principal -in -Charge and will administer the architectural contract. Brent is responsible for maintaining the client's expectations and working with your procurement department. It is his job to enable the core team to tap into their technical expertise, vast experience, and passion to create effective, innovative designs unique to each organization. Brent will be supported by Pearl McLin as Project Architect. Janani Kannan will serve as Interiors Project Manager, and be supported by Lisa Vien as Project Interior Designer. Sean will remain personally involved, seeing the project step-by-step through to completion. This team was formed to specifically address the needs of this project. Corgan offers the perfect balance of substantial firm resources with dedicated project -focused teams. The project will be managed from our Los Angeles office, with support from staff located in both Phoenix and Dallas on an as needed basis. Our standard practice is to staff each project with individuals who remain involved throughout the duration, seeing the project through to completion. The team is formed to specifically address the needs based on project size, type, complexity and the client and will manage each project from inception to warranty walk-through. While a core team leads each project, Corgan will pull from resources across the firm to provide support in areas of expertise, such as specialists in furniture, move management, LEED, and ADA specialists. Additionally, all architectural and interior design services are provided only by staff employed by Corgan. This method allows us to maintain consistency and quality control for all Corgan projects. The following pages outline our approach to, and output of, each project phase. Project Start-up At project start-up, our primary effort will be directed towards a learning process to fully understand City's vision for each on -call project, both in terms of objective and subjective goals. This includes not only a thorough understanding of the program requirements and budget, but also your understanding of the project and its impact. Design Development Using programmatic information, we will develop multiple conceptual designs. After reviewing and developing those designs with you, the conceptual designs and program will become the reference for the development of schematic plans and studies. As these are developed and refined, we begin detailed development of the project for compatibility with your needs; checking the design again your schedule, budget, goals, and ideas. We believe that the design recommendations should arise naturally out of its environment, the program and your aspirations rather than our preconceptions. Our distinct style is your unique vision. Focused Solutions Throughout the process, we encourage in-depth participation by your project team to confirm all project goals are met. In our experience, we have worked with multiple stakeholders and are able to respond to a variety of suggestions and opinions on a project while staying focused on the primary requirements of program, schedule and budget. We listen first, and our collaborative approach makes us a trusted partner. 25G-196 COA6AN 11 STATEMENT OF QUALIFICATIONS Deliverables As an on -call consultant to the City, Corgan's D. UNDERSTANDING OF NEED may be asked to provide professional services on specific, project -by -project basis. Each project will be based on an agreed -upon scope of services and fees. Although the deliverables for each project may vary, our project approach and methodology will remain consistent throughout the contracted period. Suggestions, or special concerns that the City should be made aware of. Schedule Aligned with Work Plan As Corgan develops the schedule for this project, we will develop a keen understanding of the issues and variables involved within each phase of the design and construction process. The key to a successful schedule is developing a work plan which allows each of the key players, owner, design team, and contractor sufficient time to plan, price and construct the project satisfactorily. Graduated Liquidated Damages Even if the schedule is adequate, there are still challenges that can arise with respect to time. These can be alleviated by verifying that the contract documents and specifications are written in such a way as to provide proper encouragement for the contractor to complete his work. One technique Corgan has found to be successful is the concept of graduated liquidated damages. For example, the first two weeks a project is overdue, the penalty is relatively mild with escalating penalties as the time becomes longer. This helps prevent delays from becoming long term. I►�iC•TliiC�'��il'�7 Scheduling Areas that the firm pays special attention to are those which typically lead to schedule slipping. This Includes: time required for base building and finish - out programming; owner review processes for design and construction documentation, including sign -off; and special phasing requirements within the project. The contracting method also plays an important role. Corgan frequently has success with modified fast track scheduling, even within a competitive bid framework. Identify Any Assumptions and/or exclusions used in preparation of the scope of work and associated fee estimate Please see attached fee proposal. e. Proposal shall include a list of projects which yourfirm or personnel have completed within the last 5 years, including significant work with public agencies. Project information should include project description, year completed, client name, along with a person to contact and their telephone number. The list on the following pages includes a small sample of recently completed work and work with public agencies. 12 OONGAN 25G-197 25G-198 COAGAN0 13 SRP Administration Building PROJECT STATS YEAR COMPLETED 2020 CLIENT Mortenson Construction REFERENCE Devin Hunsaker Senior Project Manager 480 339 7864 Visual elements provide a healthy lifestyle for employees. This existing building, SRP Corporate Headquarters will be completely, renovated while the building remains occupied with over 1,200 employees. Sixty-four departments will be relocated to improve adjacencies and to simplify department work -space layouts, building circulation and aesthetics. New huddle spaces, break rooms, conference, building security, and building support spaces will be key design features, as well as swing space for future building demands and growth. The total project square footage will be 440,783 and includes the existing building renovation (324,719 square feet), and building expansion of a five - story, mid -rise infill building and a three-story replacement and addition. Other pre -enabling projects on the PAB campus that have already been completed include: A complete gut and remodel of the three level 64,000-square-foot Credit Union Building (CUB); a new three-story 800+ car parking garage; and a new fleet maintenance garage. 14 OONGAN 25G-199 19 25G-200 15 Corgan Los Angeles Office PROJECT STATS YEAR COMPLETED 2018 CLIENT Corgan REFERENCE David Saeta IDS Senior Vice President 213 446 3969 Striking the balance between regionalism and global brand. Having outgrown our space in Playa Vista, Corgan decided to lay down roots in Culver City.Our goals was to create a space that evokes the spirit of the Golden State with incorporated local preferences, while remaining true to our identity and roots. Awarm, vibrant palette supports the Corgan brand with nods to the California culture with hints of blue symbolizing the ocean. The workspace is centered on flexibility and features a variety of workstations, phone rooms and collaboration zones to accommodate all types of meeting needs. The flexible furniture and open plan supports multiple uses and can transform from a workplace to a space for intimate industry and client events. The large conference room opens to the community kitchen with bi-folding glass panels that can be open to combine spaces into one large gathering area leading to a covered terrace with seating overlooking the Catalina Island. Large sliding doors in this area can remain open on a warm windy day allowing the fresh air to encompass the office space bringing the outdoors in. 16 OONGAN 25G-201 A workspace embodying Southern California Cool without the cliches 25G-202 COAGAN 17 City of Waller City Hall and Civic Center PROJECT STATS YEAR COMPLETED 2019 CLIENT City of Waller REFERENCE Cynthia Ward City Secretary Extension 12 936 372 3880 The perfect balance of mirroring and connecting to the surrounding community. The City Hall in Waller, Texas, requires the development of an existing city block to be utilized for city administration, public works, municipal court, and city council functions. This new, ground -up building is traditional steel and masonry construction to match the surrounding context. A southern plaza connects city hall to a new open park, designed for the adjacent block. The civic center's renovation updated the existing amenities, and brought deficient items up to code. A continuation of a pre -engendered metal building serves for the expansion of the gathering area and a central core will contain the entry, office and restrooms. Planters and screen walls were constructed along the front of the building. 18 OONGAN 25G-203 • A 1 daftuftw .. t w City of Peoria Pinnacle Peak Police Patrol Building PROJECT STATS YEAR COMPLETED 2017 CLIENT Haydon Building Corp. REFERENCE Jeremiah Hernandez Project Manager 602 296 1496 State-of-the-art training amenities to encourage learning and collaboration. This new 17,000-square-foot police facility, situated on an existing campus is comprised of a police patrol services building with administration, training rooms, and community space, processing area, holding cells, evidence processing, interview, tactical training, MILO, officer work spaces, briefing, break, canine, sally port, fuel island, secure parking, 1/a mile jog path and exterior secure break areas. Officer conditioning and fitness training is a foundation for physical strength as well as a personal recharging. The facility includes state-of-the-art and fitness and strength -training room, personalized air -ventilated, individual lockers with secure charging outlets/ports for equipment and devices, and private shower/changing rooms. 20 OONGAN 25G-205 City of Chandler Public Safety Training Center 1 PROJECT STATS YEAR COMPLETED 2017 CLIENT City of Chandler REFERENCE Rick Rehfeldt Senior Architect 602 331 4141 } New, phased public safety training campus. Designed as one primary building complex and fire support building, rather than multiple stand alone buildings, this project focused on supporting the police and fire training efforts, where various means of communication and practical application are employed, to equip trainees with the skills to do their jobs safely and effectively. Site and building layouts and circulation are supported by low-tech/high-touch and high-tech communication and applications. These include collaborative meeting and classroom spaces, effective I -I large audience audio/visual presentations, high tech firearms simulation training, hands on defensive tactics training and live fire weapons training. 25G-206 - 21 STATEMENT OF QUALIFICATIONS F. REFERENCES f. Proposal shall include a listing of relevant projects with references for three public entities for which Proposer has performed similar work within the past five (5) years. Professional Referent° As requested, professional references are provided below: SRP Administration Building Steve Knighton Director of Operations Mortenson Construction 480 339 7869 steve.knighton@mortenson.com ,�7 County of Riverside Fire Administration Building Dexter Galang, CCM Senior Planner UCR 951 827 4724 dexter.galang@ucr.edu Lawton Airport Fire Station Barbara McNally LAW Airport Director Lawton - Ft. Sill Regional Airport 580 353 4869 x 302 barbara@flylawton.org ...We needed a trusted partner who understood our people and our culture. Corgan worked quickly to listen and understand who we are and what we need. Their team's people skills, attention to detail, focus on value and breadth of experience have led us to a building design I am confident our employees will be proud of and meet their needs for many years to come. BILL HANNES SENIOR VICE PRESIDENT OF SPECIAL PROJECTS PIONEER NATURAL GAS 22 GOA" > 25G-207 ffrr�rn,�,i ` i• .........................+ 4. YA u.. u. ..n.. '.'•Na'y.i�r :................ Schedule IA .... ..... ............ . •.•Il:. ......::. ..........:.:::. I��I ::::.:..... ��.......... ...... '�� STATEMENT OF QUALIFICATIONS 2. Proposal shall include a general Scope of Services and general Schedule which details the work phases to be completed, the tasks to be accomplished, the deliverables to be provided, and the schedule / timeline to complete the project, based upon the requested Scope of Work detailed in Attachment 1 of this RFP. Architectural/Interior Design Services Corgan includes all services required to complete the scope of work as part of our basic services. We typically negotiate a contract with the client that includes a complete team. This allows the client to hold one contract for the entire scope of the project and promotes continuity, confirming responsibilities are clearly and contractually identified. Our in-house services include: ■ Architectural programming ■ Architectural design and documentation ■ Construction administration ■ Master planning ■ Estimate of probable cost ■ Historic property renovation/restoration ■ Space planning ■ Interior design ■ Quality assurance/quality control review ■ Site feasibility analysis ■ Specifications SCOPE OF SERVICES AND SCHEDULE In -House Additional Services ■ Bond planning and communications ■ Change management ■ Workplace Strategy ■ WELL certification ■ LEED certification ■ Lighting design ■ District -wide facility assessments ■ Furniture services ■ Equipment planning ■ Visualizations/renderings ■ Environmental branding Subconsultants In addition, our team can manage all the remaining potential services requested by the City, with the inclusion of outside consultants. Corgan forms teams with the most qualified consultants for the specific project type. We have many consultants that we share a long relationship with, and would recommend to the City, however, we remain open to working with consultants that the City prefers. We have completed many successful projects in collaboration with other firms and are comfortable with this arrangement if required. ■ MEP ■ Structural ■ Civil ■ Roofing, Waterproofing ■ Food Service ■ Landscape 24 OONGAN 25G-209 \ \� - ! ;/ ; } 25G- 10 P j § M $ _ :R•::•- �;c. �S`r., �, i�q. � ten., ��r •.......... Y�'y155;``;:'�y.J•i'�.::Je.... �., .. ..v e+. .�>l•.;y.::. .r.�. ............ .4 .............. tie y ':? ,.. •::`':1' • ...• '- 3. Certifications ;! ..... 1. 'we' `' rn.ilr. _ • .`r' . e� . . • ... .' . . . : S ................ •••Il: . ..::::......... ........... CERTIFICATIONS -ATTACH MENT3-1 Appendix ATTACHMENT 3 CERTIFICATIONS NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) In conformance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived, or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any other BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non -collusion Affidavit is part of the Proposal. BIDDERS are cautioned that making a false certification may subject the certifier to criminal prosecution. Signed State of California County of Orange County Subscribed and sworn to (or affirmed) before me on this 10th day of April , 2020, by Brent Kelley , proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me 0,6.1, le- NotaryPublic Signature C A.01 o•6f xnfor rary ros3o wr c�d,�� ,�o,. c.o�re: 4..yuri S2013 Notary Public Seal 25G-212 COAGAN 27 CERTIFICATIONS NON -LOBBYING CERTIFICATION The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities," in conformance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such subrecipients shall certify and disclose accordingly. Signed: Brent Kelley Title: Managing Principal Firm: Corgan, Inc. Date: April 20, 2020 28 25G-213 CERTIFICATIONS ATTACHMENT 3-3 NON-DISCRIMINATION CERTIFICATION The undersigned Contractor or corporate officer, during the performance of this contract, certifies as follows: 1. The Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Contractor shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Contractor shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Contractor shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Contractor's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. 25G-214 COA6AN 29 CERTIFICATIONS -ATTACH MENT3-3 The Contractor shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Contractor becomes involved in, or is threatened with, litigation with a subContractor or Contractor as a result of such direction by the administering agency, the Contractor may request that the United States enter into such litigation to protect the interests of the United States. 8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, no discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any Contractor of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter. Signed: Brent Kelley Title: Managing Principal Firm: Corgan, Inc. Date: April 20, 2020 30 25G-215 THANK YOU! CORGAN CITY OF SANTA ANA )sal 25G-217 CORGAN 25G-218 FEE PROPOSAL CORGAN TERMS AND CONDITIONS OF PROFESSIONAL SERVICES—CORGAN ASSOCIATES, INC. April 2019 Compensation Our current stacdad 1mmly mates when applicable to your proposal are: (Note: The amounts listed below- are the mmdmum amounts fey each job title) Managing Principal Princpal Associate Pninapal Senior Arcldtenul Pt ectM.mg- Architectural Project Manager Senor A,,..— M.— Aviation Dane, Senior Design- Deainer Senor Lighting Designer Project Architect Project Arddtecmral Staff Architect Anclut-tual Staff Abchitec nal Int-. Student Arclutctual Intern Senior Interior Deign Project Msm sy Intmer Design Project Manager Protect InteriorDesign- Intera-Desgner Interim Design Staff Interior Design Intern Student Intenca Design Intern Workplace StrategyLead- WorkplaceSrmregist Feminine Specialist Roofing Specakst He twine Mann- Edec. Support Specialist Senor Specifications Winer Specifications Writer Design Appkutiene Spe,.AA Senior QA/QC Manager QA/QC Coordinator Practice Tec6noloU Manager Practice Techi—EUSpecials[ P6otog.p6er Project Analyst Savor Graphic Designer Graphic Designer Graphic Design I. Document Control Analyst Admwstrative Ae t.. Additmaml Sevires These are seances beyond those agreed is, inducing among otl.ers, our rrrisions due to you adjumments m the project scope, quality, or budget. Additional Services well be ladled at standard ores. We can also prmide, A your authorization and toss graphic and sigmg design, fine ut consultation, and specialized computer produced design, presentations, ma,,iig exo_ Dispute liesohatian All d g and disputes relating to our services will firtbe addressed through non- bindingrmedptible oampurtes wiommalc6ims or litigation. Amedambthat is mutmRy acceptable m both pamee will be seleted Change Orders We will msiew on stmction change order for your approved, dtlhese an, among the seryeesmourstope,odworl, Somemaomblee entofe =Uobd siesdtingfrorn held wnditiovs and unm eapated causes are normal and Abodd be anticipated by contingency in your constmaion bodge[. Use of A-4autes'./].emir D..igee'. Druw:vgs Our drawings and specification, are instursents of service solely with respect to this project. As author, we retain copyright, comumoo law, and stammry tights You may retain copies for reference, but yen may Act use these on ode projects - to complete this project without our express wtinen permission. Termination And Suspension The Agreement may be temdnated by enh-of As upon 7 day& written notice forelthes cause or ce In the event of t—ation - project suspension, you .geeto pay us for seonces and project expenses then due If you suspend the project for Anne than 3 mood., we meerve the tight to n,negob.re the balance of can fee to reflect cummnt peesonnelandprojectnoaactcods Shwdomenseancesbetem AedwndnoWcae,you .gee to -lease u fion all k.bdty from the weak wepe ionoed Asbestos and Hazardous Wastes We do not p-form services related to the identification, containment or removal of asbestos or hazardous waste, indudmg pennon, inn w,ll we assume liability for any damages or tom blared to these materials existing in bsJding, propeny or corastmctioA pbodecte. $17500 Ir avanre $16000 We carry iounces forms of industry insenaw including Workers'Caupensation, $17500 Professioml Li.b3ty sand Smndud General Liab3ty lnsuance Arvin trees -heater $17500 rsavatableupwa equest Toffic reWdamagesaeco. dbypropeayin mce,we $150 W agree to wan-e all tights against each other and against the contractor, consultants, agents $%W and employees ofthe other for damage,except such tight,., they As, have to the $13500 proceedsofuvuance $14000 Validity and EH t Our proposal is valid for thirty days. Shaild you ask As to begin work before ecuring an agreement you age that the proposed terms are the contract in force between ve, subject to amendment when our ageament 6 executed Me. Re.,suanbitities You.gee to provide complete information about the fire and/- build a,.nd leg.$ umang insurmce counseling and additional specialty consultant services as may be reclaimed We shall be entitled to rely upon and shall luee no nespon Aill to verify the accuracy and completeness of such services and information. St.—.. You will sensor..term. every month fob services perfoamed during de, previous onti P.yanent 6 due upon receipt Inreeat will be pay ble.R- 60 days atthc nessionvormiawAloweallaylaw We nese the tight to suspend work without breach of contract if you account is past due sadist charge you for all costs ustuved by us, mcmdng legal fen-, if we tal�.ction recollect tlhe.ccount Allp.ymain aretob, made -US douse. Project Expen.e Project expenses such as, but Act limited to, phomeopie, beprodecaon, Pont, long distance cmmmwdcation, travel, de6erery, photog.phy, outside consultants, endetings, modes, and my additional insurance that you inquest will be billed at oar smndad ones or A om actual expense tones 110_ You also agreeto admbuseus at our cost for my sale tax which may be assessed forme, professional services Change of Scope Ou fees are object to equitable adj-tment if the.geed scope is clamped Causnuctiw Phase Semites Any and ell corst-won .dmwctration --a well be famished consistent with de, w= and conditions of AIA Document B152, most cuventy-sion, Construction Phase Sevdses amcle TO THE EXTENT YOU DO NOT RET.Y[N CORGAN TO PERFORM CONSTRUCTION ADMINISTRATION SERVICES, YOU AGREE, TO THE EXTENT PERbRTTED BY LAW, TO RELEASE CORGAN AND ITS SUBCONSULTANTS FROM ANY LIABILITY" FOR CLILYIS ORDAYAGE5 ARISING DURING THE CONSTRUCTION PHASE OF THE PROTECT. Stow —uses and Assige. You and we agar, seep -&rely, to bind eubsdaq our succeson, and our asvgna to the remssof the Agreement Nddn—party may asvgu the ag eenent without the appro-1 of the other. Notwithstanding, we may assign [fife agreement m a Coogan Associate, Inc. controlled entity or a(fd.te Standard of Cam IA performing our w--, we w,ll vse that degree of care sad slull ordinarily exercised under similar circumstances by compctent members of the design profession pact -mg in dill locality_ Fm6-, sane than,- a� .djueunenta ul tlhe projectwill be nequtied ul order correct -robs or omissions ul constmction documents and e6aild be anticipated an we: constmction budget contingenc,. linutatiun of liability The total.ggepte lability of dine Architect/Interior Designee, including As subeonsultarn, wal not be greater than two times(2 ) the total amount ofram fee rr Professional senores for da-m, against die Abclutect/Inredor Deal e-il.ted to the project and senates tendered or faded to rende, mduding, but not limited to, professional enron oromrssions within the Animal standard of care, negligence, strict habJity, breach of contract or warm y. Waive of Con-Wearaml Duvmages To the fdleut Brent pemuned by law, nath—the Owner, theAnddrect/Interior Designer, or the. repect a offic-, directon, purser, employees, contractor or aub- consulmnts shall be liable to the other or any dandpan, beneficiary clvmung under the Ageemenr or shall make my dawn for my incidental, indirect or consequential damages —amg not of or conoected in any way to the Project or Am Agreement No Fidemiuy Re massibRity of the Architect/Interior De signer mthe Owns The provisions of th6.geement constimre the complete sesponab3tiex and define the relationship of the Owner and Architect/Imeten Designer; moreover, notbang 6-an estabkehes a fiduciny noponsbdty of the Abcldrect/Interior Des neb to the Owner END OF TERMS AND CONDITIONS GORGAN 0 25G-219 FEE PROPOSAL SUBCONSULTANTS: PBS ENGINEERS ®R B S ENGINEERS MECHANICAL ELECTRICAL PLUMBING I CONSULTING ENGINEERS 2020 SCHEDULE OF CHARGES The fee for our services will be based on the charges listed below. All fee quotations are applicable for a period of ninety (90) days from the date of the proposal to which this schedule is attached. We reserve the right to modify these rates upon thirty (30) days advance notice. PERSONNEL/HOURLY RATE Principal Engineer $180 Senior CADD/Revit Operator $115 Project Manager $155 CADD/Revit Operator/Drafting $95 Project/Senior Engineer $135 Senior Field Representative $120 Senior Designer $125 Field Representative $110 Designer $120 Word Processor/Clerical $90 These rates apply to regular time and travel time in the continental United States. A maximum travel time of eight hours will be charged in any day. Overtime, if required in the interest of the project, will be charged at the above rates for professional personnel and at 1.5 times the above rates for other personnel. Overtime will applyto time in excess of eight hours per weekday and all time on Saturdays, Sundays, and holidays. In the event of adverse weather conditions or other factors beyond our control, a standby charge of four hours per weekday will be made for field personnel. Reimbursable expenses are in addition to personnel rates. Reimbursable expenses will be billed at cost except as noted below. MISCELLANEOUS CHARGES Passenger Car $0.58/mile Plotting $5.00/sheet Photocopy $0.07/page INSURANCE PBS Engineers maintains Professional Liability, General Liability Insurance for bodily injury and property damage with a limit of $1,000,000 per occurrence for its own account and will furnish certificates of such insurance upon request. In the event the client desires additional coverage, we will, upon the client's written request, obtain additional insurance atthe client's expense. Glendora I Houston I Los Angeles I San Diego 2100 East Route 66, Suite 210 Glendon, CA 91740 I T 626.650.0350 F 626.650.0352 www.pbsenyineem.com Page 1 OORGAN = 25G-220 FEE PROPOSAL SUBCONSULTANTS: MIYAMOTO 2020 HOURLY BILLING RATES Principal..................................................................................... $275/hr. Associate Principal.................................................................... $225/hr. Senior Associate........................................................................ $170/hr. Associate................................................................................... $160/hr. Senior Project Engineer............................................................. $140/hr. Senior Designer......................................................................... $125/hr. Project Engineer........................................................................ $125/hr. Staff Engineer............................................................................ $120/hr. Administrative Assistant.............................................................. $80/hr. Expert Witness ........................................................................... $350/hr. Deposition & Court Testimony .................................................. $400/hr. Billing rates are subject to annual review and changes based on market conditions and necessary salary adjustments. 3 O room O 3 OONGAN■ 25G-221 CORGAN THANK YOU EXHIBIT 5 AGREEMENT TO PROVIDE ON -CALL SPACE PLANNING AND ARCHITECTURAL CONSULTING SERVICES THIS AGREEMENT is made and entered into this 17th day of November, 2020 by and between SVA Architects, Inc. ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On March 30, 2020, the City issued Request for Proposal No. 20-040, by which it sought qualified consultants to provide on -call space planning and architectural consulting services for the City's Public Works Agency. B. Consultant submitted a responsive proposal that was among those selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 20-040. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES On an on -call basis, and at the City's sole discretion, Consultant shall perform the services described in the scope of work that was included in RFP No. 20-040, which is attached as Exhibit A, and as more specifically delineated in Consultant's proposal, which is attached as Exhibit B and incorporated in full. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit B. Consultant is one of ten (10) consultants selected to provide services on an on -call basis under RFP No. 20-040. The total annual compensation for these services provided by all such consultants selected under RFP No. 20-040 shall not exceed the shared aggregate amount of $300,000 during the tern of the Agreement, including any extension periods. 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. 25�Qs#e23 Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals and Scope of Work, which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on November 16, 2023, unless terminated earlier in accordance with Section 17, below. The term of this Agreement may be extended for two 1 -year periods upon a writing executed by the City Manager and City Attorney. 4. PREVAELING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. � 1010 D1 9 DO 110409 1LOCO&I " 8 1F.1101 Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data!'), Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultatit prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 7. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subconsultants, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the California Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. C. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect, by Consultant, without thirty (30) days prior written notice to the City. (iv) Consultant shall supply City with a fully executed additional insured endorsement. f If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to famish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, Consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant or its subconsultants, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. ;.I RlllI 10. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 11. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: (714) 647-6956 Executive Director Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.Q. Box 1988 Santa Ana, CA 92702 To Consultant: SVA Architects, Inc. 6 Hutton Centre Drive, Suite 1150 Santa Ana, CA 92707 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these timeframes, weekends, federal, state, County or City holidays shall be excluded. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the' City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Consultants retained by City. 0'00. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 18. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 19. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 20. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 21. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: DAISY GOMEZ Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By: ly... -fL HN M. FUNK Sr. Assistant City Attorney RECOMMENDED FOR APPROVAL NABIL SABA, PE Executive Director Public Works Agency KRISTINE RIDGE City Manager CONSULTANT `� ( !�� L am . Robert M. i ons, AIA Title: President & Partner EXHIBIT A Appendix ATTACHMENT SCOPE OF WORK CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR SPACE PLANNING AND ARCHITECTURAL SERVICES RFP NO.: 20-040 Introduction and Background: The City of Santa Ana intends to retain Space Planning and Architectural Services on an as -needed or "on -call' basis. A Professional Services Agreement will be entered into with several of the qualified firms/consultant(s) to provide space planning and architectural services for a variety of projects on an on -call basis. Areas of responsibility shall include architectural, space planning, structural, construction management, mechanical and electrical engineering, ADA survey, and move management services. On an on -call, as -needed basis, the selected firm(s) may be asked to provide professional services on specific, project -by -project basis, based on an agreed -upon scope of services and fees. All proposals, plans, drawings, specifications, estimates, grant applications, and/or studies will be subject to the final approval and satisfaction of the City of Santa Ana. The architects and engineers in the firm must be licensed and legally qualified in the State of California to practice the work for which consideration is requested. Selected firm(s) shall have the necessary qualifications and experience to provide space -planning, architectural, and engineering consulting services to the City. Services may involve all or some of the phases of project development and shall include, but not necessarily be limited to, the following activities: Site Analvsis Perform site analysis during initial design work. This may include site visits, photographs, analysis of existing space(s), meetings with various City departments to discuss specific space requirements. Conceptual Lavouts/Space Planning Prepare alternative preliminary space layouts, including engineering details and engineering calculations, and estimates of probable costs for each alternative. Present information to the City along with a written response of the advantages and disadvantages of each alternative plan taking into consideration operational, programmatic, adjacency needs and appropriate design standards. Permits/City Approvals (City as regulatory agency) Assist City departments in obtaining entitlements, permits and other City approvals, as required. Architectural, Interior Design, and Engineering Services Provide architectural, structural, mechanical and electrical engineering services and cost City estimating services during the schematic design, design development and construction document phases. Work products shall include engineering details, engineering calculations, architectural plans, and elevations, material specifications, cost estimate, and final plans and specifications. Prior to acceptance of design, Consultant is to prepare a summary report detailing the effort of utility coordination, IT coordination, and due diligence for the City's review and acceptance. Third -party cost estimate and constructability review may be included in the design effort at the City's request. 1. Schematic Design: Develop schematic design site plan drawings illustrating the scale and relationship of project components. 2. Design Development: Prepare design development package consisting of: a) Drawings and other documents that outline repairs or solutions and describe the size and character of the project with respect to architectural, interior, structural, mechanical and electrical systems b) Materials and samples c) Other required elements based on the approved schematic design documents. Designs must comply with the current Building codes and any other City requirements. Additional site visits and coordination with City departments will be required to ensure that design development meets the department's needs. 3. Construction Documents: Prepare construction documents consisting of plans and specifications, calculations, and cost estimates setting forth in detail the requirements for the construction of the project based on the approved schematic design and design development documents. The construction documents will include, but not limited to: plans, details, and specifications for structural, electrical, mechanical, plumbing, ADA requirements, parking, and landscaping; all fully coordinated with the architectural design. Plans should include recommendations for green building standards and sustainable development to reduce costs, improve the health of building occupants, and reduce the negative impacts to the environment. A refined cost estimate based on the final construction documents shall also be prepared. There shall be no additional costs due to revisions of the drawings to bring the design up to code compliance. Assist the City departments in obtaining reviews and approvals from applicable public agencies for design reviews, plan checks, and permits. Assist the City in obtaining all required permits, reports, and other information to bid the project. The City will pay all permit fees. The Consultant shall be required to provide continued communication and feedback with various City personnel throughout the process to provide a cost-effective and quality design that meets the needs of the client department(s). Post Design Services At the City's sole discretion, assist the City Department(s) with the following services. 1. Bidding a) Preparing bid documents and packages b) Answering bidder's questions City c) Scheduling and attending pre -bid conferences and job/site walks d) Preparing bid addenda e) Preparing bid analyses and reviewing and responding to bidders' submittals, such as shop drawings, product data, samples and proposed equivalent products and materials. 2. Construction and Construction Management a) Prepare "as -built" drawings, in current CAD format, as required b) Visit construction site as needed to monitor quality of the work and resolve construction issues. c) Assist engineer, consultant and inspector with interpretation of the following: • Plans and specifications • Analysis of change conditions • Development of corrective actions • Review of shop drawings and other submittals • Review, negotiation and preparation of change orders d) Manage the construction phase and coordinate construction meetings to ensure the project is completed on time and within budget. • Provide weekly estimates of percent of work completed • Approve vendor invoices for submittal to the City. Move Management Services At the City's sole discretion, assist the City Department(s) with the following services. • Survey all existing items to relocate. • Meet with client and the client's furniture vendor to verify the placement of all items for move. • Third party/peer review of architectural plan(s). • Prepare move plans to show numbering system for ease of labeling boxes and items to move. • Prepare "move in" sketches for mover use, showing office and common area layouts. • Coordinate with the City's Telecommunication Services and instruct staff in preparing for the move. • Coordinate and closely supervise move labor. • Be responsible for all post -move follow-up. Special Services • Complete the State of California ADA surveys. • Provide value engineering services upon request. • Complete LEED Certification documentation upon request. Plans and Documents All plans and other documents prepared by the Consultant on behalf of the City shall become sole property of the City. All documents and files must comply with current requirements set forth by the various entities for record retention. Fee Proposal: In addition to Section III.B.3 (Submittal Requirements: Fee Proposal) fee schedule shall be structured as follows: City The fee proposal shall include the firm's standard hourly fee schedule, and/or project fee schedule where applicable and as outlined in this document. A list of all positions and hourly rates required to perform the services described herein. A more detailed scope of work will be provided when/if a specific project proposal is requested of a consultant. Other Terms and Conditions: 1. The project will be implemented in compliance with the City of Santa Ana's policies, as well as Prevailing Wages and State/Federal Requirements. 2. The City regards the inclusion of California based designs, engineering, and construction professionals, facilities, and services as part of the Team to be highly desirable, but not mandatory. 3. The City reserves the right to amend this Request for Proposal by addendum prior to the final dates of submission. 4. All reports, proposals, or other data or materials which are submitted shall become the sole property of the City of Santa Ana with the exception of the confidential Financial Capacity information and sealed fee proposals which will be returned to all proposers after award of contract to the selected Proposer. 5. All products used or developed in the execution of any contract resulting from this request will remain in the public domain at the completion of this project. 6. The City has an affirmative action program. The purpose of the affirmative action program is to encourage certified minority business enterprises and women business enterprises. All submitting firms must have established affirmative action programs approvable by the City. During the RFP stage, all firms will need to complete a "Certification of Non -Discrimination by Contractors" for each firm on their team. City SAzy I p 0 s 1 a 1i F i lR --di . SVA ARCHITECTS, 'TM 6 HUTTON CENTRE DRIVE, SUITE 1150 SANTA ANA, CA 92707 T: 949.809.3380 WW W.SVA-ARCHITECTS.COM I ARCHITECTS A. COVER LETTER April 20, 2020 City of Santa Ana Santa Ana Public Works Agency 20 Civic Center Plaza Santa Ana, CA 92701 RE: RFP FOR SPACE PLANNING AND ARCHITECTURAL CONSULTING SERVICES Dear Ms. Lomeli: SVAArchitects, Inc. (SVA) is excited to submit our qualifications to the City of Santa Ana ("City") to provide Space Planning and Architectural Consulting Services. Our primary focus is public work, and our proposed team members have been selected based on their architectural expertise plus overall civic experience. SVA will lead a skilled, multidisciplinary team and ensure that the implementation and improvements will achieve the vision of the project committee. The City will benefit from a team that can demonstrate the following expertise: • Relevant Public Sector Experience - We have developed a diverse portfolio of work and collaborated with various civic clients for new construction and expansion as well as renovations and modernization of all scales. We have broad experience We have broad experience encompassing scope from ADA improvements and technology upgrades to space planning and full A/E scope. • Local Presence - Partnership in our local community is important to us. As a firm headquartered in Santa Ana, we have the resources to respond quickly and work closely with the City we call home. Our local clients include include Orange County Public Works (OCPW), Santa Ana Unified School District, Rancho Santiago Community College District (RSCCD), City of Anaheim, and the City of La Habra. • Serving as "On -Call" Architects — Our team understands the expectations of this role and what an as - needed or on -call basis entails. We are currently an On -Call Architect for both OCPW and RSCCD, as we also have the added advantage of being local to these clients. We are working on about half a dozen of projects for each of them and we can provide similar services to the City of Santa Ana. • Cost & Schedule Control — On -time and on -budget delivery is a constant goal of management and is placed as a permanent item on the project meeting agendas. We actively participate in maintaining the project budget, and our experience from past assignments has proven invaluable in obtaining the maximum value and quality for every construction dollar spent. We are confident in our ability to use a fully integrated design approach to meet and exceed the goals of these on -call projects. Our reputation in completing similar projects, our many award -winning designs, and our repeat relationships with satisfied clients makes us uniquely qualified. We look forward to the opportunity to show our commitment to the City of Santa Ana. SVA acknowledges receipt of Addenda #1 and #2 dated April 14, 2020 and April 15, 2020, respectively. Sincerely, SVA ARCHITECTS, INC. SVAArchitects, Inc. 6 Hutton Centre Drive, Suite 1150 Santa Ana, CA 92707 Robert M. Simons, AIA T : 949.809.3380 President & Partner www scom va-architects.ARCHITECTS 25G-236 City of Santa Ana I SVAArchitects 1 B. CONTRACT A SVA has reviewed Attachment 2 of the Appendix Standard Agreement and concurs with all provisions as contained therein. Some of our current and recent public sector clients include: X14HEI# Pgavies BEAUMONT MUMrv..... �o i CITY OF LA HABRA .' MOUNTAIN VIEW SAN %, DIEGO) Cn of Thousand Oaks COMMUNITY DFVFIOPUFNT Monte Vista wa o. PublicWorks I.� THE PORT OF LOS ANGELES Ar parks 25G-237 City of Santa Ana I SVAArchitects C. FIRM AND TEAM EXPERIENCE FIRM BACKGROUND SVAArchitects, Inc. (SVA), possesses decades of innovative and award -winning architecture, master planning, and sustainable design achievements. Mr. Robert Simons, AIA, and Mr. Ernesto Vasquez, FAIA, founded the company in 2003. Since its inception, SVA has advocated for the development and improvement of healthy communities through creative and sustainable design. We regularly and avidly interacted with cities and counties, public agencies, school districts, and universities to produce successful projects. As President and CEO, respectively, they have over 80 years of combined architectural experience, and have utilized this expertise and skill to lead the SVA Team in designing a wide range of 21 st century facilities. The firm's success lies in our well -demonstrated ability to achieve highly attractive, functional, and efficient architecture, while completing a wide variety of projects on time and on budget. (Firm Size: 55) SVA has served as the On -Call Architect for many civic and institutional clients — they include cities, counties, water districts, school districts, and transportation agencies. Our team is also very efficient when it comes to working on multiple projects on one site, as well as multiple sites for the same client. We have provided architectural services for many clients that encompass 10 to 20 sites. The potential projects referenced in the RFP are parallel to many of the projects in our portfolio. Our vast experience includes City Hall and Civic Centers with Council Chambers, Conference and Events Centers that are flexible to accommodate a variety of functions, Police and Fire Facilities, Libraries for diverse communities, Senior and Youth/Teen Centers, Park and Restroom Facilities, and a variety of Administrative Offices spanning civic and educational clients to commercial developments. We are confident that we can deliver successful results for the City of Santa Ana; we look forward to serving your communities. We have the capacity and capability to collaborate with the City at every stage. No project is too small and no detail too insignificant. Having read through the RFP's Scope of Work, we are confident we can provide on -call services for the various projects you require ORGANIZATIONAL CHART SVA KEY PROJECT TEAM MEMBERS SVA PIC/AOR & MEL TAN ROBERT PULEO DANIEL RUIZ MAIN POINT OF CONTACT Project Architect/ Director of Job Captain Sr. Designer Interiors I I I DAVID FORMAN JUDYCHENG ROBERT M. SIMONS Illulll QA/pC Director Project Coordinator Partner -in -Charge & Architect of Record DOUG BROWN Sr. Project Manager 25G-238 City of Santa Ana I SVAArchitects TITLE Partner& President EDUCATION Bachelor of Architecture, California Polytechnic State University, San Luis Obispo REGISTERED ARCHITECT C - 18301 TITLE Senior Associate Partner EDUCATION Master of Architecture, Arizona State University Bachelor of Science in Architectural Studies, Arizona State University REGISTERED ARCHITECT C - 30818 TITLE Senior Associate Partner EDUCATION Bachelor of Architecture, California State Polytechnic University Architecture & Planning Certificate, University of Copenhagen, Denmark ROBERT M. SIMONS, AIA PARTNER -IN -CHARGE Mr. Simons is the President of SVA and will serve as the Partner -in -Charge for SVA's Civic projects. He brings over 35 years of professional experience, and has a dedicated portfolio of civil and public projects, including City Halls, Conference Centers, Fire Stations, Senior Centers, Libraries, and Community -Focused Facilities. He will oversee the programming, planning, and design services for the City of Santa PROJECT EXPERIENCE • Mile Square Park Shelter #3 Replacement, Fountain Valley, CA • IEHP Tenant Improvement and Campus Courtyard, Rancho Cucamonga, CA • LA Southwest College Student Service Center; Los Angeles, CA • City of Beaumont Civic Plaza and Downtown Beautification, Beaumont, CA • City of San Diego San Ysidro Library, San Ysidro, CA • City of Anaheim On -Call Services, Anaheim, CA • Rancho Santiago CCD On -Call Services, Santa Ana, CA DOUG BROWN NCARB, ARCHITECT SENIOR PROJECT MANAGER Mr. Brown will be the Project Manager for the City of Santa Ana's projects and will have the responsibility for fully coordinating the work of our selected engineers and consultants. Mr. Brown has extensive experience with a variety of architectural assignments, ranging from public projects to school facilities and auditoriums. He is very familiar with design and code requirements. PROJECT EXPERIENCE • City of Irvine Great Park Administration Building; Irvine, CA • Westminster Library Modernization, Westminster, CA • City of Thousand Oaks Kavli Theatre Auditorium, Thousand Oaks, CA • La Puente Enhanced One Stop Development Center Project, La Puente, CA • Moreno Valley College Ben Clark Education & Training Center; Riverside, CA • LAC + USC Child Care Center, Los Angeles, CA • Orange County Transportation Authority Bus Wash • City of La Habra Civic Center MEL TAN ARCHITECT PROJECT ARCHITECT / SENIOR DESIGNER Mr. Tan will serve as Project Architect and Senior Designer. Mel has been responsible for master planning, conceptual design solutions and crafting the vision of the firm's various civic and educational projects throughout California. He has extensive experience with a variety of architectural assignments including a long history with civic and public facilities. With over 30 years of design experience, he will coordinate closely with the project committee and the design team. PROJECT EXPERIENCE • City of Moreno Valley Civic Center Amphitheater, Moreno Valley, CA • West Basin Municipal Water District Water Recycling Facility & Visitor Center Renovation, El Segundo, CA • City of Riveside Arlanza Library • Carbon Canyon Amphitheater Remodel, Brea, CA • City of Riverside La Sierra Senior Center • Woodbridge High School Performing Arts Center, Irvine, CA • Santa Ana USD District -wide Modernizations, Santa Ana, CA REGISTERED ARCHITECT C - 18828 25G-239 City of Santa Ana I SVAArchitects 4 SVA V `—70NNEL SVAArchitects has the resources of over 50 professional staff members to provide all necessary and required architectural and planning services to the City. Moreover, SVA has the staffing resources to accommodate and respond to any magnitude of schedule change; depending on project phase, we will assign additional staff accordingly and ask our consultants to do the same. Daniel Ruiz JOB CAPTAIN Mr. Ruiz has worked on a variety of civic, educational, residential, and mixed -use developments throughout his career. He specializes in the oversight of design drawings from the development phase through construction completion. As Job Captain, he will be responsible for supporting all aspects of project document development and coordinating with all project team members to maintain the quality of the work product within the established project schedule. He received his Bachelor of Architecture from the University of Southern California. ROBERT PULEO, ASSOCIATE IIDA DIRECTOR OF INTERIORS Mr. Puleo has close to 30 years of professional experience in functional space planning, overall facility utilization and layout studies, interior design and project management. He is especially accomplished in building requirements programming, existing facility evaluation studies, building renovation and relocation, floor area analysis and space layout planning. He can also provide FF&E services if needed for the assignment. He received his Bachelor of Architecture from University of Arizona. DAVID FORMAN, AIA DIRECTOR OF QUALITY ASSURANCE & QUALITY CONTROL Mr. Forman has proven himself to be a versatile project architect particularly knowledgeable in technical and design areas. He will define and manage the QA/ QC procedures, manage risk analysis and resource planning, and take an active role in process inspection and improvement. Mr. Forman's career has been marked by his ability to produce award -winning projects on time and on budget. He received his Bachelor of Architecture from California State Polytechnic University, Pomona. JUDYCHENG, MBA, LEEDAP Principal I PROJECT COORDINATOR Ms. Cheng will be the Project Coordinator assigned to these projects. Judy has been a major part of the firm's success, having joined SVA over 15 years ago. She has been involved with all phases of projects from schematics to construction administration for various institutional projects. Her recent projects include those for Orange County Public Works and City of Irvine. Ms. Cheng received her Bachelor of Architecture from University of Southern California and a Master's Degree in Business Administration from University of California, Irvine. 25G-240 City of Santa Ana I SVAArchitects PROPOSED SUB -CONSULTANTS SVA has an excellent track record with many highly qualified sub -consultants in the area and we have selected the consulting team members that best meet the City's objectives. Below is the list of sub -consultants we will work with to see that the City's goals and projects are successfully completed. VCA Engineers, Inc. I Civil and Structural Engineers 2151 Michelson Drive #240, Irvine, CA 92612 // 949.679.0870 // www.vcaeng.com lihCAE„� NEEa ,„ . VCA is a client -focused, service -oriented civil and structural engineering firm with two (2) strategic offices in California. The company was established in 2003 and is comprised of thirty (30) employees that, as a team, engage in a wide variety of engineering designs and services involving private and public land development, facility engineering, transportation engineering, and topographical engineering. Syska Hennessy Group I MEP Engineers 9910Irvine Center Drive, Irvine, CA 92618 // 949.396.1539 // www.syska.com Syska Hennessy Group is a leading global, full -service MEP, Technology, Vertical Transportation and Commissioning firm for the civic, government and commercial SYSKA HENNESSY sectors. With more than 500 professionals across 18 offices. Our Orange County GROUP office provides Syska's comprehensive engineering services, and our specialized energy team is recognized as the best in the business with multiple LEED Platinum and Net Zero projects. We provide a full range of engineering services for projects of every size and budget: from civic centers to cultural performing arts centers, and from state courthouses to small office renovations. Sierra West Group I Cost Estimator 9700 Business Park Dr. #102, Sacramento, CA 95927 // 916.925.400011 www.sierrawestgroup.com Sierra West Group is the leading cost estimating firm in the western United States Sierra West Group and at the forefront of current developments in the construction industry. We have worked on educational projects for over 20 years. With over 200 successful educational projects behind us, we are uniquely suited to provide the comprehensive estimating that is needed. Our team comprises experienced estimators specializing in new and renovation construction, long range facilities master planning and modernization, of an extensive range of public and private projects. 25G-241 City of Santa Ana I SVAArchitects D. UNDERSTANDING OF NEED (IN GENERAL) Below is an overview of the typical project phases and their tasks. Each project scope will be reviewed and the architectural and engineering services will be tailored accordingly. Project Orientation Members of our project team will conduct an initial meeting with City staff, facilities team, and other stakeholders to review the project objectives and planning premises. We will tour the existing facility and site to better understand the stakeholders' concerns and their goals. We will obtain and review any existing plans and documents pertinent to the development of the project. Additionally, we will discuss the organizational structure, time schedule, project budget, and other special areas of interest to the City. We will also establish the key architect and client responsibilities, the suggested procedures and priorities, and the methods for work review and approval during the course of the project. Input meetings regarding the architectural programming and design issues will be conducted during the concept master planning and programming phase. Additional meetings will be conducted for review of the conceptual design with the goal to obtain final design approval. Schematic Design Schematic design studies will be developed based upon the results of the conceptual design phase. Sketch studies will be prepared depicting relationships of functional areas, building utilization, and the primary interior activity relationships related to the building and program adjacencies. Schematic site and floor plans, building elevations, building sections and preliminary landscape/parking plans will be prepared. Schematic site studies will also be prepared in order to create architectural site plans to indicate functional site requirements, vehicle and pedestrian circulation systems, signage, etc. All major program elements for a completed project with any requirements for future phasing or program expansion will be outlined. The schematic design documents will be evaluated for the purpose of comparing major advantages and disadvantages, as well as cost considerations. Criteria will be established for all major engineering systems, and will be compared to consider the programmatic, security, environmental, operational and maintenance characteristics. Reviews will be established with the project committee and with applicable governing agencies. A preliminary building code analysis will be reviewed at this time. A preliminary estimate of construction costs will be prepared. At the conclusion of the schematic design phase, a final design concept will be defined and approved. Completion of schematic design documents, sketches, studies, and analysis will occur. A preliminary material board will be prepared based upon the final design concept. Upon completion of schematic design components, the preliminary design will be presented for review and approval. . Wv � City of Santa Ana I SVAArchitects Design Development Design development drawings, outline specifications, and preliminary engineering calculations and analysis will be performed for all major disciplines. Drawings will reflect architectural, interiors, civil, landscape architectural, structural, electrical / mechanical, and specialty design components. Detailed development of project components will occur. Construction materials, methodologies, major products and materials, and required equipment will also be determined. Design development concepts will be prepared and defined based upon function, security, permanency, quality, and cost. Structural design studies will be completed to primarily assess the best structural concepts for the facility. The mechanical system design will be developed based upon zoning requirements, capacities, and program criteria. Power services, lighting, telephone, communications, etc. will be identified and reviewed. An outline set of specifications and a preliminary draft of the final project manual will be created including bidding and contract requirements, general conditions, and all division one requirements. A second estimate of construction costs will be developed. Wherever possible, based upon the amount of detail available, area and material take -offs will be prepared with estimates of labor, overhead / profit, and general condition requirements. Construction Documentation Based upon the results of previous reviews, the final design of the project will be coordinated with the stakeholders. Design development documents will be revised and refined accordingly. The design team will prepare all final construction documents, drawings, and supporting calculations. All engineering systems design will be finalized and completed. A final interiors color and material presentation board will be prepared and submitted for review and approval. The design team will coordinate and check documents. The design team will prepare and coordinate the construction contract contents of the project manual including the technical specifications, bidding package, general conditions, and division one requirements. Updated estimates of construction costs will be prepared during this phase. The final construction documents, project manual, supporting calculations, and final cost estimate will be presented to the City for final review and approval. Construction documents will be submitted to the local jurisdictions for plan check and permit approval. The design team will make all necessary revisions and corrections consistent with all agency reviews and will obtain final approvals from all governing authorities in order to secure final plan check approval. Bidding Phase Contract documents and bidding requirements will be assembled and incorporated into the project manual. The design team will assist the project committee in the modification of certain parts as may be required by construction manager review pertaining to the instructions to bidders and agreements for construction. The design team will coordinate distribution to contractors, assistance with a construction pre -bid conference, and availability to answer bidder's questions during the bidding phase. Any necessary addenda will be prepared, and our design team will assist the City in evaluating all of the bids and the related bidder's qualifications. The design team will make recommendations to the project coordinator for award of the construction contract. Construction Administration Our design team will provide construction observation on a scheduled basis to observe the progress of construction, quality of work, and to determine if general compliance with drawings and specifications is being achieved. Our design team will advise the City of any deficiencies observed in the work during construction. Both an administrative and physical review of the status of the project will be conducted. We will review and prepare meeting minutes, make recommendations, prepare and process field revisions and clarifications, construction changes authorizations, and any necessary change orders. The design team will review shop drawings, testing and inspection reports, and product / material samples submitted by the contractor. We will monitor the status of construction in order to review and process the contractor's application for payment on a monthly basis. SVA will review and monitor the construction schedule as required. Specific attention will be given to major phases and events related to determination of overall critical path. Specific job site reviews will be conducted in order to determine the point of substantial and final completion. A detailed punch list will be created for each space, building component, or site element in a detailed manner by the design team and submitted to the contractor for correction and completion. At the time of final completion, the design team will conduct a final job site review. 25^V _243 City of Santa Ana I SVAArchitects 8 MENINa9TAu■9Y•11101EW NIN191[4li COUNTY OF ORANGE PUBLIC WORKS VARIOUS PROJECTS (ON -CALL), ORANGE COUNTY, CA SVA has or is currently providing services for Orange County Public Works on several different projects. The projects vary in scope from an amphitheater seating remodel to a park shelter replacement to a harbor revitalization master plan. These projects prioritize community needs and reflect SVA's commitment to enduring and healthy public spaces. A partial list of projects are listed below: 1. Mile Square Park Shelter #3 Replacement The picnic shelter #3 replaces a group of old and rotting wood shelters, picnic tables, service counters with sink, and BBQ grills. 2. Carbon Canyon Amphitheater Remodel The project includes new seating for 500-600 people, a covered staging area about the same size as the current pad, lighting and power at the stage. 3. Dana Point Harbor Revitalization This master plan project provides an essential revitalization of the Dana Point Harbor Commercial Core, a vibrant and lively area. 4. Craig's Park Sports Complex Update This project is to remove and replace approximately 2,555 SF of existing wooden lattice structure. 5. Yorba Maintenance Building Remodel The project includes the renovation of the existing Maintenance Yard Operations Office. 6. Mile Square Park Maintenance Building Expansion This project included the expansion of the existing Maintenance Yard Office/Building at Miles Square Park. 7. Rancho Santa Margarita Library Remodel This project is still in the contracting phase, but will include the remodel of the Rancho Santa Margarita Library, giving it a modern look. 8. Cypress Library Remodel The Cypress Library will be remodeled and will be given updated features throughout the building. Client Name County of Orange Year Completed 2016-Ongoing Contact Ted Pittman Project Manager 714.647.3497 vILy W1 v01 ILOr 110 I vVr. lY111LG RANCHO SANTIAGO CCD VARIOUS PROJECTS, ORANGE & SANTAANA, CA SVA is currently working with Rancho Santiago Community College District to improve various projects around their campuses. Those projects include the following: 1. Building K Assessment SVA is providing an assessment that proposes recommendations for replacements, code -compliant upgrades, and deficiencies which will help make the building, and its site, current to code and relevant to use. 2. Russell Hall Secondary Effect Relocations This project will include the relocation of remaining divisions and departments effected by the demolition of the Russell Hall building to other locations on campus. 3. Campus Entrance Improvements Project at SCC This master plan project provides an essential revitalization of the Dana Point Harbor Commercial Core, a vibrant and lively area. 4. Campus Entrance Improvements Project at SAC This project is to remove and replace approximately 2,555 SF of existing wooden lattice structure. 5. East Chapman Entry Repairs Project SVA is designing a new entry plaza at both SAC and SCC that will provide a vehicular looped driveway, passenger loading zone to serve Client Name County of Orange Year Completed 2016-Ongoing Contact Allison Coburn Facilities Project Manager 714.480.7530 \COLLEGE aUII K 1 LILY WI Sul I a I to i CITY OF LA HABRA CITY CENTER, LA HABRA,' The Civic Center was relocated to an existing business complex directly across Client Name the street. The old facility had dim corridors along with confusing split departments City of La Habra and an infrastructure not ready to accommodate today's technology. The new City Hall houses all departments and functions including administration, finance, Year Completed community development, public works, and engineering. There is additional 2017 space for the existing Post Office, new police evidence storage and training Contact workshop space. One of the key design features of the new City Hall is the Roy Ramsland transformation of the exterior courtyard to an enclosed atrium -style lobby, filled Planning Manager with natural light, this now serves as the central hub for all the City's services. 562.383.4100 The project also adapted the adjacent old bank building into the new Council Chambers including utilizing the vault as the public record file room. NANT IMPROVEMENTS, RIVERSIDE, CA SVA worked with the University of California, Riverside to provide 25,000 Client Name square feet of tenant improvements. Efficiency was a key factor in the design. UC Office of the The proposed design facilitates bringing natural light. All interior offices were President provided with generous sidelights maximizing the opportunities for the use of natural light decreases the dependence on artificial lighting; assisting in Year Completed decreasing energy consumption and lowering utility bills. Assignable square 2018 footage has been maximized through the use of double acting circulation paths Contact that provide access to multiple functions at once, such as private offices and .John Franklin workstation areas. Durable and long-lasting materials were selected to extend Senior Project Manager deferred maintenance. The project is LEED Gold Certified. 951.203.7910 25�-24� CityofSantaAnaISVAArchitects 11 COUNTY OF LOS ANGELES QUARTZ HILL LIBRARY, LOS ANGELES, CA] This LEED Gold certified library takes inspiration from the warm desert environment in which it sits, promoting a campus -like environment at the intersection of community education and sustainability. The Quartz Hill Library is a linear, one-story facility that is anchored by a metal canopy structure that runs north to south along the eastern fagade. The simple organization of the design creates a harmonious balance between the central public gathering spaces (main lobby, customer service desk, community meeting room, and quiet study spaces). Eco-friendly features such as bioswales, drought -tolerant landscaping, maximized controlled daylighting, and controlled interior lighting ensure that this facility will be sustainable throughout the years. COUNTY OF LA ONE -STOP DEVELOPMENT CENTER, LA PUENTE, CA Client Name County of Los Angeles Year Completed 2016 Contact Vache Kelediijan Capital Project Manager 562.940.8421 Located on a 32,752 square -foot site, the project will include the construction of a new facility and demolition of the existing facility and a surface parking lot. The new building is defined as a 7,500 sq. ft. one-story building providing public services, public restrooms, meeting space, shared County space, and storage space. We have developed a site and building plan that are very efficient and provide a clarity of purpose and organization to both the public patrons that will visit the facility and the staff that will call it home during business hours. LAC + USC CHILD CARE CENTER, LOS ANGELES, The site covers over 17,500 square -feet of vacant land in the middle of the larger medical center campus. The buildings will include infant rooms, toddler classrooms, preschool classrooms, an administrative office, reception, staff lounge, warming kitchen, outdoor playgrounds and support spaces as required for approximately 72 children. Additionally, the project will develop the site to provide for utilities, landscaping improvements, walkways, trails, and driveway approach to serve both this facility and the surrounding health care 25G-247 City of Santa Ana I SVAArchitects 12 CITY OF IRVINE GREAT PARK ADMINISTRATION BUILDING AND ON -CALL SERVICES The new Great Park Administration Building to be located near the Orange Balloon is approximately 28,000 sq. ft. The complex contains the following functions: Community Services, Public Safety, Building Maintenance, and Staff Operational Areas. The project also includes a parking lot, four acres of site - work, and incorporates sustainable design and energy efficiency principles into for both new construction and renovation. SVA serves as the on -call architect for the City of Irvine. In addition to our work at the Great Park we are providing a public safety feasibility study. CITY OF SAN DIEGO SAN YSIDRO LIBRARY, SAN YSIDRO, CA The original San Ysidro Branch Library was built in 1924 and was only 4,089 sq. ft. It lacked meeting rooms, a computer lab and onsite parking proving to be outdated and inadequate forthe San Ysidro community. The project involved the design and construction of a new single -story library of approximately 15,000 sq. ft. and the restoration of the existing designated historic home. The library building consists of Entry/Community Services, Computer Lab, Reader Service Area, Informal Reading/Special Feature Area, Reference Area, Multipurpose Room, Adult/Young Adult Area, Children's Area, and Staff Support Areas. Client Name City of Irvine Year Completed Ongoing Contact Steve Torelli Senior Management Analyst 949.724.6381 Client Name City of San Ysidro Year Completed 2019 Contact Zina Rummani Associate Engineer 619.866.1471 Z0"-,Z40 City of Santa Ana I SVAArchitects 13 WEST BASIN MUNICIPAL WATER DISTRICT AND VISITOR CENTER, EL SEGUNDO, CA The driving design theme behind the renovation of the West Basin Municipal Water District's Edward C. Little Water Recycling Facility and Visitor Center ("ECLWRF") was Education. The goal was to create a Visitor Center that educates the general public on the Water District's dynamic and vital role in the water cycle. It features an enlarged and remodeled public lobby space and a newly constructed conferencing center where interpretative exhibits and multimedia presentations educate visitors on the five "designer waters." The project also includes reconfiguration of the existing conference room; construction of new large divisible meeting/conference room, enlarged public restrooms and outdoor seating areas, an expanded parking lot with electric vehicle charging stations, indigenous landscaping, and a full HVAC replacement. r ADDITIONAL EXPERIENCE dr� •. Client Name West Basin Municipal Water District Year Completed 2019 Contact Kevin Cullen Water Resources Engineer 310.660.6259 City of Santa Ana I SVAArchitects 14 F. REFERENCES Or ,,CPub]icWorks �+S • • Community College District i CITY OF LA HABRA i SAN r DIEGOJ Orange County Public Works Blair Fickett, Project Manager 601 N Ross St, Santa Ana, CA 92701 562.301.4644 1 blair.fickett@ocparks.com Rancho Santiago County Community College District Allison Coburn, Facilities Project Manager 2323 N Broadway, Santa Ana, CA 92706 714.480.7530 1 allison@rscd.edu City of La Habra Roy Ramsland, Planning Manager 201 E La Habra Blvd., La Habra, CA 90631 562.383.4100 1 rramsland@lahabraca.gov West Basin Municipal Water District 17140 South Avalon Blvd., Carson, CA90746 Water Resources Engineer 310.660.6259 1 KevinC@westbasin.org County of Los Angeles Vache Keledijan, Capital Project Manager 500 W. Temple St., Room 358, Los Angeles, CA, 90012 562.940.8421 1 vkeledijan@library.lacounty.gov City of San Diego Zina Rummani, Associate Engineer 202 C St. San Diego, CA 92101 619.866.1471 1 zrummani@sandiego.gov 25G-250 City of Santa Ana I SVAArchitects 15 Below is a typical work plan reflecting the usual process and project milestones. Once the full scope is determined, we will tailor a customized schedule for the delivery of the project. KICK-OFFAND CONSENSUS BUILDING DATACOLLECTION& ASSESSMENT PROGRAMMING CONCEPTUAL MASTER I PLANNING PFOJECTTEAM KICK-OFFMEETING BEVIEWEXISTING DOCUMENTATION DISTRIBUTE QUESTION NAME TO REPRESENTATIVES DEFINE, ANALYZE AND DOCUMENT FEASIBILITYOF THE PROPOSED OPTIONS ESTABLISH TEAM RESPONSIBILITIES COMPLETE EXISTING CONDITION SURVEY 5 INVENTORY FACILITATE PROGRAM INTERVIEWS TO IDENTIFY'. -SPECS. - PERSONNEL&SPACE REQUIREMENTS - FUNCTIONAL ADJACENCIES DELIVERABLES/ DOCUMENTATION TO INCLUDE - EXECUTIVE SUMMARY - SPACE NEED ASSESS - SITEMASSING/ STUDIES -CODEANALYSIS -PAFKINGANAF -PR ECTE LESTIMATE -pFE-ESIGN ESTIMATE D - DESIGN GUIDELINES DISCUSS TIMELINE &MILESTONES ASSESS CONFIRM CONDITION OF EXISTING FACILITIES REVIEW PROJECT GOALS DEVELOP PROJECT/ SPACE PROGRAM CONTEXT DEVELOP STUDIES STUDIES STAKEHOLDER WORKSHOP S ALIGN PROPOSED SCHEDULE IDENTIFYSITE OPPORTUNITIES & CONSTRAINTS ANALYZE SUSTAINABLE DESIGN DEVELOP SUSTAINABLE DESIGN CONCEPTS IDENTIFY A COLLECT ADDITIONAL DATA AS RECTIFIED PHANECEING GENERATE IF OPTIONS IF NECESSARY SSARY ' ` 06 - 1 ` + SCHEMATIC DESIGN VALIDATE EXISTING CONDITIONS AND AS BUILT ACCURACY TRANSLATE VISION & PROGRAM INTO DESIGN CONCEPTS DEVELOP BLOCK PLANS TEST FITS, ELEVATIONS, RENDERINGS ANALYZE PRELIMINARY SYSTEMS & BUILDING COMPONENT IDENTIFY & VERIFY CODE/ AGENCY REQUIREMENTS PREPARE COST ESTIMATE PREPARE LEED PROJECT CHECKLIST OUTLINE SPECIFICATIONS INITIATE GOVERNMENTAL AGENCY FEVIE SAS RECTIFIED DESIGN DEVELOPMENT FURTHER DEVELOP& DETAIL INTEGRATED PLANS SECTIONS ELEVATIONS ASSIST USER GROUP WITH FF&E SELECTION ENSURE CODE COMPLIANCE UPDATE COST ESTIMATE INCORPORATE FEED REQUIREMENTS PFOVIDECUALITY CONTROL REFINE SPECIFICATIONS SUBMIT FOR PRELIMINARY PLAN CHECK AS RECTIFIED SELECTCOLOF AND MATERIAL CONSTRUCTION DOCUMENTATION FULLY DEVELOP DETAILED DRAWING SETAND SPECIFICATIONS FEVIE W& COORDINATE WITH SUB CONSULTANTS FINALIZE COST ESTIMATE PROVIDE CONSTRUCTABILITY REVIEW PROVIDE VALUE ENGINEERING AS RECTIFIED INCORPORATE LEED FECUIFEMENTS SUBMIT CONSTRUCTION DOCUMENTS FOR PLAN CHECK AND APPROVALS APPROVALS/ BID+ PERMIT OBTAIN FINAL JURISDICTION REVIEW AND APPROVAL ISSUE BID PACKAGE ASSIST WITH BIDDING PROCESS INCLUDING BID ADVERTISEMENT JOB WALK, ADDENDA PREPARATION, AND FESPONDINGTO BFYS BID EVALUATION AWARD CONTRACT 4 CONSTRUCTION ADMINISTRATION PREPARE DETAILED V,OFKPLAN FACILITATE WEEKLY CONSTRUCTION MEETINGS PROVIDE CONSTRUCTION OBSERVATION PROCESS SUBMITTALS & FFYS REVIEW & PROCESS CHANGEOFDEFS r ILE NOTICE OF COMPLETION FY FINAL PAYMENTJECTCLOSE OUTROCESSLEEDERTIFICATION 25G-251 City of Santa Ana I SVAArchitects 16 See separate document for hourly rates for SVA and our proposed subconsultants. 25G-252 City of Santa Ana I SVAArchitects 17 NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) In conformance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived, or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any other BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non -collusion Affidavit is part of the Proposal. BIDDERS are cautioned that making a false certification may subject the certifier to criminal prosecution. Signed State of California County of Orange Subscribed and sworn to (or affirmed) before me on this loth day of April , 20_, by , proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me 20 Notary not required at this time, per Addendum No. 1 Notary Public Signature Notary Public Seal 25G-253 City of Santa Ana I SVAArchitects 18 NON -LOBBYING CERTIFICATION The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities," in conformance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such subrecipients shall certify and disclose accordingly. Signed: Partner & President Title: Firm: SVAArchitects, Inc. Date: 4/20/2020 25G-254 City of Santa Ana I SVAArchitects 19 Non -Discrimination Certification The undersigned Contractor or corporate officer, during the performance of this contract, certifies as follows: 1. The Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Contractor shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Contractor shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Contractor shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Contractor's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. 7. The Contractor shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Contractor becomes involved in, or is threatened with, litigation with a subContractor or Contractor as a result of such direction by the administering agency, the Contractor may request that the United States enter into such litigation to protect the interests of the United States. 8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, no discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any Contractor of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter. Signed: Title: Partner & President Firm: SVAArchitects, Inc. Date: 4/20/2020 25 -255 City of Santa Ana I SVAArchitects 20 25G-256 S A N it �Mmuffl� + 1 a • SVA ARCHITECTS, INC. 6 HUTTON CENTRE DRIVE, SUITE 1150 SANTA ANA, CA 92707 f: 949.809.3380 6W W.SVA-ARCHITECTS.COM ARCHITECTS HOURLY RATES SVAARCHITECTS, INC. (ARCHITECT) Partner/Principal Sr. Project Architect/Manager Senior Designer / Planner Project Architect / Manager Designer / Planner Job Captain Intermediate Technical Designer Junior Technical Designer Clerical Staff SYSKA HENNESSEY GROUP (M/E/P ENGINEERS) $225 Principal in Charge $195 Project Manager $195 Project Engineer/Supervising Engineer $175 $175 Supervising Designer $15 Senior Engineer $125 Senior Designer $100 Engineer $75 Senior BIM Designer Sustainability Specialist VCA ENGINEERS (CIVIL & STRUCTURAL ENGINEERS) Principal Engineer $190 Lead/Senior Project Engineer $165 Project Engineer $150 Senior CADD Technician $100 Designer BIM Designer Project Coordinator Engineering Aide or Project Administrator SIERRA WEST GROUP (COST ESTIMATOR) Principal Program Manager/Investigator Principal / Sr. Cost Manager Cost Manager / Quantity Surveyor Mechanical / Electrical Estimator Civil Engineer / Estimator Administrative SVA ARCHITECTS, INC. 6 Hutton Centre Drive, Suite 1150 Santa Ana, CA 92707 T: 949.809.3380 www.sva-arch[tects.com $305 $250 $250 $220 $200 $190 $180 $180 $220 $160 $130 $130 $100 $150 $140 $110 $110 $110 $78 ARCHITECTS 25G-258 EXHIBIT 6 AGREEMENT TO PROVIDE ON -CALL SPACE PLANNING AND ARCHITECTURAL CONSULTING SERVICES THIS AGREEMENT is made and entered into this 17th day of November, 2020 by and between Black, O'Dowd and Associates, Inc. dba BOA Architecture ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On March 30, 2020, the City issued Request for Proposal No. 20-040, by which it sought qualified consultants to provide on -call space planning and architectural consulting services for the City's Public Works Agency. B. Consultant submitted a responsive proposal that was among those selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 20-040. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES On an on -call basis, and at the City's sole discretion, Consultant shall perform the services described in the scope of work that was included in REP No. 20-040, which is attached as Exhibit A, and as more specifically delineated in Consultant's proposal, which is attached as Exhibit B and incorporated in full. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit B. Consultant is one often (10) consultants selected to provide services on an on -call basis under REP No. 20-040. The total annual compensation for these services provided by all such consultants selected under REP No. 20-040 shall not exceed the shared aggregate amount of $300,000 during the term of the Agreement, including any extension periods. 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. 25dprM Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals and Scope of Work, which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on November 16, 2023, unless terminated earlier in accordance with Section 17, below. The term of this Agreement may be extended for two 1-year periods upon a writing executed by the City Manager and City Attorney. 4. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. Ifthe services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONSULTANT Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all 25,QTZ60 Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subconsultants, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. hi accordance with the California Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. 20,P3Z61 (iii) Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect, by Consultant, without thirty (30) days prior written notice to the City. (iv) Consultant shall supply City with a fully executed additional insured endorsement. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended priorto notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, Consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant or its subconsultants, 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 the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 20dpzZ62 10. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 11. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) 20,QsZf 3 P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: (714) 647-6956 Executive Director Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, CA 92702 To Consultant: BOA Architecture 1511 Cota Avenue Long Beach, CA 90813 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these timeframes, weekends, federal, state, County or City holidays shall be excluded. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the' City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Consultants retained by City. 25,91;Zf 4 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. TERNIINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 18. NON-DISCRIA/HNATION Consultant shall not discriminate because of race, color, creed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 19. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties farther agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 20. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of 25,g7M Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 21. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: DAISY GOMEZ Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By: 4 iw. fi�4' HN M. FUNK Sr. Assistant City Attorney RECOMMENDED FOR APPROVAL NABIL SABA, PE Executive Director Public Works Agency CITY OF SANTA ANA KRISTINE RIDGE City Manager CONSULTANT l l C'� ld� EDWARD LOK NG President/Architect BOA Architect 1� ` EXHIBIT A Appendix ATTACHMENT SCOPE OF WORK CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR SPACE PLANNING AND ARCHITECTURAL SERVICES RFP NO.: 20-040 Introduction and Background: The City of Santa Ana intends to retain Space Planning and Architectural Services on an as -needed or "on -call' basis. A Professional Services Agreement will be entered into with several of the qualified firms/consultant(s) to provide space planning and architectural services for a variety of projects on an on -call basis. Areas of responsibility shall include architectural, space planning, structural, construction management, mechanical and electrical engineering, ADA survey, and move management services. On an on -call, as -needed basis, the selected firm(s) may be asked to provide professional services on specific, project -by -project basis, based on an agreed -upon scope of services and fees. All proposals, plans, drawings, specifications, estimates, grant applications, and/or studies will be subject to the final approval and satisfaction of the City of Santa Ana. The architects and engineers in the firm must be licensed and legally qualified in the State of California to practice the work for which consideration is requested. Selected firm(s) shall have the necessary qualifications and experience to provide space -planning, architectural, and engineering consulting services to the City. Services may involve all or some of the phases of project development and shall include, but not necessarily be limited to, the following activities: Site Analvsis Perform site analysis during initial design work. This may include site visits, photographs, analysis of existing space(s), meetings with various City departments to discuss specific space requirements. Conceptual Lavouts/Space Planning Prepare alternative preliminary space layouts, including engineering details and engineering calculations, and estimates of probable costs for each alternative. Present information to the City along with a written response of the advantages and disadvantages of each alternative plan taking into consideration operational, programmatic, adjacency needs and appropriate design standards. Permits/City Approvals (City as regulatory agency) Assist City departments in obtaining entitlements, permits and other City approvals, as required. Architectural, Interior Design, and Engineering Services Provide architectural, structural, mechanical and electrical engineering services and cost City estimating services during the schematic design, design development and construction document phases. Work products shall include engineering details, engineering calculations, architectural plans, and elevations, material specifications, cost estimate, and final plans and specifications. Prior to acceptance of design, Consultant is to prepare a summary report detailing the effort of utility coordination, IT coordination, and due diligence for the City's review and acceptance. Third -party cost estimate and constructability review may be included in the design effort at the City's request. 1. Schematic Design: Develop schematic design site plan drawings illustrating the scale and relationship of project components. 2. Design Development: Prepare design development package consisting of: a) Drawings and other documents that outline repairs or solutions and describe the size and character of the project with respect to architectural, interior, structural, mechanical and electrical systems b) Materials and samples c) Other required elements based on the approved schematic design documents. Designs must comply with the current Building codes and any other City requirements. Additional site visits and coordination with City departments will be required to ensure that design development meets the department's needs. 3. Construction Documents: Prepare construction documents consisting of plans and specifications, calculations, and cost estimates setting forth in detail the requirements for the construction of the project based on the approved schematic design and design development documents. The construction documents will include, but not limited to: plans, details, and specifications for structural, electrical, mechanical, plumbing, ADA requirements, parking, and landscaping; all fully coordinated with the architectural design. Plans should include recommendations for green building standards and sustainable development to reduce costs, improve the health of building occupants, and reduce the negative impacts to the environment. A refined cost estimate based on the final construction documents shall also be prepared. There shall be no additional costs due to revisions of the drawings to bring the design up to code compliance. Assist the City departments in obtaining reviews and approvals from applicable public agencies for design reviews, plan checks, and permits. Assist the City in obtaining all required permits, reports, and other information to bid the project. The City will pay all permit fees. The Consultant shall be required to provide continued communication and feedback with various City personnel throughout the process to provide a cost-effective and quality design that meets the needs of the client department(s). Post Design Services At the City's sole discretion, assist the City Department(s) with the following services. 1. Bidding a) Preparing bid documents and packages b) Answering bidder's questions City c) Scheduling and attending pre -bid conferences and job/site walks d) Preparing bid addenda e) Preparing bid analyses and reviewing and responding to bidders' submittals, such as shop drawings, product data, samples and proposed equivalent products and materials. 2. Construction and Construction Management a) Prepare "as -built" drawings, in current CAD format, as required b) Visit construction site as needed to monitor quality of the work and resolve construction issues. c) Assist engineer, consultant and inspector with interpretation of the following: • Plans and specifications • Analysis of change conditions • Development of corrective actions • Review of shop drawings and other submittals • Review, negotiation and preparation of change orders d) Manage the construction phase and coordinate construction meetings to ensure the project is completed on time and within budget. • Provide weekly estimates of percent of work completed • Approve vendor invoices for submittal to the City. Move Management Services At the City's sole discretion, assist the City Department(s) with the following services. • Survey all existing items to relocate. • Meet with client and the client's furniture vendor to verify the placement of all items for move. • Third party/peer review of architectural plan(s). • Prepare move plans to show numbering system for ease of labeling boxes and items to move. • Prepare "move in" sketches for mover use, showing office and common area layouts. • Coordinate with the City's Telecommunication Services and instruct staff in preparing for the move. • Coordinate and closely supervise move labor. • Be responsible for all post -move follow-up. Special Services • Complete the State of California ADA surveys. • Provide value engineering services upon request. • Complete LEED Certification documentation upon request. Plans and Documents All plans and other documents prepared by the Consultant on behalf of the City shall become sole property of the City. All documents and files must comply with current requirements set forth by the various entities for record retention. Fee Proposal: In addition to Section III.B.3 (Submittal Requirements: Fee Proposal) fee schedule shall be structured as follows: City The fee proposal shall include the firm's standard hourly fee schedule, and/or project fee schedule where applicable and as outlined in this document. A list of all positions and hourly rates required to perform the services described herein. A more detailed scope of work will be provided when/if a specific project proposal is requested of a consultant. Other Terms and Conditions: 1. The project will be implemented in compliance with the City of Santa Ana's policies, as well as Prevailing Wages and State/Federal Requirements. 2. The City regards the inclusion of California based designs, engineering, and construction professionals, facilities, and services as part of the Team to be highly desirable, but not mandatory. 3. The City reserves the right to amend this Request for Proposal by addendum prior to the final dates of submission. 4. All reports, proposals, or other data or materials which are submitted shall become the sole property of the City of Santa Ana with the exception of the confidential Financial Capacity information and sealed fee proposals which will be returned to all proposers after award of contract to the selected Proposer. 5. All products used or developed in the execution of any contract resulting from this request will remain in the public domain at the completion of this project. 6. The City has an affirmative action program. The purpose of the affirmative action program is to encourage certified minority business enterprises and women business enterprises. All submitting firms must have established affirmative action programs approvable by the City. During the RFP stage, all firms will need to complete a "Certification of Non -Discrimination by Contractors" for each firm on their team. City ♦ Modernization, ADA Compliance, & New Audio -Visual System City Council Chambers - City of Costa Mesa i` ♦ ADA Compliance Long Beach Sports Arena City of Long Beach r CITY OF SANTA ANA Request for Proposals Space Planning and Architectural Consulting Services RFP No. 20-040 April20, 2020 Black O'Dowd and Associates, Inc. DBA BOA ARCHITECTURE 1511 Cota Avenue Long Beach, CA 90813 562-912-7900 Point -of -Contact: Edward Lok Ng, President lok. ng(cDboaarchitecture. com � aArchitecture Government Services ♦ City Council Chambers Remodel & Audio -Visual Technology Upgrade City of Irvine ♦ Police Department Workplace Safety City of Irvine 25G-271 City of Santa Ana BOA RFP for Space Planning and Architectural Consulting Services RFP No.: 20-040 ��\�, \ L`�� Cover Page Table of Contents 1. Statement of Qualifications a) Cover letter Note: "Contract Agreement Statement" is included in Cover Letter b) Firm and Team Experience c) Understanding of Need d) Relevant Project Experience e) References 2. Scope of Services and Sample Schedule 3. Fee Proposal - Submitted in a separate envelope 4. Certifications: • Attachment 3-1: Non -Collusion Affidavit • Attachment 3-2: Non -Lobbying Certification • Attachment 3-3: Non -Discrimination Certification 5. Exhibits and Appendices: • Exhibit A — Organization Chart • Appendices a) Resumes b) Addendums 1) Addendum 1 2) Addendum 2 25G-272 City of Santa Ana RFP for Space Planning and Architectural Consulting Services RFP No.: 20-040 City of Santa Ana Public Works Agency; M-22 20 Civic Center Plaza; Ross Annex Santa Ana, CA 92701 OA \+N April 20, 2020 Dear Ms. Gabriela P. Lomeli: BOA Architecture, as the prime consultant, is pleased to submit our qualifications for your Request for Proposal for: REQUEST FOR PROPOSAL FOR SPACE PLANNING AND ARCHITECTURAL CONSULTING SERVICES, RFPNQ: 20-040 We are an 8-person architectural firm with a competitive advantage in Public Works architectural exterior and interior modernization projects including: space planning, building additions, renovation) retrofit, interior tenant improvements (TI); fagade improvement projects, and building systems modernization and ADA compliance in the $20,000 to $2,000,000 construction cost range. Although we have completed many new "ground -up" construction projects, building renovation is our industry niche and competitive advantage. Our staff expertise and production systems are geared for these types of architectural modernization and often "messy' renovation projects. We have completed over 2,000 Public Works architectural projects for over 80 local public entities with numerous completed projects in Orange County. We have unique expertise in City Halls, Fire Stations, Police Departments, Community Centers, Parks & Recreation, and just about every municipal type of building. We can compete favorably with just about any other firm on these building types. Recognized statewide for its ADA Compliance expertise, BOA has completed the design of over 500 projects for the sole purpose of ADA Compliance, and over 30 ADA Transition plans for local municipalities and throughout the State of California. BOA is very familiar with architectural projects for municipalities, having completed the design of over 400 Space Planning projects, over 300 ParkstRecreation projects, over 60 Community Centers, over 50 fire stations, 20 libraries, and 15 civic centers, and more than 400 ADA Compliance Improvement for numerous local governmental agencies. BOA is intimately aware of expediting these types of projects on an on -call basis for municipalities. Current and recent "On -Call" contracts for other public agencies include the Counties of: Los Angeles and San Bernardino; and the Cities of: Carson, Placentia, Irvine, Pasadena, Laguna Beach, and Orange County Fire Authority. In the last 5- years, BOA has completed over 50 public works projects on an "On -Call" basis. Thank you for the opportunity to submit these qualifications. We hope that our proposal communicates our enthusiasm and the strengths of our firm, project team, and project management approach. Consistent with our policy of excellent customer service, we will commit to a 60-minute response time. Meaning, a licensed architect will be at your office within an hour of your call to meet with you in your office. Our BOA office is only 30 minutes' drive time from the Santa Ana City Hall. Edward Lok Ng will be the appointed project manager for your project. Mr. Ng is authorized to bind the company, submit proposals, sign contracts, and negotiate design fees with you on behalf of BOA Architecture and can make good and informed decisions to expedite your project. BOA concurs with any and all D1'0VISi0HS as contained in the Contract Agreement as Attachment 2. If BOA is successful in being selected, our workload is such that we can begin work immediately. We are positive we are a "good fit" as we are very familiar with your municipal policies and procedures and city personnel. BOA ARCHITECTURE C „Ffllj y fr L.ak Ng, Preside�ArehiftT LEER AP L�17 L I J Email: lok.naa-boaarchitecture.com City of Santa Ana BOA RFP for Space Planning and Architectural Consulting Services \ RFP No.: 20-040 110 We are an 8-person architectural firm with a competitive advantage in Public Works architectural modernization projects including: Workplace Safety/Security Enhancements, building additions, renovation/ retrofit, tenant improvements (TI), fagade improvement projects, and building systems modernization in the $20,000 to $2,000,000 construction cost range. Although we have completed many new construction projects, this is our industry niche and competitive advantage. We have completed over 2,000 Public Works architectural projects for over 80 local public entities. We have unique expertise in ADA compliance, Parks/ Recreation, Fire Stations, Police Departments, Community Centers, Libraries, and Civic Center Facilities. We can compete favorably with just about any other firm on these building types. Our staff expertise and production systems are geared for these types of architectural modernization and often "messy" renovation projects. We have completed the design of over 400 ADA Compliance renovation projects, over 30 ADA Transition plans, over 300 Parks/Recreation projects, over 60 Community Centers, over 50 Fire Stations, 12 Police Departments, 15 Security Enhancement projects, and 15 Civic Centers. BOA is an S-Corporation architectural firm, and a certified Minority Business Enterprise (MBE) by the federal SBA (Small Business Administration) in the State of California. The primary point of contact will be our company's corporate president, principal, and sole owner, Edward Lok Ng, a licensed architect in the State of California since 1986. BOA has been in continuous business since 1961. The firm has seven (7) architectural staff, and one (1) office manager, totaling 8 employees. 1. Legal Name & Address: Black O'Dowd & Associates Inc. DBA BOA Architecture 1511 Cota Avenue Long Beach, CA 90813 Phone:562-912-7900 Federal Employer I.D. Number: 95-2632309 2. Year Established: 1961 Years in Business: 59 years of continuous operation 3. Current Number of Personnel: 8 4. Structure of Organization: S CORPORATION; Stockholder Principal/Project Manager: Edward Lok Ng 5. Current Annual Dollar Volume of Work: $1,000,000 6. Level of Professional Liability Insurance: $2,000.000 Professional Liability, $2,000,000 General Liability BOA has performed Space Planning and Renovation projects for numerous government agencies. The following contracts for public agencies exemplify our commitment to our clients: . County of San Bernardino 60 facilities • City of Commerce 5 facilities . City of Rosemead 20 facilities • City of Huntington Beach 6 facilities . City of Long Beach 60 facilities • L.A. County, ISD 30 facilities . City of Hawthorne 21 facilities • L.A. County Fire Dept. 40 facilities . City of Torrance 50 facilities • United States Postal Service 90 facilities . L.A. County, CDC 15 facilities • California State, Dept. of Fish & Game 7 facilities . Riverside County EDA 20 facilities • California State DGS, RESD, PSB 7 facilities . City of Irvine 10 facilities • City of Placentia 8 facilities . City of Cypress 6 facilities • City of Pasadena 12 facilities Consistent with our policy of excellent customer service, we will commit to a response time of 1-hour, which means a licensed architect can come to your office to service your needs within 1-hour. BOA has never had any failures or refusals to complete a contract with a client. BOA has worked with its sub -consultants for more than 10 years, and some of the sub -consultants, for more than 20 years. Just Like BOA, all of our sub -consultants have an abundance of Public Works experience. BOA will provide leadership and direction to the Design Team. Senior Project Managers of each sub -consultant firm will guide the project, develop its direction, and provide liaison with you. All our sub -consultants have extensive Public Works and Security Enhancement experience in their disciplines. For the subject project, the project Manager, Edward Lok Ng will personally review shop drawings as well as attend job site meetings. A Senior Project Manager from each of our consultants will be assigned to assist the project Manager and ensure that the highest standard, procedures and methods of construction are employed. PLEASE REFER TO EXHIBIT A FOR BOA'S ORGANIZATION CHART. 25G-274 FIRM AND TEAM EXPERIENCE City ofSanta Ana BOA RFP for Space Planning and Architectural Consulting Services RFP No.: 20-040 + Having designed and completed numerous municipal architectural projects for over 50 years, BOA definitely understands the short-term and long-term needs of your facilities. As a result, BOA's project management approach is based upon our extensive past experience in preparing comprehensive architectural construction documents for Public Works ADA Compliance and renovation/repair projects using a Multi -Discipline Design Team. The Design Team comprises of specialists in the fields of ADA Compliance, Space Planning, Interior Architecture Site Accessibility, project managements, facilities repair, needs analysis, structural design, and quality engineering, will be led by the Project Manager from BOA Architecture. The Project Manager and Senior Project Managers of each sub -consultant firm will guide the project, and develop its direction. BOA will provide leadership and direction to the Design Team. BOA's management approach incorporates 5 components used successfully on facilities design/modification projects: 1. Project Management 2. Project Documentation 3. Consultant Coordination 4. Construction Administration 5. Quality Control 1. PROJECT MANAGEMENT BOA, throughout an extensive history of municipal and public works design, and facilities renovation/repair continues to develop and refine its management philosophy to better address its future projects. BOA will implement our most advanced management techniques in the undertaking of your project. The goal of our management philosophy is to accomplish a well -designed project that exceeds client expectations, meets its budget, is deliverable on time, and meets all functional needs and State, County, ADA Compliance building code requirements, and city functionality goals. Our techniques of management encompass the ideals by which these goals are achieved. Our project management approach is characterized by the following considerations: Design/Management Integration: Successful projects require the fusion of the design disciplines with those of management. They must have common goals and an integrated process. This is best achieved by appointing leaders with mutual respect and extensive ADA Compliance and public works design experience on similar projects. BOA will have Edward Lok Ng, Principal, as the Project Manager on your project(s) on a full-time basis. An examination of Mr. Ng's qualifications reveals that he has personally designed and managed over 1000 Public Works facilities renovation/repair projects; over 300 interior projects, and over 300 ADA Compliance projects. It is the Project Manager's task to help establish the appropriate design vision and see it through its successful realization. We also have assigned sub -consultant engineering firms that are just as qualified as BOA. Client Participation: Client participation will be critical. Design goals cannot be realized without the thorough understanding of the client's needs. The early involvement of the client and the users will be continued throughout the design process. The Project Manager will ensure that the efforts of the team are always addressed to the specific client user group. The understanding and involvement of the client will extend to appointed representatives, i.e., maintenance managers, engineering staff, and City inspectors and engineers in a mutually productive partnership. BOA is intimately familiar with both modernization and facilities tenant improvement projects, and ADA Compliance projects. Team -work and close coordination among staff, consultants, and the Clients are essential to a successful project. Timely participation and response of the Client is absolutely critical if the project is to be successful and "on time". BOA will be responsible for ensuring that a high degree of coordination occurs and that project milestones are met. BOA's biggest assets are its attention to user functional needs, construction details, thoroughness in drawing documentation and ease of constructability. A major priority of BOA will be to establish continuing dialogue with your staff, Building/Safety plan check, and representatives of interested parties so that our products reflect community goal, City policy, and ADA Compliance. 25G-275 UNDERSTANDING THE NEED City ofSanta Ana BOA RFP for Space Planning and Architectural Consulting Services RFP No.: 20-040 Continuity: The understanding of the project needs and the resultant design goals must be maintained throughout the project's duration. In construction phases, it is as necessary as in the design phases, to make certain that the original intent, of the client and designer are realized in the final built product. This will be very important in the construction phasing of your project. The key members of the team, under the leadership of the Project Manager will be responsible for the direction of the project throughout all phases to ensure continuity of design intent. 2. PROJECT DOCUMENTATION Project Documentation is a result of systems set up in BOA's Project Management Manual. This guide on how to run a project effectively and efficiently, developed more than 50 years of architectural practice, is firm, but flexible; responsive to the specific dynamics of specific projects, but unyielding in its insistence on full documentation, responsiveness, and performance. Keys elements include: Project Checklist: This is initiated at the beginning of each project and services as a guide of all elements of the project to be completed, and as a central index for all project related material. It is continually updated and reviewed during regular project audits. Product File and Technical Project Checklist: Initiated at the commencement of design, this checklist serves to record all considerations and decisions regarding building materials and methods to be used in construction. It also becomes a comprehensive guide for preparation of the Construction Documents. 3. CONSULTANT COORDINATION Our engineering consultants play a very critical and active role in all phases of the work. The Project Manager leads in coordinating the efforts of consultants with the help of: • Frequent coordination meetings. • Consultant orientation packets which are distributed at project commencement and periodically through the project. • Clearly defined scopes of work which define separation of responsibilities and eliminate grey areas. • Milestone Outline, prepared specifically for each project which clearly defines consultant performance expectations for each phase. • Project Schedule coordinated with a milestone outline, reviewed and signed off by all consultants. • Drawing Status Log which is updated every two weeks which track's consultant's performance. • CADD [AutoCAD 2018 or Revit 3D 2018 (BIM)] procedures involving background and overlay methodologies that insure up-to-date and coordinated design effort. 4. CONSTRUCTION ADMINISTRATION BOA understands the importance of efficient construction administration. To ensure that the design and technical intent are conveyed to the contractor and that the project knowledge is available throughout this phase, the construction administration is led by the project manager. The Project Manager and Designer, Edward Lok Ng will personally review shop drawings as well as attend all job site meetings to quickly resolve design and construction detailing issues. A Senior Project Manager from each of our engineering consultants will be assigned to assist the Project Manager and ensure that the highest standard, procedures and methods of construction are employed. BOA has a Construction Administration Manual to assist the Project Manager with an established system to track shop drawings, RFI, change orders, and documentation of construction site meetings, so that keys decisions are tracked and managed for the benefit of the Client. If there will be on -going operations and services, BOA will assist in the development of a Construction Phasing Plan to ensure that on -going operations and services will have minimum disruptions. BOA is well aware of the need for Public Agency services to remain operational during construction. We have had good results recently assisting the Cities of Long Beach, Torrance, Irvine, and San Bernardino County on renovation and addition projects that require facilities to remain open during construction. 5. QUALITY CONTROL Quality assurance begins with the commitment, experience and abilities of the team members. All of the firm's personnel contain many design specialists versed in the complexities of the individual phases of the 25G-276 UNDERSTANDING THE NEED City ofSanta Ana BOA RFP for Space Planning and Architectural Consulting Services RFP No.: 20-040 + design process. The quality assurance program for the project will draw on these skills to assist the team in obtaining its goals for a design of vision that delivers the maximum functional and ADA Compliance solution to the user that addresses the needs of the client and does so with the most efficient construction process. BOA has an established Quality Control program that is based on three mechanisms: Quality Control Manual: The Quality Control Manual documents, activities, tasks, and deliverables are to be achieved in each phase of work. Checklists are included and, at the completion of each phase, are signed off by the Project Manager. The manual also includes exemplary forecasts for meetings, programs, schedules and Agendas. We have a quality control checklist that is customized especially for Public Works Exterior/Interior and ADA Compliance Modernization projects. Checklist items range from handrail and curb ramp standards, to City department clearances, to record drawing procedures, to amount to copies needed for review submittals, and much more. Quality Control Review: Quality Control Reviews occur prior to Submittals and at key points in the project schedule. During these reviews, the entire sets of documents are checked by an experienced, a licensed architect who has had major experience in the design of similar projects to ensure a "questioning character" in this process. Major emphasis is placed on Constructability and on satisfying the operational requirements of the user and thoroughness of documentation. As a part of this project, BOA will commit Mr. Leonardo Arteaga, CASp, as Quality Review Officer. Mr. Arteaga will be ideal for this role because of his extensive ADA Compliance and Public Works renovation/repair experience and familiarity with processes and procedures for these types of projects. Mr. Arteaga will review all deliverables at, 75%, and 95% completion. This involvement is formalized and part of the quality control manual procedures. We are committed to providing quality design services and trust that our past work with your city and other local cities is indicative of that commitment. Project Standards_ From our experience of over 400 ADA Compliance Public Works projects, and 400 interior renovation projects, BOA has developed its own Project Standard that can be customized to the Client that enhances quality control of bid documents and the construction process. Project Standards include: A. Construction document detail drawings: With the input of past governmental clients, BOA has developed, refined, and field tested over 300 Standard construction details that are geared for both interiors and ADA Compliant public works renovation/repair projects. We have Standard, field tested, construction document details for just about every field condition possible; flooring/wall/ceiling details, roof repair, public counters, wall partitions, ceiling soffits, bullet-proofing. accessible lavatory counters, ADA Compliant transitions of existing to new flooring, restrooms upgrade, ADA signage, ADA compliant railings, ADA Compliant entry doors, stairs, ramps, site work, parking lot, etc. B. BOA has developed a standard ADA Compliance equipment list e.g., types of new handrails, access lifts, curb ramps, plumbing fixtures, drinking fountains, furniture, restroom accessories, assistive listening devices, audio-visual equipment, etc., complete with manufacturer Model # and their acceptable approved equal. The Standard equipment list has been field tested and proven to be of high quality, durability, parts availability, and acceptable to the many past county/municipal clients. C. BOA has developed a standard keynoting system with over 150 items that addresses virtually every facility field condition and many retrofit/repair conditions. These standard keynotes have been field tested and refined, and have proven to be clear and concise to construction contractors. Project Schedule, Monitoring, and Performance: BOA is sensitive to the fact that the client's requirement of schedules and deadlines are paramount. We take pride in our reputation as a service - oriented design firm. BOA has an established project management approach that includes a written Work Plan and comprehensive design schedule prior to start of the design process. It includes forecast of submittals and milestones and deliverables. It will be the duty of the Project Manager, Edward Lok Ng, to adhere to the project Work Plan and Design Schedule. He will keep tabs on the progress of your project every week. He will alert you of any schedule delays. In addition, BOA will not hesitate to hire needed staff or work overtime, and demand the same of our consultants in order to meet deadlines. Our commitment to meeting client deadlines has resulted in client satisfaction and repeats work. Because of the page limit we have not included a Sample Work Plan, instead it will be available upon request. 25G-277 UNDERSTANDING THE NEED BOA ARCHITECTURE RELEVANT PROJECT EXPERIENCE CITY COUNCIL CHAMBERS REMODEL & AUDIO-VISUAL TECHNOLOGY UPGRADE - CITY OF IRVINE BEFORE AFTER: COMPLETED DEC. 2018 Client: City of Irvine, Department of Public Works Contact: Alex Salazar, Public Works Senior Project Manager (949) 724-7408 Started Project: Nov 2017; Construction Completed: December 2018 Construction Cost: $2,600,000 Architect Team: Edward Lok Ng, Leonardo Arteaga, & Miguel Andrade Project Description: BOA Architecture provided architectural design to entirely modernize the City Council Chambers for workplace safety, ADA Compliance and a new Audio -Visual system with latest state-of-the-art technology. The architectural renovation included the replacement of the City Council Dais, City Clerk's desk, Director's desk, presenter's desk and both public address podiums. The Dais was re -organized in an oval shape to allow Council to speak directly with the Directors and public presenters directly. The existing awkwardly placed access ramp was moved to behind a wall to give the Chambers symmetry while maintaining access for the disabled up to the Dais. Each Dais desk station has internet/intranet access, individual computer screens for voting and to view PowerPoint presentation and access staff reports. Other areas of renovation include new carpeting, new acoustic ceiling with new LED lighting, special broadcast lighting, and sound system. New acoustical wall diffusers help to mitigate echoing and reverberation. This project incorporated many security components and workplace safety features such as, bullet -resistant panels (under the desk counter) for Council members and staff, and 2 desk stations for public safety officers. The added protection will allow staff to "duck and cover" in case of danger. BOA worked intimately with our AV Technology and Information Technology consultant (Triton Technology) to create a hardware and software plan to provide utilities, locate new computer equipment, ambient and broadcast lighting, dedicated computer servers, state-of-the-art new "cube screens" video LED wall, and customized workstations for the City's broadcast staff. The same level of attention to the details was given to the retrofit of the locating of fire sprinkler heads and alarm devices. The greatest challenge for this project was the extremely compact schedule of 10.5 months for design, public bidding, and construction. BOA coordinated closely with the City for the Building -Safety Dept. plan reviewer to perform plancheck in the preliminary design phases to resolve accessibility and outstanding issues before starting construction documents, making the formal plancheck and building permit approval easy and seamless. BOA and its Design Team worked weekends and overtime to meet every critical path deadline. During the bidding process and construction phase, BOA gave this project the highest priority by answering and resolving RFI's within 1-2 days, and being on - call to meet with the construction team to expedite the construction process. The construction completed "on - time" to accommodate a very important citywide City Council Meeting. The city was proud to showcase its newly remodeled City Council Chambers with its StatAd_P2-rgitecture and AV Systems BOA ARCHITECTURE RELEVANT PROJECT EXPERIENCE INTERIOR RENOVATION LONG BEACH TRAFFIC MANAGEMENT CENTER Client: City of Long Beach; Construction Cost: $300,000 Architect Team: Edward Lok Ng, Leonardo Arteaga, & Miguel Andrade Started Project in 2012; Project Completed in 2014 Project Description: BOA Architecture was commissioned to design an interior renovation project to transform an existing 1000 S.F. municipal classroom/training room in the basement of the City Hall into a new Traffic Management Center that would have a new conference room with seating capacity of 16 people and new "operations hub" to monitor and assist in the migration of traffic gridlock throughout the City. We worked extensively with our Electrical Engineers and Owner's Users to ensure climate control as the AV equipment are temperature/humidity sensitive. BOA worked with the City's AV Technology and Information Technology consultant to create a function plan to provide utilities and locate equipment, lighting, dedicated server, state-of-the-art new "cube screens" video display, Audio -Visual Technology, and customized workstations. ♦ New conference room w seating for 16 people with "operations hub" beyond A New state-of-the-art new "cube screens" video display ♦ New customized workstations 25G-279 BOA ARCHITECTURE EXPERIENCE 1:7:44=kIr%10YIIIIIJaoillx0111 STRATEGIC SPACE PLANNING, & TENANT IMPROVEMENT IRVINE CITY HALL, INFORMATION SERVICES DEPARTMENT OPTION T De ciao1— I.T. DEPT. 3RD FLOOR PLAN .,..,...,� .s-- �. _,._,. L ., COMPUTER ROOM FLOOR PLAN Client: City of Irvine, Contact: Eric Gruber; Started: March 2019; Completed December 2019 Architect Team: Edward Lok Ng, & Kyle Ng; Construction Cost: $800,000 Project Description: Currently in the bidding phase. Construction to start May 2020. BOA Architecture provided a workplace needs assessment study and space planning of the City's Information Services Department. The final selected floor plan design was an "open plan" concept that allowed visual access to almost every corner of the department. The plan consolidated the existing Information Technology and, TI Customer Service, and GIS Departments. Liberal use of glass partitions at private offices and +r . low -height partition desk solutions promotes internal communication. The open plan also allows forviews to the exterior as well as natural lighting. Excess circulation corridors were eliminated, giving way to allow for more workstations and efficient office circulation. The entire Information Services office of this 7,800-sf area was renovated with modern HVAC/Lighting/Data systems, new furnishings, new workplace cubicles new additional private conference rooms and new addition private offices. Renovation of the existing computer room to provide a new "Clean Agent" fire suppression system (with isolated HVAC system) to protect the City's all-important computer servers that handles emergency operations, police and all City files and records. 25f►��fQo Provide "Clean Agent" fire suppression V Lv In the computer room a=14=R/_10Yd;Jaoill*44111*AJ=1a1=10[d= BEFORE CITY COUNCIL CHAMBERS REMODEL & AUDIO-VISUAL TECHNOLOGY UPGRADE - CITY OF COSTA MESA AFTER: COMPLETED MAY 2019 Client: City of Costa Mesa, Dept. of Public Works, Contact: Naz Mokarram, Sr. Engineer 714 754 5357 Project Started: 2018; Construction Completed: May 2019; Construction Cost: $600,000 Architect Team: Edward Lok Ng, Leonardo Arteaga, & Miguel Andrade Project Description: BOA Architecture provided architectural design to entirely modernize the City Council Chambers for workplace safety, ADA Compliance and a new Audio -Visual system with latest state-of-the-art technology for both the Councilmen, staff, and attendees. The architectural renovation included the renovation of the City Council Dais, City Clerk's desk, Director's desk, presenter's podium. The existing Dais was updated with new technology. Each Dais desk station has internet/intranet access, individual computer screens forvoting and to view PowerPoint presentation and access staff reports. Other areas of renovation include new carpeting, resurfaced ceiling with new LED lighting, special broadcast lighting, sound system and new Council Chamber Seating. This project incorporated many security components and workplace safety features such as, bullet - resistant panels (under the desk counter) for Council members and staff, and 2 seat stations for public safety officers. The added protection will allow staff to "duck and cover" in case of danger. BOA worked intimately with ourAV Technology and Information Technology consultant (Triton Technology) to create a hardware and software plan to provide utilities, locate new computer equipment, ambient and broadcast lighting, dedicated computer servers, updating the room's TV/Display system, and customized workstations for the City's broadcast staff. The same level of attention to the details was given to the renovation broadcast -computer and conference rooms located behind the dais. The greatest challenge for this project was the extremely compact schedule of 2 months for design, and 3 months construction. BOA took over this project from another architect, who had previously resigned BOA coordinated closely with the City for the Building -Safety Dept. plan reviewer to perform plancheck in the preliminary design phases to resolve accessibility and outstanding issues before starting construction documents, making the formal plancheck and building permit approval easy and seamless. During the bidding process and construction phase, BOA gave this project the highest priority by answering and resolving RFI's within 1-2 days, and being on -call to meet with the construction team to expedite the construction process. The construction completed "on -time" to accommodate a very important citywide City Council Meeting. The city was proud to showcase its newly remodeled City Council Chambers with its State -of -the -Art architecture and AV Systems. Other parts of this project designed by BOA included the renovation of the first floor City Hall restrooms, community conference rooms and with new accessible ramps and entry doors. 25^ _281 BOA ARCHITECTURE RELEVANT PROJECT EXPERIENCE AS -NEEDED CITYWIDE ADA FACILITIES COMPLIANCE CITY OF LONG BEACH Select projects completed are listed below, followed by their construction cost., • North Long Beach Branch Library $150, 000 • Burnett Branch Library $150, 000 • Bret Harte Branch Library $100, 000 • Main Library $300, 000 • Long Beach Sports Arena $1, 000, 000 • Terrace Theater and Convention Center$1,500,000 • Center Theater$100,000 • Long Beach Senior Center $400,000 • El Dorado Park Nature Center $150, 000 • Convention Center Parking Structure $100, 000 • Belmont Plaza Pool& Community Center$400,000 • Elevators - Citywide $300, 000 • El Dorado Regional Park - West $700, 000 • Blair Field, 3000 seat baseball stadium $400,000 • Long Beach Marina Restrooms $100, 000 • MacArthur Park and Community Center$200,000 • Whaley Park and Community Center $500, 000 • El Dorado Park West Community Centers$800,000 • North HealthCenter$200,000 • Mothers Beach Restroom & Concession $700,000 • Fire Station #11 Renovation $300,000 Architect Team: Edward Lok Ng, Leo Arteaga, & Miguel Andrade Projects Started: 1996 Completed: Contract in Progress For the 60 projects BOA managed and designed, none were ever delivered late. All were "on time" and "on budget'. The accuracy of our construction cost estimates for each project was 96% comparing Final estimate vs. Actual Bid. BOA successfully managed and designed as many as 9 facilities projects concurrently. This As - Needed contract has been renewed every year since 1995. Since 1995 to date, BOA has had an As -Needed contract with the City of Long Beach, Public Works Dept. to design ADA Compliance architectural improvement projects and other A/E renovation projects. BOA has completed over 50 ADA compliance projects to date (totaling over 1,000,000 GSF of building area) as part of the City's implementation of its ADA Transition Plan. Two projects were part of a $40 million CDBG grant dedicated specifically for ADA Compliance projects. BOA was responsible for ADA Transition Plan validation, field surveys, cost estimates, architecture design for ADA Compliance corrective actions, specifications, construction documents, and construction administration. BOA often managed multiple projects, as many as 10 ADA Compliance projects concurrently. In addition to ADA compliance, BOA also designed a fire station, and many parks/ recreation/ marine facilities projects in the $100,000 to $1,000,000 range. ♦ City Hall Renovation City of Long Beach ♦ Addition and Renovation Project Community Center at Colorado Lagoon Long Beach El Dorado Park, Long Beach Contact: Marilyn Surakas Project Manager 562.570.5793 Mari lvn.Surakus(o).lonabeach. aov 25G-282 I-I0L`Td1a@3:IYKA010c 1:7=14=ky%l011dJ ZorJx41d=*AJ=1aI=10[d� MODERNIZE 3 DMV'S AT HAWTHORNE, EL CAJON, AND OXNARD Client: Dept. of Motor Vehicles (DMV), California State DGS, RESD, PMB Contact: Rick Allen, (916) 718-3789, Year Completed: Hawthorne 2015, El Cajon 2016, Oxnard- 2019 Construction Cost: $3.4 million, A/E Fee: $900,000 Location: Locations at California at Hawthorne, El Cajon, Oxnard Architect Team: Edward Lok Ng, Miguel Andrade, & Leonardo Arteaga Project Description: BOA Architecture was commissioned to provide investigative and design services to bring 3 DMV facilities into compliance with current ADA and CBC accessibility standards and to modernize its electrical, computer data, HVAC, and Customer service systems to better serve the public. Hawthorne DMV, LA County, $900,000 construction cost El Cajon DMV, San Diego County, $1,100,000 construction cost Oxnard DMV, Ventura County, $1,400,000 construction cost The projects addressed many accessibility issues such as exterior paths -of - travel, parking, ramps/stairs, handrails, hi -low drinking fountains, entrances, door hardware, automatic access doors, counters, restrooms, employee lounges, interior paths -of -travel for both employees and the public, and interior/exterior signage. New signage included directional wayfinding, tactile room ID signs, and means of egress signage including tactile exit signs. The projects also addressed many deferred maintenance issues such as indoor and outdoor lighting replacement to LEDs, parking lot repaving, new landscaping, replace wood siding with plaster, HVAC duct cleaning, upgrade electrical service, and new interior and exterior signage. Other issues addressed were the modernization of its electrical, computer data, HVAC, and Customer Service systems to better serve the public. Construction cost of completed projects ranged from $900,000 to $1,400,000 per DMV. Full -service ADA surveys (to determine all access compliance deficiencies) and Schematic Design (derived design options to best resolve barriers to the disabled), were completed for each DMV and DSA and State Fire Marshall plan review and approval were secured for each DMV facility. To ensure proper technology function, BOA worked closely with AV Technology and Information Technology to coordinate elect. Power needs and location of TV's, cable trays, audio speakers, data/power for workstations, and DMV cueing system. ♦ Modernized ADA Parking & Accessible Entry DMV - El Cajon ♦ New ADA Accessible Public Counter DMV - Hawthorne Existing at DMV El Cajon New Modernization with New IT and AV technology DMV - El Cajon ♦ New ADA Restrooms DMV - Hawthorne 25G-283 BOA ARCHITECTURE RELEVANT PROJECT EXPERIENCE LOS ANGELES COUNTY FIRE DEPARTMENT AS -NEEDED ARCHITECTURAL SERVICES New Fire Station #71, Completed 2015 Malibu - California New Fire Station #83 Rancho Pales Verdes California Client: LA County Fire Department; Completed: 2015; Construction Project Costs Varied Project Architecture: Edward Lok Ng Project Description: For the 40 projects BOA managed and designed, all were "on time" and "on budget'. The accuracy of our construction cost estimates, Quality Control, and response to potential problems were deemed exceptional. BOA successfully managed and designed as many as 5 facilities projects concurrently. From 1989 to present, BOA has completed approximately 40 projects, ranging from $20,000 to $4,000,000 in construction cost. Although we designed 2 new Fire Stations, all other assignments were renovation/repair of existing fire stations. BOA expedited all services from facilities programming, design conception, construction documents, to construction administration. Projects ranged from new fire stations, facilities additions, renovations, tenant improvements, HVAC upgrades, structural seismic evaluation, gender accommodations, and parking lot/landscape upgrades, facilities expansions to accommodate fire apparatus, ADA Compliance upgrades, feasibility assessment reports/studies, and roof repairs. The following is a list of select fire station projects: Projects Started in 2010; Completed 2015 • New Fire Station #83 — 4000 sf facility with 2 apparatus bays • Temporary Fire Station #83 — Renovation of Parks building for fire station use • New Fire Station #71 in Malibu — 4000 sf facility with 2 apparatus bays and 6 dorms • Fire Station #110 — Expansion of Apparatus bays, and offices, and interior modernization • Fire Station #56 — Added 2 new Apparatus garages • Fire Station #187 — retrofit of entire exterior hardscape and parking lot paving • Fire Station #107 — 12 new dorm rooms • Fire Station #44 — renovate 8 dorm room and restrooms for gender accommodation • Fire Station #70 — renovation entry lobby and offices, ADA improvements • Fire Station #66 — Septic Tank sewage pipe upgrades • LA County Fire Dept. Headquarters — plumbing modernization to all facilities at Headquarters Fire Station #110 Addition and Renovation Marina Del Rey - California 25G-284 BOA ARCHITECTURE RELEVANT PROJECT EXPERIENCE INTERNATIONAL LONGSHORE & WAREHOUSE UNION (ILWU) LOCAL 13 DISPATCH HALL ♦ ILWU Dispatch Center main entry ♦ Dispatchers workstation oved coking Dispatch Hall A ♦ Dispatch Hall with 14large high definition 10'xT rear -projection screens _r Client: Port of LA and PMA-ILWU, Contact: Daniel Caruthers: (310) 351-4280 Completion Date: Dec. 2014 - LEED Gold Certification Architectural Team: Edward Lok Ng & Miguel Andrade — Project Description: This $20,000,000 (Construction cost with $1,000,000 A/E fee), 35,000 sq. ft. Dispatch Hall/Auditorium project provides a new administration & dispatch center & meeting hall for the ILWU Local 13's 15,000 membership. The exterior and interior design is compatible with the PMA's corporate image and "harbor and nautical" theme of the ILWU. This was achieved by using colors, shapes, and textures common to the Ports of Long Beach and Los Angeles. The front of the building looks like an ocean going ship. Project scope also includes a 4000 occupant dispatch/meeting hall with a "state of the art", large screen computer display of Port job assignments and computer dispatching of Union Workers. The Dispatch Hall has wall mounted folding bleachers, folding stage and loft seating to accommodate very large union meetings. Also included, dispatch offices, workrooms shower for cyclists, restrooms, and conference rooms. BOA assisted the ILWU with the Conditional Use Permit (CUP) process and expedited plancheck approval through both the City of Los Angeles. An extensive user audit was completed to ensure proper functional relationships of each Union service and the Dispatch Center the fastest dispatch of available union workers. Sustainable esign features includes, combined natural ventilation with high -efficiency HVAC, recycled building materials, Roof -top mounted Photovoltaic renewable energy, and extremely low water usage. Site sustainability include, bio-filtration planters filters all roof and storm water, drought tolerant planting, and over 500 trees provide shade for the parking lot. Our innovative sustainable efforts with LEED Gold Certification. AV Technology was a big part of the design effort for this project. Acoustics and sound equipment selection for the main assembly hall were critical issues to the use -ability of the Dispatch Center. It was vital that the announcement of available daily jobs be very audibly clear to the thousands of dockworkers that are in the Dispatch Center on a daily basis. We worked carefully with our Acoustic Engineer and AV Technology and IT Consultant, and ILWU dispatchers to produce proper indoor sound and amplified announcements at specified locations within the huge assembly space. Fourteen (14) large high definition 10'xT rear - projection screens display the Port of LA's work assignments. This Dispatch Hall is used for dispatching dockworkers daily and for monthly union member meetings. 25G-285 BOA ARCHITECTURE RELEVANT PROJECT EXPERIENCE 4 ON -CALL ARCHITECTURE SERVICES - CITY OF IRVINE Client: City of Irvine, Public Works Dept. Contact: Alex Salazar 949/724-7408, Kai Lambaz 949-724-7555 Architect Team: Edward Lok Ng, Leonardo Arteaga, & Miguel Andrade Project Started: 2014; Construction Completed: 2019; Construction Cost: $400,000 Project Description: In 2015, BOA was granted an On —Call Contract for Architecture Services for the City of Irvine, Public Works Dept. Since then, BOA designed multiple projects. One project was a new roof structure with operable roof hatch, to change large filter, over existing water pump equipment for weather protection, Construction Cost: $300,000. Another unique project was to provide workplace safety elements (fencing, new lighting, bullet -resistant fabric panels and glazing) at multiple locations at Irvine City Hall and at Operation Support Facility, Construction Cost: $500,000. A project just completed was the ADA Compliance improvements and interior renovations for modernization and accessibility to 4 community centers at; Fine Arts Center, Heritage Park Community Center, Harvard Park Community Center, and Deerfield Park Community Center. Every effort was made to isolate construction areas and to minimize construction cost, and to be architecturally compatible with the existing architecture at each separate community center. The project scope of work at these 4 community centers included renovation work to create accessible restrooms, new indoor ramps and stair handrails, access lift, signage, new doors and door hardware drinking fountains. Site elements included concrete accessible ramps, stair handrails drinking fountains. POLICE DEPARTMENT RENOVATION & CITY HALL WORKPLACE SAFETY - CITY OF IRVINE Client: City of Irvine; Contact: Alex Salazar, Public Works Senior Project Manager 949-724-7408 Project Started: 2016, Completed: November 2017; Construction Cost: $700,000 to $800,000 Architect Team: Edward Lok Ng, Miguel Andrade, & Leonardo Arteaga Project Description: BOA Architecture provided architectural design to the renovation and Tenant Improvement of the public lobby, secured public counter, and secured back -of -the -counter staff areas for the Irvine Police Department Headquarters at City Hall. This project incorporated many security components and workplace safety features such as, restricted access to the public, and bullet -resistant panels (under the counter) and sliding bullet-proof glazing which allowed staff to manually close themselves off from the public in- case of danger. All these were added to safeguard the front reception counters and allow staff to have visual access to the lobby to view possible threats and maintain personal customer service. New light and dark colors for the new countertops/cabinets create "invitingness" and a bold contemporary style to the new lobby interior design. Existing lights, fire sprinklers, and HVAC ducting retained to save on construction cost. Also, a part of this workplace safety project was installing bullet-proof panels under the public counter at 5 other city departments; including Public Works Dept. (OSF facilities), Community Development Dept., Community Service Dept., Main City Hall Reception, and the City Council Chamber Dais. The added protection allows the staff to "duck and cover" in case of danger. BOA ARCHITECTURE RELEVANT PROJECT EXPERIENCE State of California / Department of General Services E Division of the State Architect / Los Angeles Basin Regional Office # Consultant Access Compliance Plan Review Services Contact: Ronald F. Vaughn, Senior Architect, Tel: (213) 897-0744 Email: ronald.vaughnadgs.ca.gov j , • Project Began: Sept. 2009; Completed: 2015 Architect Team: Edward Lok Ng, Architect, LEEP AP & Leo Arteaga, CASp Project Description: Access Compliance Plan Review services for the Los Angeles Basin Regional Office of the Division of the State Architect. Our role is to provide plan review services to ensure that construction drawings and specifications comply with accessibility standards based on the California Building Code, the Americans with Disabilities Act Accessibility Guidelines, and DSA's Accessibility Plan Review Guidelines. Access Compliance Plan Review is a requirement for new and renovated state owned and state leased facilities so that accessibility and usability of these buildings comply with the intent of the California Government Code Section 4450, the California Health and Safety Code Section 19955, the California Civil Code Section 51, and Section 35.130(b)(4) of Title II of the Americans with Disabilities Act. We have reviewed a wide range of facilities under jurisdiction of DSA's Los Angeles Basin Regional Office, including single and multi -story school facilities encompassing grades Kthru 12 (elementary, middle, and high schools); college and university projects; libraries; administrative offices; auditoriums; dining and kitchen facilities; gymnasiums; laboratories; and related site improvements. BOA's plan review service provides timely, accurate plan reviews and back reviews coordinated with DSA's project submittal processes. A BOA accessibility plan review includes accurate code interpretation, review of construction plans and specifications, identification of areas of nonconformance, and follow-up consultation with project designers prior to back review. Ctil0IIYlI WrOE1101101 tM Ktil = lei Dials] tll golf] a orals) N tM to 11111111 R W11331110 [17►1 Construction Cost: $1,000,000, A/E Fee: $90,000, Architect Team: Edward Lok Ng & Miguel Andrade Client: City of Commerce Dept. of Public Works, Contact: Mike Halsey (213)820-5889 Project Started: 2011; Completed: 2012 Project Description: Our renovation challenge was to fully integrate floor drains into an existing swimming pool locker room that did not have any floor drains. The maintenance staff "hose down" the floortwice per day and pool operations (patrons are typically dripping wet when using the locker rooms) demanded a lot of floor drains to expel water quickly. BOA's solution was to carefully sawcut out the entire concrete floor while leaving the interior walls in -place, and install new concrete floors sloping to new drains. We provided new concrete wall curbs to protect existing metal stud walls from moisture damage and corrosion. New, large, heavy duty exhaust fans and added air conditioning promoted ventilation with slow air movement (for patron comfort) while moving large volumes of air. This enhancement to the existing mechanical system also expelled pool chemical odor and moisture before its corrosive effects can harm the steel sub -structure. All rooms have at least 2 floor drains to push water out of each room quickly. New fiberglass doors and aluminum door frames were raised 4" to enhance corrosion protection and allow "hosing -down" of concrete floors in every room. The swimming pool locker rooms can accommodate over 300 swimmers. This newly renovated facility also included; central bag check -in, men & women locker room/showers/restroom, swimmer sauna rooms, private dressing stalls, staff locker rooms with showers, family dressing rooms. Plumbing fixtures and toilet room accessories were chosen for their reliability, low -maintenance and durability in a wet environment. ADA TRANSITION PLAN FOR THE CITY OF SANTA MARIA CENTRAL COAST OF CALIFORNIA Client: City of Santa Maria, Wendy Stockton, Deputy City Attorney Architect: Edward Lok Ng; Project Started: 2008; Completed 2009 + Project Description: BOA was commissioned for the specific purpose of providing an ADA Transition Plan for 52 large City owned facilities totaling 600,000 s.f. & 200 acres (building and i sitework) to comply with Federal ADA Guidelines. A sampling of the list of facilities included City Hall, large assembly halls, classroom buildings, libraries, Police Dept. Parks and Recreation Dept., City and regional Parks, ball fields, Community centers, museums, City maintenance yards, City administrative offices, City lease facilities, airport facilities, large Municipal parking structures, on - site City parking lots, etc. Scope of work, included working with various disabled user groups to prioritize items of work, facilities field survey, "line item" construction cost estimate, accessibility design mitigation and ADA compliance modification recommendations, and finally, compile all recommendations and construction cost into a comprehensive ADA Transition Plan Database. We also created floor plan drawings, for example, showing how a non-ADA compliant restroom could be modified to be compliant. Access Compliance issues included identification of very item of deficiency and a recommended corrective action for capital improvement. Corrective actions included, retrofit of elevators, new access lift, handrails, stairs, new access ramps, new parking for the Disabled, ADA signage, and automatic doors, assistive listening devices, path of travel, concrete walkway repair, wheelchair and comparygasp�ti_p�drnany more. Many of the buildings we worked on were listed as historically significant structures to the 31#07 LL // City of Santa Ana 120 °A- RFP for Space Planning and Architectural Consulting Services \ RFP No.: 20-040 �� ADDITIONAL RELEVANT EXPERIENCE BOA also has design experience on nearly every municipal and county building type. One needs only to examine BOA's ADA project experience and the expertise of their staff to see the merit and justification for the above -mentioned commissions. BOA has the philosophy that building remodel projects and ADA retrofit projects should not be a "tacked -on" solution. Building modifications should be well integrated into the building's function and not only compatible with the existing architecture, but aesthetically enhance it. BOA has extensive experience in the design of ADA Compliance projects and building modernization for both governmental agencies and private clients. The following lists of projects exemplify our architectural design experience. We have also provided their construction cost and photos and detailed project descriptions of some of these projects. This experience will not only aid in meeting functional needs but also the aesthetic desires of visitors and staff of your facilities. CITY HALLS: • City of Commerce City Hall Frontage Renovation, Exterior path -of -travel, entry plazas, landscaping, access ramps, stairs, and accessible parking, Client: City of Commerce, Danilo Batson Cost: $400,000 • Torrance City Hall - Renovation and Addition, Client: City of Torrance; Cost: $3,200,000 • Rosemead City Hall - Renovation, ADA Compliance, Client: City of Rosemead; Cost: $200,000 • La Puente City Hall - Renovation, ADA Compliance, Client: City of La Puente, Cost: $400,000 • Hawaiian Gardens City Hall - New City Hall; Client: City of Hawaiian Gardens, Cost: $6,000,000 • Carson City Hall — Renovation; Client: City of Carson Cost: $100,000, • Hawthorne City Hall Renovation, ADA Compliance, Client: City of Hawthorne, Cost: $400,000 • Redondo Beach City Hall, Renovated 3 public restrooms for ADA Compliance; Cost: $300,000 • Long Beach City Hall, New ADA accessible City Council dais and podium, restroom and Tenant Improvements to offices and elevator retrofits, ADA Compliance, Client: City of Long Beach, Cost: $200,000 • Lomita City Hall, ADA Compliance, Doors, reconfigure City Council Chamber for new ramp, new accessible seating, Client: City of Lomita, Cost: $200,000 • Redlands Civic Center ADA Compliance, Client: City of Redlands, Cost: $350,000 • City of Vista: ADA Transition Plan and Schematic Designs of Civic Center • City of Rancho Palos Verdes: New main entry lobby and public center • City of Cypress: Exterior access ramps, stairs, accessible park, restroom doors • City of El Segundo: Renovation of public restrooms, conference room, staff lunch room, Council Chambers modernization • City of Alhambra: New public restrooms for City Council lobby • City of Carson: Renovation City Council lobby • City of Santa Maria: ADA Transition plan and Schematic Designs of Civic Center PARKS/RECREATION/COMMUNITY CENTERS: • Sierra Madre Teen Center Client: City of Sierra Madre, $900,000. • Hawaiian Gardens Youth Center Head Start Program Client: City of Hawaiian Gardens, $800,000. • Jesse Owens In -door Swimming Pool Facility, Client: L.A. Co., Dept. of Rec. & Parks, $4,000,000. • Bartlett Annex Senior Social Services Center, Client: City Torrance, $200,000. • Hawaiian Gardens Senior Center, Client: City of Hawaiian Gardens, $1,000,000. • Veterans Park Senior Center; Client: City of Redondo Beach, $800,000. • Perry Park Youth Community Center/Addition/Renovation Client: City of Redondo Beach, $400,000. • Rancho Carlsbad Community/Senior Center, Client: City of Carlsbad, $900,000. • Banning Parking Senior Center, Client: City of Los Angeles, $2,700,000. • Memorial Park Community/Senior Ctr. Renovation Client: City of Hawthorne, $500,000. • Green Meadows Recreation Center/Gym, Client: City of Los Angeles, $300,000. • Hawaiian Gardens Community/Recreation Ctr./Gym; Client: City of Hawaiian Gardens, $2,000,000. • Bartlett Senior Citizen Center, Client: City of Torrance, $1,300,000. • Sierra Vista Park Recreation Ctr. ADA Modifications Client: City of Sierra Madre, $100,000 • Miller Community Center, Client: City of Torrance, $300,000 • Black Box Theater Client: City of Torrance, $500,000, Addition & Renovation • Sea Scout Facilities & Community Center, Client: LA County ISD, $300,000, Renovation Banning Lions Park ADA Compliance, Client: Jygf�anry Cgt: $300,000 5G z ADDITIONAL RELEVANT EXPERIENCE City of Santa Ana FR0 ° RFP for Space Planning and Architectural Consulting Services \ RFP No.: 20-040 �� II•]1Is] =111;U41IIII III 11*5 • Torrance Police Dept. Renovation/Addition; Client: City of Torrance; Cost: $1,500,000 • Hawthorne Police Dept., ADA Compliance, Client: City of Hawthorne, Cost: $300,000 • Garvey Park Sheriff's Substation - New Facility, Client: City of Rosemead, Cost: $400,000 • Rancho Los Amigos Medical Ctr. Police Station -New Facility - Client: Los Angeles County ISD Cost: $600,000 • Huntington Beach Police Dept. Lobby Security, Client: City of Huntington Beach, Cost: $500.000 • City of Cypress Police Dept. Renovation, Client: City of Cypress, Cost: $4,000,000 • Placentia Police dept. Work place Security, Client: City of Placentia, Cost: $200,00 • Port of Los Angeles Customs & Border Patrol Work Place Safety/Site security, Client: Port of LA, Cost: $200,000 IaIN=&A Fit I IQ 0" • Los Angeles County Fire Station #83, new facility, Client: L. A. County Fire Dept, Cost: $1,100,000 Los Angeles County Fire Station #106, new facility, Client: L. A. County Fire Dept., Cost: $200,000 Los Angeles County Fire Station #107, addition/renovate, Client L.A. County Fire Dept, Cost: $400,000 Los Angeles County #56-ADA Compliance & gender accommodations, Client: L.A. County Fire Department, Cost: $100,000 Los Angeles County Fire Station #110, addition and renovation, Client, L.A. County Fire Dept, Cost: $200,000 Los Angeles County New Fire Station/Lifeguard Station on Catalina Island, new facility, Client: L.A. County, Cost: $800,000 Hawthorne Fire Station #1, ADA retrofit; Client: City of Hawthorne; Cost: $100,000 Long Beach Fire Station #11, addition and renovation, Client: City of Long Beach, Cost: $225,000 Torrance Fire Station #1, gender accommodation, seismic retrofit, Client: City of Torrance, Cost: 460,000 Torrance Fire Station #2, gender accommodation and addition, Client: City of Torrance, Cost: 160,000 Torrance Fire Station #3 gender accommodation and interior modification, Client: City of Torrance, Cost $150,000 Los Angeles County Headquarters - plumbing system replacement, Client: L.A. County Fire Dept, Cost:$750,000 Huntington Beach Fire Station #8, Gender Equality and new restroom and kitchen, Client: City of Huntington Beach, Cost: $300,000 Yucaipa Fire Station #2 Seismic Retrofit and Restrooms/Kitchen Renovation, Client: City of Yucaipa, Cost:$350,000 LIBRARIES: • Library/Multi-Media Center of LA Harbor College, Client: L.A. Community College, Cost: $500,000 • Medical Library for Rancho Los Amigos Hospital, Client: L.A. County ISD, Cost: $1,200,000 • Chadwick School Library, Client: Chadwick School, Cost: $1,700,000 • Orange County Library and Learning Center, Westminster Branch, Client: County of Orange, Cost: $1, 500, 000 • Long Beach Main Library Renovation, Client: City of Long Beach, Cost: $700,000 • Long Beach North Branch Library Renovation, Client: City of Long Beach, Cost: $300,000 • Redondo Beach Main Library, Client: City of Redondo Beach, Cost: $10,000,000 • Temecula Library, Client: City of Temecula, Cost: $1,800,000 • Vista Library, Client: City of Vista, Cost: $4,000,000 • Cathedral City Public Library, Client: City of Cathedral City, Cost: $3,500,000 • Rancho Mirage Library, Client: City of Rancho Mirage, Cost: $1,000,000 AIRPORT FACILITIES: • Torrance Airport, General Aviation Center, Client: City of Torrance, Cost: $2,200,000 • El Monte General Aviation Center; Client: L.A. County, Public Works Dept.: Cost: $1,400,000 • LAX Bradley Terminal Restrooms Addition, Client: L.A. City, Dept. of Airports, Cost: $400,000 • City of Hawthorne Airport ADA Compliance, Client: City of Hawthorne, Cost: $400,000 25 V -289 ADDITIONAL RELEVANT EXPERIENCE City of Santa Ana RFP for Space Planning and Architectural Consulting Services RFP No.: 20-040 IUTANIrMAIIN=191NMETA ICQ 241N=124 DW_ll1[9],1a:1031=16&S For the City of Tustin. • Tustin Frontier Park, ADA Retrofit/Audit • Pine Tree Park, ADA Retrofit/Audit For the City of Long Beach: • Long Beach Sports Arena, 11,500 seat sports arena ADA retrofit Cost: $1,400,000. • El Dorado Park Nature Center- ADA Renovation Cost: $200,000 • Long Beach Senior Center —Renovation Cost: $300,000 • Belmont Plaza Pool & Community Center —Renovation Cost: $500,000 • El Dorado Regional Park -West Community Center and Site Renovation Cost: $700,000 • Blair Field, 3000 seat baseball stadium — Renovation Cost: $400,000 • Long Beach Marina Restrooms - Addition//renovation Cost: $200,000 • Drake Park— Renovation Cost: $300,000 • MacArthur Park ADA Renovation; Cost: $200,000 • Whaley Park and Community Center — Renovation Cost: $500,000 • El Dorado Park Youth Center Restrooms — Renovation Cost: $200,000 • 10 Tidelands Beach Restrooms — New facilities and site work Cost: $6,000,000 For the City of Montebello: • Ashiya Park- Addition/Renovation • City Park- Addition/Renovation • Holified Park - Addition/Renovation For the City of La Puente: • La Puente Community Center/ Renovation • La Puente 22 Acre Park with 3 sets of park restrooms and Community Ctr Renovations For the City of Hawthorne: • Senior Citizen Center - Renovation • Memorial Park - Renovation • Hawthorne Pool - Renovation • Ramona Park - Renovation • Jim Thorpe Park & Comm. Ctr. - Renovation • Holly Park — Renovation • Holly Glen Park - Renovation City of Rosemead: • Rosemead Sr. Ctr. - Renovation/Addition/ADA Compliance • Rosemead City Hall ADA Compliance • Garvey Park Restroom/Concession and Ball Fields/Playground • Garvey Park Community Center - Addition/ADA Compliance PUBLIC HEALTH CARE FACILITIES: • Long Beach Comprehensive Health Center, Client: L.A. County ISD Cost: $9,000,000 • Rancho Los Amigos Medical Ctr. Facilities Operation/Safety Police/ 1000 Car Parking Structure - Client: L.A. County ISD; Cost: $21,000,000 • 80,000 S.F. Renovation of Buxton Medical Office Building in Torrance - Client: David Buxton Cost: $10,000,000 PORT PROJECTS • Berth 161 Master Plan/Schematic Design, Consolidated Construction & Maintenance Facilities, parking structure, Client: Port of Los Angeles, Cost: $15,000,000 • ILWU (International Longshore & Warehouse Union) Local 13, Headquarters & Dispatch Hall, Client: ILWU Local 13 & Pacific Maritime Assoc. Cost: $10,000,000 • ILWU (International Longshore & Warehouse Union) Local 63, Headquarters & Dispatch Hall, Client: ILWU Local 63 & Pacific Maritime Assoc. Cost: $600,000 FACILITIES DESIGNED FOR CHILDREN: • Greenwood Child Care Center, Client: City of Torrance- Cost: $600,000 • Three Child Care Centers for the Navy, Client: City of Long Beach Cost: $1,500,000 • Lee Ware Park -Head Start -Children Ctr., Client: City of Hawaiian Gardens Cost: $1,500,000 • Chadwick Library -Children Learning Ctr., Client: Chadwick School Cost: $1,600,000 • Rosemead Community Child Care Center, Client: City of Rosemead Cost: $600,000 • Hawaiian Gardens Civic Center Child Care, Client: City of Hawaiian Gardens 25G-290 ADDITIONAL RELEVANT EXPERIENCE 0 � o 0 O p N O O 6 N U v�i pp ,O .N-i n q O O i p00p fi O r q �ci > JI ro L C d U u� O '� .� u d �� ~O O U a N U •� E w+ N �y ^G ,�° d •S' O b y in O w U p '° 4 U 9� � `A��+ C � � t�O. �j tiO 'S" U d ' p� ro rj • � O S •� ..� O U � � yam, O p�. � S O O V Q� � •sue' � ^ Qi O i'i �i C. R U'� 'S z o w g o ` °e a o p G e c o 3 o reb-14 CL C ° o >' b ° o d .G : A!i F U t Qo 'a ZL a p 'c� cbo ' d o° °per V � � � ° U [� . ° U .� � Vyq� N z N Y Q � ° p• V (6 � ° M .0 ti V O ° � O �% � f.' O U U Q U O ��y V }OI O al04 y }OI ra3� V ryh /y, U i ry��O w Q I� id iLi U V ry ✓ M Q.r O b o . d CZbc O � � � xi � Q � W s N O C4x ,�; C. •O O N N O O 0 �I • Y.� A E (� U (C U ..y� f6 NN LG°oxw C YCJ U o •U � ° 11 'Y~y C : M �• oJp •o w o bG4 z+., o '�y d u .ate 0. m o b. t UoE' E a a A 4U °,��' o U [� O U° rd Zt it QOi .e OrQp a !4 UQO U U>= W P5 W� 0 � Ic ou °� N. 0 6 e o o ° Y u Ur-U I a.0 " —P. P,aP, °z City of Santa Ana BOA RFP for Space Planning and Architectural Consulting Services RFP No.: 20-040 + BOA AGREES TO THE SCOPE OF SERVICES LISTED IN THE RFP The Scope of Services may involve all or some of the phases of the project development listed, and shall include, but not necessarily be limited to, the following activities: • Site Analysis — BOA will perform site visit(s) to verify dimensions of impacted area, photos, site observation, analysis, meetings with City departments to discuss specific space requirements. o BOA will prepare "as -built' drawings, in current CADD format, as required by the Client. • Conceptual Layouts/Space Planning- Will prepare alternative space layouts with estimates. • Permits/City Approvals — BOA will assist City depts in securing all relevant City/County Plancheck and building permit approvals, as required. • Architectural, Interior Design, and Engineering Services BOA will provide all the customary Plans, Specifications, & Estimates (PS&E) for Public Works bidding to contractors. BOA will provide architectural, structural, mechanical, and electrical engineering services and cost estimating services during the schematic design, design development and construction document phases. 1. Schematic Design 2. Design Development 3. Construction Documents • Post Design Services 1. Bidding 2. Construction and Construction Management • Visit construction site as needed to monitor quality of the work and resolve construction issues. • Manage the construction phase and coordinate construction meetings to ensure the project is completed on time and within budget. • Move Management Services BOA will assist the City Departments with the services listed in the RFP. • Special Services 1. BOA will complete the State of California ADA surveys 2. BOA will provide value engineering services, upon request 3. BOA will complete LEED Certification documentation, upon request. • Plans and Documents- Plans and documents will become sole property of the City. All documents and files will comply with current requirements set forth by the various entities for record retention. • Fee Proposal — Standard Hourly Fee Schedule and a Project Fee Proposal will be submitted • Other Terms and Conditions: BOA agrees to all Other Terms and Conditions listed in RFP. SAMPLE TIME SCHEDULE FOR DESIGN PHASE Items of Work Time NTP and Kick-off meeting, site observations, interview staff 0.5 month Submitted Schematic Design Drawings 1 month City of Santa Ana Review 0.5 month Submitted 50% Working Drawings 1.5 months City of Santa Ana Review 0.5 month Submit 90% Working Drawings, submit to Building Dept. 1.5 months City of Santa Ana Review 1.5 months Submit 100% Working Drawings addressed City comments 1 month TOTAL DESIGN 25G-292 8 months Appendix ATTACRWNT 3 CERTIFICATIONS NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) In conformance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived, or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any other BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non -collusion Affidavit is part of the Proposal. BIDDERS are cautioned that making a false certification may subject the certifier to Signed State of California County of CX April 20, 2020 Subscribed and sworn to (or affirmed) before me on this day of , 20_, by , proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me Notary Public Signature Notary Public Seal City of NON-LOBBYINGCERTIFICATION The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities," in conformance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such subrecipients shall certify and disclose accordingly. Signed:t;r=�C Title: President Firm: Black O'Dowd and Associates, DBA BOA Architecture Date: April 20, 2020 City of NON-DISCRIMINATION CERTIFICATION The undersigned Contractor or corporate officer, during the performance of this contract, certifies as follows: The Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. The Contractor shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Contractor shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Contractor shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. In the event of the Contractor's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. . " 50-0 .- 7. The Contractor shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Contractor becomes involved in, or is threatened with, litigation with a subcontractor or Contractor as a result of such direction by the administering agency, the Contractor may request that the United States enter into such litigation to protect the interests of the United States. 8, Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, no discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any Contractor of public works violating this Section is subject to all the pen ies imposed for a violation of the Chapter. Signed: V it Title: President Firm: Black O'Dowd and Associates, Inc. DBA BOA Architecture Date: April 20, 2020 City of a -040 Page A3-4 City of Santa Ana BOA RFP for Space Planning and Architectural Consulting Services RFP No.: 20-040 ��\11 \ L`�� • Exhibit A — Organization Chart • Appendices: 4 Resumes $ Addendums 1) Addendum 1 2) Addendum 2 25G-297 CITY OF SANTA ANA BOA Architecture Leonardo Arteaga Quality Control CASp Certified Sub -Consultant Engineering Design Analysis, Inc. Mechanical, Electrical, and Plumbing Engineer Sub -Consultant Pacific Engineering Structural Engineer Edward Lok Ng Architect, LEED AP Prime Consultant Project Designer BOA Architecture Miguel Andrade Project Manager Sub -Consultant Thomas Lew, andAssociates Electrical Engineer Please note that BOA Architecture, as the prime -consultant, will be responsible for all aspects of your project, including architect and engineering. Our sub -consultants that are listed above are all State of California licensed professionals in their respective disciplines. Their qualifications are available upon request. Mechanical Engineer Engineering- Design -Analysis, Inc., 10231 Slater Ave., # 203, Fountain Valley, CA 92708 Kevin Friedman, P.E. CA State License# 27267- Mr. Friedman has over 30 years' experience in facilities planning and design, interiors design, special building systems planning and design, laboratory design, controls, energy conservation, and computerized building modeling and simulation. Structural Engineer Pacific Engineering, 17703 Crenshaw Blvd. Torrance, CA 90504 Victor Chaiprasert CA State License #C36235 - Mr. Chaiprasert is a registered structural engineer in the State of California with over 30 years of experience in steel, timber, masonry and reinforced concrete construction of all types of structures. Electrical Engineer Thomas Lew, and Associates, 19521 Reinhart Avenue, Carson, CA 90746-1935 Thomas Lew, P.E. CA State License #15593 - Mr. Lew has been in continuous practice since 1996. The firm currently has 2 employees. Mr. Lew has been the Principal for over 17 years and holds a Bachelor's of Science, in Engineering. BOA Architecture 1511 Cola Avenue, Long Beach, CA 90813 Office: 562/912-7900 email: lok.uzaboaawhitecture. corn City of Santa Ana RFP for Space Planning and Architectural Consulting Services RFP No.: 20-040 EDWARD LOK NG, ARCHITECT, LEED AP President/ Sr. Project Manager and Designer PROJECT RESPONSIBILITY Maintain Client communication, lead overall design effort in form and function, compile client and user group input and day-to-day contact with Client. EXPERIENCE - Edward Lok Ng has been a member of BOA since 1982. Principal and Director of Design, Mr. Ng has over 40 years of experience in all phases of the design process. He has personally designed and managed over 500 municipal facility projects for local cities. He leads a talented team of designers and consultants to ensure that design solutions effectively meet the clients' and users' needs while adhering to client schedules and budget constraints. He has been the Project Manager and Designer for numerous projects within civic/public buildings, the Parks and Recreation facilities, City Halls, Fire Station facilities, Police Departments, and ADA retrofit/transition plan projects. This experience coupled with Mr. Ng's dedication and commitment to sustainability and design excellence has led to numerous honors and repeat clients for BOA. Finally, Mr. Ng has personally designed numerous public entities, including the Cities of: Anaheim, Irvine, Huntington Beach, Tustin, Cypress, State of California, and the City of Long Beach. A certified plan review consultant to California's Division of the State Architect, Mr. Lok Ng has completed DSA-sponsored training as an Access Compliance Plan Reviewer and Accessibility Surveyor. As a member of the City of Long Beach Disabled Access Appeals Board since 1994 and the Design Review Board for the City of Downey since 1989, he has reviewed applications and appeals for a broad range of commercial and municipal design projects. He is also LEED, AP Certified and has design several LEED Certified projects, which will be a great asset for the sustainability and seamless transition between old work and new work in renovation projects. v 1A 90P0 249SEL VA5O ROAD, SUITE 105 ApAMENTO, CA 96834 LICENSE NO. C 16N40 VALID UNTIL NOVEMBER 30, 2021 RECEIPT NO. 93170M EDNARD LOR GIN NO 3119 LEES AVENUE LONG BEACH CA 90800 ----- NON -TRANSFERABLE --- POST IN PUBLIC VIEW DESCRIPTION OF CURRENT POSITION Principal, Director of Design EDUCATION Bachelor of Architecture University of Hawaii, 1981 Continuing Education University of California, Los Angeles PROFESSIONAL REGISTRATION Licensed Architect, C-16840 State of California, 1986 LEED Accredited Professional, 2009 Disabled Access Appeals Board City of Long Beach, since 1989 Certified Access Review Board and Design Review Board City of Downey, since 1992 Completed Accessibility Surveyor Training for State Leased Buildings and Facilities, State of California, since 2003 TRAINING DSA Academy Access Plan Review Training, 2004, 2008 & 2010 YEARS OF EXPERIENCE Employed by BOA since 1982 Employed by other firms - 6 years 25G-299 RESTS City of Santa Ana RFP for Space Planning and Architectural Consulting Services RFP No.: 20-040 LEONARDO ARTEAGA, CASp Project Manager Phone: (562)912-7900 Email: leo.arteaga@boaarchitecture.com PROJECT RESPONSIBILITY Apply and interpret technical requirements of the Americans with Disabilities Act and access provisions of the California Building Code(CBC), will perform all accessibility surveys of your facilities. EXPERIENCE Leonardo Arteaga is a Project Manager with expertise in applying and interpreting technical requirements of the Americans with Disabilities Act (ADA) and Access Provisions of the California Building Code (CBC). Mr. Arteaga is a California Certified Access Specialist, (CASp). He graduated from California State Polytechnic University, Pomona, in 2002 with a Bachelor of Architecture degree and has been at BOA Architecture since 1997. In 2009, he successfully fulfilled the experience and testing requirements set forth by the Division of the State Architect (DSA) and became a California Certified Access Specialist. His ADA Compliance experience includes accessibility plan check services on behalf of the DSA-Los Angeles Basin Regional Office and the County of San Bernardino -Department of Risk Management, ADA Transition Plan and accessibility inspections, compiling inspection information into accurate and concise accessibility reports, cost feasibility reports, and code analysis roles covering all phases of barrier removal. His relevant experience and expertise includes all types of municipal facilities (City Halls, Theaters, Auditorium, Community Centers) for ADA Compliance for the Cities of Long Beach, Placentia, Irvine, Huntington Beach, and for the State of California DMV at Oxnard. Other experience include DSA-LA Basin Region Office— Consultant Access Compliance Plan Reviewer (2008- 2011), County of San Bernardino, CA — Inspection, Review and Analysis, and ADA Title III Private Entity Accessibility Surveys — multiple facilities. PQ 4��6\ DESCRIPTION OF CURRENT POSITION ADA compliance of all BOA Projects EDUCATION Bachelor of Architecture California State Polytechnic University of Pomona, 2002 PROFESSIONAL REGISTRATION California Certified Access Specialist, 2009 - CASp #055 ICC-Certified Accessibility Inspector & Plan Examiner - #8088179 YEARS OF EXPERIENCE Employed by BOA since 1997 25G-300 RESTS City of Santa Ana RFP for Space Planning and Architectural Consulting Services RFP No.: 20-040 MIGUEL ANDRADE, PROJECT MANAGER Senior Project Manager and Designer Contact Information: Phone (562)912-7900 Email: Miguel.Andrade(&Boaarchitecture.com PROJECT RESPONSIBILITY Mr. Andrade spearheads the production of all construction documents, drawing, specifications and 3-dimensional modeling. He also assists the project architect to coordinate sub -consultants and resolve critical design issues. Miguel Andrade has been a member of BOA since 2001, with over 16 years of architectural experience in all phases of a project, from conception to construction support. He has experience in both new and renovation work for mainly our public clients; understanding that open communications is the key to minimizing disruption along the critical path to completion. He leads a team to ensure that design solutions effectively meet the clients' and users' needs while adhering to client schedules and budget constraints. He is proficient in Computer Aided Design (CADD) and advanced expertise in BIM Revit 3D. He has been the Project Manager for numerous Parks and Recreation facilities, including new construction, historic rehabilitation projects, including municipal and commercial/retail facilities, fagade, and tenant improvement. Mr. Andrade's wide variety of work experience includes the City Council Chambers in the City of Irvine, Wilson Park Amphitheater structure in the City of Torrance, CRA-LA Fagade Improvement Program, the modernization of the Long Beach Nature Center and Long Beach El Dorado Park, and ADA Compliance and a new Vehicle Maintenance Facility for Metropolitan Transportation Authority (MTA). C,3Q 4��6\ POSITION Production Manager and Senior Designer EDUCATION Bachelor of Architecture Woodbury University, 2008 Licensure in Process YEARS OF EXPERIENCE Employed by BOA since 2003 25G-301 REStNES MAYOR Miguel A. Pulido MAYOR PRO TEM Juan Villages COUNCILMEMBERS Cecilia Iglesias Phil Bacerra David Penaloza Vicente Sarmiento Jose Solorio CITY OF SANTA ANA PUBLIC WORKS AGENCY 20 Civic Center Plaza • M-21 • P.O. Box 1988 Santa Ana, California 92702 www.santa-ana.ora (714) 647-5690 ADDENDUM NO. 1: Q & A Request for Proposal 20-040 Space Planning and Architectural Consulting Services April 14, 2020 CITY MANAGER Kristine Ridge CITY ATTORNEY Sonia R. Carvalho CLERK OF THE COUNCIL Daisy Gomez Notice is hereby given to bidders that, where applicable, the City of Santa Ana Public Works Agency has made certain clarifications, modifications, additions, and/or deletions, for specifications of RFP 20-040 Landscape Maintenance Services for Public Works Agency — City Yard Facility. ALL OTHER TERMS, CONDITIONS, AND SPECIFICATIONS REMAIN UNCHANGED. ANSWERS TO INQUIRIES/QUESTIONS SUBMITTED TO DATE ARE AS FOLLOWS: 1. Is the intent of the City to hire more than one consultant for this project or only one firm? Answer: Yes. 2. Attachment 3-1: Non -Collusion Affidavit, needs to be notarized with the current state mandate of having to stay home, does this need to be notarized at this time. Answer: At this time, it is not a requirement to have the Non -Collusion Affidavit form notarized. 3. Is the RFP only for tenant improvement office renovation projects, or could a project be for new construction for different project types i.e. Parks, Libraries? Answer: The purpose of this RFP is for on -call, as needed, to provide services at any of the City facilities. l i I 1 /At\ I Eye] I VCH.m RII] I I Miguel A. Pulldo Juan Villages Vicente Sarmlento David Penaloza Jose Solaro Phil Bacerra Cathie Iglesias Mayor Mayor Pro Tem,WardS o6aan 2� DWard eanta VO6rd4 Wards moll d0�6anta-ana.O rO V90a Pro Toa Ward 5 V6arm antWard1B-ana0rnL t 1 r 60Or0�6anta2na.are PbaCa RaWe ntB-ana.O rg COa6a6Ward 69na.OrO MAYOR Miguel A. Pulido MAYOR PRO TEM Juan Villages COUNCILMEMBERS Cecilia Iglesias Phil Bacerra David Penaloza Vicente Sarmiento Jose Solorio CITY OF SANTA ANA PUBLIC WORKS AGENCY 20 Civic Center Plaza • M-21 • P.O. Box 1988 Santa Ana, California 92702 www.santa-ana.ora (714) 647-5690 Fill] r]401r11]M1'P]'4K4]Fl ff;F-.Tif:7i1 Request for Proposal 20-040 Space Planning and Architectural Consulting Services April 15, 2020 CITY MANAGER Kristine Ridge CITY ATTORNEY Sonia R. Carvalho CLERK OF THE COUNCIL Daisy Gomez Notice is hereby given to bidders that, where applicable, the City of Santa Ana Public Works Agency has made certain clarifications, modifications, additions, and/or deletions, for specifications of RFP 20-040 Space Planning and Architectural Consulting Services. ALL OTHER TERMS, CONDITIONS, AND SPECIFICATIONS REMAIN UNCHANGED. AI111111:XID]rille11610Wil:1111M] 11911* ]NI;AI[a]ki Number of Proposals and Signature: Second paragraph reads as follows: The Statement of Qualifications shall be limited to a maximum of (20) single -sided pages (excluding front and back covers, section dividers and attachments such as resumes, forms). Font size shall be minimum 11-point Arial. Proposal exhibits shall be maximum 11"x17". l i I 1 /At\ I Eye] I VCH.m RII] I I Miguel A. Pulled Juan Villages Vicente Sarmlento David Penaloza Jose Solaro Phil Bacerra Cathie Iglesias Mayor Mayor Pro Tam,WardS oaaan 2 DWard eanta VOard4 Wards moll d0�6anta-ana.O rO V90a Pro Toa Ward 5 V6arm antWard1B-ana0rnL t 60Or0�6anta2na.are PbaCa RaWe ntB-ana.O rg COa6a6Ward 69na.OrO AGREEMENT TO PROVIDE ON -CALL SPACE PLANNING AND ARCHITECTURAL CONSULTING SERVICES THIS AGREEMENT is made and entered into this 17th day of November, 2020 by and between Gruen Associates ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On March 30, 2020, the City issued Request for Proposal No. 20-040, by which it sought qualified consultants to provide on -call space planning and architectural consulting services for the City's Public Works Agency. B. Consultant submitted a responsive proposal that was among those selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 20-040. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES On an on -call basis, and at the City's sole discretion, Consultant shall perform the services described in the scope of work that was included in REP No. 20-040, which is attached as Exhibit A, and as more specifically delineated in Consultant's proposal, which is attached as Exhibit B and incorporated in full. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit B. Consultant is one of ten (10) consultants selected to provide services on an on -call basis under REP No. 20-040. The total annual compensation for these services provided by all such consultants selected under REP No. 20-040 shall not exceed the shared aggregate amount of $300,000 during the term of the Agreement, including any extension periods. 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. 25,QrZQ4 Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals and Scope of Work, which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on November 16, 2023, unless terminated earlier in accordance with Section 17, below. The term of this Agreement may be extended for two 1-year periods upon a writing executed by the City Manager and City Attorney. 4. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. Ifthe services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONSULTANT Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all 25,QTZQ5 Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subconsultants, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. hi accordance with the California Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. 25,QyZQ6 (iii) Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect, by Consultant, without thirty (30) days prior written notice to the City. (iv) Consultant shall supply City with a fully executed additional insured endorsement. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, Consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant or its subconsultants, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 20,P24Q7 10. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 11. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: (714) 647-6956 Executive Director Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, CA 92702 To Consultant: Gruen Associates 6330 San Vicente Blvd, Suite 200 Los Angeles, CA 90048 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these timeframes, weekends, federal, state, County or City holidays shall be excluded. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the' City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Consultants retained by City. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 18. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 19. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 20. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder 20,P7Z-10 and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 21. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: DAISY GOMEZ Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By: ly" -f. 4, QHN M. FUNK Sr. Assistant City Attorney RECOMMENDED FOR APPROVAL NABIL SABA, PE Executive Director Public Works Agency CITY OF SANTA ANA KRISTINE RIDGE City Manager CONSULTANT GRUEN ASSOCIATES 0 Name: MICHAEL A. ENOMOTO, FAIA Title: Managing Partner EXHIBIT A Appendix ATTACHMENT SCOPE OF WORK CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR SPACE PLANNING AND ARCHITECTURAL SERVICES RFP NO.: 20-040 Introduction and Background: The City of Santa Ana intends to retain Space Planning and Architectural Services on an as -needed or "on -call' basis. A Professional Services Agreement will be entered into with several of the qualified firms/consultant(s) to provide space planning and architectural services for a variety of projects on an on -call basis. Areas of responsibility shall include architectural, space planning, structural, construction management, mechanical and electrical engineering, ADA survey, and move management services. On an on -call, as -needed basis, the selected firm(s) may be asked to provide professional services on specific, project -by -project basis, based on an agreed -upon scope of services and fees. All proposals, plans, drawings, specifications, estimates, grant applications, and/or studies will be subject to the final approval and satisfaction of the City of Santa Ana. The architects and engineers in the firm must be licensed and legally qualified in the State of California to practice the work for which consideration is requested. Selected firm(s) shall have the necessary qualifications and experience to provide space -planning, architectural, and engineering consulting services to the City. Services may involve all or some of the phases of project development and shall include, but not necessarily be limited to, the following activities: Site Analvsis Perform site analysis during initial design work. This may include site visits, photographs, analysis of existing space(s), meetings with various City departments to discuss specific space requirements. Conceptual Lavouts/Space Planning Prepare alternative preliminary space layouts, including engineering details and engineering calculations, and estimates of probable costs for each alternative. Present information to the City along with a written response of the advantages and disadvantages of each alternative plan taking into consideration operational, programmatic, adjacency needs and appropriate design standards. Permits/City Approvals (City as regulatory agency) Assist City departments in obtaining entitlements, permits and other City approvals, as required. Architectural, Interior Design, and Engineering Services Provide architectural, structural, mechanical and electrical engineering services and cost City estimating services during the schematic design, design development and construction document phases. Work products shall include engineering details, engineering calculations, architectural plans, and elevations, material specifications, cost estimate, and final plans and specifications. Prior to acceptance of design, Consultant is to prepare a summary report detailing the effort of utility coordination, IT coordination, and due diligence for the City's review and acceptance. Third -party cost estimate and constructability review may be included in the design effort at the City's request. 1. Schematic Design: Develop schematic design site plan drawings illustrating the scale and relationship of project components. 2. Design Development: Prepare design development package consisting of: a) Drawings and other documents that outline repairs or solutions and describe the size and character of the project with respect to architectural, interior, structural, mechanical and electrical systems b) Materials and samples c) Other required elements based on the approved schematic design documents. Designs must comply with the current Building codes and any other City requirements. Additional site visits and coordination with City departments will be required to ensure that design development meets the department's needs. 3. Construction Documents: Prepare construction documents consisting of plans and specifications, calculations, and cost estimates setting forth in detail the requirements for the construction of the project based on the approved schematic design and design development documents. The construction documents will include, but not limited to: plans, details, and specifications for structural, electrical, mechanical, plumbing, ADA requirements, parking, and landscaping; all fully coordinated with the architectural design. Plans should include recommendations for green building standards and sustainable development to reduce costs, improve the health of building occupants, and reduce the negative impacts to the environment. A refined cost estimate based on the final construction documents shall also be prepared. There shall be no additional costs due to revisions of the drawings to bring the design up to code compliance. Assist the City departments in obtaining reviews and approvals from applicable public agencies for design reviews, plan checks, and permits. Assist the City in obtaining all required permits, reports, and other information to bid the project. The City will pay all permit fees. The Consultant shall be required to provide continued communication and feedback with various City personnel throughout the process to provide a cost-effective and quality design that meets the needs of the client department(s). Post Design Services At the City's sole discretion, assist the City Department(s) with the following services. 1. Bidding a) Preparing bid documents and packages b) Answering bidder's questions City c) Scheduling and attending pre -bid conferences and job/site walks d) Preparing bid addenda e) Preparing bid analyses and reviewing and responding to bidders' submittals, such as shop drawings, product data, samples and proposed equivalent products and materials. 2. Construction and Construction Management a) Prepare "as -built" drawings, in current CAD format, as required b) Visit construction site as needed to monitor quality of the work and resolve construction issues. c) Assist engineer, consultant and inspector with interpretation of the following: • Plans and specifications • Analysis of change conditions • Development of corrective actions • Review of shop drawings and other submittals • Review, negotiation and preparation of change orders d) Manage the construction phase and coordinate construction meetings to ensure the project is completed on time and within budget. • Provide weekly estimates of percent of work completed • Approve vendor invoices for submittal to the City. Move Management Services At the City's sole discretion, assist the City Department(s) with the following services. • Survey all existing items to relocate. • Meet with client and the client's furniture vendor to verify the placement of all items for move. • Third party/peer review of architectural plan(s). • Prepare move plans to show numbering system for ease of labeling boxes and items to move. • Prepare "move in" sketches for mover use, showing office and common area layouts. • Coordinate with the City's Telecommunication Services and instruct staff in preparing for the move. • Coordinate and closely supervise move labor. • Be responsible for all post -move follow-up. Special Services • Complete the State of California ADA surveys. • Provide value engineering services upon request. • Complete LEED Certification documentation upon request. Plans and Documents All plans and other documents prepared by the Consultant on behalf of the City shall become sole property of the City. All documents and files must comply with current requirements set forth by the various entities for record retention. Fee Proposal: In addition to Section III.B.3 (Submittal Requirements: Fee Proposal) fee schedule shall be structured as follows: City The fee proposal shall include the firm's standard hourly fee schedule, and/or project fee schedule where applicable and as outlined in this document. A list of all positions and hourly rates required to perform the services described herein. A more detailed scope of work will be provided when/if a specific project proposal is requested of a consultant. Other Terms and Conditions: 1. The project will be implemented in compliance with the City of Santa Ana's policies, as well as Prevailing Wages and State/Federal Requirements. 2. The City regards the inclusion of California based designs, engineering, and construction professionals, facilities, and services as part of the Team to be highly desirable, but not mandatory. 3. The City reserves the right to amend this Request for Proposal by addendum prior to the final dates of submission. 4. All reports, proposals, or other data or materials which are submitted shall become the sole property of the City of Santa Ana with the exception of the confidential Financial Capacity information and sealed fee proposals which will be returned to all proposers after award of contract to the selected Proposer. 5. All products used or developed in the execution of any contract resulting from this request will remain in the public domain at the completion of this project. 6. The City has an affirmative action program. The purpose of the affirmative action program is to encourage certified minority business enterprises and women business enterprises. All submitting firms must have established affirmative action programs approvable by the City. During the RFP stage, all firms will need to complete a "Certification of Non -Discrimination by Contractors" for each firm on their team. City Ib I TABLE OF CONTENTS Table of Contents i 1. STATEMENT OF QUALIFICATIONS 1 - 17 a. Cover Letter 1 b. Contract Agreement Statement 2 c. Firm and Team Experience 2-6 d. Understanding of Need (In General) 7 - 12 e. Relevant Project Experience 13 f. References 13 - 17 2. SCOPE OF SERVICES AND SCHEDULE 18 General Scope and Schedule 18 3. FEE PROPOSAL 19 Fee Proposal/Standard Hourly Rates (Under Separate Cover) 19 4. CERTIFICATIONS 20 - 24 Certifications/Attachments (Forms are not part of the page count) 20 - 24 5. APPENDIX 25 - 36 Resumes (Team resumes are not part of the page count) 25 - 36 A former office building, the UC Irvine 1131 Moot Court and Lugo Classroom consisted of a series of tenant improvement projects for the School of Law. Consistent with its commitment to providing skills training for its students, the Law School has a vibrant Moot Court and Mock Trial program. These projects included a new 64-student tiered classroom, and the interior demolition and new construction of three existing classrooms to accommodate a new large classroom with seating for 104 people, and a new Moot Courtroom/Classroom facility with seats for 12 jury members, three bench, four counsel and 38 audience members. Each of these classrooms integrated technology and amenities such as interactive whiteboards, audio and video recording and output to 10 monitors (Moot Courtroom). City of Santa Ana RFP for Space Planning and Architectural Consulting Service_pJ ,/►+- GRUENASSOCIATES RFP No. 20-040 25 V -317 APOHITECNFiE PLANNING INTEPIQFL IAM1E504'E GRUENASSOCIATES 25G-318 APUH�TEOTUFE PLANNING INTEPIGWE L1weo4'E GRUENASSOCIATES AROHITECTUFE PLAN\INC, MERICHS LANDSCA'E A. COVER LETTER April 20, 2020 CITY OF SANTA ANA Santa Ana Public Works Agency 20 Civic Center Plaza Santa Ana, CA 92701 MICHAELA. ENOMOTO. FAIA LARRY SCHLOSSBERG, AIA, AICP, LEED AP BD+C DEBRA GEROD, FAIA, LEED AP ASHOK VANMALI, AA RE: CITY OF SANTA ANA PROPOSAL TO PROVIDE SPACE PLANNING AND ARCHITECTURAL SERVICES FOR RFP NO. 20-040 Dear Ms. Gabriela P. Lomeli: With great enthusiasm, Gruen Associates (Gruen) looks forward to serve the City of Santa Ana (City) on the various space planning and architectural projects anticipated as part of the on -call services contract. We have worked in Santa Ana, most notably on GSA's Ronald Reagan Federal Building and US Courthouse, in Orange County and other city, county, state and federal governmental agencies. We are confident that Gruen's past experience with similar administrative and governmental facilities, and support functions will prove Gruen Associates to be an excellent match in a collaborative process with the City. Gruen Associates is an Architecture, Planning, Interior Design, Landscape Architecture and Urban Design firm headquartered in Los Angeles since 1946, providing aforementioned in addition to Transportation Planning and Design, Environmental and Community Engagement services worldwide. Our projects range in size from less than $1 million in construction value to very large and complex billion -dollar projects. Gruen's experience with office building designs, test fits, programming, and space and site planning is extensive and includes several facilities —namely the award -winning, LEED Silver Olympic and Northeast facilities. Gruen Associates and its consultant team are committed to providing architectural, space planning, structural, construction management, mechanical and electrical engineering, ADA survey, and move management services to the City and have depth of experience to provide the following Scope of Services activities: • Site Analysis • Conceptual Layouts/Space Planning • Permits/City Approvals (City as regulatory agency) • Architectural, Interior Design, and Engineering Services • Post Design Services • Move Management Services • Special Services including completing State of California ADA surveys, and providing value engineering services and completing LEED Certification documentation upon request. • Plans and Documents I, Michael A. Enomoto, FA/A, will be the Partner -in -Charge. Craig Bigg% LEED AP BD+C will be the Project Manager and Principal Designer, who will be supported by Alex Chow as the Intermediate Designer and Jasmine Choi, Assoc. A/A as the Interior/FF&E Designer. The team will work with Teresa Sanchez, A/A as the Construction Administration Manager. Dean Howell, PLA, ASLA will be the Landscape Architect. We also have an in-house General Contractor, as well as planning and urban design staff, as needed. Gruen is also pleased to bring to the City the experience and knowledge of our subconsultant team, Englekirk and Gannett Fleming, highly experienced in providing Structural, MEP and Civil engineering services. As Gruen Associates' Managing Partner, I am legally authorized to bind the firm to the terms of the contract, as well as negotiate contract terms and make decisions in all matters relating to the RFP. We are very enthusiastic and look forward to strengthening our working relationship with the City of Santa Ana. Respectfully submitted, GRUrrE,, NASSOCIATES auk- Michael A. Enomoto, FAIA Managing Partner 6330 San Vicente Boulevard, Suite 200, Los Angeles, c2-T349937-4270 • Fax (323) 937-6001 • www.gruenassociates.com Gruen Associates, as the Prime Consultant, concurs with and has no concerns with any and all provisions as contained in the Agreement, Attachment 2, in the Appendix section of the RFP. C. FIRM AND TEAM EXPERIENCE PRIME: GRUEN ASSOCIATES Professional Design Services ARCHITECTURE & INTERIOR DESIGN Master Planning Programming Feasibility Analysis Conceptual Design Schematic Design Design Development Construction Documents Construction Administration Project Management PLANNING & URBAN DESIGN Specific Plans Redevelopment Plans Strategic Planning New Community Planning Downtown Revitalization Urban Design Master Planning and Site Planning Neighborhood Revitalization Transit -Oriented Development Planning & Design Transit -Oriented Community Planning & Design Transit Station Area Planning Business Revitalization Urban Growth Management Implementation Plans Community Participation LANDSCAPE ARCHITECTURE Landscape Design Streetscape Design Park Design Bikeway Design Recreational & Park Planning Construction Documents Construction Administration TRANSPORTATION & ENVIRONMENTAL PLANNING Transportation Corridor Planning Location and Design Transit Planning Urban Design of Transit Facilities Pedestrian and Bicycle Circulation Environmental Impact Assessment Community Participation CONTACT INFORMATION Gruen Associates 6330 San Vicente Boulevard, Suite 200 Los Angeles, CA 90048 Tel: (323) 937-4270 Fax: (323) 937-6001 Web: www.gruenassociates.com Attn: Craig Biggi, LEED AP BD+C E-mail: biggi@gruenassociates.com Gruen Associates, established in 1946, is a professional Partnership based in Los Angeles, California. With 80 employees, we have provided internationally -recognized architecture and interior design, landscape architecture, land use/master planning, urban design and transportation planning and design services worldwide. As one of Los Angeles' best known legacy architecture firms, Gruen can boast a portfolio of landmark projects spanning nearly 75 years. Our significant projects enhance the urban landscape and shape the environment for millions of users. Many historic, urban neighborhoods have been revitalized through our architectural and landscape architectural design, planning, streetscape, urban design and transportation planning solutions that have created multi -purpose, engaging spaces for community interaction, and social and economic growth. Gruen Associates has been responsible for some of the most significant, complex and challenging projects worldwide. Winner of the 2019 American Planning Association (APA) Los Angeles Segment Distinguished Leadership - Planning Firm Award and the 2015 Firm Award by AlA California —singularly or combined, the impact of Gruen Associates' projects on our communities and on our profession is without question. Gruen Associates is deeply committed to meaningful consensus building between identified stakeholders as an integral part of its projects. We strive to blend function and efficiency with distinctive architecture, urban design, landscape and land use planning designed to respond to the clients' and stakeholders' needs. Gruen provides personal service, while taking advantage of the wide range of expertise and technical capability of a large organization. City of Santa Ana RFP for Space Planning and Architectural Consulting Service GRUENASSOCIATES RFP No. 20-040 56-320 APOHITECTUFiE PLANNING INTEFIQFE L1r0E04'= CONSULTANT. ENGLEKIRK Structural Engineer CONTACT INFORMATION Englekirk 888 South Figueroa Street, 18th Floor Los Angeles, CA 90017 Tel: (323) 733-6673, x327 Web: www.englekirk.com Attn: Russell Tanouye, SE, LEED AP E-mail: russell.tanouye@englekirk.com Englekirk was the structural engineer for Gruen Associates' team on Olympic Police Station. The LEED Silver, multi - award -winning project was part of the City of Los Angeles Police Department's Proposition Q program; an on -call. CONSULTANT: GANNETT FLEMING MEP and Civil Engineer CONTACT INFORMATION Gannett Fleming, Inc. 601 South Figueroa Street, #3800 Los Angeles, CA 90017 Tel: (213) 624-0347, x8722 Fax: (213) 624-1630 Web: www.gannett8eming.com Attn: Hiten H. Sheth, PE E-mail: hsheth@gfnet.com A division of Gannett Fleming specializing in vertical construction, provided vertical transportation design and construction administration services as a subconsultant on the Anaheim Regional Transportation Intermodal Center (ARTIC) project; a new iconic architectural transportation center for the City of Anaheim. Since its inception, Englekirkhas become a recognized leader in the field of structural engineering. Their staff of 105 includes 64 engineers who hold advanced structural engineering degrees. Englekirk's headquarters is located in Los Angeles, California with branch offices in Orange County and Honolulu. They can provide a specialist in almost any area, whether it involves the structural design of steel, concrete, masonry, wood and/or advanced structural analysis, wind engineering, or earthquake engineering. Effective design solutions for public use spaces require a special set of skills and knowledge in developing a structural system that is functional and complementary to the architectural design. Englekirk has helped owners achieve these goals through developing detailed structural systems and communicating requirements to the design team in a timely manner accurate drawings. Established in 1915, Gannett Fleming has been at the forefront of innovation, providing cutting -edge and cost-effective engineering services for various clients throughout the US. The team of engineers, architects, and technical specialists apply a broad range of services to meet the comprehensive demands oftoday's modern infrastructure. Proud to be ISO 9001:2015 Certified and ranked by Engineering News -Record (ENR) as one of the Top 500 Design Firms, Gannett Fleming is routinely recognized by the industry for their projects, performance, processes, and people. Gannett Fleming's breadth of expertise includes over 2,300 highly -qualified professionals across more than 60 offices. While each office has special knowledge of the local area it serves, Gannett's complete range of services knows no geographic boundaries, as clients depend on their expertise to solve their most critical project challenges. City of Santa Ann RFP for Space Planning and Architectural consulting GRUENASSOCIATES RFPNo20-040 2V -321 APOHITEOTUFE PLANNING INTEPIGP.E l FDSD4'E Gruen Associates, as the Prime Consultant, has skilled in-house personnel to perform the key specialized services required for Space Planning and Architectural consulting services. Along with Englekirk and Gannett Fleming as our subconsultants, Gruen is ready to support the City of Santa Ana in meeting the various goals established. FIRM EXPERIENCE Gruen Associates has developed a well -deserved reputation as a leading champion for the creation of facilities and spaces that enhance communities. We have had several on -call planning, architectural and tenant improvement/remodel projects for many clients. Gruen provides professional architectural, planning, urban design, transportation planning and design, and landscape architectural design services for many governmental and municipal entities. Our private sector experience is also plentiful and includes related, transferable strategies to lend to the City's projects. For instance, the Arup Remodel included interior tenant improvements within a 40,000-SF office while being occupied and subsequent space planning services for Arup's proposed relocation exploring four scenarios of high-rise locations within the downtown Los Angeles area. Our team performed services for the PCL Remodel for a 17,000-SF office tenant improvement and PCL Relocation space planning for four prospective locations and final interior buildout of 20,000 SF of office space in Glendale, California. Gruen is taking this opportunity to bring our team's latest public and private facilities design to the City, through our deep project experience for nearly 75 years. Our specific experience with office designs, test fits, programming and space planning is extensive and includes projects that are relevant to governmental administrative facilities; i.e., the Caltrans District 7 Headquarters' 716,000-SF office interiors project within the downtown Los Angeles area; the Southwest Museum programming and concept design for 30,000 SF of office space within an existing historic Los Angeles museum; the Los Angeles County Fire District Headquarters Complex programming, master planning and interior layouts project for an 185,000-SF mixed - use office complex; the Hollywood Bowl consisting of 11,000 SF of office tenant improvements within an occupied space; the San Fernando Valley Family Support Center programming and master planning of 250,000 SF of government office space; and the Tech Hall and Hall of Health Remodel for a 39,700-SF office tenant improvement. All projects were managed and/or under design supervision by Project Manager and Principal Designer, Craig Biggi. He will serve the City's project(s) at the highest level of expectations and efficiency with the best outcomes for functional, economical, sustainable, flexible, aesthetically -pleasing and comfortable spaces. TEAM EXPERIENCE Key to managing the potential for many on -call projects occurring concurrently, requiring various needs, the best strategy for Gruen and the City is to engage the participation of a multi -disciplinary team forcrossover, redundancyand uninterrupted serviceto your project(s). Michael A. Enomoto, FA/A, will be the Partner -in -Charge to oversee the team, provide strategic guidance, and ensure that the team has the appropriate resources. He has performed in the same role for the Ronald Reagan Federal Building and US Courthouse and has served as such for our on -call, task order - City of Santa Ana RFP for Space Planning and Architectural Consulting Service25G_322 GRUENASSOCIATES RFP No 20-040 Anal IITCGTLFE PLANNING INTEFIGFE L [,DS. A' based projects. Craig Biggi, LEED AP BD+C is a Principal Associate and the Director of Design, who will serve as the Project Manager and Principal Designer for the various projects stemming from the on -call contract. He has extensive experience in the very project building and tenant space types including the LIC Irvine Moot Court and Classroom project; interior remodels to Arup, PCL and test fit options for Tokio Marine Insurance corporate offices; upgrade and improvement projects for the Port of Long Beach; interior and programming design work for Caltrans District 7 Headquarters; design of lobby and exhibit space for the Cerritos Community Park and Gym; and the design of LEED Silver certified new police stations for the Los Angeles Police Department. Craig will be the City's primary contact for the contract period and for project(s) identified. Alex Chow is an Associate and will be the Intermediate Designer; bringing his experience on various renovations. Jasmine Choi, Assoc. A/A is an Associate and will be the Interior/FF&E Designer having led related efforts for the City of Glendale Central Library Renovation and the pre -design assessment/feasibility study design charrette for the LIC Irvine Student Excellence Center Renovation. She will work with Craig and Alex to advise the project team on Interior Design, Programming and Furniture options for the various spaces. Teresa Sanchez, A/A, a Principal Associate and Director of Construction Contract Administration, who can also be an associate in charge in the unlikely event that Craig is unavailable. Teresa has worked on the Reagan Courthouse, the Central Park West Apartments in Irvine, the LEED Gold certified Woodland Hills Recreation Center, and both LAPD stations that achieved LEED Silver certification. Her experience from the East Los Angeles Civic Center Renovation project, completed with the County of Los Angeles, includes many of the same components that may potentially be part of the City's on -call projects. Dean Howell, PLA, ASLA is a Principal Associate and Director of Landscape Architecture for Gruen. Working with Craig, they seamlessly blend architecture and landscape architecture for buildings and open, green spaces, as they accomplished for the LEED Platinum certified Vasquez Rocks Natural Area Park Interpretive Center in the Agua Dulce area of the Santa Clarita Valley. Due to the on -call nature of this contract, as project tasks become larger or require additional personnel, we will have Gruen's additional in-house staff of architects, interior designers, landscape architects, and urban designers and/or planners, as needed. Also, John "JR" Richardson is our in-house licensed General Contractor with great depth of experience, particularly, keeping up-to- date with the latest ADA and construction requirements that might impact the projects anticipated. No other team will be as comprehensive in their approach and capabilities to meet all specialized service areas and project requirements. Gruen Associates has selected exceedingly qualified subconsultants—Englekirk to provide structural engineering services and Gannett Fleming as experts in MEP and civil engineering services; Gannett also provides energy modeling, water proofing and commissioning services in-house. Both firms have worked with us on public building projects and have offices in Orange County. As needed, we can engage other engineers and specialists on a task -by -task basis and per the City's prior approval. Such firms for consideration might include Kimley-Horn, VCA Engineers, KPFF Consulting Engineers, PacRim Engineering and FPL & Associates for civil engineering; VCA Engineers and KPFF Consulting Engineers for structural; tk1sc for MEP; and Diaz Yourman & Associates (Santa Ana -based firm), ENGEO, Ninyo & Moore and Converse Consultants for geotechnical engineering services. All have offices in Orange County or nearby Los Angeles and/or San Diego County locations. Together, the Gruen Associates Team provides all the services required for anticipated projects, in-house. City of Santa Ana RFP for Space Planning and Architectural Consulting Service%%� GRUENASSOCIATES RFP Nn. 20-040 25G —323 APOHITECTUFE PLANNING INTEFIQF' L11�E04'= ORGANIZATIONAL CHART The Gruen Associates Team includes a balance of professionals that have demonstrated expertise in their respective disciplines and all have good past and current performance on similar projects. Resumes are provided in the Appendix section of this response. Below is our proposed organizational chart for the City's review and ultimate approval. Gruen Associates Michael A. Enomoto, FAIA Partner -in -Charge & Licensed Architect Gruen Associates Craig Biggi, LEED AP BD+C Project Manager & Principal Designer ARCHITECTURAL DESIGN t LANDSCAPE t CONSTRUCTION * Gruen Associates Alex Chow Intermediate Designer Jasmine Choi, Assoc. AIA Interior/FF&E Designer Dean Howell,ASLA, PLA Landscape Architect Teresa Sanchez, AIA Construction Administration Manager SUBCONSULTANTS Englekirk Russell Tanouye, SE, LEED AP Structural Engineer Gannett Fleming Hiten H. Sheth, PE, LEED AP Mechanical/Electrical/Plumbing (MEP) Engineer Keenan E. Bull, PE Civil Engineer * Resume for JR Richardson is not included, but can be provided at the City's request. City of Santa Ana RFP for Space Planning and Architectural Consulting Service a GRUENASSOCIATES RFP No. 20-040 56-324 A.nCI IITECTUFE PLANNING WTEFIGFS l FD5G4'- D. UNDERSTANDING OF NEED (IN GENERAL) RELEVANT EXPERTISE AND EXPERIENCE Experience and Capabilities of the Proposed Team: Gruen Associates is submitting our qualifications for the City of Santa Ana's on -call services contract. The team has diversified experience in the successful execution of local, regional and national award -winning projects for government agencies similar to the City. Collectively, our qualifications encompass multiple decades providing services for projects of similar complexity and scope in sensitive contexts. As a multi -disciplinary firm, our principals and technical support staff are knowledgeable in and have experience providing built environment architectural design strategies to meet the City's Scope of Work requirements. Our team is pragmatic, innovative and uniquely qualified for this on -call contract due to: • Extensive experience in award -winning projects for the public and private sectors. • Seasoned project management/supervision staffs recent and long-term experiences in related projects and implementation through successful stakeholder and public outreach programs. • Ability to work effectively with our subconsultant team for Structural, Mechanical, Electrical, Plumbing, Civil and other engineering services. As this is an on -call, we can also engage other subconsultants, as additional resources for various discipline needs as they arise. • Extensive experience working and coordinating with many City governments and their departments, as well as experience working with other Federal, State and local permitting and regulatory agencies and jurisdictions. • Commitment to meaningful public participation and the integration of safe, sustainable, functional, more pedestrian -friendly, livable and economically -vibrant spaces for communities. Gruen Associates and its team has demonstrated abilities to: • Design and prepare conceptual and master plans • Prepare schematic design and construction -level design documents • Prepare cost estimates • Prepare specifications and other bid documents • Conduct community design charrettes • Prepare reports and give presentations to various public bodies including City Council Understanding the City's Requirements: Projects from the City's on -call contract must address the multiple goals and objectives as outlined in the RFP document. The Gruen Associates Team will provide professional services and necessary disciplines to manage the implementation of many of the on -call projects, seamlessly, based on the City's requirements and objectives, coordination with City departments and other public agencies, and a robust stakeholder and community engagement process. Our Design Philosophy and Approach: Gruen practices a comprehensive design philosophy where planning, architecture, urban design, landscape architecture and sustainability are integrated into a single, holistic design collaboration. We bring this philosophy and approach to entire projects combined with an innovative and efficient time tested management approach, structured to allow each member of the team to perform at their highest level. Our design approach includes engaging the community, engaging the City and other public agencies, understanding City of Santa Ana RFP for Space Planning and Architectural Consulting Service GRUENASSOCIATES RFP No. 20-040 56-325 AOCI 1ITECTOPL PLANNING PTEF10F`.. bVDS.A'= Gruen Associates was the Architect and Landscape ilrhitact Ibr the uew LEED Silver, multi -award -winning design of Olympic Police Station It includes a 54,000-SF station, a 10,000-SF vehicle maintenance facility (Motor Transport Division), a Communication Tower, a 250-space subterranean parking garage (approximately 87,500 SF) and approximately 80 spaces of on -grade parking. The station includes the latest in security design and maintains contextual ties to the local community. project boundaries and grants, establishing a shared vision, and refining the project based on technical surveys, new information and cost control. This unique understanding and experience will result in a holistic and intuitive design that achieves and exceeds the City's goals for user experience, efficient operations, maintenance, beauty, sustainability and connectivity for these important public spaces within the Santa Ana region. Gruen Associates and our team has LEED Accredited Professional (LEED AP) staff, in-house, who have thorough knowledge of green building principles, particularly those for the USGBC LEED rating system. We are able to conduct (or coordinate closely with other subconsultants) in all of the required design, construction, and post construction -phase tasks associated with documentation of the sustainable design elements incorporated in each project, following LEED guidelines. KNOWLEDGE AND COMPETENCE IN TECHNICAL WORK AREAS Gruen Associates and the subconsultant team, together, provide the City the combined benefits of strong firms with complementary talents. As the Prime Consultant, Gruen will manage the projects, provide technical expertise, and coordinate each firm's strengths to exceed expectations. We understand that the primary objective of this on -call contract is to establish a pre -approved list of consultant firms to assist the City with specific projects proposed. As such, we are flexible City of Santa Ana RFP for Space Planning and Architectural consulting GRUENASSOCIATES RFPNo20-040 2V -326 APOHITEOTUFE PLANNING INTEPIGPk IAM1E504'E in working with the City to respond to specific task orders and to respond to the services outlined in the RFP overview. We can identify and address design needs in diverse communities and our understanding of the objective for each element of the Scope of Work, as follows: Architecture/Urban Design • Architectural Project Process. We review and apply architectural documentation standards for drawings and specifications; PS&E; prepare a Microsoft Project design schedule; prepare conceptual SD studies and reports including, but not limited to, site and building plans, elevations and building sections, primary material and color recommendations and SDs; prepare 30% and 60% CDs, 90% plan check and construction drawings and specifications; prepare 100% bid and construction drawings and specifications; prepare all necessary documentation for the designated LEED Certification (if applicable); prepare plan check corrections and resubmissions including planning and building in a timely manner; meet and coordinate with appropriate representatives and other subcontractors for design reviews and approvals during the above phases; prepare construction cost estimates for each design phase; and provide stamped and signed plan originals, calculations and specifications by appropriately licensed California architects and engineers. Gruen typically assists with identified items under the client's project manager's direction including attendance at mandatory pre -bid meetings; responds to bid phase questions and addenda preparation; attend pre -construction and construction meetings; reviews contractor material submittals and shop drawings; attends construction observation site visits to address construction problems; assists in responding to general contractor RFIs in a timely fashion; prepares drawing and specification field revisions; assists clients with warranty -related work or other construction deficiencies as requested. • New Buildino Construction Projects. Gruen Associates has a long history with construction projects of all sizes and types including publicly- and privately -funded projects for government facilities such as civic centers, libraries, police stations, gymnasiums, community centers, courthouses, recreational facilities, and office buildings. Many of our publicly -funded projects have successfully met arduous local, state and Federal auditing processes such as the new construction for the Metro Division 16 Southwestern Yard project near LAX and the Metro Division 20 New Maintenance of Way/Non-Revenue Vehicle Maintenance Building 61S and Parts Storage Expansion in downtown Los Angeles —both were with Gannett Fleming and are constructed as of 2019—the LAX Central Utility Plant Replacement, Olympic and Northeast Police Stations, Maimonides Academy and the Morongo Band of Mission Indians Civic Center. Buildina Renovation and Modernization Projects. For existing structures, Gruen anticipates potential challenges presented with renovations, modernizations, additions and maintenance projects to meet needs. We see such challenges as opportunities for creative design solutions. For instance, if presented with inadequate ceiling space to conceal newly introduced, oversized ducts or equipment, we may create an architectural feature to enclose it or treat it in an aesthetically celebratory way. We completed the award -winning Brand Library and Art Center Renovation project for the City of Glendale, which restored the original character of the 1904 mansion lost in its conversion to a library in 1956 and addition in 1969. Other key issues to consider include: 1) existing conditions; 2) accurate and complete as -built documents; 3) clear understanding of the renovation project's intent and 4) ensuring uninterrupted facility operations. City of Santa Ana RFP for Space Planning and Architectural consulting GRUENASSOCIATES RFPNo20-040 25V —327 APOHITEOTUFE PLANNING INTEPIGPk IAM1�504'E The original construction cost estimate for the multi-function/multi-faceted Brand Library and Art Center historic preservation, upgrade and renovation was _$7.595 M. Unique design solutions —relocating the entry by creating a new Entry Pavilion that improved accessibility and wayfinding while architecturally and functionally connecting the early 20th century library to the 1950's art center addition —allowed our team to complete the project on -schedule for $5.2 M; a cost savings of —$2.4 M. The landscape and plant palettes were part of the historic preservation of the 1904 Brand mansion (library); sited within the context of a municipal recreational park Brand's white fagade is a Glendale icon, standing out against lush vegetation and identifying the community as it sits on a terraced slope at the base of Verdugo Mountains in Brand Park. Our solution was embraced by Public Works, the Library Staff, the community and patrons whom enjoy the renewed spaces. Outreach led to the community's some of ownership in the changes made while remaining protective of cherished elements. Since our American Planning Association award -winning adaptive re -use plan for the historic Pan Pacific Auditorium, Gruen has continued to make alterations, improvements, remodeling/ renovations, adaptive re -use and historical restorations an important part of our practice. Other projects include the adaptive re -use of the Hall of Health and Technology Hall (exhibit halls) into the California Science Center headquarters, the adaptive re -use of the existing Los Angeles County Library into County Hall offices along with urban design and park/lake refurbishments for the East Los Angeles Civic Center and Plaza, the Los Angeles Memorial Coliseum Seismic Repair and Hollywood Bowl renovations. Forthe Foley Federal Building and US Courthouse and the Jewish Federation Goldsmith Center, our team's modernized designs enhanced the buildings' image while significantly reinforcing safety, security and technological improvements. We also performed the conversion of a irregular -shaped classroom into a Moot Court for UC Irvine's School of Law. Construction is nearly complete on our adaptive re -use of the historic Tower Theatre, a new flagship retail store with multi -purpose spaces for events, performances and training courses. We plan our projects holistically, designing exterior spaces with flexibility for future growth in mind while our buildings are designed from the inside -out with a focus on tenant improvement - related needs of staff, visitors and citizens. This approach is applied not only to major interventions, but also to technical infrastructure modernization and repair. Gruen Associates bases its governmental facilities design on long life -cycle principles of durability, longevity and sustainability as we select materials, building systems, finishes and equipment. Urban Desian. Plannina and Site Development. Planning and site development starts with pedestrian safety, while striving to design meaningful outdoor spaces that contribute to the overall aesthetic experience on a civic campus. Outdoor gathering spaces strengthen campus beauty and enhance safety with key pedestrian nodes and significant building entrances, secured perimeters and campus access points, and long site lines to ensure adequate supervision of activities on public properties. Building footprints on existing campuses are driven by available land, so site and master planning require grouping buildings together and configuring them on the site for maximum footprint efficiency. Our in-house Architecture, Planning, Landscape Architecture, Urban Design and Transportation Planning groups can enhance connectivity through providing spaces that inspire and accommodate for additional work collaboration, recreation, sense -of -place and multi -modal linkages. A review of the City's City of Santa Ana RFP for Space Planning and Architectural consulting 10 GRUENASSOCIATES RFPNo20-040 25V —328 APOHITEOTUFE PLANNING INTEPIGP.E IAM1�504'E existing plans will keep us mindful of any current work such as provision of central or unified entries or identities, increased community usage, historic restoration of existing facilities, and the accommodation and provision for future growth related to its facilities, campuses and structural and infrastructural projects. Parks and 012en S are ces. Almost all of our projects have some park, parklet and/or open space component. We performed significant landscape and park and lake enhancements, as well as urban design and existing facilities renovations for a civic center requiring a highly -informed outreach process between the community and political stakeholders; renovation of a historic/ iconic library, art center and large plaza within a recreational park setting; the newly -celebrated Gladys Jean Wesson pocket park; provided peer review assistance and consultant selection services for the master plan implementation for a City of Los Angeles recreational facility; the City of Temple City Rosemead Boulevard Safety Enhancements and Beautification Project that provided a separated, protected two-mile Class I cycle track amid arboreal streetscape improvements and the City of Carson Streetscape Master Plan Implementation that completed construction in October 2017. Walking and Fitness Loops include the Los Angeles River Valley Bikeways and Greenways, the Ballona Creek Bike Trail, the Whittier Mills Trailhead/ Oak Station, the LANI Gladys Jean Wesson Park and other projects performed by Gruen. Improving Pedestrian. Bicycle and ADA Connections. Projects within and around public facilities include the Long Beach Downtown and TOD Pedestrian Master Plan, the Los Angeles River Valley Bikeways and Greenways, Ballona Creek Bike Trail, and Brand Library and Art Center Renovation, etc. Unique design solutions for Brand included relocating the entry for the creation of a new Entry Pavilion, which improved ADA accessibility and wayfinding, and architecturally and functionally connected the early 20th century library building to the 1950's art center building. Improvements to other facilities might include parking lots and parking structures as well as wayfinding and aesthetic improvements. Storm Water and Sustainability Strategies Sustainable Storm Water Manaaement. A vital step in creating a "green infrastructure" policy involves taking the public's relationship with storm water even further; making treatment measures a visible part of their everyday lives and an example of how beautiful and elegant are the systems. As required by the State of California, we need to reduce the quantity of runoff flowing into the storm water system and keep contaminated urban runoff from entering the storm drain system as well. Our recent streetscape projects, such as the Rosemead Boulevard Project, incorporates the use of flow-thru planters that allow the storm water to be harvested and allowed to infiltrate back into the ground to recharge groundwater aquifers. The highly -efficient drip -irrigation system that was designed for this project will save the City of Temple City over 50% from current water usage estimates and in readily achieving all water conservation goals identified at the project's beginning. These systems, such as bioswales or roof gardens, can use native and California adaptable plants to help filter sediment and other pollutants that are washed off roads, sidewalks, rooftops and yards when it rains while serving as a model for addressing key environmental issues. Gruen's remarkable track record in lasting projects and highly -creative designs with a strong focus on sustainability will offer a unique opportunity for the City to explore ways to integrate special design features and to create memorable urban public spaces. Our streetscape City of Santa Ana RFP for Space Planning and Architectural consulting GRUENASSOCIATES RFPNo20-040 2V -329 APOHITEOTUFE PLANNING INTEPIGPk IAM1E504'E projects are timeless and hold up over time, as demonstrated by our Westwood Boulevard Streetscape constructed in the 1980's. On recent streetscapes, we incorporate sustainable infiltration techniques to address today's conservation and storm water runoff issues. Gruen is proactive and knowledgeable of all regulations required for project acceptance to ensure design approval from the City's Project Manager. We will serve as an advisor, advocate, and produce projectswith the best interest intended forthe City within the required schedule and project budget. Our work will be performed in conformance with applicable City, State and Federal laws, latest versions of City Design Manuals, City Standard Plans, APWA Standard Specifications for Public Works Construction "Greenbook," Manual of Uniform Traffic Control Devices and California Building Codes —all as revised and amended. All contract documents will be prepared under the responsible direction and supervision of appropriate state licensed/registered professionals. All will go through a robust QA/QC process to ensure accuracy and thoroughness of documents so that we can minimize critical changes during construction. We assume that the items we have discussed appropriately addresses the approach, tasks and deliverables necessary for successful completion. Assumptions and/or exclusions would include the recognition that this is an on -call services contract with undefined scope and associated fees; i.e., we are proposing our standard hourly rates with the understanding that tasks might be fixed fee and/or might constitute a time and material approach as we would prepare task -specific scope(s) and associated fee estimate(s). ,_ 00 000 _011`0 own All - Gruen Associates was the Design Architect for the Central Park West Apartments at Astoria in Irvine, California that consists of two high-rise towers, a 12-story tower with 88 units and a 13-storytower with 152 units, totaling 2401usmy condominiums. Both towershave large sky terraces for use by residents, as well as two-story luxury penthouse townhomes on the two top floors of each tower. City of Santa Ana RFP for Space Planning and Architectural consulting 12 GRUENASSOCIATES RFPNo20-040 25G -330 APOHITECTUFE PLANNING INTEFIQf'.`.. FAMILIARITY, KNOWLEDGE AND EXPERIENCE WITH PROJECT REQUIREMENTS Gruen Associates and our team has familiarity, knowledge and experience of technical work areas for the Space Planning and Architectural Services contract. Gruen has deep relationships with most of the public agencies that would be involved with projects for the City of Santa Ana and utilizes those relationships to facilitate our work when required. We have strong relationships with our code consultants who, likewise, have their own access to the various Authorities Having Jurisdiction (AHJ). Additionally, we have in-house experts on CalGreen and the City's Green Building Policy for Municipal Buildings. The net result is that we know how to get our projects expeditiously approved through the various AHJs and have experience with virtually every city government and agency in the region, state and Federal sectors. We have also worked with OCTA, Metro, Omnitrans, SANBAG (now called SBCTA), SCAG, state and county health departments, the Army Corps of Engineers, the Public Utilities Commission (PUC), Metrolink, the Coastal Commission, Caltrans, utility companies, US General Services Administration, State Fire Marshal and the US Department of State Bureau of Overseas Building Operations, as well as sovereign Indian nations. The following pages include project information requested for representative projects within the last five years. F.REFERENCES REPRESENTATIVE PROJECTS AND REFERENCES The following pages include project sheets that demonstrate Gruen Associates' experience in providing similar professional services requested in the City of Santa Ana's RFP. Gruen Associates was the Executive Architect for the $123 million, 10-story Ronald Reagan Federal Building and US Courthouse. Totaling approximately 603,000 SF, the project was lauded by the US District Courts as one of the best new courthouses in the Western US. The facility is designed to meet the Federal Court's 30-year space requirements. Included in the initial build -out are spaces for the US District Court, US Bankruptcy Court, Magistrate Court, court -related agencies, federal executive agencies, joint -use facilities and accommodations for the US Marshals Service. We worked with a Design Architectto accommodate 29 courtrooms at final build -out. Located on a 3.9-acre (1.6-hectare) site at the edge of a pedestrian -scaled early 20th Century Santa Ana downtown, as well as adjacent to a modern civic center, the newbuilding's identity in the community was to have real and symbolic connections to both, along with meeting demanding functional and security requirements. City of Santa Ana RFP for Space Planning and Architectural Consulting Service �� GRUENASSOCIATES RFP No. 20_040 256-331 AnCMITECTUFE PLANNING INTEFIQF' lAM1�5G4'E Northeast Police Station Los Angeles, California Gruen Associates was the Design Architect and Landscape Architect for the new $22.7 Million replacement police station. The primary goal for the project was to provide a state-of-the-art facility, which not only improves police operations, but also acts as a catalyst for improving the architectural fabric of the surrounding area. After evaluating new police stations associated with the Proposition Q program, a site adaptation of Olympic Station was the Los Angeles Police Department's proposed model forthe new Northeast Station. The new station building largely maintains the programmatic adjacencies and floor plan layouts established at Olympic Station, while making selective architectural modifications for site conditions. A phased construction plan on a very tight site places the new replacement station on a surface parking area directly adjacent to the existing station. Upon completion of the new station, the existing station will undergo a partial demolition on the western side, leaving room for new surface parking to occur. The portion of the existing building that remains houses the maintenance garage and related spaces. This project earned a LEED Silver certification. City of Los Angeles Current Status: Completed 2016 Budget: $22.7 Million Sgt. II Patrick McAree LAPD Project Manager & Facilities Consultant (818) 903-5387 cell 26236@lapd.lacity.org Firm / Team Role: Gruen Associates - Design Architect, Landscape Architect: - Michael Enomoto, Partner -in -Charge - Craig Biggi, Project Manager and Designer - Dean Howell, Landscape Architect -Teresa Sanchez, Construction Administration Manager Englekirk - Structural Engineer City of Santa Ana RFP for Space Planning and Architectural Consulting Service%%� 14 GRUENASSOCIATES RFPNn. 20_040 25G-332 AnCHITECTUFE PLANNING INTEFICPE l FD5G4'E Division 16 Southwestern Yard Los Angeles, California The Metro Division 16 Southwestern Yard (SW Yard) is a new Metro Light Rail Vehicle (LRV) operations and maintenance facility constructed within an approximate 18-acre site bounded by Arbor Vitae Street to the north, Neutrogena Corporation to the west, industrial buildings and warehouses to the south, and the planned construction of the new CrenshawMX Transit Corridor Project (also referred to as the C0988 Mainline Project) tracks to the east The SW Yard is connected to the mainline tracks by two at -grade connections; one at the southeastern end of the SW Yard, and the other crossing Arbor Vitae Street north ofthe SW Yard site. Pedestrians and vehicles access the SW Yard from two controlled entrances along Arbor Vitae Street. SW Yard supports the Crenshaw/LAX Transit Condor Project and provides LRV transportation maintenance and storage functions, current use and future expansion for the Metro Crenshaw/LAX Project and Metro Green Line LRV fleet The SW Yard is a secured facility consisting of tracks, buildings, equipment, supporting systems, miscellaneous appurtenances, and related site development Thetrack configuration and site layout supportsafe and efficient LRV movements for "switching" between facilities and tracks, and between the yard facility and the mainline tracks. SW Yard also accommodates Metro staff and other employees engaged in general administration, operations, repair and maintenance, and transit security. SW Yard consists of a Main Shop, Car Wash Building, Material Storage Building (and Future Expansion), Cleaning Platform, and Paint and Body Shop Building. The project achieved LEED Silver certification - Metro Current Status: 2019 Budget: $172 Million Contact: Robert Rincon, Project Manager 5777 West Century Boulevard, Suite 310 Los Angeles, CA 90045 213.864.0285 RinconR@metro.net Firm / Team Role: Gruen Associates - Architect, Landscape Architect: - Debra Gerod, Partner -in -Charge - Jill Wagner, Project Manager - Craig Biggi, Project Designer -Alex Chow, Intermediate Designer - Dean Howell, Landscape Architect -Teresa Sanchez, Construction Administration Manager Gannett Fleming - Engineering Prime Consultant City of Santa Ana RFP for Space Planning and Architectural Consulting Service%%� is GRUENASSOCIATES RFPNo. 20_040 25G-333 APOHITEQTLriE PLANNING INTEFIQf'.`.. LFDS04'_ Division 20 Non -Revenue Vehicle Maintenance Building Los Angeles, California The Metro Division 20 project is a new 86,500-SF building with rooftop parking for Metro employees. Major program functions include vehicle and rail maintenance bays, machine shop and fabrication room, shipping and receiving, high -density parts storage, engineering offices, and employee locker and break rooms. The Parts Storage Expansion adds to the existing Fleet Services Maintenance Facility and includes a high -density storage system. Prepared ready -to -issue construction documents within the City of Los Angeles. There is limited permitting, but B Permits are required as well as County Flood Control. Gruen Associates is the Design -Build Architect, but due to community concerns about the original design completed by the Bridging Design Architect, Gruen had to redesign the exterior of the building to achieve community consensus. The project achieved LEED Gold certification. Client: Metro Current Status: 2019 Budget: $55 Million Contact: Ignacio Roman, Director of Transportation One Gateway Plaza Los Angeles, CA 90012 323.900.2122 romani@metro.net Firm / Team Role: Gruen Associates - Architect, Landscape Architect: - Debra Gerod, Responsible Unit Architect -Jill Wagner, BIM Manager - Dean Howell, Landscape Architect -Teresa Sanchez, Construction Administration Manager Gannett Fleming - Engineering Subconsultant City of Santa Ana RFP for Space Planning and Architecturalconsulting is GRUENASSOCIATES RFPNo20_040 25G-334 APOHITEOTLTiE PLANNING INTEFIQf'.`.. LFDS04'_ Cerritos Community Center with Cerritos Gymnasium and Don Knabe Exhibit at Cerritos Park Cerritos, California Gruen designed the 15,936-SF gym and community center, developed the program for the expansion of existing lobby and office areas, as well as to interior/exterior/site upgrades. Phase I included the interior remodeling of four newly -accessible spaces along with a new reception office, expanded central and new exterior storage, conversion of loss storage to a computer classroom, vending alcoves, new multi- purpose room configuration and upgrades, lighting, floor and ceiling finishes, new bleachers, ADA transition ramps, lobby storefront and improvements, and a new exhibit honoring retired 4th District County Supervisor Don Knabe. Phase 11 will also include modifications to the east courtyard area, the expansion of 591 SF to the exhibit space as well as 720 SF to the multi -purpose room. County of Los Angeles Department of Public Works Current Status: Completed 2016 Budget: $2.25 Million Firm / Team Role: Gruen Associates - Design Architect, Landscape Architect: - Michael Enomoto, Partner -in -Charge - Craig Biggi, Project Manager and Designer -Alex Chow, Intermediate Designer Englekirk - Structural Engineer City of Santa Ana RFP for Space Planning and Architectural Consulting Service%%� 17 GRUENASSOCIATES RFP No. 20-040 25G-335 APOHITECTUFiE PLANNING INTEF10FE L FDEG4'_ GRUENASSOCIATES 25G-336 APUH�TEOTUFE PLANNING INTEPIGWE L1weo4'E Ce]0101101-ITTAMwelWOF_\01U104011101 bill Ia GENERAL WORK PHASES TO BE COMPLETED The Scope of Work includes providing a variety of projects on an on -call basis with areas of responsibility to include architectural, space planning, structural, construction management, MEP engineering, ADA survey, and move management services. As the Prime Consultant, we will provide professional services on a specific, project -by -project basis for agreed -upon scope. Deliverables will potentially include proposals, plans, drawings, specifications, estimates, grant applications, and/or studies subject to the final approval and satisfaction of the City of Santa Ana. Our architects and engineers are licensed and legally qualified in California to practice the work; they have the necessary qualifications and experience to provide space planning, architectural, and engineering consulting services to the City. We understand that the services may involve all or some of the phases of project development and might include the following activities: • Site Analysis, which may include site visits, photographs, analysis of existing space(s), meetings with various City departments to discuss specific space requirements. • Conceptual Layouts/Space Planning, preparing alternative preliminary space layouts considering operational, programmatic, adjacency needs and appropriate design standards. • Permits/City Approvals (assist City departments as required) • Architectural, Interior Design, and Engineering Services including Schematic Design, Design Development and Construction Documents including potential ADA, landscaping, green building standards and sustainable development strategies. • Post Design Services including Bidding, Construction and Construction Management. • Move Management Services • Special Services including completing State of California ADA surveys, and providing value engineering services and completing LEED Certification documentation upon request. • Plans and Documents that comply with current requirements set forth by the various entities for record retention. GENERAL SCHEDULE/TIMELINE The following would be a typical schedule for an approximately five-year project: PHASE SCI I EMATIC DEIGN Owner Review and Approval SIR SUPPORT DDRATION 4Mortis 12 Merin, DESIGN DEVELOPMENT 5Months Owner Review and Approval CONSTRUCTION DOCUMENTS RMorths Owner Review and Approval PERMITTING 6 Merin, BIDDING 3 Morris CCNSTRUCTIONADMINISTRATION 20 Mor1h1 City of Santa Ana RFP for Space Planning and Architectural Consulting Service%%� to GRUENASSOCIATES RFPNn. 20_040 25G-337 APOHITECTUFE PLANNING INTEEIQP.E LI1,DSD4' aM �N f� 25G-338 GRUENASSOCIATES APUHITEOTUFE PLANNING INTEPIGWE L1weo4'E FEE PROPOSAL Per the RFP, Gruen Associates has provided the Fee Proposal/Standard Hourly Rates under separate, sealed cover. Proposed fees and cost information are provided for review. We understand that the fee proposal submitted under separate, sealed cover, along with the proposed project approach in Section 2 will be used as a basis for any contract negotiations. The actual scope of services and fees included in the contract may be negotiated and may vary to satisfy the City's actual needs. Fee Proposal/Standard Hourly Rates for subconsultants will be provided upon approval of firms by the City of Santa Ana. Gruen Associates was the Master Planner, Design Architect, Landscape Architect and Interior Designer for the Morongo Band of Mission Indians Administration Complex, which was designed to recall the character of the indigenous architecture of the Native American tribes of the southwest United States, but executed in a way appropriate to contemporary budding materials, technologies and its striking desert setting. The administrative complex serves as the "City Hall" for the reservation in Banning, California. City of Santa Ana RFP for Space Planning and Architectural Consulting Service is GRUENASSOCIATES RFP No. 20_040 25G -339 APOHITECTUFE PLANNING INTEFIQf'.`.. GRUENASSOCIATES ZrJC7-340 APUH�TEOTUFE PLANNING INTEPIGWE L1weo4'E .11MI:49In147GAIto] NIL [.11TANa WAT91:u•1010211601 The following pages include forms that are signed and included as part of our proposal submittal package: • Attachment 3-1: Non -Collusion Affidavit (per Addendum 1, the Notarized signature is waived) • Attachment 3-2: Non -Lobbying Certification • Attachment 3-3: Non -Discrimination Certification Per the RFP document, the forms in this section are not to be included in the page count. Gruen Associates was the Design Architect and Landscape Architect for the $4.6 Million, 4,000-SF Design -Build project. The Vasquez Rocks Natural Area Park Interpretive Center's program was consolidated into a single structure and includes 2,970 SF of exhibit space/museum, a multi -purpose classroom, staff office, storage and support spaces. The project functions as an informative visitor experience venue focusing on the geographic surroundings and wildlife within the park. The landscape design takes into consideration the native landscape in an ecologically -sensitive environment. The architectural solution integrates with the existing landscape features and structures through the use of a unifying outdoor entry plaza. The project blends into the naturalistic setting of the park by minimizing the impact to its surroundings to create a highly sustainable and efficient LEED Platinum building. The County of Los Angeles facility is located in Agua Dulce, California. City of Santa Ana RFP for Space Planning and Architectural consulting %a GRUENASSOCIATES RFPNo2U_04� 25G —341 AOGHITEGTUFE PLANNING INTEF10FL.. Appendix ATTACHMENT CERTIFICATIONS NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) In conformance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham, that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived, or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding, that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any other BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract, that all statements contained in the bid are true, and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non -collusion Affidavit is part of the Proposal. BIDDERS are cautioned that making a false certification may subject the certifier to 'perlimiin�al prosecution. Signed uwaY,04— State of California County of Los Angeles Subscribed and sworn to (or affirmed) before me on this 20 day of April , 2020, by Michael A. Enomoto. FAIA , proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me Not Applicable, per Addendum 1 Notary Public Signature Notary Public Seal City of Santa Ana RFP 20-040 Page A3-1 City of Santa Ana RFP for Space Planning and Architectural consulting 21 GRUENASSOCIATES RFPNo20-040 25V —342 APOHITEOTUFE PLANNING INTEPIGPk IAM1�504'E NON -LOBBYING CERTIFICATION The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities," in conformance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such subrecipients shall certify and disclose accordingly. Signed: as 4L— Michael A. Enomoto, FAA Title: Managing Partner Firm: Gruen Associates Date: City of Santa Ana RFP 20-040 Page A3-2 City of Santa Ana RFP for Space Planning and Architectural Consulting Service%%� 22 GRUENASSOCIATES RFPNo. 20_040 25G-343 APOHITECTUFE PLANNING INTEFIQf'.`.. LFDS04'_ NON-DISCRIMINATION CERTIFICATION The undersigned Contractor or corporate officer, during the performance of this contract, certifies as follows: 1. The Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Contractor shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Contractor shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Contractor shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Contractor's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. City of Santa Ana RFP 20-040 Page A3-3 City of Santa Ana RFP for Space Planning and Architectural consulting 23 GRUENASSOCIATES RFPNo20-04� 25G —344 APOHITECTUFE PLANNING INTEFlQf'.`.. The Contractor shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance, provided, however, that in the event the Contractor becomes involved in, or is threatened with, litigation with a subContractor or Contractor as a result of such direction by the administering agency, the Contractor may request that the United States enter into such litigation to protect the interests of the United States. 8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, no discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any Contractor of public works violating this Section is subject ltloI^all the penalties imposed for a violation of the Chapter. Signed: U�AA 0 AL--- Michael A. Enomoto, FAA Title: Managing Partner Firm: Gruen Associates Date: April 20, 2020 City of Santa Ana RFP 20-040 Page A3-4 City of Santa Ana RFP for Space Planning and Architectural consulting 24 GRUENASSOCIATES RFPNo20-04� 25G —345 APOHITECTUFE PLANNING INTEFIQf'.`.. LFDS04'_ GRUENASSOCIATES 25G-346 APUH�TEOTUFE PLANNING INTEPIGWE L1weo4'E Michael A. Enomoto, FAIA Gruen Associates Partner -in -Charge EDUCATION PROFESSIONAL EXPERIENCE Bachelor of Architecture, CaliforniarniPolytechnic State C ) Michael olned Gruen Associates in 1973. Hewas named Head of the Construction University, San Luis Obispo Administration Department in 1976 and Vice President in 1980. He became a Partner in 1997. Throughout his tenure with the firm, Michael has successfully managed a PROFESSIONAL broad spectrum of public and private projects of various sizes and types. His ability REGISTRATION / AFFILIATION to solve complexproblems roblems of a technical, managerial and administrative nature g has been particularly important on governmental projects where the diverse needs Registered Architect in California, and interests of the various entities involved are often incompatible, and where the Nevada, Hawaii, New York, ability to develop creative solutions, which encompass these diverse interests, can Massachusetts, Colorado, Texas, be Invaluable. Arizona, Pennsylvania, Illinois, Florida, New Jersey, Louisiana, Tennessee, Washington and He is an internationally recognized mentor, leader and visionary who organized new Maryland. and innovative standards for collaborations between architectural firms from across Certified by the National Council the nation. Faced with increasingly complex and ambitious projects, Michael built a of Architectural Registration portion of Gruen Associates'practice on an expanded roleforthe ExecutiveArchitect Boards #23643 This includes the overall management and design management of entire projects in addition to performing Construction Documents and Construction Administration Member of the College of Fellows, the American Institute of phase services. Over time, he has further expanded the firm into managing teams Architects of consultants on Design -Build projects. This allowed him to manage large and complex projects with more effective value engineering, while meeting fee and 2018 AIAiLA Presidential budget constraints. Since 1980, Michael has led dozens of collaborative teams Honoree Gold Medal Award, AIA totaling over $1.5 billion in construction costs. Los Angeles Chapter 2012 President, AIA California RELEVANT PROJECTS 2010 Past President, Asian American Architects/Engineers Ronald Reagan Federal Building and US Courthouse, Santa Ana, CA g g Association (AAa/e) and current UC Irvine Classroom 1131, Moot Court and Large Classroom, Irvine, CA Board Member University of California, Irvine Libraries Gateway Study Center, Irvine, CA Central Park West Apartments at Astoria, Irvine, CA President, AIA Los Angeles South Coast Plaza, Costa Mesa, CA Chapter Cha Renee and Henry Segerstrom Concert Hall and Samueli Theater, Former Commissioner, City of Costa Mesa, CA Los Angeles Quality and Northeast Police Station, Los Angeles, CA Productivity Commission Olympic Police Station, Los Angeles, CA PROJECT AWARDS Robert E. Coyle US Courthouse, Fresno, CA Offices for California Science Center, Los Angeles, CA Northeast Police Station Offices for Hollywood Bowl, Los Angeles, CA • 2019 Municipal Green Building Conference & Expo Award, US Capitol Area East End Complex, Sacramento, CA p p Green Building Council Los Angeles County Fire District Headquarters, Los Angeles, CA Riverside District Attorney's Office Building & Parking Structure, Riverside, CA Ronald Reagan Federal Building Caltrans District 7 Headquarters, Los Angeles, CA and United States Courthouse • 1996 AIA Justice Facilities Capitol Area East -End Complex, Sacramento, CA p p Review Don Knabe Exhibit, Community Center & Gym at Cerritos Park, Cerritos, CA East L.A. Civic Center Existing Facility Renovation, Los Angeles, CA Pacific Design Center Red Building, Phase 3 - West Hollywood, CA City of Santa Ana RFP for Space Planning and Architectural Consulting Servicel/''�25 GRUENASSOCIATES RFP No. 20-040 25 V —347 APOHITEOTUFE PLANNING INTEPIGP.E l FD504'E Craig Biggi, LEED AP BD+C Gruen Associates Project Manager and Principal Designer EDUCATION PROFESSIONAL EXPERIENCE Bachelor CaliforniaArchitecture Southern CInstitute Craigjoined Gruen Associates in 1998 and is a Principal Associate and an j Pa of Architecture award -winning Director of Design for the firm. He has over 24 years of extensive experience in the programming, design, space planning, interior design and further PROFESSIONAL development of a wide spectrum of projects. He has served as Project Manager REGISTRATION / AFFILIATION g and Designer, Programmerand/or Interior Desi nerfor large-scale and small-scale g g design projects. Craig's leadership on our design projects include the Southwest LEED Accredited Professional and Southeast Police Stations, Hollywood Police Station, Pack Station Space Planning, Devonshire Station Space Planning in Northridge, West Los Angeles Member, US Green Building Council, Los Angeles Chapter Van Nu, s Police Station, LAWA Public Police StationY Safety Building Feasibility Study, Arup Office Remodel, Hollywood Bowl back -of --house office renovations PROJECT AWARDS under the famed amphitheater's stage, Tokio Marine Test Fits, PCL Construction Remodel, and office renovations for the Port of Long Beach. Metro Division 16 Southwestern Yard • 2020 Project of the Year, 26th His designs have brought the firm numerous awards in recognition of design, Annual Project Achievement function, sustainability and social impact Craig's signature projects incorporate Award, Construction design excellence with sustainable strategies, such as the mufti -award -winning Management Association of America (CMAA) Vasquez Rocks Natural Area Park Interpretive Centerforthe County of Los Angeles • 2020 Honor Award, Engineering that met LEED Platinum certification and the LAX Central Utility Plant Replacement Excellence Awards, American project that is the first airport project to meet LEED Gold certification- Both projects Council of Engineering are Design -Build- He was the Interior Designer as part of Gruen Associates' team's Companies (ACEConstructor • 2020 Constructor Award — A role as the Associate Architect for the new headquarters building for Caftrans q g Builder $00-$200 Million, District 7. The LEED Silver project has been recognized on the national and local Associated General Contractors scales for excellence in design and high collaboration for one of the first large-scale, (AGC) of California sustainable Design -Build projects that has been the impetus in reshaping the state's Northeast Police Station success with future design and delivery of significant projects. • 2019 Municipal Green Building Conference & Expo Award, US RELEVANT PROJECTS Green Building Council Olympic Police Station Northeast Police Station, Los Angeles, CA Craig was the Project Manager • 2010 City of L.A. Green Building and Designer for the new police station associated with the City of Los Angeles' Award, L.A. Business Council Proposition Q program. A site adaptation of Olympic Station was the Los Angeles • 2009 Project of the Year Award Police Departments proposed model for the Northeast Station. The new building — Buildings Category, American Public Works Association, largely maintains the programmatic adjacencies and floor Ian layouts established g Y P o9 1 P Y Southern California Chapter at Olympic Station, while making selective architectural modifications for site • 2009 Merit Award, Los Angeles conditions. Northeast Station is LEED Silver certified - Cultural Affairs Commission • 2006 Community Impact Award, Los Angeles Business Council Olympic Police Station Los Angeles, CA. Craigwas the Project Manager and YmP � g � j g • 2008 Civic Building Award, Designer for the new 54,000SF Precinct Station located adjacent to Koreatown. Southern California The completed project includes a 10,000SF vehicle maintenance facility (Motor Development Forum Transport Division), a communication tower, a 201-space subterranean parking AIA Justice Facilities • Review Review a (approximately 87,500 SF and 100 on -grade parking spaces- The station garage (PP Y ) {J P 9 Pa • 2004 Excellence in Architectural includes the latest in security design and maintains contextual ties to the local Design, City of Los Angeles community. The project earned a LEED Silver certification - Cultural Affairs Department City of Santa Ana RFP for Space Planning and Architectural consulting 2+ GRUENASSOCIATES RFPNo20-040 25V —348 APOHITEOTUFE PLANNING INTEPIGP.E l FD504'E Craig Biggi, LEED AP BD+C (Cone Gruen Associates Project Manager and Principal Designer PROJECT AWARDS (cont.) RELEVANT PROJECTS (cont.) Metro universal City station Pedestrian Bridge LIC Irvine Classroom 1131, Moot Courtand Large Classroom, Irvine, CA. Craig • 2016 Outstanding Bridge was the Project Designer for a series of tenant improvements forthe School of Law. Project of the Year Award, American Society of Civil Community Center and Gymnasium at Cerritos Park, Cerritos, CA. Craig Metropolitan EngLos Angeleseers Branch Los Angeles Branch desi nedthe 15,936-SF community center, developed the program expansion 9 itY P� P 9 Pa of existing lobby and office areas, as well as to interior/exterior/site upgrades at Hollywood Bowl Shell Renovation Cerritos Park. Phase I included the interior remodeling of four newly -accessible and Stage Replacement spaces along with a new reception office, expanded central and new exterior • BOOS Civic Award, Los Angeles Business Council storage, conversion of loss storage to a computer classroom, vending 9 9 P 9 alcoves, new multi -purpose room configuration and upgrades, lighting, floor and ceiling finishes, Southwest Museum Gallery at new bleachers, ADA transition ramps, lobby storefront and improvements, and a LACMA west "Spirit new exhibit honoring retired 4th District County Supervisor Don Knabe. • 1998 of the Southwest Award" for Outstanding Achievement in the Hollywood Bowl Shell Renovation and Stage Replacement, Los Angeles, CA. Development of the Project, Los The project included the complete replacement of the 1927 shell, as well as all of the Angeles County Museum of Art back-cf--house facilities. Technical solutions to acoustical problems were resolved (LACMA) through innovative project delivery techniques including the Design -Build solution to LAX Central Utility Plant the complicated acoustic "halo" over the orchestra. Craig was Project Designer for Replacement Phase I of the understage renovation- * 2016 Merit Award, Design -Build Institute of Pacific a (ion Western Pacific Region CAHSRA Burbank -Anaheim Corridor Burbank -Anaheim CA. Craigis working > > g • 2016 Honor Award - with the Gruen Associatesteam of planners, urban designers and architects for the Engineering Excellence preparation of station design concepts and a station area vision for proposed stations Awards, American Council of at Norwalk/Santa Fe Springs, Fullerton and Anaheim. The goal will be to develop Engineering Companies (ACEC) California 15% design plans that close) integrate bicycle and pedestrian infrastructure, local g P y g � • 2015 Best Projects Award - transit connections and parking options, while developing iconic station designs that Energy/Industrial Category, include retail and passenger amenities. Engineering News -Record, California Region • 2015 Outstanding Architectural California Science Center Technology Hall / Hall of Health Remodel, Engineering Project of the Year Los Angeles, CA. Craig designed the future Administration Offices located Award, American Society of Civil in Exposition Park. Two existing exhibit buildings were remodeled to include Engineers, Metropolitan Los approximately 39,700 SF of office space. The project incorporates the use of new Angeles Branch skylights, exterior windows, and indirect lighting to transform these existing buildings Metro Orange Line Canoga into comfortable workplace environments. Extension PE Transportation Corridor Tokio Marine Insurance Test Fits, Encino, CA. Crag is the Project Manager and •ofE CommunityerceLos pactAngel Award of Excellence, Los Angeles Designer providing fourtestfito tionsforTokioMarineInsurance'snewoffices ace. g P g P p Business Council With growth anticipated beyond 170 employees, each space must accommodate • 2013 Large Transit Project different office sizes (150, 225 and 300 SF) and workstations (84 SF) that can be of the Year, California adjusted, if needed, during program verification, along with conference rooms, and Transportation Foundation (CTF) other ancillary areas to identify appropriate lease space options. Test fits for spaces range from 28,000 SF to 33,000 SF and will help verify the areas indicated in the Space Requirements Summary, will establish a layout plan, will help verify the program areas and show potential layout options within a lease space. City of Santa Ana RFP for Space Planning and Architectural Consulting Service 27 GRUENASSOCIATES RFPNo. 20_040 25G-349 AOOHITEOTLTiE PLANNING INTEFIQf'.`.. LFDS04'_ Alex Chow Gruen Associates — —_ Intermediate Designer EDUCATION PROFESSIONAL EXPERIENCE Master of Architecture, Taubman College of Architecture + Urban Alex joined Gruen Associates in 2014 as a Designer and became an Associate in Planning (TCAUP), University of 2017. He played a significant role in regards to influential design projects through Michigan his hands-on participation in design and construction phases of projects such as Bachelor of Arts in Architecture, the Don Knabe Exhibit at Cerritos Community Center with Cerritos Gymnasium, Magna Cum Laude, Samfox Terasaki Budokan of Los Angeles Sports Complex, Universal Stairway Escalators School of Design a Visual Arts, and the Bank of America Remodel. With his due diligence, he was able to steer Washington University, the Don Knabe Exhibit portion of the Cerritos Community Center and Gymnasium St. Louis project, working closely with the Exhibit Designer for the project as well as the PROJECT AWARDS subconsultants, clientand general contractor during the Construction Administration Phase. He also assists in managing environmental office standards by researching Metro Division is Southwestern documents and codes as well as has developed an internship program for college Yard • 2020 Project of the Year, 28th students, based on his prior time as an intern for Gruen Associates and the City of Annual Project Achievement Los Angeles - Award, Construction Management Association of RELEVANT PROJECTS America (CMAA) •2Honor Award, Engineering llence Awards, American Excellence CommunityCenterandGymnasiumatCerritosPark Cerritos CA. Alexworked r r Council of Engineering on the design forthe 15,936-SF community center and program for the expansion of Companies(ACEC) existing lobby and office areas, as well as for interior/exterior/site upgrades at Cerritos • 2020 Constructor Award - Builder $30-$200 Million, Park Phase I included the interior remodeling of four newly -accessible spaces along Associated General Contractors with a new reception office, expanded central and new exterior storage, conversion (AGC) of California of loss storage to a computer classroom, vending alcoves, new multi -purpose room configuration and upgrades, lighting, floor and ceiling finishes, new bleachers, ADA transition ramps, lobby storefront and improvements, and a new exhibit honoring retired 4th District County Supervisor Don Knabe. Port of Long Beach Roll -Up Door Installation at Interim Fire Station 20, Long Beach, CA Alex is the Intermediate Designer on the Roll -Up Door Installation at Interim Fire Station 20 at Berth D34. Worked closely with the Port of Long Beach on 75% of the design to develop the conceptual study and ROM estimate for the 1 st Floor showers and 3rd Floor offices and conference space at Berth F-202 adjacent to Jacobsen Pilot Services and Fire Station #15.to provide structural and architectural work for an existing 20' x 60' rectangular floor plan tent structure consisting of the fabric covered structure with steel truss frames on the concrete foundation and the addition of a 14 foot x 12 feet roll -up door on a side of the tent structure. Port of Long Beach Joint Command and Control Center (JCCC) 3rd Floor New Office Spaces and 1st Floor Shower Floor Repair Conceptual Study, Long Beach, CA Alex is the Intermediate Designer on the project to develop the conceptual study and ROM estimate for the 1 st Floor showers and 3rd Floor offices and conference space at Berth F-202 adjacent to Jacobsen Pilot Services and Fire Station #15. City of Santa Ana RFP for Space Planning and Architectural Consulting Service%%� 28 GRUENASSOCIATES RFPNn. 20_040 25G-350 APOHITEOTUFE PLANNING INTEFIQF'L1r0E04'_ Alex Chow Gruen Associates Intermediate Designer RELEVANT PROJECTS (cont.) Metro Division 16 Southwestern Yard, Los Angeles, CA Alex was the Intermediate Designer in the pursuit phaseforthe new Metro Light Rail Vehicle (LRV) operations and maintenance facility constructed within an approximate 18-acre site. The site is bounded by Arbor Vitae Street to the north, Neutrogena Corporation to the west, industrial buildings and warehouses tothe south, and the planned construction of the new Crenshaw/LAX Transit Corridor tracks to the east The Southwestern Yard is connected to the mainline tracks by two at -grade connections, one at the southeastern end of the yard, and the other crossing Arbor Vitae Street north of the site. Pedestrians and vehicles access the yard from two controlled entrances along Arbor Vitae Street The project received LEED Silver certification. 8445 Santa Monica Boulevard Mixed -use, West Hollywood, CA Alex is the Intermediate Designer for a mid -rise building including an 88-room hotel and 45 apartments (including 11 affordable housing units) designed by MAD Architects in West Hollywood. Located on Santa Monica Boulevard, the project will also incorporate the existing Barney's Beanery restaurant and two additional restaurants, as well as an 80-seat live music venue, recording studio space that will be located underground, and five levels of below -grade parking. The building design currently envisions an undulating glass structure wrapped with transparent, landscaped balconies. A new public plaza at the comer of Olive Drive and Santa Monica Boulevard offers a connection to nearby Veteran's Memorial Park. Bank of America Remodel, Beverly Hills, CA. Alex was the Intermediate Designer for the Bank of America Remodel project at South Santa Monica Boulevard and North Beverly Drive. The new exterior improvements for Bank of America includes landscape with strong profiles to complement the modern, glass surface of the building's facade. The improvements will create visual interest at the pedestrian scale for an inviting bank entry and improve the quality of street life for Beverly Hills. Terasaki Budokan of Los Angeles Sports Complex, Los Angeles, CA Alex is the Intermediate Designer for the upcoming state-of--the-art sports complex in the heart of Los Angeles, designed to accommodate basketball, volleyball, social service programs and special events including serving as the premiere venue for martial arts toumaments in the United States. A long -sought dream of the Little Tokyo community, the project will be adjacent to the historic St. Vibiana Cathedral and Little Tokyo Branch Library. The 24,814SF mufti -purpose sports complex will serve as a community gymnasium, fitness center, meeting place and cultural center for new generations to experience Little Tokyo and the greater downtown area. John Reed Club- Downtown, Los Angeles, CA Alex is the Intermediate Designer where Gruen Associates is the Architect working with General Contractor Ferrante Koberling for a building conversion to a fitness club within downtown Los Angeles. City of Santa Ana RFP for Space Planning and Architectural Consulting Service%%� 29 GRUENASSOCIATES RFPNn. 20_040 25G-351 APOHITECTUFE PLANNING INTEFIQF'L11OE04'= Jasmine Choi, Assoc. AIA Gruen Associates Interior/FF&E Designer EDUCATION PROFESSIONAL EXPERIENCE Master of Architecture, Graduate School of Architecture Planning Jasminei joined Gruen Associates in 2014, became an Associate in 2018, has and Preservation, Columbia worked on projects involving design management, quality control, production and University, Newyork coordination of construction documents to meet critical deadlines, and has had responsibility for the Construction Administration Phase of various projects. Her Bachelor of Architecture, School of Architecture Planning and � p projects, programs ex experience in complex, mufti-disciplinaryects, and supervision of Engineering, Busan, South Korea tasks has led to her ensuring projects are completed on -time and within budget. She has also coordinated projects from design development drawings through bidding PROFESSIONAL and construction administration including city government agencies' planning and REGISTRATION/ AFFILIATION buildingdepartment approvals- Jasmine's projects include the Plaza La Reina p pp p 1 extended stay hotel near UCLA, Santa Monica Gateway, Edgewater Towers, a Associate Member, American college residence hall renovation and high -end retail. She completed the highly - Institute of Architects (AIA) anticipated Glendale Central Library Renovation, where she implemented the vision SELECT AWARD for improved circulation of a revitalized, community hub in response to Glendale's urban transformation. Jasmine creates the best outcomes for her clients, projects AAa/e Foundation's Student Loan and the design industry as an emerging leader. She also led a team on the pre -design Scholarship Recipient, The Asian assessment/feasibility study charrette for the UC Irvine Student Excellence Center American Architects/Engineers Association Ayala Science Libra 6 h Floor Renovation roct. y Library Rtip le :r ar7erareia:�•�;7qA�M-11is1%:7i111x•I Glendale Central Library Glendale Central Libra Renovation Glendale CA. Jasmine was the Project Renovation Library • 2018 LA Conservancy Interior Designer for the Construction Administration Phase of the iconic, 90,000- Preservation Awards SF existing Brutalist concrete building designed by Welton Beckett Associates and opened in 1973. The renovation was carefully designed to improve function and flexibility of the space while revising how one enters the building including moving the entrance from the east to a set of dual entries on the north and South. The library was seismically upgraded and modernized. Gruen Associates' design worked to acknowledge changes while preserving the library's eligibility for historic designation on local and state lists. Plaza La Reina, Los Angeles, CA Jasmine was the Project Interior Designer for the 44-unit, five -story, residential and long -term -stay hotel. Located on Lindbrook Drive at the eastern edge of Westwood Village near the UCLA campus, the private development will serve nearby academic and business communities. The project was developed by Indlvest Gruen Associates was the Architect-cf-Record for the design by Moule & Polyzoides with Bemards as the General Contractor. Santa Monica Gateway, Santa Monica, CA. Jasmine was the Project Coordinator for Construction Administration Phase services for the Santa Monica Gateway Class 'A' office project located at 2834 Col-orado Avenue in Santa Monica, California. The LEED Silver project consists of a 192,000-SF, two -building office complex atop three levels of subterranean parking and provides office and creative spaces with floor plates as large as 36,000 SF. City of Santa Ana RFP for Space Planning and Architecturalconsulting Jo GRUENASSOCIATES RFPNn20_040 25G-352 APOHITEOTUFE PLANNING INTEFIQF'L1r0E04'- Teresa Sanchez, AIA Gruen Associates " Construction Administration Manager /I EDUCATION PROFESSIONAL EXPERIENCE Bachelor of Arts, Architecture University of California, Berkeley Teresa has been with Gruen Associates for over30 years and has worked on many of the firm's major projects. As Project Manager and Construction Manager, she PROFESSIONAL has worked on large- and small-scale projects in both the public and private sector. REGISTRATION /AFFILIATION Her responsibilities have included coordination of client requirements, management Registered Architect in California of project consultants and liaison with city agencies during the various project #27333 phases including planning, programming, design development, and construction document preparation. Her additional responsibilities have involved establishing Member, the AIA and implementing the systems for communicating, expediting and recording the PROJECT AWARDS workload and demands of the Construction Phase. Metro Division 20 Maintenance RELEVANT PROJECTS •2020 Merit Award, Engineering Excellence Awards, American Council of Engineering Ronald Reagan Federal Building and United States Courthouse, Companies (ACEC) Santa Ana, CA Northeast Police Station, Los Angeles, CA Metro Division 16 Southwestern Olympic Police Station, Los Angeles, CA Yard • 2020 Project of the Year, 28th Central Park WestApartments atAstoria, Irvine, CA Annual Project Achievement Renee and Henry Segerstrom Concert Hall and Samueli Theater, Award, Construction Costa Mesa, CA Management Association of Metro Division 20 Maintenance Building, Los Angeles, CA America (CMAA) •2020 Honor Award, Engineering Metro Division 16 Southwestern Yard, Los Angeles, CA Excellence Awards, ACEC Metro Universal City Station Pedestrian Bridge, Universal City, CA • 2020 Constructor Award - Robert E. Coyle US Courthouse, Fresno, CA Builder $30-$200 Million, AGC East Los Angeles Civic Center Urban Design and Existing Facility Renovation, of California Los Angeles, CA Northeast Police Station Woodland Hills Recreation Center Peer Review, Los Angeles, CA • 2019 Municipal Green Building Don Knabe Exhibit, Community Center and Gymnasium at Cerritos Park, Conference & Expo Award, US Cerritos, CA Green Building Council Young Israel of Century City, Los Angeles, CA Glendale Central Library Brand Library and Art Center Renovation at Brand Park, Glendale, CA Renovation Los Angeles Convention Center Expansion, Los Angeles, CA • 2018 LA Conservancy Mid-City/Exposition Corridor Light Rail Transit Project, Phase I Design -Build, Preservation Awards Los Angeles County, CA Olympic Police Station sbX (CSUSB) E Street Bus Rapid Transit Corridor -Architecture of Stations, • 2010 City of L.A. Green Building Urban Design and Landscape Architecture, San Bernardino and Award, L.A. Business Council Loma Linda, CA • 2009 Project of the Year Award — Buildings Category, American California Afican-American Museum, Los Angeles, CA g Public Works Association, LA Open Door Presbyterian Church, Los Angeles, CA Southern California Chapter University Athletic Club - Architectural Due Diligence Report, Los Angeles, CA Ronald Reagan Federal Building One California Plaza, Los Angeles, CA g and United States Courthouse • 1996 AIA Justice Facilities Plaza Las Fuentes, Pasadena, CA Review Lawndale Community Library, Lawndale, CA City of Santa Ana RFP for Space Planning and Architectural Consulting Service%%� 31 GRUENASSOCIATES RFP Nn. 20-040 25G —353 APOHITEOTLTiE PLANNING INTEFIQF' L1rDE04'_ Dean Howell, PLA, ASLA Gruen Associates Landscape Architect xk EDUCATION PROFESSIONAL EXPERIENCE Graduate Degree, Landscape Architecture, University of Dean) olnedGruenAssociatesin2007asanUrbanPlanner/LandscaPe Architectand California, Los Angeles was appointedto Directorof Landscape Architecture in 2014 and PrincipalAssociate in 2016. He develops conceptual designs that stress a balanced relationship between Bachelor of Arts, natural and social environments. He performs in-depth site analysis studies based on University of south Florida environmental,physical, social and economic considerations in addition to developing PROFESSIONAL overall plans and project designs for integrated land use and multi -modal facilities. REGISTRATION / He has extensive experience interfacing with clients and governmental agencies, AFFILIATION as well as collaborating with architectural design professionals. He performs a full Registered Landscape Architect range of tasks from design development, and presentation illustrations as part of in California,#5765 community outreach t000nstructiondocumentsforpublic parks, streetscapes,transit corridors, mixed-useTODs, commercial and institutional projects in aocordancewith Member, American Society of the accepted public standards for health safety and welfare. Landscape Architects (ASLA) PROJECT AWARDS RELEVANT PROJECTS Los Angeles River Valley California High Speed Rail Authority (CAHSRA), Burbank -Anaheim Corridor, Project Bikeways and GreenwayConcept • 2018 Design Concept Award, Burbank -Anaheim, CA. As part of a team of planners, urban designers and 48th Annual Los Angeles architects, Dean is preparing landscape design concepts to support the station Architectural Awards, Los area vision Gruen Associates' planners and architects are developing for proposed Angeles Business Council stations at Norwalk/Santa Fe Springs, Fullerton and Anaheim. The goal will be to Glendale Central Library develop 15% design plans that closely integrate bicycle and pedestrian infrastructure, Renovation local transit connections and parking options, while developing iconic station designs • 2018 LA Conservancy that include retail and passenger amenities. Gruen Associates is a sub-oonsultant Preservation Awards to an engineering firm. In addition to working with CAHSRA, the Gruen team will Brand Library and Art Center also work with local planners to develop an urban design plan and strategies for Renovation redevelopment, shared parking and opportunities to improve local infrastructure. • 2016 LA Conservancy Preservation Awards Carson Street Master Plan Implementation, Carson, CA. Working with the Citation Award for Design • Excellence, Excellence, AIA San Fernando Carson Redevelopment Agency, Dean developed landscaping and urban P P� P g Valley Chapter design concept alternatives, shared these with the community, and prepared the •2014 Preservation Award, construction documents and cost estimates. Incorporating sustainable landscape Excellence in Historic bio-swales along the sidewalks and enhanced pedestrian environments will give Preservation, Glendale Historical Society this most important street a boost in attracting new mixed -use developments and housing according to the objectives stated in the Carson Street Master Plan. LANI Gladys Jean Wesson Park • 2015 Significant Project Metro Universal City Station Pedestrian Bridge, Universal City, CA. Gruen Achievement Award, western Council of Construction Associates was part of a multi -disci Ilna team for the $20 million Design -Build Pa P ry Consumers project. Dean was the Landscape Architect for the project and worked closely • 2015 Innovative Solutions with the design team. The project consisted of a new 400-foot pedestrian bridge Distinction Award, Western associated vertical circulation elements, a dedicated right -turn lane and associated Council of construction Consumers landscape, electrical and traffic components- The project met a tight schedule to Pe, P P J 9 open on time for the new Wizarding World of Harry Potter theme park attraction at Universal Studios. City of Santa Ana RFP for Space Planning and Architectural Consulting Service%%� 32 GRUENASSOCIATES RFPNn. 20_040 25G-354 AOOHITEOTLriE PLANNING INTEFIQF'L1r0E04'_ Dean Howell, PLA, ASLA (cont.) Gruen Associates Landscape Architect PROJECT AWARDS (cont.) RELEVANT PROJECTS (cont) 201 Wilshire Boulevard - Metro Division 16 Southwestern Yard Los An CA. Dean is the Landsca 2015 Design Award — Unbuilt � geles r Pe Concept/In Construction/On Architect for the new Metro Light Rail Vehicle (LRV) operations and maintenance the Boards, Southern California facility constructed within an approximate 18-acre site. The site is bounded by Arbor Development Forum Vitae Street to the north, Neutrogena Corporation to the west, industrial buildings • 2015 AIAILA NEXT LA Merit Award, AIA Los Angeles and warehouses to the south, and the planned construction of the new Crenshaw/ Chapter LAX Transit Corridor tracks to the east. The Southwestern Yard is connected to the • 2015 Design Concept Award, mainline tracks by two at -grade connections; one atthe southeastern end of the yard, 45th Annual Los Angeles and the other crossing Arbor Vitae Street north of the site. Pedestrians and vehicles Awards, LA Business Council access the yard from two controlled entrances along Arbor Vitae Street The project Vasquez Rocks Natural Area received LEED Silver certification. Park Interpretive Center • 2015 Civic Award, 45th Annual Metro Division 20 New Maintenance of WayMon-Revenue Vehicle Maintenance Los Angeles Awards, Los Angeles Business Council Building61S and Parts Storage Expansion, Los Angeles, CA Dean is the g Pa r g r • 2014 Silver Commercial Real Landscape Architectfor the new86,500SF, $55 Million operations and Maintenance Estate Award, San Fernando rail facilities, Westside Subway Extension Building 61S. Major program functions Valley Business Journal include vehicle and rail maintenance bays, machine shop and fabrication room, California Park & • Recreation Recreation society (cPRs) shipping and receiving, high -density its storage, engineering Offices, and employee PP 9 9 9 YPa 9 9 9 Award of Excellence locker and break rooms. The Parts Storage Expansion adds to the existing Fleet • 2013 Citation Award for Design Services Maintenance Facility and includes a high -density storage system. The goal Excellence, AIA San Fernando of the landscape design was to soften the maintenance facility facade with climbing Valley • 2013 SEAOSC Merit Award, vines, and to accent architectural features with structural species and POPS of color. Sustainable Design, Structural The project received LEED Gold certification. The project is located near the Los Engineers Association of SoCal Angeles River. John Thomas Dye Academic Building Los Angeles River Valley Bikeways and Greenways Design Completion • 2014 Quality of Life Merit Project, Los Angeles, CA Dean is the Landscape Architect and Project Manager Award, American Society of for a project to complete a bikeway and greenway concept along the Los Angeles Landscape Architects (ASLA), River in the San Fernando Valley. This will include a bike path, a pedestrian path, Southern California Chapter landscaping, bioswales, signage, interpretive elements, furnishings, fencing and Metro Mid-City/Expo Corridor additional improvements for 12 miles of the 51-mile-long river. Light Rail Transit Project • 2012 Transportation Facilities Pepperdine University Athletic and Events Center, Malibu, CA. Gruen Associates Design Award from the ASLA, Southern California Chapter is the Executive Architect and Landscape Architect for the new Student Recreation and Events Center for Pepperdine's Malibu campus. The goal was to develop a Metro Orange Line Canoga landscape with a design and choice of plants that offered the best defensible space Extension PE Transportation and enhanced the overall aesthetics of the project ltwas imperativewhen developing Corridor in the wildfire -prone area that fire safety a ma be orfactor in landscape design - of • 2013 Community Impact Award P j Pe Excellence, Los Angeles Business Council Morongo Band of Mission Indians Administrative Complex, • 2013 Large Transit Project Banning, CA. Designed Wth predominately native and sustainable planting, the of the Year, California roect's contemporary reflects Morongo tribal artistic and environmental Transportation Foundation P 1 Po rY complex P 9 (CTF) awareness through a native and sustainable landscape setting. Dean was • 2012 Project ream of the Year, responsible for the schematic presentation sketches, conceptual landscape and AIA San Fernando Valley construction documents. City of Santa Ana RFP for Space Planning and Architectural Consulting Service%%� » GRUENASSOCIATES RFPNn. 20-040 25G-355 APOHITEOTUFE PLANNING INTEFIQF'L1r0Ee4'- Russell Tanouye, SE, LEED AP Englekirk Structural Engineer i EDUCATION PROFESSIONAL EXPERIENCE MS, Civil: Structural Engineering, Stanford University, Palo Alto, CA Russelljoined En lekirk Structural Engineers in 1981. His history with the firm ) 9 9 ry includes the development of extensive experience in the design of various BS, Civil Engineering, University types of structures including steel, pre -stressed concrete and cast -in -place of the Pacific, Stockton, CA concrete. He has provided structural design for commercial facilities inclusive PROFESSIONAL of regional retail, office, and mixed -use projects, hotels, and parking structures REGISTRATION /AFFILIATION as well as the design of various governmental, jail and justice facilities. His responsibilities include primary client contact, selection and design of structural Structural Engineer in California systems, direction of construction document preparation, and construction #S2850 administration. He is a registered Civil and Structural Engineer in California, Civil Engineer in California Colorado, Florida, Louisiana, Massachusetts, Nevada, Tennessee, and Utah. #C35540 RELEVANT PROJECTS LEED Accredited Professional Member, Structural Engineers University of California, Irvine Classroom 1131, Moot Court and Large Association of California Classroom for the School of Law, Irvine, CA. Russell was the Structural Engineer for a series of tenant improvement projects for the School of Law at Member, US Green Building UC Irvine. Council (USGBC), Los Angeles Chapter Olympic Police Station, Los Angeles, CA. Russell was the Structural Member, International Code Engineer for the new 54,000-SF Precinct Station located adjacent to Council Koreatown. The project includes a 10,000-SF vehicle maintenance facility PROJECT AWARDS (Motor Transport Division), a communication tower, a 201 -space subterranean parking garage (approximately 87,500 SF) and 100 on -grade parking spaces. Northeast Police Station The station includes the latest in security design and maintains contextual ties • 2019 Municipal Green Building Conference &Expo Award, US to the local community.The project is LEED Silver certified - Green Green Building Council Northeast Police Station, Los Angeles, CA. Russell was the Structural Olympic Police Station Engineer for the new police station that is part of the City of Los Angeles' • 2010 City of Los Angeles Green Building Award, Los Angeles Proposition Q program- A site adaptation of Olympic Station was the LAPD's P P 9 P Business Council proposed model forthe new Northeast Station. The new station building largely • 2009 Project of the Year Award maintains the programmatic adjacencies and floor plan layouts established — Buildings Category, American at Olympic Station, while making selective architectural modifications for site Public works Association, Southern California Chapter project conditions. The P ect is LEED Silver certified, ) • 2009 Merit Award, Los Angeles Cultural Affairs Commission Morongo Band of Mission Indians Civic Center, Banning, CA. Russell • 2008 Community Impact Award, was the Structural Engineer for the project, which contains approximately Los Angeles Business Council • 2008 Civic Building Award, 75,000 SF in two buildings and three floors on a 63-acre site with arkin g parking Southern California for approximately 300 cars. The smaller building houses the Tribe's Council Development Forum Chamber, seating 240 with related service functions such as a kitchen and • 2005-2006 AIA Justice Facilities council conference room. The main building supports mostly office space Review • 2004 Excellence in Architectural for the Tribe's administrative functions along with a main lobby, which also Design, City of Los Angeles serves as a display space for the Tribe's collection of artifacts and Native Cultural Affairs Department American baskets. City of Santa Ana RFP for Space Planning and Architectural Consulting Service 34 GRUENASSOCIATES RFPNn. 20_040 25G-356 APOHITECTUFE PLANNING INTEFIQF'L1r0E04'_ Hiten H. Sheth, PE, LEED AP Gannett Fleming MEP Engineer a nre_agrat%:ta]9*&910]0I_11100%gVIg0r01a Mechanical Engineering, University of Bridgeport, 2006 g g � Hiten serves as Gannett Flemin s Manager - West Mechanical, responsible for University managing the MEP practice in the Southern California region. Brining more than 12 BE, Mechanical Engineering, years of experience, he specializes in preliminary and final design, energy upgrade Sander Patel University, 2002 projects, new construction projects, and remodeling projects. Hiten leads the PROFESSIONAL MEP Team that specializes in healthcare, laboratories, heavy commercial, higher REGISTRATION / education, Design -Build, design assist, prime consulting, utility master planning, AFFILIATION central plants, public works and private clients. Hiten has worked on several projects between 2009 and the present in the city of Irvine, serving the commercial, Professional (2008) USGBC — LEED Accredited healthcare, pharmaceutical and higher education industries. Registered Engineer- RELEVANT PROJECTS Mechanical — CA (M35789) Registered Engineer- Par Pharmaceutical, Irvine, CA. * Hiten has designed several clean room projects Mechanical —AZ (66328) for Par Pharma between 2011 to the present He has worked on dehumidification upgrades, ISO clean room design, heavy compressor and VOC exhaust projects. Hiten worked as the Prime Consultant responsible for getting the project through plan check from the City of Irvine as well as full construction administration. Irvine Company, Irvine, CA. * Hiten has designed several office remodels for properties operated by Irvine Company in the city of Irvine. Hiten's scope has been to upgrade existing air conditioning systems and ventilation systems over the years of doing several projects for Irvine Company Healthcare Projects, Irvine, CA * While working as an engineering consultant in Irvine between 2010 and 2012, Hiten designed several projects for HOAG Hospital including an OSHPD project. Hiten has also worked on several medical office buildings owned by HOAG and has worked on Kaiser Permanente projects in Lake Forest and Irvine during this period. Public Projects, Irvine, CA * Using VRF technology, Hiten delivered two community centers in the city of Irvinewith LEED design. Projects have been in 3D BIM platform and Hiten and his team have successfully delivered these projects with minimum change orders. * Prior to joining Gannett Fleming. City of Santa Ana RFP for Space Planning and Architectural Consulting Service%%� 35 GRUENASSOCIATES RFP Nn. 20-040 25G —357 APOHITECTUFE PLANNING INTEFIQF' L1rDE04'_ Keenan E. Bull, PE Gannett Fleming Civil Engineer a nreiffel %,0%9**91e10lgNW4%CI 100[01a MS, Civil Engineering, Missouri Keenan has more than 16 years' experience in civil engineering, and as a design University of Science and Technology, Rolla, 2009 engineer and project manager for private and municipal water and wastewater treatment operations, desafter (Reverse Osmosis) facilities, water distribution BS, Civil Engineering, Missouri systems, wastewater collection systems, large -diameter pipelines, water conveyance University of science and systems, and water storage facilities. Proficiencies include the design, planning, and Technology, Rolla, 2001 construction/retrofit of water pumping stations, water and wastewatertreatmentfacility PROFESSIONAL yard piping, aboveground water storage tanks, and buried or exposed transmission REGISTRATION / and distribution pipelines. Expertly managed the coordination of design personnel AFFILIATION and subconsultants in the development of design drawings and specifications for California - (No. 138461) (2016) construction as well as developmentand completion of regulatory permit applications. North Dakota — No. 10549 (2016) RELEVANT PROJECTS Illinois — No. 062.059597 (2007) Palos Verdes Recycled -Water Pipeline, Carson, CA. * Keenan was the Project PE (Civil): Missouri — No. Task Leader for final design and environmental assessment for a recycled -water 2006019594 (zoos) pipeline conveying water through Torrance and Palos Verdes Estates. The project includes approximately 16,000 feet of eight-to-10-inch diameter pipeline, a booster pump station, metering vault, and connection to the Palos Verdes Golf Course and several parks, schools, and other irrigation customers along the route. Alvarado Trunk Sewer Phase IV Replacement Project, San Diego, CA. * For the City of San Diego, Keenan was the QA/QC Lead on the project involving deep gravity sewer ranging in depth from 15 feet to 30 feet. The scope also includes micro -tunneling of approximately 3,000 feet of sewer across College Avenue and Waring Road, which required permitting coordination with the California Department of Transportation (Caltrans) and San Diego's Metropolitan Transit System. Marine Park Irrigation Retrofit Project, Santa Monica, CA * Keenan was the Project Manager in charge of the planning and design of approximately 3,000 linear feet of six-inch polyvinyl chloride (PVC) pipeline filled from a 2.75-Mgal treated storm water reservoir located at the City of Los Angeles' Penmar Park and transferred to a holding tanWcistem located at Marine Park. Project for City of Santa Monica - Cast -Iron Main Replacement —Cherry Avenue, Long Beach, CA * For the Long Beach Water Department, served as Project Manager and Technical Lead for a 12-inch cast-iron main replacement project Responsibilities included the planning and design forthe installation of approximately 2,600 linear feet of 12-inch ductile iron pipe to replace cast-iron main pipes on Cherry Avenue. Ethanol Plant, Madison County, IL. Keenan was the Project Engineer in charge of the planning and design of final construction plans and details with regard to site grading, drainage, and underground utilities for an 84-Mgal ethanol production facility currently under construction on a 75-acre site in Madison County- * Prior to joining Gannett Fleming. City of Santa Ana RFP for Space Planning and Architectural Consulting Service as GRUENASSOCIATES RFPNn. 20_040 25G-358 APOHITECTUFE PLANNING INTEFIQF'L1rDE04'- rpr 10m r n 1 - r fAe �'s� GRUENASSOCIATES APGHPEMPE PtAMdNG IMERCRS L NMG4 2020 GRUEN ASSOCIATES STANDARD HOURLY BILLING RATE SCHEDULE Partner-in-Charge...................................................................................... $ 290 - 350 Project Manager........................................................................................$ 175 - 225 Technical Manager.......................................................................................$ 175 - 225 QA/QC Manager..........................................................................................$ 190 - 215 DesignDirector........................................................................................... $ 175 - 200 Planning Director......................................................................................... $ 215 - 250 Director of Construction Administration Phase Services ....................................... $ 180 - 200 Director of Landscape Architecture................................................................. $ 195 — 225 Director of Building Information Modeling (BIM) Services ...................................... $ 180 - 200 Senior Staff..................................................................................................$ 140 - 200 Intermediate Staff...........................................................................................$ 95 - 140 AssistantStaff................................................................................................ $ 85 - 97 Rates are subject to annual adjustment. 25G-360 iWa:u:1111:3 AGREEMENT TO PROVIDE ON -CALL SPACE PLANNING AND ARCHITECTURAL CONSULTING SERVICES THIS AGREEMENT is made and entered into this 17th day of November, 2020 by and between Gillis and Panichapan Architects, Inc. ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On March 30, 2020, the City issued Request for Proposal No. 20-040, by which it sought qualified consultants to provide on -call space planning and architectural consulting services for the City's Public Works Agency. B. Consultant submitted a responsive proposal that was among those selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in REP No. 20-040. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES On an on -call basis, and at the City's sole discretion, Consultant shall perform the services described in the scope of work that was included in REP No. 20-040, which is attached as Exhibit A, and as more specifically delineated in Consultant's proposal, which is attached as Exhibit B and incorporated in full. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit B. Consultant is one of ten (10) consultants selected to provide services on an on -call basis under REP No. 20-040. The total annual compensation for these services provided by all such consultants selected under REP No. 20-040 shall not exceed the shared aggregate amount of $300,000 during the term of the Agreement, including any extension periods. 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. 20dprM1 Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals and Scope of Work, which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on November 16, 2023, unless terminated earlier in accordance with Section 17, below. The term of this Agreement may be extended for two I -year periods upon a writing executed by the City Manager and City Attorney. 4. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONSULTANT Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all 20dpzZ62 Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subconsultants, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the California Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. 20,QyZ63 (iii) Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect, by Consultant, without thirty (30) days prior written notice to the City. (iv) Consultant shall supply City with a fully executed additional insured endorsement. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, Consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant or its subconsultants, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant father agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 25,9irZf 4 10. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 11. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 2019.465 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: (714) 647-6956 Executive Director Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, CA 92702 To Consultant: Gillis and Panichapan Architects, Inc. 2900 Bristol Street, Suite G-205 Costa Mesa, CA 92626 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these timeframes, weekends, federal, state, County or City holidays shall be excluded. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the' City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Consultants retained by City. 20,91;Zf 6 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. TERIMNATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 18. NON-DISCRIA/HNATION Consultant shall not discriminate because of race, color, creed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 19. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 20. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder 20,P467 and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 21. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: DAISY GOMEZ Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By: '�'. -F.4, J HN M. FUNK Sr. Assistant City Attorney RECOMMENDED FOR APPROVAL NABIL SABA, PE Executive Director Public Works Agency CITY OF SANTA ANA KRISTINE RIDGE City Manager CONSULTANT Name: Longkavach (Jack) Panichapan Title: Principal, CEO 25,QgZ68 25G-369 estimating services during the schematic design, design development and construction document phases. Work products shall include engineering details, engineering calculations, architectural plans, and elevations, material specifications, cost estimate, and final plans and specifications. Prior to acceptance of design, Consultant is to prepare a summary report detailing the effort of utility coordination, IT coordination, and due diligence for the City's review and acceptance. Third -party cost estimate and constructability review may be included in the design effort at the City's request. 1. Schematic Design: Develop schematic design site plan drawings illustrating the scale and relationship of project components. 2. Design Development: Prepare design development package consisting of: a) Drawings and other documents that outline repairs or solutions and describe the size and character of the project with respect to architectural, interior, structural, mechanical and electrical systems b) Materials and samples c) Other required elements based on the approved schematic design documents. Designs must comply with the current Building codes and any other City requirements. Additional site visits and coordination with City departments will be required to ensure that design development meets the department's needs. 3. Construction Documents: Prepare construction documents consisting of plans and specifications, calculations, and cost estimates setting forth in detail the requirements for the construction of the project based on the approved schematic design and design development documents. The construction documents will include, but not limited to: plans, details, and specifications for structural, electrical, mechanical, plumbing, ADA requirements, parking, and landscaping; all fully coordinated with the architectural design. Plans should include recommendations for green building standards and sustainable development to reduce costs, improve the health of building occupants, and reduce the negative impacts to the environment. A refined cost estimate based on the final construction documents shall also be prepared. There shall be no additional costs due to revisions of the drawings to bring the design up to code compliance. Assist the City departments in obtaining reviews and approvals from applicable public agencies for design reviews, plan checks, and permits. Assist the City in obtaining all required permits, reports, and other information to bid the project. The City will pay all permit fees. The Consultant shall be required to provide continued communication and feedback with various City personnel throughout the process to provide a cost-effective and quality design that meets the needs of the client department(s). Post Design Services At the City's sole discretion, assist the City Department(s) with the following services. 1. Bidding a) Preparing bid documents and packages b) Answering bidder's questions City c) Scheduling and attending pre -bid conferences and job/site walks d) Preparing bid addenda e) Preparing bid analyses and reviewing and responding to bidders' submittals, such as shop drawings, product data, samples and proposed equivalent products and materials. 2. Construction and Construction Management a) Prepare "as -built" drawings, in current CAD format, as required b) Visit construction site as needed to monitor quality of the work and resolve construction issues. c) Assist engineer, consultant and inspector with interpretation of the following: • Plans and specifications • Analysis of change conditions • Development of corrective actions • Review of shop drawings and other submittals • Review, negotiation and preparation of change orders d) Manage the construction phase and coordinate construction meetings to ensure the proj ect is completed on time and within budget. • Provide weekly estimates of percent of work completed • Approve vendor invoices for submittal to the City. Move Management Services At the City's sole discretion, assist the City Department(s) with the following services. • Survey all existing items to relocate. • Meet with client and the client's furniture vendor to verify the placement of all items for move. • Third party/peer review of architectural plan(s). • Prepare move plans to show numbering system for ease of labeling boxes and items to move. • Prepare "move in" sketches for mover use, showing office and common area layouts. • Coordinate with the City's Telecommunication Services and instruct staff in preparing for the move. • Coordinate and closely supervise move labor. • Be responsible for all post -move follow-up. Special Services • Complete the State of California ADA surveys. • Provide value engineering services upon request. • Complete LEED Certification documentation upon request. Plans and Documents All plans and other documents prepared by the Consultant on behalf of the City shall become sole property of the City. All documents and files must comply with current requirements set forth by the various entities for record retention. Fee Proposal: In addition to Section III.B.3 (Submittal Requirements: Fee Proposal) fee schedule shall be structured as follows: City The fee proposal shall include the firm's standard hourly fee schedule, and/or project fee schedule where applicable and as outlined in this document. A list of all positions and hourly rates required to perform the services described herein. A more detailed scope of work will be provided when/if a specific project proposal is requested of a consultant. Other Terms and Conditions: 1. The project will be implemented in compliance with the City of Santa Ana's policies, as well as Prevailing Wages and State/Federal Requirements. 2. The City regards the inclusion of California based designs, engineering, and construction professionals, facilities, and services as part of the Team to be highly desirable, but not mandatory. 3. The City reserves the right to amend this Request for Proposal by addendum prior to the final dates of submission. 4. All reports, proposals, or other data or materials which are submitted shall become the sole property of the City of Santa Ana with the exception of the confidential Financial Capacity information and sealed fee proposals which will be returned to all proposers after award of contract to the selected Proposer. 5. All products used or developed in the execution of any contract resulting from this request will remain in the public domain at the completion of this project. 6. The City has an affirmative action program. The purpose of the affirmative action program is to encourage certified minority business enterprises and women business enterprises. All submitting firms must have established affirmative action programs approvable by the City. During the RFP stage, all firms will need to complete a "Certification of Non -Discrimination by Contractors" for each firm on their team. City EXHIBIT B rv_ Jack Panichapan, AIA, LEED AP Principal/CEO Gillis + Panichapan Architects, Inc. 2900 Bristol Street, Suite G-205 Costa Mesa. 92626 jaok@gparchiteots.org Tel. 714.668.4260 2 5 G -373 Fax. 714.668.4265 25G-374 Table of Contents Letter Cover r................................................................................................................................ ..... . Let e 02 Contract Agreement. Statement....................................................................................... 03 Firm & Team Experience....................................................................................................... ........................... E 04 Understanding.of Need.........................................................................................................09 .. derstand . Relevant Project Experience................................................................................................ 1. References .............................................................................................................. 1.7 ScoPe ofServices Schedule . .............................................................................................. 18 Certifications ............................................................................................................................................................... 22 Appendix.Resumes.........,...........................................................................................26 Qiy of Santa Ano- RFP Page 01 Space Planning & Architectural Consulting Services (RFP No, 20-040) April 20, 2020 City of Santa Ana Re: Request for Proposal for Space Planning and Architectural Consulting Services (RFP No. 20-040) Gabriela P. Lomeli, We are pleased to forward to you our statement of qualifications for the Space Planning and Architectural Consulting Services (RFP No. 20-040) for the City of Santa Ana. Our work experience involves collaboration with Municipal and Water District agencies on a broad range of projects in complexity, scope of work, and size: • We specialize in the providing services for new ground -up and rehabilitation of public buildings, police and fire training facilities, Civic Centers, educational facilities, public works facilities, water districts from conceptual design through to project move -in. • We believe sustainability and life cycle cost efficiencies as a cornerstone of our work. Our goals are to develop the optimum balance of comfort, ease of maintenance, and cost efficiency for your future facility. • Our skills and the experience encompass working with helping the City to visualize their future facility as the design develops. We are able to generate 3-d conceptual models, and clear graphics that communicate a project's intention at the earliest stages. We believe our experience, size, flexibility, and range of skills will be ideal to suit the City's needs. Gillis + Panichapan Architects Inc. (GPo) is a full -service Architectural and Interior Design firm with over thirty years of experience serving Cities, Water District, and various Public Agencies throughout California. Our successful experience with these Agencies leaves us with a great depth of intimate knowledge that we can bring forward specifically to the City of Santa Ana. We are pleased to submit our qualifications, and hope to have the opportunity to further demonstrate our enthusiasm, and express our experience in more detail. Respectfully, CIO Jack Panichapan, AIA, LEED AP, President, CEO jack@gparchitects. org 714-668-4260 2900 Bristol St Ste G-205 Costa Mesa, CA 92626 2 5 �11M1vg�cl�,,fiorg CiN of Santa RFP ....... Page 02 CONTRACT AGREEMENT STATEMENT GPa states its concurrence or concerns with any and all provisions as contained in the Agreement attached in Attachment 2. • 25 VtClty of Sanfg c 1 l org Page 03 03 Gillis+ Panichapan Architects fGPal Our company was founded in 1989 by Donald Gillis as Gillis and Associates Architects, Inc. In 2008, our name changed to Gillis + Panichapan Architects, Inc. We are a full -service Architecture, Planning, and Interior Design Firm centrally based in Costa Mesa, California; our company employs five full time employees. We provide full services, from architectural design, interior design, space planning all the way through construction administration and move management services. We have decades of experience in design and planning for Civic, Municipal, and Water District Facilities. For nearly 30 years, our firm has distinguished itself by providing excellence in architecture, space programming, master planning, and interior design services. With extensive experience in public architecture, our work includes the design of hundreds of public works facilities ranging from municipal offices, community centers, schools, maintenance facilities, fire and police facilities, educational facilities, and more. GPa's Philosophy We have completed a large breadth and variety of projects for Public Agencies all over California, with each one being uniquely different based on the respective needs and regional aspirations. Even though building and project types may be similar, each project is distinctly unique to our Clients. We believe the foundation for the project starts with the goals and visions of our Client. We guide our clients into making small decisions at a "step by step' basis with number simple strategic questions that can move a project forward rather than overwhelm. Our strategy of collaboration can provide an overall sense of ownership and pride for our clients in the direction and outcome a project. The client's involvement at every step of the process allows an open door to communication and flexibility while the direction and goals of the overall project are kept under control. With strategically placed interactive workshops with our clients, we are able to achieve a better understanding of the client's conditions and needs. We also make sure to consider the anticipated personnel growth of the organization as it plays a vital role when it comes to the overall project. Our Unique Position The vast majority of our company's clients are public agencies, approximately 99%. Most of our clients are repeat clients and referrals. Also, being involved with public agencies for nearly 30 years we understand that often times decisions are driven by more than just functional and budget needs and there are a multitude of complex decision -making factors. A key distinguishing factor of our firm is Jack's (Principal and CEO) involvement throughout the duration of the entire project. He is there in the initial stages conducting interviews and is there at the end when the project is complete and the client is back to normal operation. His hands-on approach and constant interaction with the client can offer the reassurance that the final product will be the best solution for their organization to function effectively and best serve their staff and customers moving forward. In the end we know that a successful space and master plan reflects our success as a firm, but more importantly in its ability to play a defining role in the occupants' well-being for many years to come. Our company also understands and takes into consideration the constant technological advances and social evolution in work collaboration and space planning. As a result, we stay on top of these changes and incorporate them as deemed necessary all the while taking into consideration the client's specific needs and budget. • 25 VClty of SanfgZ org Page 04 04 Space Planning & Architectural Consulting Services (RFP No, 20-040) Jack Panichapan, CEO/Principal Gillis and Panichapan Architects, Inc. Jack Panichapan will be the project manager and the main point of contact and coordinator throughout the entire project for the City. He will coordinate and track of all processes with the client and sub -consultants. Jack Panichapan, 17 years with GPa, 25 years of experience Bachelor and Master in Architecture, Iowa State University Professional Architect, CA #29344, LEED Accredited Professional Professional Architect, IL 001 -018109 Kent Klueter, Project Architect Gillis and Panichapan Architects, Inc. As project architect, Kent will develop working drawings, coordinating with engineering consultants, producing of construction documents, bidding process, construction administration, as well as coordinating with building department. Kent Klueter, 21 years with GPa, 28 years of experience Bachelor in Architecture, California Polytechnic State University, San Luis Obispo Professional Architect, CA #25189, LEED Accredited Professional Vic Nguyen, Design Director Gillis and Panichapan Architects, Inc. Mr. Nguyen is responsible for design presentation and quality control. With graphic, 3-D modeling and BIM expertise, he can assure quality project team coordination in every step of the design process. Moreover, he is in charge of project approvals at all stages from planning to building entitlement. Vic Nguyen, 9 years with GPa, 19 years of experience Bachelor in Architecture, University of Arizona Professional Architect, CA #30250, LEED Accredited Professional Cynthia Perez, Project Coordinator/Designer Gillis and Panichapan Architects, Inc. Ms. Perez works closely with the Project Architect and Principal with the coordination of team members. She handles product research, color/material for furniture selection, and 3-D renderings. In addition, she is also involved in the coordinating production of construction documents, administration of the bidding process, and construction administration. Cynthia Perez, 11 years with GPa, 11 years of experience Bachelor in Architecture, University of California, Berkeley Miranda Luce, Key Designer Gillis and Panichapan Architects, Inc. Ms. Luce works closely with the Project Architect and Principal with the coordination of team members. She handles product research, color/material for furniture selection, and 3-D renderings. In addition, she is also involved in the coordinating production of construction documents, administration of the bidding process, and construction administration. Miranda Luce, 2 years with GPa, 3 years of experience Bachelor in Architecture, NewSchool of Architecture + Design RFP 25G�-3i7e� N�fSafPg 05 g c t org Page 05 Space Planning & Architectural Consulting Services (ice Richard Suzuki, P.E., S.E. Structural Engineer: Dale Christian Structural Engineer (DCSE) Years of Collaboration: 17 DCSE Structural Engineers are involve with us on the project from the conceptual design all the way though construction by performing site visits during construction as well as the review of various structural submittals. DCSE's team experienced in all phases of structural engineering and design analysis for different types of structures including mixed -use multi story facility, retail buildings, tilt -up industrial buildings, restaurants, police and fire stations, steel office building and subterranean parking structures. Relevant Recent Projects with GPa: • Mojave Water Agency - New Agency Headquarters Facility and Central Operations Facility • UC Irvine Health - On -Call A/E Services • City of Santa Ana - On -call A/E Services • City of San Gabriel - Municipal Yard Facility • City of Westminster - Maintenance Corporate Yard and Police Department Training Facility • City of Fullerton - Public Facility Yard and CNG Station Hiten Sheth P.E., LEED AP Mechanical, Electrical, and Plumbing Engineer: Gannet Fleming Engineers Years of Collaboration: 3 GF specializes on electrical and mechanical, as well as managing the whole picture of the project. They design and consult on HVAC, electrical and plumbing system design. Their duties include the specification and optimization of cost effective HVAC, electrical and plumbing solutions. GF is also responsible for the calculation and verification of energy compliance with the State Energy Code. Relevant Recent Projects with GPa: • City of Buena Park - Ehlers Community Center • UC Irvine Health - On -Call A/E Services • City of Santa Ana - On -call A/E Services Hashimi 9uazi, Ph.D., P.E., G.E, Principal / Project Manager: Converse Consultants Civil Engineer, CA 46651 Years of Experience: 26 Converse Consultants personnel excels in providing geotechnical engineering services and has earned a reputation for quality work provided in an honest and ethical manner, on time and on budget. Conserve Consultant provides quality control, budget oversight, and technical assistance on various types of projects, including pipelines, wastewater treatment plants, reservoirs, and other related studies. Relevant Recent Projects with GPa: • Mojave Water Agency, New Agency Headquarters Facility, Town of Apple Valley, CA (LEED Gold) • City of Westminster - Maintenance Corporate Yard and Police Department Training Facility • City of San Gabriel- Municipal Yard Facility 0 2 rJ �11M1-, M�Morg P Clty of Sanf06 Page Space Planning & Architectural Consulting Services (f� Tammy Allee P.E., QSD/QSP Civil Engineer: Civil Works Engineers, Inc. Professional Engineer, CA, 34277 Years of Experience: 16 Civil Works Engineers, Inc. specializes on general infrastructure and public works improvement projects such as transportation including streets and freeways, site improvements for commercial and public facilities, hydrology and storm drains, water distribution, right-of-way engineering, utility modifications, and retaining walls. They design and consult on projects from inception to completion including project and program management, planning, design, and construction. Relevant Recent Projects with GPa: • Inland Empire Utility Agency - Maintenance and Operations Center Facility • East Municipal Water District - Gate 5 Needs Assessment • Water Replenishment of Southern California, Field Operations and Storage Annex Harry Kobzeff, ASLA, Landscape Architect: Kobzeff & Associates Years of Collaboration: 15 Kobzeff and Assoc. offers comprehensive services including, but not limited to; Conceptual Land Use Studies, Landscape Development Guidelines, Design Development, Construction Documentation, Construction Administration and Special Report Writing. Their extensive experience includes Commercial projects, Private Development projects, Churches, and Public Sector Public Works and Parks and Recreation projects. We have renovated County parks, and designed municipal sports and passive parks. We have also designed numerous residential tract community and neighborhood parks. We have been active in refurbishment and rehabilitation projects turning yesterdays worn out projects into active vibrant rejuvenated spaces. Relevant Recent Projects with GPa: • City of San Gabriel - Municipal Yard Facility • City of Westminster - Maintenance Corporate Yard Facility • City of Stanton - Municipal Corporate Yard Facility • City of Fullerton - Public Facility Yard and CNG Station Brad Miller, LEED AP, GHG-IQ, CDT, LEED Consultant: Healthy Buildings (Formerly Environmental Concept Company) Years of Collaboration: 7 Healthy Buildings (Formerly ECC) personnel excels in integrated project management scenarios where owner/ developer, contractor and design team collaborate together to solve client challenges. The firm will work on environmental consulting, contracting and manufacturing industry. Relevant Recent Projects with GPa: • Mojave Water Agency, New Agency Headquarters Facility, Town of Apple Valley, CA (LEED Gold) • UC Irvine Health- On -Call A/E Services • City of Barstow - Community Center cib of Santa Am- RFP Page 07 Space Planning & Architectural Consulting Services (RFP No. 20-040) 41aMa00♦ point of contact ARCHITECT Gillis + Panichapan Architects, Inc Jack Panichapan, AIA, LEEDO AP Principal In-Charge/Project Director /- • ■ � 1111 ARCHITECT ♦ ■ ■ Gillis + Panichapan Architects, Inc j ■ Kent Klueter, AIA, LEEDO AP Project Architect ■ ■ ■ ARCHITECT Gillis + Panichapan Architects, Inc Cynthia Perez ■ Project Coordinator/Designer ■ ■ 011111111111111111111111 ■ ■ ELECTRICAL/MECHANICAL ENGINEER ■ ■ Gannett Fleming Engineers ■ Hiten Sheth, PE. 4 **1_A� LANDSCAPE ARCHITECT 11•• Kobzeff & Associates Harry H. Kobzeff ASLA CIVIL ENGINEER Civil Works Engineers Tammy Allee, P.E. ARCHITECT Gillis + Panichapan Architects, Inc Vic Nguyen, AIA, LEEDO AP Project Architect , ARCHITECT Gillis + Panichapan Architects, Inc Miranda Luce Key Designer STRUCTURE ENGINEER Dale Christian Structural Engineers Richard Suzuki, P.E., S.E. CALGREEN CONSULTANT UL Brad Miller, LEED AP BD+C, GEOTECH ENGINEER Converse Consultants Hashmi Quazi, Ph.D, P.E., G.E. '' My of Santa 7m7 2 5 e3 QQnag Page 08 INTRODUCTION GPa's experience involves collaboration with public agencies on a broad range of projects with varying complexity, scope of work, and size: • We have expertise in needs assessment, space, and master planning for a large range of public facilities including many local Municipal/Water District Campuses and Headquarter facilities. • We have a wealth of experience with public agencies building new community centers, classrooms, training rooms, administration buildings, and city yard facilities from the ground up - schematic design through construction administration and permitting. We offer full services in Architecture and Interior Design. • Our skills and experience encompass working with the community and the cityto attain entitlements for projects large and small. We are able to generate 3D renderings and clear graphics that communicate a project's intention to owners, community, and the project team. PROJECT AVAILABILITY Our philosophy involves having Jack, the principal, work on the project day to day from project initiation up through move -in day and beyond. Beyond having the principal involved throughout all phases, we ensure that a great relationship and rapport is maintained with a consistent team. Either Vic or Kent will be providing project support along side Jack throughout the entire course of the project. No assigned personnel will be substituted without the approval of the City. Because there is no interruption in communication with leadership transition, we have a high success rate in completing projects within scope, on time, and on budget. ENVIRONMENTAL SENSITIVITY Gillis + Panichapan Architects, Inc. believe sustainability is a major cornerstone of our practice and work. Whether or not a project seeks certification for LEED, we commit to sustainable practices in every one of the projects we work on. Considering cost and schedule, we maximize our projects to contain the greatest number of sustainable features within the design. We believe this is an optimal approach for cost savings, long term maintenance, and minimizing impact on the site and the environment overall. Every architect at GPa is LEED accredited and well qualified to guide your project towards practical sustainable design solutions or LEED certification. We have achieved LEED certification in a large number of our municipal projects. GPA PROCESS AND MANAGEMENT At the beginning of a project for any size and budget range, our approach to effectively manage the project cost, schedule and quality begins with defining the project scope, and aligning it to the City's goals, budget, and timing for completion. This information is presented and discussed at the Kick-off meeting with the Agency and the goals are mutually established. In the event where the project budget and timeline is defined prior to the meeting, we will develop and submit the preliminary schedule denoting key milestones and deliverables for the City to review and obtain their feedback at the Kick-off meeting. During the progress of the project design, formal organized workshops will be provided to share our findings with the City's Team. The project progress will be presented in interactive workshops for input and guidance for iterative refinements. These workshops would involve collaboration with the City's staff to discuss design ideas and how it impacts operational needs. This process will be a chance to showcase progress and gauge reaction. We are skilled with design communications, our drawings and renderings are used optimally and effectively to communicate ideas and bring the City's vision to life be it early conceptual stage, design development, or right up through guidance of issues during construction stages. rFP 2 5 1lllrvgM rg Clty of Santa 09 ,.._.., ........ Page COST CONTROL As the project develops, our team will provide and update detailed cost estimates for the project. Knowing the cost estimates early allows us to make necessary adjustments to bring the project under budget with minor concessions. We use in-house as well as professional cost estimating services to effectively control the project cost during design. More importantly, all major project decisions are evaluated in terms of cost impact on the project. We can inform and advise our Clients of the cost impact on the project to assist them with the decision -making process to maximize the impact on often strict and lean budgeting needs. SCHEDULE CONTROL The project schedule (Gant Chart) is developed to show major milestones for the project, the important decision -making workshops, as well as individual minor tasks that need to be completed. We regularly update the schedule and submit the updated schedule to the client as well as inform our consultants of the timeline for the completion of specific tasks to keep the project on schedule. We have encountered many projects that are under tight time constraints to get completed. With this in mind, we believe our relationships with our clients in which we are dedicated are the foundation of our company progress, success, and growth. We hold ourselves accountable to strict milestone schedules that are developed and established with our clients starting at project initiation. Our project schedule is developed to illustrate major milestones for the project as well as individual tasks that need to be completed to progress a project to the next phases of completion. We regularly update and submit the schedule to the client as well as inform our team of consultants of the timelines for the completion of specific tasks. Formal workshops are set up with the client to formally present and discuss the course of the project schedule. Any potential delay would be clearly communicated to our clients from project initiation, and discussed formally at the workshops if unforeseen during the course of the project. We would not divert any project mid -course without strict consent from our clients. We conscientiously place a hold on potential new projects for a later date until we assess that there is enough personnel and resources available on the team to support current projects at an optimum level. Should there be a case where a project has the option to be delayed or diverted mid -course for a number of unforeseen reasons, we would communicate the issues and seek consent and input from our clients prior to any alterations to the schedule or course of the project. QUALITY CONTROL To ensure accuracy in the delivery of the project, we have developed an in-house quality control program that outlines the various items that need to be reviewed at each phase of the project. This review is performed by both the principal and our various team of consultants. In addition, consultant drawings are reviewed for compliance with design objective as well as for possible conflict with the other elements of input from varying disciplines. We have a wealth of experience scheduling and phasing projects for design and construction for our Municipal and Water District Clients, including for existing facilities, many which allow for continuous occupancy during construction. FP 2 5 �11M1vg3cllMBc�Sorg Clty of SanfP R Pagge 10 GPa'S TECHNICAL APPROACH Over time, the organizational structure, codes and regulations, number and type of staff, along wish technology changes beyond the confines of a given facility. This is something GPa deeply understands: that people and organizations do what they need to do to keep up with productivity, and adjustments to the limitations of an existing facility can become the "status -quo' on how a facility operates. We have the expertise and experience to acquire the "essential ingredients' of operation that enable us to plan for the optimum solutions within strict budget requirements. Jack Panichapan will be the primary contact with the Client throughout the entire process of the project. Our principal and CEO's intimate involvement with the project, we believe is the key to the project success. With Jack, we will be engaging in discussion to encourage finding the vital methodology on how operations as well as department interactions ebb and flow, carefully planning for the project potential growth and change over time to integrate into the overall design solutions. Assessment of the program occurs at all scales from ergonomics to department level operations. Having a single point of connection and involvement in the day to day development of the project, Jack would be able to provide a clear direction on the best solutions for improvement. We believe a close interactive collaboration with the Client's team throughout the design and development process will achieve cost efficient solutions for a successful project overall. GPO's observations and analysis, accompanied with our expertise built upon many years of working with Civic and Municipal Facilities all over the state of California, can offer an essential road map to improvements and development of any number of projects that the Client may need. 2 5 �11M1vg3a&g My of SanfP I I Page interior- WRD Headquarters intenor- intenor- Address, 4040 Paramount Bvld Lakewood, California 90712 Project Description: The Water Replenishment District had outgrown its facility and purchased an existing building to meet that shortfall. We provided a detailed needs assessment and Conceptual Design floor plan for WRD's newly purchased facility. Upon approval, we progressed with a full set of construction documents, construction administration services, audiovisual coordination, and complete furniture equipment, and interior design services as well as exterior improvement and retrofitting of the existing building. The 20,OOOSF facility includes a state- of-the-art Board Room facility and conference rooms, office and lease spaces. GPa conducted a thorough code analysis of ADA accessibility, updating the existing building to current code standards. The breath of analysis and design ranged from interior furniture to site modification corresponding with egress requirements, Organizations change and grow over time and we had designed for this in the initial plans. GPa had recently completed the renovation on several spaces within the WRD Headquarters facility to include a new public exhibit space to showcasing the District's mission as well as Water education, Key Personnel: Jack Panichapan - Mr. Panichapan acted as the Principal in Charge and was responsible for the interior design of this tenant improvement project which also included furnishing. Kent bueter - Mr. bueter was the Project Architect and was in charge of the construction documents and construction administration for the project which also included coordinating documents between all the disciplines. Protect Size; 20,000sf Completion Date, 2008/2017 Water District I Wskodo b&: City of Santa Mo- RFP Page 12 101 I pe i4'S' 1 R rx J. 1� F �,lem�cula �SwaJ4. SW, a - r Project Description: GPa is the on -call consulting architect with Southern California Edison providing interior design, architecture, planning, and cost analysis services. GPa works closely with the team at SCE to design and manage projects that meet the standards of SCE and the California Building Code. GPa has completed various projects throughout Southern California including voluntary seismic retrofits, ADA upgrades, and interior and exterior office renovations, ... Uuwmru I DISON' PROJECT LOCATIONS • LCNG BEACH • SANTA ANA • FULLERTCN • RIATO • VALENICA • SAN BERNARDINO Southern California Edison- On Call Services Key Personnel: Jack Panichapan - Mr. Panichapan acted as the Principal in Charge and was responsible for the interior design of this tenant improvement project which also included furnishing. Kent bueter - Mr. bueter was the Project Architect and was in charge of the construction documents and construction administration for the project which also included coordinating documents between all the disciplines. Vic Nguyen - Mr. Nguyen was the Project Architect and was in charge of the PDR, design, rendering, entitlements, construction documents and construction administration for the project which also included coordinating documents between all the disciplines. Protect Size: Varies Start & Completion Date: 201JCurrent �/►� Municipal I On -Call 2 rJ �11M1-, org Clty of SanfP Page R 3 Page 13 built- Ehlers Event Center Parking built- Ehlers Event Center Parking 25am3iM, Address, 8150 S, Knott Ave„ Buena Park, CA 90620 The existing 30,000sf facility is composed of a campus of Community Buildinas. Senior Citizens' Center, and Banquet Facilities that is major community gathering place. Built in the 1960s, the facility had a great deal of deterioration including dry rot, and deferred maintenance. It also had issues of security, and homeless accessing private courtyard areas of the facility. Many of the original Mid-century exposed wood details were in need of restoration and protection. GPa completed the conceptual design stage. This included providing the City of Buena Park with an exterior facade assessment, conceptual design, and statement of probable cost for review and approval. The next steps involve taking the established conceptual design scheme into further design development through to Construction Document through Construction Administration services. The overall cost of the project was $2.4 million. GPa was assigned to provide a strategic design to enhance security while also giving the facility a restoration and architectural update. Details were developed to repair and prevent future dry rot and deterioration. We provided design schemes and renderings as a part of an interactive process to design it with the City and the Community input and collaboration while staying on a restrictive budget as noted on our original PDR early in the project development, Key Personnel: Jack Panichapan - Mr. Panichapan acted as the Principal in Charge and was responsible for the design of this project. Vic Nguyen - Mr. Nguyen was the Project Architect and was in charge of the design, rendering, entitlements, construction documents and construction administration for the project which also included coordinating documents between all the disciplines, Protect Size, 30,000sf Start & Completion Date, 2015 - 2018 Municipal I Community Cen;IF Cityof Santa Am- RFP Page 14 built- Westminster Corportate Yard .s' rendering- site contest interior- Westminster Pd ice Training Fad lity Address, 14381 Olive St., Westminster, CA 92683 s ;, Project Description: The existing city maintenance yard facility built in the early 1960s, is overcrowded, inefficient, and no longer sufficient to implement the city's needs as a maintenance facility. GPa was obtained to update and expand the current facility. The new corporate yard includes a new administration building, canopy, fuel station, and warehouse facilities. The renovation and addition takes place within the existing site of the city's current municipal facility along With an adjacent building the city has obtained for a police training facility requiring renovation. Another building housing the Boys and Girls Club was also renovated as a part of this project, One of the challenges of this project was that the facility is required to be operational during the course of renovation. GPa worked with the city for a phasing plan to relocate staff and keep it operational during the course of construction. The new building contains notable sustainable features and reflects the residential scale of the surrounding residential neighborhood. GPa completed the space planning and furniture procurement for the both the corporate yard and the police training facility. We also provided code updated retrofits for the Boys and Girls Club, Key Personnel: Jack Panichapan - Jack was responsible for the design of this project from the exterior to the interior including furnishings. Jack Panichapan was the project manager and the main point of contact and coordinator throughout the entire project for the City. He coordinated and tracked of all processes with the client and sub -consultants and handled any discrepancies to ensure accuracy in the delivery of the project. Kent bueter - Kent was the Project Architect and was in charge of the construction documents and construction administration for the project which also included coordinating documents between all disciplines. Vic Nguyen -Vic was the Project Architect and was in charge of the PDR, design, rendering, entitlements, construction documents and construction administration for the project which also included coordinating documents between all the disciplines, Protect Size, I7,000sf Completion Dale, 2015 Municipal I Corporate y 25a-,M rg 0 City of Santa Mo- RFP Page 15 ouury aan �aona niun aPai raga rendering- San Gabnel Municipal Yard rendering- San Gabnel Municipal Yard rendering- San Gabnel Municipal Yard Address 927 E Grand Ave„ San Gabriel, California 90680 Project Description: The Municipal Yards Facility artfully combines the diverse and evolving programming needs of the Public Works Department for the City of San Gabriel which encompasses the Maintenance Division, Engineering, and Administration Staff into one facility on a challenging and limited site. Located on a 3.5 acre narrow sloping parcel of land bordering a wash on one side and homes on another, the new Maintenance Facility for the city of San Gabriel had programmatic challenges with vehicular circulation, and noise mitigation that were resolve architecturally. The facility considers sustainable design features such as native plantings, recycled materials, and north - south fenestration orientation for energy efficiency. GPa was responsible for developing the needs assessment and programming for the facility and proceeded through design and construction documentation. Key Personnel: Jack Panichapan - Mr. Panichapan acted as the Principal in Charge and was responsible for the design of this project for the exterior and interior including furnishing. Kent bueter - Mr. bueter was the Project Architect and was in charge of the construction documents and construction administration for the project which also included coordinating documents between all the disciplines. Protect Size; 34,600sf Completion Date, 2016 Municipal I Corporate YA6=MMA City of Santa Mo- RFP Reference # 1 Contact: Charlene King, Associate Engineer, Construction & Operations WRD Phone: (567) 275-4252 Email: cking@wrd.org Project: Water Replenishment District Tenant Improvement Key Personnel: Jack Panichapan and Kent Klueter Reference #2 Contact: Jennifer Bollman, PJM-1, Associate Project Manager Southern California Edison CBRE I Global Workplace Solutions Phone: (626) 476-0300 Email: Jennifer.Bollman@sce.com Project: SCE On -Call Services Key Personnel: Jack Panichapan and Vic Nguyen Reference #3 Contact: Jeff Townsend Associate Engineer, City of Buena Park Phone: (714) 562-3680 Email: JTownsend@buenapark.com Project: Ehlers Event Center Key Personnel: Jack Panichapan and Vic Nguyen Reference #4 Contact: Dustin Alamo Vice President, Griffin Structures Phone: (949) 497-9000 Email: dalamo@griffinstructures.com Projects: Westminster Corporate Yard Campus Key Personnel: Jack Panichapan and Kent Klueter Reference #5 Contact: Patricia "Patty" Pena Management Analyst, City of San Gabriel Phone: (626) 308-2825 Email: Ppena@sgch.org Project: San Gabriel Municipal Yard Facility Key Personnel: Jack Panichapan and Kent Klueter 0 25 �1 —,31' R,org Clty of SanfP Page 17 d1MNfoc Page 17 OUR SERVICES It appears the City is looking for an overall diverse set of services and expertise rather than a specific project or task, we have endeavored to provide an overall approach, philosophy, and scheduling to all of services being requested. For nearly 30 years, GPA has provided architecture, planning, and interior design services internally. We can offer the following range of services based on each individual project need. NEEDS ASSESSMENT • The needs assessment is a fundamental step in discovering the vital issues of the buildings program, scope of work, and current and/or future needs. Completion of the assessment will effectively dictate staff/ building planning and future renovations for many years to come. We have completed needs assessments serving as a foundation to design planning and budget for municipal facilities in a vast range of types, needs, and sizes. • PROGRAMMING & REVIEW OF PREVIOUSLY DEVELOPED ARCHITECTURAL PROGRAMS • We help the client to review and assess previous studies of their existing facilities and develop a solid program that initiates the physical building design process. SITE ANALYSIS AND FEASIBILITY STUDIES • Our site studies regard the community, codes, zoning, ease of circulation, department infrastructure, urban infrastructure and transportation, and are often aligned with maximizing passive sustainable strategies. Our in-depth site analysis regards the community context, codes, zoning, ease of circulation, department infrastructure, urban infrastructure and transportation, and are often aligned with maximizing passive sustainable strategies for Urban Design and Master Planning. • SPACE PLANNING • Stemming from our expertise and experience with office planning, we would develop design schemes for workstation layouts needed for optimal function of the client within a given space. • CONCEPTUALISCHEMATIC STUDIES • We work closely with the client developing ideas and the program to ensure that the design from beginning to end is an expression of the client's needs and budget while having the design enhance connectivity within the surrounding community. • 3-D MODELING AND RENDERING SERVICES • We render buildings and spaces to convey to our clients and the surrounding community vivid 3-dimensional characteristics of the proposed design from schematic design to design development. SCHEMATIC DESIGN; NEW LAYOUT, EXISTING PLANS, RENOVATION AND RESTORATION PLANS, AND DEMOLITION PLAN. • We work closely with the City developing ideas and the program to ensure that the design from beginning to end is an expression of the client's needs and budget while having the design enhance function and safety of the facility while maintaining connectivity within the surrounding community. DESIGN DEVELOPMENT OF FACILITIES AND PARKS, INCLUDING ELECTRICAL, PLUMBING, HEATING AND AIR CONDITIONING (HVAC) PLANS • Above and Beyond working to develop Mechanical, Electrical and Plumbing systems for Facilities and Parks, we work with many additional disciplines as well including Structural Engineering, Landscape Architects and Civil Engineer. • PROJECT ADMINISTRATION & MANAGEMENT SERVICES • We have a wealth of experience in orchestrating consultants and the team to ensure integrity remains in the function and intent of design throughout the process. • 25 g�/\f� g Qty of Santa Page 18 ` 11i�Aw cMMLaI/!b Page 18 • ENTITLEMENT PROCESSING • We have experience with CEQA and California Coastal Commission procedures, as well as local city planning and plan check procedures throughout California. In every step of the way we are there to communicate solutions to community sensitivities and facilitate an expedient entitlement. • SITE DEVELOPMENT PLANNING • Our experience ranges from designing master plans for complex city yard facilities, campuses for water districts, to smaller urban infill projects and projects that involve challenging topological conditions. HISTORIC PRESERVATION PLANNING, REVIEW, AND DESIGN • Restoring historic city buildings (including the Irving Gill designed Oceanside City Hall), members on our team have had a rich experience with work on renovation of sensitive historical landmark buildings, and working with historical landmarks preservation committees. �a197ayKe7ri 1911_R Ni :1;7 :k91 :i'FI9I_R I z I I21:C7a12III r7I I11019I F9 • Many of our projects have involved older existing buildings with often tight and complex conditions in which we resolve and retrofit for ADA compliance. • SCHEDULE DEVELOPING • We have a wealth of experience scheduling and phasing projects for design and construction, including for existing facilities, many which allow for continuous occupancy during construction. • CONSTRUCTION DOCUMENT DEVELOPMENT, SPECIFICATION WRITING • Our office provides precise construction document work, often leading to minimal change orders resulting in projects that have a high likelihood of on time and on budget. • COST ESTIMATING SERVICES • We can provide the client with good conceptual cost estimates based on our experience and history with working on a large range and variety of municipal project types. For in-depth cost analysis during design development, we work with an experienced team of cost estimators that can give specific construction costs to help us meet the budget during design. • CONSTRUCTION MANAGEMENT INCLUDING INSPECTIONS • We work closely with Griffin Structures- A construction management company that has decades of experience in the construction of Civic projects. We have a wealth of experience in orchestrating consultants and the team to ensure integrity remains in the function and intent of design throughout the process. • CONTRACT BIDDING AND/OR NEGOTIATIONS SERVICES, I.E. CHANGE ORDERS, ETC. • During construction, there could be added value in spotting solutions that can improve the building and save costs which results in change orders during construction. We would be there to rectify the situation and clarify this with the client and the team to ensure the project remains on schedule and on budget. CONSTRUCTION CONTRACT ADMINISTRATION • In order to ensure quality, we recommend being retained for construction administration. We are there to verify that the building meets the design intent, quality, as well as code and energy issues as depicted on the construction documents. • INTERIOR DESIGN, INCLUDING SELECTION AND/OR DESIGN OF FURNITURE, FIXTURES AND EQUIPMENT • GPa can provide design and/or recommend selection of furniture, fixture and equipment. We have extensive experience and expertise in office planning and interior design and can provide these services. We foresee the coordination of workstations, and general equipment and furniture that correlate to interior design. 0 2 5 �11M1nM rg Clty of Santa R Page 19 FURNITURE EVALUATION, SELECTION AND IMPLEMENTATION • Define selection criteria and guideline specifications • Define panel, electrical and component requirements • Develop Detailed Office and Workstation Plans • Oversee Development of Final Furniture Shop Drawings • Oversee the Final Purchase Order Requirement • Prepare Furniture Installation Punch list • MOVE MANAGEMENT SERVICES • Our team has a lot of experience in regards to move management services. Many of our projects involve construction during occupancy where we have assisted the client temporarily relocate from one area to another. SUSTAINABLE DESIGN AND/OR LEED DOCUMENTATION SERVICES • Our standard practice is sustainable design. Our staff is LEED accredited and are experienced with helping the project attain LEED certification when necessary. • COORDINATION WITH OTHER CONSULTANTS, AGENCIES, AND UTILITY PURVEYOR • We have a wealth of experience in orchestrating consultants and the team to ensure integrity remains in the function and intent of design throughout the development of the Project. • OTHER MISCELLANEOUS ARCHITECTURAL SERVICES • Specification Writing • Construction Contract Administration • LEED Documentation Services • Historic Preservation Planning, Review, and Design 2 5 �11M1vg3cll� 4,rg Clty of Santa Page 20 ° SAMPLE SCHEDULE ` ! { | | ; ! .. ! .! • !)i : �!! b! ! ( �.. .[_ � !!! | ))) \ |] - _ - ) _ _ .., .. . ..' .. 4 . ; � �� \ \ ,,,,,,,,,,,,,,,,| , 25am 9�, ~~Page 21 Ili Space Planning & Architectural Consulting Services (RFP No. 20-040) Appendix ATTACHMENT 3 CERTIFICATIONS NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) In conformance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived, or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any other BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non -collusion Affidavit is part of the Proposal. BIDDERS are cautioned that making a false certification may subject the certifier to criminal prosecution. Signed State of California County of ORANGE Subscribed and sworn to (or affirmed) before me on this 24T" day of MARCH , 2020, by JACK PANICHAPAN , proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me Notary Public Signature Notary Public Seal Due to current State mandated protective/preventive measures, we are unable to notarize this document. When needed, we will happily notarize this document when protective measures are lifted. per your request. 25a—g N�fSafPRFP 0 �e Page 22e 22 Space Planning & Architectural Consulting Services (RFP No. 20-040) NON -LOBBYING CERTIFICATION The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities," in conformance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, disclose Signed: which exceed $100,000 and that all such subrecipients shall certify and Title: PRINCIPAL/CEO Firm: GILLIS & PANICHAPAN ARCHITECTS. INC. Date: 3/24/2020 0 2 rJ �—,3/"org Clty of SanfP Page RFP d1MNfvd/s; Page 23 Space Planning & Architectural Consulting Services (RFP No, 20-040) NON-DISCRIMINATION CERTIFICATION The undersigned Contractor or corporate officer, during the performance of this contract, certifies as follows: 1. The Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Contractor shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Contractor shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Contractor shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Contractor's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. 0 2 �11Mtg /'norg Clty of SanfP Page RFP d1MNfvD�1/S Page 24 ,E�TiIFI..�_TI,•, , Space Planning & Architectural Consulting Services (RFP No. 20-040) 7. The Contractor shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Contractor becomes involved in, or is threatened with, litigation with a subContractor or Contractor as a result of such direction by the administering agency, the Contractor may request that the United States enter into such litigation to protect the interests of the United States. 8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, no discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any Contractor of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter. Signed: (rj1G��;} Title: PRINCIPAUCEO Firm: GILLIS & PANICHAPAN ARCHITECTS, INC. Date: 3/24/2020 0 2rJ�—,3/'9org Clty of SanfP Page RFP d1MNfNMM Page 25 ■ Space Jack Panichapan, AIA, NCARB, LEED", AP CEO/Principal Role in the Project: As the Principal, and Project Director, he is committed to managing incoming documents, coordinating consultants and handling discrepancies to ensure accuracy in the delivery of the project personally for every client. Experience: Experience with the requirement and tasks Years of Experience: 26 Mr. Panichapan has over twentyyears of experience, ranging from new buildings, renovation, and interior Years with GPa: 16 design, to complete city campus master planning. Throughout his career, he has extensive experience in the needs assessment, site survey and ADA analysis in various type of building, such as municipal, Registration: water district, corporate yard, health care facilities, and schools. Professional Architect, CA, Relevant Experience 29344 Professional Architect, IL, City of Escondido - Need Assessment, Maintenance and Water District Facility 001-018109 LEED Accredited Professional Mojave Water Agency - Need Assessment, New Agency Headquarters Facility, and Central Operation Center Education: • Moulton Niguel Water District - Need Assessment on Administration Building M. Arch, 1997, Architecture, Iowa State University City of Westminster - Corporate Yard and Police Department, Needs Assessment and Site Planning B. Arch, 1996, Architecture, Iowa State University City of San Gabriel - Municipal Yard Facility Professional Affiliations: University of California, Irvine, Health - On -Call A/E Services American Institute of Imperial Irrigation District - Needs Assessment on Multiple Department Architects National Council of City of Fullerton - Public Facilities and CNG Station Architecture Registration Board City of Santa Ana - Jerome Center, Tenant Improvement City of Santa Ana - Santa Ana, California (Multiple projects including Fire Station and Community Center Remodel) • City of Moreno Valley - Facilities Corporate Yard Needs Assessment and Concept Design Mission Springs Water District - Needs Assessment and Concept Design • Water Replenishment District of Southern California -Administration Needs Assessment and Tenant Improvement City of Paramount - Progress Park Multipurpose Facility • Chicago Public School - 5 Major capital Renovation, 2 ADA Renovation, and 16 ADA Survey 0 2 5 Mlw,g�Fc1M12d o Qty of Santa Page 26 ■ Space Kent Klueter. AIA. LEED� AP Project Architect Role in the Project: Mr. Klueter is experienced in project coordination and management including developing working drawings, coordinating with engineering consultants, coordinating production of construction documents and building department, administration of the bidding process, ADA compliance, building code requirement, specification, and construction administration. Experience: Experience with the requirement and tasks: Years of Experience: 27 Years with GPa: 20 With 27 years of experiences, and 20 years with GPA, Mr. Klueter has been working with varies types of project, such as municipal, water district, police facility, corporate yard, pump station, maintenance Registration: facility, civic facilities and training center (dispatch centers and essential facility). Professional Architect, CA, Relevant Experience: 25189 LEED Accredited Professional Mojave Water Agency - Need Assessment, New Agency Headquarters Facility, and Central Operation Center Education: • Moulton Niguel Water District - Need Assessment on Administration Building, Moulton Niguel, CA B. Arch, 1990, Architecture, California Polytechnic State City of Westminster - Corporate Yard and Police Department, Needs Assessment and Site University, San Luis Obispo Planning Professional Affiliations: City of San Gabriel - Municipal Yard Facility American Institute of University of California, Irvine, Health - On -Call A/E Services Architects National Council of City of Long Beach - On -Call A/E Services Architecture Registration Board City of Paramount - Tenant Improvement City of Fullerton - Public Facilities and CNG Station • City of Santa Ana - Jerome Center, Tenant Improvement City of Santa Ana - Santa Ana, California (Multiple projects including Fire Station and Community Center Remodel) • Marine Corporation Community Services - Indoor Firing Range, North Camp Pendleton, CA City of Moreno Valley - Facilities Corporate Yard Needs Assessment and Concept Design • City of Stanton - Municipal Corporate Yard Facility • Water Replenishment District of Southern California - Administration Needs Assessment and Tenant Improvement, Long Beach, CA 0 2 5 �11M1vg�fclX2CR., Clty of SanfP 27 Page 27 Space Planning & Architectural Consulting Services (RFP No� Vic Nguyen, AIA, LEED° AP Design Director Role in the Project: Mr. Nguyen is responsible for design presentation and quality control. With graphic, 3-D modeling and BIM expertise, he can assure quality project team coordination in every step of the deign process. Moreover, he is in charge of project approvals at all stages from planning to building entitlement. Experience: Experience with the requirement and tasks: Years of Experience: 19 Mr. Nguyen has over nineteen years of experience, ranging from development of complex mixed use, Years with GPa: 9 civic, and transportation oriented projects, to highly detailed interiors of residential, retail, health care, and office environments. He has a wealth of experience working with the cities and the community Registration: directly to attain consensus for a project design. Registered Architect, CA, Relevant Experience: C-30250 LEED Accredited Professional University of California, Irvine, Health - On -Call A/E Services Education: Family Health Center Renovations - Santa Ana and Anaheim UCI Health Location B. Arch. 2000 Architecture, Mojave Water Agency - Need Assessment, New Headquarter Facility, and Central Operation University of Arizona Facility, Apple Valley, CA Professional Affiliations: Moulton Niguel Water District - Need Assessment on Administration Building, Moulton Niguel, CA American Institute of Marine Corporation Community Services - Indoor Firing Range Architects National Council of City of Fullerton - Public Facilities and CNG Station Architecture Registration Board City of Westminster - Corporate Yard and Police Department, Needs Assessment and Site Planning USGBC Orange County • City of Barstow -Needs Assessment &Conceptual Design for City Hall Campus City of San Gabriel - Maintenance Facility Yard • City of Riverside - Pyrite Canyon Water Treatment Facility City of Anaheim - Linda Vista Reservoir and Pump Station • Sandra Day O'Connor Federal Courthouse, Phoenix AZ • Funaro Corporate Offices at One Penn Plaza, New York NY Master Plan for Cathedral City Civic Center, Cathedral City CA • Solon 94 and Residence, New York NY 25a—,4 N�fSafPAga RFP 28 .. + e r9 Page 28 Experience: Years of Experience: 11 Years with GPa: 11 Education: B. Arch., 2006, Architecture, University of California, Berkeley Space Cynthia Perez Designer Role in the Project: Ms. Perez works closely with the Project Architect and Principal with the coordination of team members. She handles product research, color/material for furniture selection, and 3-D renderings. In addition, she is also involved in the coordinating production of construction documents, administration of the bidding process, and construction administration. Experience with the requirement and tasks: Ms. Perez has experiences working through all project stages process. Moreover, she worked on many types of project, such as municipal, administration office, pump station, maintenance facility, firing range, training facility and corporate yard. Relevant Experience: Mojave Water Agency - Need Assessment, New Agency Headquarters Facility, and Central Operation Center • Marine Corporation Community Services - Indoor Firing Range Yorba Linda Water District - New Administration Facility • Moulton Niguel Water District - Need Assessment on Administration Building • City of San Gabriel - Maintenance Facility Yard City of Riverside - Pyrite Canyon Water Treatment Facility • City of Westminster - Corporate Yard, Maintenance Facilities, Police Department, and Boy and Girl Club City of Fullerton - Public Facility and CNG Station • City of Stanton - Municipal Corporate Facility Yard City of Barstow - Needs Assessment & Conceptual Design for City Hall Campus • Palmdale Water District - Master Plan & CMU Wall for District Headquarters Facility • Water Replenishment District of Southern California -Administration Needs Assessment and Tenant Improvement, Long Beach, CA • University of California, Irvine, Health - On -Call A/E Services University of California, Irvine, Health - Gottschalk Exterior Fagade Renovation City of Burbank - Master Plan for Corporate Yard 25Gw9 419 P C Oi $QO1igRFP Pagee 29 29 ■ Experience: Years of Experience: 3 Years with GPa: 2 Education: B. Arch., 2017, Architecture, NewSchool of Architecture + Design Project Availability: Miranda Luce Key Designer Role in the Project: With three years of experience, Ms. Luce has experiences working on difference stages of the project from schematic design to construction drawing. She works closely with the project architect and principal on graphic presentation, 3D modeling and rendering, detail and construction drawing, and marketing documents. Experience with the requirement and tasks: Ms. Luce has experiences working through all project stages process. Moreover, she worked on many types of project, such as municipal, administration office, pump station, maintenance facility, firing range, training facility and corporate yard. Relevant Experience: • City of Redondo Beach - City Council Chambers ADA Retrofit City of Long Beach - Long Beach Municipal Urban Storm water Treatment Facility Southern California Edison - Seismic Retrofits: Santa Ana, Redlands, Valencia, and Rialto • Southern California Edison - Seismic/ADA Retrofits: Long Beach Inland Empire Utilities Agency - CCWRF Lab and Security Improvements • LADWP -Van Nuys Building Conceptual Design • City of Ontario - Need Assessment on Service Center University of California, Irvine, Health - On -Call Architectural and Engineering Consulting Services • City of Oceanside - Pure Water Treatment Facility Southern California Edison - GO-1 Tenant Improvement BSMWC - Leahy Well • EMWD - Gate 5 Needs Assessment City of North Tustin - Simon Ranch Reservoir • University of California, Irvine, Health - Gottschalk Exterior Fagade Renovation • Water Replenishment District- Field Operations and Storage Annex Needs Assessment City of Anaheim- Linda Vista Electrical Building Qiy of Santa Am- RFP Page 30 Experience: Years of Experience: 22 Registration: 2006, Structural Engineering Certification,CA, S4971 1992, Registered Professional Engineer, CA, CE-49775 Education: B So. 1987, Civil Engineering, University of California, Irvine Space Planning & Architectural Consulting Services (RFP No� Richard Suzuki, P.E., S.E. Structural Engineer Experience with the requirement and tasks: Mr. Suzuki is experienced in all phases of structural engineering and design analysis for different types of structures including mixed -use multi story facility, retail buildings, tilt -up industrial buildings, restaurants, police and fire stations, steel office building and subterranean parking structures. He is involved with the project from the conceptual design all the way though construction by performing site visits during construction as well as the review of various structural submittals. Relevant Experience: Mojave Water Agency - New Agency Headquarters Facility-LEED Gold Palmdale Water District - Master Plan & CMU Wall for facility • Water Replenishment District of Southern California - Administration Needs Assessment and Tenant Improvement • South Coast Water District - Operations Center Facility • Yorba Linda Water District - New Administration Facility Banning Police Department - Banning, CA • University of California Irvine - Student Housing "Puerta del Sol' and "Camino del Sol' - LEED Gold University of La Verne - La Verne, CA • Jurupa Community Services District - Tenant Improvement City of Stanton Maintenance Facility - Stanton, CA Town of Yucca Valley - Facilities Master Plan • City of San Gabriel - Maintenance Facility City of Moreno Valley - Facilities Corporate Yard Needs Assessment and Concept Design • City Maintenance Facility Yard - Santee, CA • City of Paramount - Progress Park Multipurpose Facility City of Paramount - Tenant Improvement • City of Santa Ana - Santa Ana, California (Multiple projects including Fire Station and Community Center Remodel) 2 5 a g4,Q5or9 C Oi $QO1Page RFP 31 .. .. .... P Experience: Years of Experience: 12 Registration: Professional Engineer, CA, M35789 LEED Accredited Professional Education: M.S. Mechanical Engineering, University of Bridgeport (CT), 2006 B.E. Mechanical Engineering, Sarder Patel University (India), 2002 Professional Affiliations: ASHRAE Associate Member since 2006 Space Hiten Sheth P.E., LEED", AP Principal / Mechanical Engineer Role in the Project: As the Principal/Mechanical Engineer, he is committed to managing projects as MEP leader with hands on design work, in-house quality control and coordination between various trades to ensure accuracy in the delivery of every project personally for every client. Experience with the requirement and tasks: Mr. Sheth has more than 10 years of experience of engineering and design for various heating, ventilation and air condifioning systems such as variable air volume system (VAV), constant air volume (DX and Package), chilled water and heating hot water based central plants, variable refrigerant flow system (VRFs), under floor displacement ventilation systems (UFADs) and 100% outside air system for various healthcare and pharmaceutical applications. Mr. Sheth has had large exposure to design of various hypes of occupancies like office spaces, city halls, auditoriums, hospitals, medical office buildings, laboratories, educational and commercial restaurants. Relevant Experience: • City Of Simi Valley (Prime Consultant): Upgrade of existing HVAC system for city hall and DMV building (Double deck AHU upgrade with title 24 compliance and upgrade of existing air distribution system. Pneumatic to DDC controls). A federally funded project (ARRA Stimulus). • DEA - Los Angeles - 40,000 SF TI for existing Federal Facility. 16th Floor Wilshire - Energy Upgrade replacing existing double deck AHUs and CAV system with energy efficient VAV system along with brand new loop air distribution system. • IWBT (Interim West Bus Terminal): Design of waiting area building (50,000 SF) adjacent to Bradley international terminal at LAX. LEED silver project. Fess Parker Waterfront Hotel: 5 star hotel with 200 guest rooms, ball room, spa, commercial kitchen, auditorium, indoor swimming pool, lounges and multipurpose spaces. Approximately 200,000 SF of conditioned space. • Design of various office Tls for Haven Pointe, Rancho Cucamonga. • Various large and mid -size Tls for American Career College in Long Beach and Anaheim campuses. • Owner's representative for American Career College for their Texas and Florida campuses. • USC ophthalmology TI in city of Arcadia. AHU replacement for USC - McKibben Hall. • Various tenant improvement projects at USC's Health science campus, Los Angeles, CA. RFP 25a,406 g C Oi$QO1Pige32 Page ■ Experience: Years of Experience: 26 Registration: Civil Engineer, California 46651 Geotechnical Engineer, CA #2517 Education B.S., Bangladesh Engineering University, 1978 M.S. Civil Engineering, Arizona State University, 1982 Ph.D., Civil Engineering, University of Arizona, 1987 Space Hashimi Quazi, Ph.D., P.E., G.E, Geotech Engineer Role in the Project: In his capacity as Principal in Charge or Project Manager, Dr. Quazi provides quality control, budget oversight, and technical assistance on various types of projects, including pipelines, wastewater treatment plants, reservoirs, and other related studies. He has supervised site investigations and prepared technical reports for facilities located in areas of high liquefaction potential and difficult subsurface conditions. Experience with the Requirement and tasks: Dr. Quazi has over 26 years of experience providing geotechnical engineering services and has earned a reputation for quality work provided in an honest and ethical manner, on time and on budget. He is a member of the Executive Committee responsible for the executive functions. Relevant Experience: • Fox Plaza - Riverside, CA East Valley Water District Administration Building - Highland, CA Eastern Municipal Water District Administration Building Expansion - Perris, CA • Lloyd W. Michael Water Treatment Plant - Rancho Cucamonga, CA Palm Springs Wastewater Treatment Plant Expansion - Palm Springs, CA • Westside Water Reclamation Plant, Phase 3 Expansion - Victorville, CA • John W. North Water Treatment Plant - Grand Terrace, CA Victor Valley Wastewater Reclamation Facility Expansion - Victorville, CA • Temecula Valley Regional Wastewater Plant Expansion - Temecula, CA Hinkley Water Treatment Plant - Redlands, CA RFP 0 2 5 �11M1-407 g CiN of Santa Paggee 33 Experience: Years of Experience: 16 Space Planning & Architectural Consulting Services (RFP Now Tammy Allee, P.E., ASD/ASP Civil Engineer Experience with the requirement and tasks: Tamara ("Tammy') Allee has over 16 years of professional civil engineering experience in both the public and private sector. Her background includes general infrastructure and public works improvement projects such as transportation including streets and freeways, site improvements for commercial and public facilities, hydrology and storm drains, water distribution, right-of-way engineering, utility modifications, and retaining walls. Ms. Allee is knowledgeable in coordinating design and production of all civil plans and documents, from preliminary planning through construction. She is accustomed to working with federal, state, county and city jurisdictions. Ms. Allee has extensive experience in QA/QC reviews of engineering plans, documents, reports, bids and specifications. Registration: Role in the Project Professional Engineer, CA, Her experience covers projects from inception to completion including project and program 34277, 1982 management, planning, design, and construction. She has experience in working with both the public and private sector including cities, counties, state agencies, federal agencies, school districts, Qualified SWPPP Developer universities, developers, and architects/engineers. & Practitioner, 25572,2015 Relevant Experience: Education: • Inland Empire Utility Agency - Maintenance and Operations Center Facility • Eastern Municipal Water District - Gate 5 Feasibility Study B.S., 1979, Civil Engineering, University of California, Irvine 1-5 at Washington Blvd - Commerce, CA • 1-605 / Carson Street Interchange - Long Beach, CA Water Replenishment of Southern California, Field Operations and Storage Annex - Lakewood, CA 1-5 Managed Lanes PS&E - Rialto, CA • SR-210 / Pepper Avenue Interchange PS&E - Corona, CA 1-710 Freight Corridor Segments 1-7 SWDR & WQAR - Long Beach, CA • 1-15 / Cajalco Road Interchange Reconstruction, PBS&J - Corona, CA • SR-22 Eastbound Beach Boulevard to Orange Crush, - Costa Mesa, CA State Route 1 and Huntington Street in Huntington Beach - Huntington Beach, CA • John Wayne Airport Fuel Tank Storage Facility in Orange County - Tustin, CA Qiy of Santa Am- RFP Page 34 Experience: Years of Experience: 36 Registration: Registered Architect, CA, C-20840 Education: B. Sc., 1973, Landscape Architecture, California State Polytechnic University, Pomona Professional Affiliations: American Society of Landscape Architects Space Harry Kobzeff, ASLA Landscape Architect Role in the Project: Mr. Kobzeff has worked closely with both developers and architects to establish project programs and to carry them out successfully from the early design stages through to the finished product. He design and supervise all projects, as well as revise drawings and design. Experience with the Requirement and tasks: Mr. Kobzeff has managed many projects within a wide range of types, sizes, and jurisdictions. In the public sector, he has met with concerned citizen and special interest groups to evaluate public priorities, as well as local government groups to establish municipal project goals and direction. He is experienced in the governmental, commercial, industrial, institutional, recreational and residential markets in southern California, northern California, Arizona, Texas and Colorado. Relevant Experience: Mojave Water Agency - New Agency Headquarters Facility • Yorba Linda Water District - New Administration Facility City of Stanton Maintenance Facility - Stanton, CA City of San Gabriel - Maintenance Facility • Long Beach Water District Headquarters - Long Beach, California City of Paramount - Progress Park Multipurpose Facility • City of Corona Corporate Yard - Corona, CA • City of Santa Clarita, Consultant to Parks and Recreation Design, Monitoring and Supervising Landscape Maintenance Districts; City of Santa Clarita, California • Santa Clarita Metrolink Station and Slope Refurbishment; Santa Clarita, California County of Los Angeles, Los Angeles County Water Works Vista Irrigation District - Vista, California (54,000 SF Administrative, Operations and Maintenance Campus) LCS Building, Glendale Community College - Glendale, CA • Mark Twain Library - Long Beach, CA • Bernards Brothers Corporate Headquarters - San Fernando, CA 0 2 RFP 5 �1Rwg�fclMIENI , CiN of Santa Paggee 35 Experience: Years of Experience: 20 Certification: Construction Specifications Institute (CSI) Construction Documents Technologist (CDT) CSA America's Greenhouse Gas (GHG) Inventory Quantifier (GHG-IQ) certification. California and Metropolitan Water District Small Business Certified. Federal CCR Trading Partner Certified LEED Accredited Professional Education: B.S., 1984, Geosciences, University of Arizona, Tucson, Arizona MASc., 1988, Environmental Engineering, University of British Columbia, Vancouver, B.C. Professional Affiliations: Member, USGBC Orange County Member, USGBC Los Angeles County Member, USGBC San Diego County Construction Specifications Institute Green Roofs for Healthy Cities Green Roof 101, 201, and 301 Trainer Build It Greenw Space Brad Miller. LEED", AP. GHG-IQ. CDT LEED Consultant Experience with the requirement and tasks: Mr. Brad Miller, LEED AP, CDT, GHG-IQ is the Founder and Principal of Healthy Buildings (Formerly Environmental Concepts Company). Brad has over 20 years of experience in the environmental consulting, contracting and manufacturing industry. One reason Brad founded Healthy Buildings was due to a void of consultants in the sustainability industry possessing a background of Environmental Engineering and Earth Sciences. Relevant Experience: Mojave Wafer Agency, New Agency Headquarters Facility, Town of Apple Valley, CA (LEED Gold) Newport Beach Civic Center and Park, Newport, CA (LEED Gold) • Costa Mesa Sanitary District Corporate Yard, Costa Mesa, CA (LEED Platinum) UCI Medical Center - On -Call LEED Sub -consultant, A/E Services, Orange, CA • Barstow Community Center, Barstow, CA • Bernardo Terrace Corporate Center, Rancho Bernardo, CA City Parkway West Offices, Orange, CA • Claremont MOB, Claremont, CA Hanover Strata Luxury Apartments, San Diego, CA Cricket Wireless Corporate Headquarters, San Diego, CA • Lawndale Community Center, Lawndale, CA Pinon Hills Community Church, Farmington, NM • Saddleback Church Student Zone, Lake Forest, CA • Waxie Sanitary Livermore Warehouse EBOM, Livermore, CA Waxie Sanitary Supply Distribution Centers, Utah and Arizona RFP 0 2 5 �11M1vg�fchlle0, CiN of Santa Paggee 36 We propose to furnish the services based on the hourly billing rates listed below for the services associated with this project. Often we propose an "hourly not to exceed" contract at the beginning of our process. Below is a schedule of hourly billing rates. We tailor our scope and subsequent fee proposals to accommodate the scope of work realizing that there is latitude in both parameters to be discussed during the contract negotiation. These rates we propose will be valid for the contract duration. SCHEDULE OF HOURLY BILLING RATES ARCHITECTURE STRUCTURAL ENGINEER LANDSCAPE ARCHITECT Principal...................................185 Principal ................................... 225 Managing Principal...... Project Director ..........................155 Sr. Engineer VP. ........................... 190 Principal In Charge....... Project Architect .........................135 Sr. Assoc. Engineer ....................... 175 Project Manager........... Job Captain...............................95 Project Engineer ........................... 165 Job Captian............... CAD Tech...................................85 Draft Person ........... ,,,,,,,,,,,,,,,,,,,..105 Draft Person............... Clerical ......................................65 Principal/Consultants. Prinicipal Professional... Senior Professional ................ Project Manager ................. Project Professional .............. Sr. Staff Professional ............. Staff Professional ................. MEP ENGINEER, FIRE. SECURITY + AV CIVIL ENGINEER .....180 Project Principal ..........................270 Project Principal ......................... ,165 ......170 Project Manager .........................225 Project Manager ..................... — 150 ......150 Project Engineer ...........................180 Project Engineer ........................... 130 ......150 Engineer......................................150 Engineer ...................................... 115 ......135 Designer.....................................140 Senior Designer ............................ 110 ......110 CADTechnician ............................135 Junior Designer .............................. 90 ......100 Clerical.........................................95 CAD Technician ............................ 80 Clerical.........................................65 CAL GREEN + LEED CONSULTANT Project Principal ...........................175 Project Professional ......................110 CONSULTANTS When additional consultants are needed, we will be the primary point of contact and the team leader. Our contract will include and convey all consultant fees and contracts as a subcategory of our fee and services. Consultant fees will be charged with an additional 15% management and coordination fee. REIMBURSABLES In our contract we often have a reimbursable allowance. This reimbursable allowance covers fees beyond general B&W printing fees on standard ledger or tabloid size paper. Government fees, delivery costs (such as United Parcel Service charges), and the costs of special sized prints/ reproductions are not included in our fee. These items are "reimbursable" items and will be shown separately on our invoice with a 10% coordination fee. List of reimbursable charges and rates: Printing Reimbursable price range between 0.10 - 4.25 per sf depending on printing type and paper Package and Shipment rates UPS services fee depend on package weight and distance MILEAGE GPa bases our standard mileage rates for the use of a vehicle such as a car, van SUV or pickup will be: 58 cents per mile for business miles based on State of California Employers Association 2020 Mileage Reimbursement Rates Effective January 1, 2020. PERCENTAGE INCREASE GPa's fee shall increase an additional 3 percent for each additional 1 year renewal thereafter. RFP 25G�-411 N�fSafPg 01 9 c ec or9 Page Ol AGREEMENT TO PROVIDE ON -CALL SPACE PLANNING AND ARCHITECTURAL CONSULTING SERVICES THIS AGREEMENT is made and entered into this 17th day of November, 2020 by and between CAP Architecture, Inc. ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On March 30, 2020, the City issued Request for Proposal No. 20-040, by which it sought qualified consultants to provide on -call space planning and architectural consulting services for the City's Public Works Agency. B. Consultant submitted a responsive proposal that was among those selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 20-040. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES On an on -call basis, and at the City's sole discretion, Consultant shall perform the services described in the scope of work that was included in REP No. 20-040, which is attached as Exhibit A, and as more specifically delineated in Consultant's proposal, which is attached as Exhibit B and incorporated in full. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit B. Consultant is one of ten (10) consultants selected to provide services on an on -call basis under REP No. 20-040. The total annual compensation for these services provided by all such consultants selected under REP No. 20-040 shall not exceed the shared aggregate amount of $300,000 during the term of the Agreement, including any extension periods. 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. 25,94.12 Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals and Scope of Work, which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on November 16, 2023, unless terminated earlier in accordance with Section 17, below. The term of this Agreement may be extended for two 1-year periods upon a writing executed by the City Manager and City Attorney. 4. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. Ifthe services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONSULTANT Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all 25,Pz4#-13 Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subconsultants, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. hi accordance with the California Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect, by Consultant, without thirty (30) days prior written notice to the City. (iv) Consultant shall supply City with a fully executed additional insured endorsement. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, Consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant or its subconsultants, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 25,OT4f15 10. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 11. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) 2��s41f�C P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: (714) 647-6956 Executive Director Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, CA 92702 To Consultant: CAP Architecture, Inc. 8700 Warner Ave, Suite 280 Fountain Valley, CA 92708 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these timeframes, weekends, federal, state, County or City holidays shall be excluded. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the' City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Consultants retained by City. 20,ps4#-17 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. TERNIINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 18. NON-DISCRIA/HNATION Consultant shall not discriminate because of race, color, creed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 19. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 20. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of 20,94.18 Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 21. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: DAISY GOMEZ Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By: 7�" -f�& J M. FUNK Sr. Assistant City Attorney FOR APPROVAL NABIL SABA, PE Executive Director Public Works Agency CITY OF SANTA ANA KRISTINE RIDGE City Manager CONSULTANT CATHLRIAE E:.�.D Title: CEO 26G419 EXHIBIT A Appendix ATTACHMENT SCOPE OF WORK CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR SPACE PLANNING AND ARCHITECTURAL SERVICES RFP NO.: 20-040 Introduction and Background: The City of Santa Ana intends to retain Space Planning and Architectural Services on an as -needed or "on -call' basis. A Professional Services Agreement will be entered into with several of the qualified firms/consultant(s) to provide space planning and architectural services for a variety of projects on an on -call basis. Areas of responsibility shall include architectural, space planning, structural, construction management, mechanical and electrical engineering, ADA survey, and move management services. On an on -call, as -needed basis, the selected firm(s) may be asked to provide professional services on specific, project -by -project basis, based on an agreed -upon scope of services and fees. All proposals, plans, drawings, specifications, estimates, grant applications, and/or studies will be subject to the final approval and satisfaction of the City of Santa Ana. The architects and engineers in the firm must be licensed and legally qualified in the State of California to practice the work for which consideration is requested. Selected firm(s) shall have the necessary qualifications and experience to provide space -planning, architectural, and engineering consulting services to the City. Services may involve all or some of the phases of project development and shall include, but not necessarily be limited to, the following activities: Site Analvsis Perform site analysis during initial design work. This may include site visits, photographs, analysis of existing space(s), meetings with various City departments to discuss specific space requirements. Conceptual Lavouts/Space Planning Prepare alternative preliminary space layouts, including engineering details and engineering calculations, and estimates of probable costs for each alternative. Present information to the City along with a written response of the advantages and disadvantages of each alternative plan taking into consideration operational, programmatic, adjacency needs and appropriate design standards. Permits/City Approvals (City as regulatory agency) Assist City departments in obtaining entitlements, permits and other City approvals, as required. Architectural, Interior Design, and Engineering Services Provide architectural, structural, mechanical and electrical engineering services and cost City estimating services during the schematic design, design development and construction document phases. Work products shall include engineering details, engineering calculations, architectural plans, and elevations, material specifications, cost estimate, and final plans and specifications. Prior to acceptance of design, Consultant is to prepare a summary report detailing the effort of utility coordination, IT coordination, and due diligence for the City's review and acceptance. Third -party cost estimate and constructability review may be included in the design effort at the City's request. 1. Schematic Design: Develop schematic design site plan drawings illustrating the scale and relationship of project components. 2. Design Development: Prepare design development package consisting of: a) Drawings and other documents that outline repairs or solutions and describe the size and character of the project with respect to architectural, interior, structural, mechanical and electrical systems b) Materials and samples c) Other required elements based on the approved schematic design documents. Designs must comply with the current Building codes and any other City requirements. Additional site visits and coordination with City departments will be required to ensure that design development meets the department's needs. 3. Construction Documents: Prepare construction documents consisting of plans and specifications, calculations, and cost estimates setting forth in detail the requirements for the construction of the project based on the approved schematic design and design development documents. The construction documents will include, but not limited to: plans, details, and specifications for structural, electrical, mechanical, plumbing, ADA requirements, parking, and landscaping; all fully coordinated with the architectural design. Plans should include recommendations for green building standards and sustainable development to reduce costs, improve the health of building occupants, and reduce the negative impacts to the environment. A refined cost estimate based on the final construction documents shall also be prepared. There shall be no additional costs due to revisions of the drawings to bring the design up to code compliance. Assist the City departments in obtaining reviews and approvals from applicable public agencies for design reviews, plan checks, and permits. Assist the City in obtaining all required permits, reports, and other information to bid the project. The City will pay all permit fees. The Consultant shall be required to provide continued communication and feedback with various City personnel throughout the process to provide a cost-effective and quality design that meets the needs of the client department(s). Post Design Services At the City's sole discretion, assist the City Department(s) with the following services. 1. Bidding a) Preparing bid documents and packages b) Answering bidder's questions City c) Scheduling and attending pre -bid conferences and job/site walks d) Preparing bid addenda e) Preparing bid analyses and reviewing and responding to bidders' submittals, such as shop drawings, product data, samples and proposed equivalent products and materials. 2. Construction and Construction Management a) Prepare "as -built" drawings, in current CAD format, as required b) Visit construction site as needed to monitor quality of the work and resolve construction issues. c) Assist engineer, consultant and inspector with interpretation of the following: • Plans and specifications • Analysis of change conditions • Development of corrective actions • Review of shop drawings and other submittals • Review, negotiation and preparation of change orders d) Manage the construction phase and coordinate construction meetings to ensure the project is completed on time and within budget. • Provide weekly estimates of percent of work completed • Approve vendor invoices for submittal to the City. Move Management Services At the City's sole discretion, assist the City Department(s) with the following services. • Survey all existing items to relocate. • Meet with client and the client's furniture vendor to verify the placement of all items for move. • Third party/peer review of architectural plan(s). • Prepare move plans to show numbering system for ease of labeling boxes and items to move. • Prepare "move in" sketches for mover use, showing office and common area layouts. • Coordinate with the City's Telecommunication Services and instruct staff in preparing for the move. • Coordinate and closely supervise move labor. • Be responsible for all post -move follow-up. Special Services • Complete the State of California ADA surveys. • Provide value engineering services upon request. • Complete LEED Certification documentation upon request. Plans and Documents All plans and other documents prepared by the Consultant on behalf of the City shall become sole property of the City. All documents and files must comply with current requirements set forth by the various entities for record retention. Fee Proposal: In addition to Section III.B.3 (Submittal Requirements: Fee Proposal) fee schedule shall be structured as follows: City The fee proposal shall include the firm's standard hourly fee schedule, and/or project fee schedule where applicable and as outlined in this document. A list of all positions and hourly rates required to perform the services described herein. A more detailed scope of work will be provided when/if a specific project proposal is requested of a consultant. Other Terms and Conditions: 1. The project will be implemented in compliance with the City of Santa Ana's policies, as well as Prevailing Wages and State/Federal Requirements. 2. The City regards the inclusion of California based designs, engineering, and construction professionals, facilities, and services as part of the Team to be highly desirable, but not mandatory. 3. The City reserves the right to amend this Request for Proposal by addendum prior to the final dates of submission. 4. All reports, proposals, or other data or materials which are submitted shall become the sole property of the City of Santa Ana with the exception of the confidential Financial Capacity information and sealed fee proposals which will be returned to all proposers after award of contract to the selected Proposer. 5. All products used or developed in the execution of any contract resulting from this request will remain in the public domain at the completion of this project. 6. The City has an affirmative action program. The purpose of the affirmative action program is to encourage certified minority business enterprises and women business enterprises. All submitting firms must have established affirmative action programs approvable by the City. During the RFP stage, all firms will need to complete a "Certification of Non -Discrimination by Contractors" for each firm on their team. City EXHIBIT B ARCHITECTURE 8700 WARNER AVE • SUITE 280 • FOUNTAIN VALLEY • CA 92708 Col r W9161 WA0k revel►rel REQUEST FOR PROPOSALS FOR SPACE PLANNING AND ARCHITECTURAL SERVICI RFP NO.: 20-040 1. STATEMENT OF QUALIFICATIONS A. COVER LETTER We are pleased to present qualifications of our firm, CAP Architecture in conjunction with IMEG Corp, to provide professional services for the City of Santa Ana. The firm was founded by Catherine Peppard, AIA, in 2011 and the office is based in Fountain Valley, within proximity of Santa Ana. She is personally and actively involved in each of the firm's projects and should Cap Architecture be selected, she is committed to be fully engaged and hands-on. Primary Point of Contact: Catherine Peppard, Cap Architecture Inc., 8700 Warner Ave, Suite 280, Fountain Valley, Ca 92708 Phone: 714.978.2550 Cap Architecture Inc. holds the following certifications. State of California Small Business (SB) certification, # 1797270 City of Long Beach Small Business certification, # 288365 WOSB certified. B. CONTRACT AGREEMENT STATEMENT Cap Architecture Inc. concurs with all provisions as contained in the Agreement attached as Attachment 2 in the Appendix of the above RFP. Cathenr e Teppov( Catherine Peppard, Date:04/20/2020 Member Rotary Club of Santa Ana 25U-424 C. FIRM AND TEAM EXPERIENCE Cap Architecture Inc is an architectural firm with extensive experience in producing design and construction documents for tenant improvements and associated services. The majority of our projects are within existing structures and so our services are more tailored and unique to the challenges that come with the unknown. We are thorough in compiling existing documentation including field verification of existing conditions and measurements, creation of construction documents to reflect known conditions and allow for unseen solutions, and especially speedy resolution of RFIs and submittals. We provide full turn -key services, some of which include: • Survey, assessment and reporting of existing conditions. • Comprehensive Design and Construction documents including specifications. • Specific and custom detailing for unique conditions. • Full support during construction including field reports, documentation and continuous liaison with owner and contractor. Cap Architecture has teamed with IMEG as our MEP consultant for this project. Our firms have successfully completed multiple projects together for the Orange County Public Works Department, OC Public Libraries, Disneyland Resorts, Los Angeles Unified School District and the OC Sheriff -Coroner Department. The following is a list of Key Personnel: Position Main Lead Secondary Lead Architect Catherine Peppard (Primary Contact) Michael Shewbridge Structural Eng. Terry Tsang Arbi Melekian Mechanical Eng. Bob Okajima Efrain Gonzales Electrical Eng Tiffiny Mansouri Boris Arutyunyan Plumbing Engineer Korey Kowata Stephen Moes Pro)ec[ WL�.dM�ch.mc.11 Terry Korey TifI M �� ORGANIZATION CHART 256GE425 ARCHITECTURE 8700 WARNER AVE • SUITE 280 • FOUNTAIN VALLEY • CA 92708 CATHERINE A. PEPPARD Architect, State of California, Registration #C29591, Summary: Ms. Peppard has been in the Architectural and Engineering profession since 1981, when she graduated from college in Ireland. After 9 years of international experience, she relocated to California where her experience expanded to managing new build and tenant improvement projects for public works and major amusement centers. Following a 5 year interlude with a major wireless telecommunication firm as a Field Engineer, she joined MSA Architecture & Planning as a partner in 2003. She started her own architectural practice, CAP Architecture, in 2011. Catherine's experience in the Architectural and Engineering Industry is extensive and spans over 32 years. She is directly involved in her projects from inception, through to construction and final payments, including budgeting and coordination. The scope of her project experience includes institutional, educational, commercial and residential, with an emphasis on modifications, code compliance and upgrading of facilities. Her tenant improvement and modification projects include libraries, shopping malls, offices and public buildings. She has also direct experience and unqualified success with planning and plan check submittal and approvals in over 200 jurisdictions in Southern California. Sample Past Projects and Experience: Orange County Public Libraries • Aliso Viejo Branch, HVAC Replacement • Laguna Beach Branch, Entrance and Roof renovations • Rossmoor Library, Service Area Modifications • Fountain Valley Library, Concrete parapet extensions. Orange County Sheriff's Department • Central Jail Complex, Infrastructure Assessment • Men's Central Jail, Pod A Flood Protection City of Irvine, Public Works Dept. • Northwood Community Park Memorial Expansion • Harvard Park Facility Improvements. 25G-426 Bob 0 ka j i m a, PE, Associate DBIA, LEED AP Mechanical Engineer *IMEG Bob's vast engineering experience includes designing, budgeting, overseeing production, and construction administration. He is involved in a project from initiation to completion, providing comprehensive project knowledge. He is also experienced in coordinating various engineering disciplines, field surveying, and assisting in the permitting process with local, county, state, and federal agencies. Bob specializes in the design and construction of central plants including cogeneration, upgrading of various mechanical equipment and systems, and comprehensive master planning and infrastructure assessments. EXPERIENCE PROJECT EXPERIENCE 30 Total, 25 with Firm EDUCATION Orange County Public Works Department, CA University of Southern California, BS • HVAC and Dehumdification Systems Installation, Modjeska House: $120,000 Mechanical Engineering • Utility Feasibility Study, County Operations Center • AHU Replacements (4), County Operations Center REGISTRATIONS • HVAC and Chiller Replacement, HCA Clinic: $400,000 Professional Engineer • AHU Replacement, (2) Juvenille Hall California (M29915) • HVAC Replacement, OC Courthouse Building • Chiller and Cooling Tower Replacement, Probation Ofice ACCREDITATIONS • 1st and 6th Floor Box Replacements, Brad Gates Building LEED Accredited Professional • County's BMS System Evaluation Central Utility Facility Designated Design -Build Professional • Cogeneration Study (DBIA) 2016 • Seismic Evaluation (Cooling Tower) • Boiler and Electric Steam Turbine Water Pump Study and Installation: $165,000 OC Public Libraries Branches, HVAC Replacement and Infrastructure Upgrades • Aliso Viejo Branch: $300,000 (Chiller and Thermal Energy Storage Replacement) • Laguna Beach Branch:$313,000 • Los Alamitos/Rossmoor Branch: $350,500 • Rancho Santa Margarita Branch: $400,000 Orange County Sherrifs Department, CA • 423,873-sf Central Jail Complex Infrastructure Assessment • DOC System Installation, Men's Central Jail, Women's Central Jail, Intake/ Release Center: $1.2M • HVAC Renovation, Katella Shooting Range: $250,000 • Kitchen Renovation, Men's Central Jail • Pod A Flood Protection, Theo Lacy Facility: $95,000 • Chiller Replacement, Theo Lacy Facility • Lucks Oven Installation, Theo Lacy Facility City of Los Angeles Housing Authority, CA • Union Tower Infrastructure Upgrades: $3M 25G-427 Efrain Gonzalez EXPERIENCE 17 Total, 5 with Firm EDUCATION BS, Mechanical Engineering, CA State University Los Angeles *IMEG Mechanical Design Engineer Efrain has been involved in the mechanical engineering field for more than 16 years. His experience encompasses selection, design and layout of HVAC systems; performing cooling and heating load calculations, providing Title 24 energy compliance analyses, cost estimates, value engineering, specification writing, and construction support. Efrain has designed HVAC systems for medical and laboratory facilities, office buildings, and data centers, schools, and various public work facilities. 9*111]X111WNJ1111a01 : City of Irvine, CA • Rancho Senior Center HVAC (5 Packaged Unitsl and Fire Sprinkler System Replacement Orange County Public Works Department, CA OC Public Libraries, HVAC Replacement and Infrastructure Upgrades • Aliso Viejo Branch, (ChOerand Thermal Energy Storage Replacement) • Laguna Beach Branch • Los Alamitos/Rossmoor Branch • Rancho Santa Margarita Branch Additional County Facilities • HVAC and Chiller Replacement, HCA Clinic • HVAC Replacement, OC Courthouse Building • AHU Replacements (4), County Operations Center • Chiller and Cooling Tower Replacement, Probation Ofice • 1st and 6th Floor Box Replacements, Brad Gates Building Orange County Sherrifs Department, CA • Chiller Replacement, Theo Lacy Facility • Boiler Replacement, Theo Lacy Facility • Remodel, Research & Development Offices • 4th Floor Remodel, PSD, Brad Gates Building • 5th Floor Remodel, CWR, Brad Gates Building 25G-428 Tiffiny Mansouri,RCDD EXPERIENCE 26Total, 22 with Firm EDUCATION BS, Electrical Engineering, CA State University, Fullerton REGISTRATIONS Registered Communication Distribution Design Certification #091462 Senior Electrical Design Engineer *IMEG Tiff iny has more than 25 years of electrical engineering design experience within the education, healthcare, municipal and commercial sectors. She has been responsible for all areas of project engineering including supervision, coordination, and engineering design including preparation of project plans and specifications. Tiffiny's experience includes central plants, normal and emergency power, telecommunications, data transmission, and high -voltage power distribution systems. She has also performed numerous electrical studies including utility master plans, lighting life cycle cost analysis, and value engineering. Her expertise also includes lighting design, fire alarm (single and multi -building), Title 24 compliance, intrusion, and CCTV system design and installation. I9still] X41*'V4»11Ia►194 City of Rancho Cucamonga, CA • New Public Safety Facility City of Riverside, CA • New Training Facility • New Firestations (#33, 34, 35) City of Upland, CA • New Public Safety Building Los Angeles International Airport, Los Angeles, CA • Tom Bradley International Terminal Renovation • Flight Operations Center and Immigration and Customs Enforcement Facilities Renovation Orange County Public Works Department, CA • County Building #10, Fire Alarm Upgrade • Osbourne and Gates Building, Elevator Upgrades Mono County, CA • 5,870-sf New Mammoth Lakes Community Center: $2.7M • 4,000-sf New Mammoth Lakes Police Headquarters: $2M 25G-429 Korey Kowata EXPERIENCE 24Total, 13 with Firm EDUCATION Cal Poly Pomona University, BS Mechanical Engineering *IMEG Plumbing Design Engineer Korey's vast experience in the mechanical engineering industry includes specializing in plumbing and HVAC design for municipal, education commercial and healthcare facilities. His design experience includes new and existing. Korey is responsible for overseeing projects from design through construction, research and application of building, mechanical, plumbing, and fire protection codes, calculations, equipment selection, sizing, project scheduling, specification writing, and punch list observations. PROJECT EXPERIENCE Caltrans District 12 Building, Irvine, CA • New UPS System, Emergency Sanitary Tank, Emergency Water Tank City of San Clemente, CA • New 20,000-sf Fire Station and Senior Center: $4.31V City of Irvine, CA • Rancho Senior Center HVAC (5 Packaged Units) and Fire Sprinkler System Replacement (Bidding) Orange County Sheriff -Coroner's Department (OCSD) • 423,873-sf Infrastructure Assessment, Central Jail Complex • DOC System Installation, Men's Central Jail, Women's Central Jail, Intake/ Release Center: $1.2M • HVAC Renovation, Katella Shooting Range: $250,000 • Kitchen Renovation, Men's Central Jail • Pod A Flood Protection, Theo Lacy Facility: $95,000 • Chiller Replacement, Theo Lacy Facility Orange County Public Works Department, CA • HVAC and Dehumdification Systems Installation, Modjeska House: $120,000 • Utility Feasibility Study, County Operations Center • AHU Replacements (4), County Operations Center • HVAC and Chiller Replacement, HCA Clinic: $400,000 • AHU Replacement, (2) Juvenille Hall • HVAC Replacement, OC Courthouse Building • Chiller and Cooling Tower Replacement, Probation Ofice • 1st and 6th Floor Box Replacements, Brad Gates Building • County's BMS System Evaluation Central Utility Facility • Cogeneration Study • Seismic Evaluation (Cooling Tower) • Boiler and Electric Steam Turbine Water Pump Study and Installation: $165,000 OC Public Libraries Branches, HVAC Replacement and Infrastructure Upgrades • Aliso Viejo Branch: $300,000 (Chiller and Thermal Energy Storage Replacement) • Laguna Beach Branch:$313,000 • Los Alamitos/Rossmoor Branch: $350,500 • Rancho Santa Margarita Branch: $400,000 25G-430 Terry Tsang, PE, SE EXPERIENCE 37 Total, 26 with Firm EDUCATION University of Hawaii, BS Civil Engineering REGISTRATIONS Professional Engineer California (C37328) (S2992), Arizona (S42537), Utah (5369901) AFFILIATIONS ASCE CSHE2992 *IMEG Structural Engineer Terry has been practicing structural engineering for more than 37 years in California, Hawaii, and Hong Kong. His experience includes the design and development of new buildings, modifications of existing structures, and equipment anchorage. His experience includes new libraries, city halls, police/fire facilities and community centers. Terry also has provided structural engineering expertise to existing facilities including infrastructure upgrades, equipment installation, and central plant upgrades. PROJECT EXPERIENCE City of Moreno Valley, CA • New 4,300-sf Emergency Operation Center: $2.6M • New Corporate Yard City of Ontario • New Senior Center City of Riverside • La Sierra Community Center Restroom Remodel • Seismic Evaluation, Ben Clark Training Center • Fire Station # 42 & 64 Structural Evaluation City of Santa Ana, Santa Ana, CA • Peer Review City of Westminster • 33,000-sf New Community Cultural Activity Center: $41V Orange County Public Works Department • 2,100-sf Kitchen Addition, Los Pinos Correctional Facility: $1.3M • Utility Feasibility Study, County Operations Center, • Study and Upgrade, County IT Sourcing Network • Transformer and Switchgear Replacement, Substation A, Buildings A and 12: $1.8M • Elevator Controls Replacement, Gates and Osbourne Buildings: $1.75M Central Utility Facility • Cogeneration Study • Seismic Evaluation (Cooling Tower) • Boiler and Electric Steam Turbine Water Pump Study and Installation: $165,000 OC Public Library Branches, HVAC Replacement and Infrastructure Upgrades • Aliso Viejo Branch: $300,000 • Laguna Beach Branch:$313,000 • Los Alamitos/Rossmoor Branch: $350,500 Orange County Sheriff -Coroner's Department (OCSD) • 423,873-sf Central Jail Complex Infrastructure Assessment • Pod A Flood Protection, Theo Lacy Facility: $95,000 • Chiller Replacement, Theo Lacy Facility: $450,000 25G-431 D. UNDERSTANDING THE NEED The professional services requested by the City of Santa Ana include all the disciplines associated with full design and construction services and scope that runs from project inception to completion and close-out. All these are services that Cap Architecture and IMEG typically provide to our clients; some projects require a limited amount while others will be all-inclusive. Typically, we begin a project systematically with our client in the following sequences, depending on the scope. Scope: Our design team will reiterate the scope and intent to develop a BOD (basis of design) and procedure to best meet the project objectives. It will include verification of existing documents and site conditions to assess existing code and current conditions to recommend the most efficient and practical solutions. We place emphasis on acquiring information on existing conditions, via physical inspections, existing documentation and coordination with client information. Documents: Comprehensive design/bid/construction packages adhering to practical, established planning principals and technical criteria will be created. The documents, in compliance with the relevant state and city code standards, will effectively acknowledge and integrate all code requirements as they relate to the project scope and will include specifications and cost estimates. Full coordination between all disciplines is conducted throughout the project, during document phases and especially at phase delivery to the client. Standard administrative procedure during this phase will include regular meetings and notations, and written documentation of all discussions, changes, directives and observations relating to the project. Approval Process: Meetings will be held with city officials and government compliance entities as required to maintain the agreed -upon schedule and ensure the permit process will proceed smoothly. Construction Support: We also provide Construction Administration support during the bid and construction phase to include review of shop drawings, RFIs and submittals, field observation with notation and photographic documentation and final close out documents at the completion of the project. Closely coordinated planning, effective execution and time management is critical to the successful completion of all projects. Our team will bring all its diverse experience in the field of engineering, infrastructure systems and construction management to each project and incorporate collaborative efforts for an effectual completion. Cap architecture understands the draft scope of work services addresses various projects of varying functions and facilities with very different requirements. In addition, the scope also includes, for all projects, a focus on cost estimates, specifications, materials and code compliance. The majority of our projects to date have included all of the above components which are essential to any complete construction set of documents. Project Management Approach: Our project approach is based on our understanding of the client's scope of work. To obtain a more accurate idea of the scope, we will always walk the site, discuss options with the client and follow up 256G-432 with a full investigation into the current conditions of the project. Ahead of a project, we allocate hours/weeks to a team member to be devoted to that project, but also make back-up available to staff. Our preliminary investigations and subsequent creation of documents are geared to minimize the number of change orders and to control the construction costs. Our investigations are also paramount to determining the best solution approach that will integrate the client intent with current codes, costs, functionality and efficiency. With a defined design and scope, reference to current construction costs manuals and collaboration with the client, our aim is to determine the most accurate project cost. These costs can be affected when working in an existing building/facility where unknowns become a change order during demolition. Meeting a Schedule: Ahead of a project, we allocate hours/weeks to a team member to be devoted to that project, but also make back-up available to staff. If it is necessary to address a critical event in the project that is ahead of the schedule or outside the original scope, we will try to include it in our schedule and sometimes, that will incur our working later hours or weekends. Control of Design Quality: • Project template and standards established and discussed and distributed within team. • All drawings are electronic, and all changes noted and filed, including mark-ups from clients and consultant which are stored in electronic file in a pdf format. • All drawings, prior to issue, to be reviewed by relevant project manager and subsequently by overall project manager to ensure full coordination between disciplines. • All meeting minutes, for in-house, client, consultant and jurisdictional meetings, documented and copied to relevant parties for review and confirmation. • All verbal communication followed up with e-mail confirmation to ensure accuracy of interpretation. • All site visits fully documented. 256433 E. RELEVANT PROJECT EXPERIENCE Central Jail Complex, Santa Ana City of Irvine Deerfield Community Park: Trellis replacement and fire sprinkler design Harvard Park: Community Building and Ballpark upgrades Northwood Community Park: additions to existing memorial. Plaza Park: ADA path -of -travel improvements to playground and restrooms. Animal Care Center: ADA path -of -travel throughout compound. County of Orange Fountain Valley Library: parapet extensions for new roof mounted a/c units including interior renovations. Laguna Beach Library: Interior modifications. Orange County Sheriff -Coroner's Department (OCSD) Orange County Sheriff's Department Central Jail Complex Infrastructure Study: full evaluation of existing structures. New Flood Protection System Installation (Pod A), Theo Lacy Facility REFERENCES: Client Contact Phone Email City of Irvine, Public Works Eric Gruber (949) 724-6689 egruber@ci.irvine.ca.us County of Orange Randy Quillman (714) 647-3949 randy.quillman@ocpw.ocgov.com Orange County Parks Karen Chieng (949) 923-3758 karen.chieng@ocparks.com 29 434 Municipal PROJECT HIGHLIGHTS California Highway Patrol (CHP), San Diego, CA • 56,000-sf New Border Division Replacement Facility: $27M Pursuing LEED Silver Caltrans District 12 Traffic Management Center, Irvine, CA • Emergency Services Upgrade, New 300 KVA UPS, 5,000 Gallon Emergency Water Tank, 5,000 Gallon Sanitary Holding Tank: $1.3M City of Anaheim • Retaining Wall Design, La Palma Avenue: $400,000 • On -Call City of Carlsbad • New 45,501-sf 1st Responder Police/Fire Facility (3 buildings): $16.5M City of Corona • 120,000-sf City Hall Addition and Renovation: $31.7M City of Escondido • New 116,000-sf Police and Fire Department Headquarters Building: $35M City of Hawthorne • New 120,000-sf 911 Communications Authority Building: $20M City of Indio • New 55,000-sf Corporate Yard: $14.8M City of Irvine • Switchboard Upgrades, Heritage Community Center, Rancho Senior Center and Turtle Rock Community Center • Generator Upgrade, Lakeview Senior Center • Rancho Senior Center, HVAC and Fire Protection System Upgrade Harvard Park, Facilities Improvements Northwood Community Park, Lighting Upgrade City of Los Angeles • 30,000-sf New El Cariso Community Regional Park Community Center, Sylmar, CA: $11.51M • 12,500-sf New Robertson Recreation Community Center Addition, Los Angeles, CA: $7M City of San Clemente • New 20,000-sf Fire Station and Senior Center: $4.3M *IMEG County of Orange • Building 10, Fire Alarm Upgrade • Central Utility Facility • Seismic Evaluation (Cooling Tower) • Boiler and Electric Steam Turbine Water Pump Study and Installation: $165,000 • Electrical Distribution Panel Audit, Building C • Elevator Controls Replacement, Gates and Osbourne Buildings: $1.75M • Eckoff Building, Hydraulic Elevator Controllers Replacement (2) • Transformer and Switchgear Replacement, Substation A, Buildings A and 12: $1.8M • County Operations Center (CDC) • Utility Feasibility Study • AHU Replacement (4) • Electrical Distribution Study • 179,725-sf Fire Alarm Upgrade, Gates Building: $600,000 • Evaluation of County's EMS System • HVAC Replacement, OC Courthouse Building Orange County Transportation Authority • Power Upgrades, 107 Bus Shelters Orange County Sheriff -Coroner's Department (OCSD) • Central Jail Complex Infrastructure Assessment • Canner Enterprise System Installation, Headquarters Building: $200,000 • DOC Installation, Intake/Release Center, Men's Central Jail, Women's Jail: $1.2M • Electrical Upgrades, Headquarters Building and Central Jail Complex: $5.1M • Mechanical Systems Assessment, Coroner's Building • Kitchen Upgrade, CCTV Upgrade, HV Power Enhancement, Theo Lacy Facility • New Flood Protection System Installation (Pod A),Theo Lacy Facility: $95,000 • New Basement Holding Tank, Headquarters Building: $50,000 • Boiler Replacement, Theo Lacy Facility • Lucks Oven Installation, Theo Lacy Facility • Chiller #2 Replacement, Theo Lacy Facility • Domestic Water Pump Replacement, CJX • Lighting Upgrade and Fixture Replacement 050), Intake/ Release Center 25G-435 2. SCOPE OF SERVICES AND SCHEDULE Below is an outline of the services requested with an approximate schedule that will vary with the scope of each project. Work Phases Tasks Schedule BOD (Basis of Design) • Establish scope with city. 2-6 weeks • Programming. depending • Outline cost estimates. on • Identify design challenges complexity • Present options. and size of • BOD revised with each project. work phase. Survey, Site Analysis • Existing document 3-6 weeks. verification. • Survey and photographic documents. Schematic • Initial drawings to 4 - 8 weeks, illustrate project — may based on include multiple options. BOD review • Code analysis by all and disciplines. comments. • Renderings of proposed options. • BOD revisions as required. Design Development • Detail plans including 6-10 weeks architectural and other after disciplines as required. schematic • Material and color boards. review. • BOD revisions as required. Construction • Full detailed plans by all 8-12 weeks Documents required disciplines. after design • Calculations development • Specifications review. • Details cost estimates. • Construction schedule. 256-436 Plan Check • Coordination of all 2-4 weeks disciplines to check criteria after met for plan check construction submittal. document • Plan check submittal with review. updates on progress to city. • Revisions, if required, per plan check comments. Bid Set • Revision of CD or Plan 2-4 weeks check set for Bid Set — after plan review with city. check • Schedule and cost approval. estimate updates. • Preparation of documents and packages. Bid Review • Review of all bid 2-3 weeks questions. • Pre -bid meetings and site walks. • Bid analyses and comparison. Construction • Site meetings, Dependent Administration documentation and upon size reports of activity. and • Review RFI's, Submittal, complexity of Substitution requests, project. Change Orders. • Coordinate Bulletins if required. • Review invoices. As-builts/Record • Update all drawings per 4-6 weeks. Documents contractor's mark-ups, site notes, photos, RFIs and shop drawings. • Compile all construction documents and records, including city inspections and final notices. • Provide electronic and paper copies to city. 256 437 Move Management • Initial survey and Dependent inventory of items to be on size and relocated. complexity of • Create existing and new project. plans of layouts. • Establish identification method for all items. • Coordinate and supervise move with contractor and city departments. 256-438 Appendix ATTACHMENT 3 CERTIFICATIONS NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) In conformance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived, or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the B(DDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any other BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non -collusion Affidavit is part of the Proposal. BIDDERS are cautioned that making a false certification may subject the certifier to criminal prosecution. Signed State of California County of - Subscribed and sworn to (or affirmed) before me on this day of , 20_, by , proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me Notary Public Signature Notary Public Seal City of Santa Ana RFP 20-040 26 -4�9 NON-DISCRIMINATION CERTIFICATION The undersigned Contractor or corporate officer, during the performance of this contract, certifies as follows: 1. The Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive cofrsideration for employment without regard to race, color, religion, sex, or national origin. 3. The Contractor shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Contractor shall comply with all provisions of Executive Order 11246 of September 24. 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Contractor shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Contractor's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965. and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. City of t na, 060-040 NON -LOBBYING CERTIFICATION The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities," in conformance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such subrecipients shall certify and disclose accordingly. Signed: a6w kel,(MA Title: Firm: (,fir-pS12.Gt t-1 JiTum W,,- Date: City of Santa Ana RFP 20-040 25G'-41 7. The Contractor shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Contractor becomes involved in, or is threatened with, litigation with a subcontractor or Contractor as a result of such direction by the administering agency, the Contractor may request that the United States enter into such litigation to protect the interests of the United States. 8. Pursuant to California Labor Code Section 1735. as added by Chapter 643 Stats. 1939, and as amended, no discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any Contractor of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter. ' Signed: ((�` Title: (/rlo Firm: 6Ar .A"[Te�c-fVy-e (NL Date: %0 kV /t l -2020 0 ARCHITECTURE 8700 WARNER AVE • SUITE 280 • FOUNTAIN VALLEY • CA 92708 SCHEDULE OF FEES FOR ARCHITECTURAL SERVICES The fee for our services will be based on the charges listed below. All fee quotations are applicable for a period of 90 days from the date of the proposal to which this schedule is attached. We reserve the right to modify these rates upon 30 days advance notice. PERSONNEL HOURLY RATES Principal Architect $168 Project Manager $132 CADD Operator $82 Clerical $72 Cost Estimator $155 These rates apply to regular time and travel time in the continental United States. A maxi- mum travel time of eight hours will be charged in any day. Overtime, if required in the in- terest of the project, will be charged at the above rates for professional personnel and at 1.5 times the above rates for other personnel. Overtime will apply to time in excess of forty hours per week and in excess of eight hours per day and all time on Saturdays, Sundays, and holidays. Reimbursable expenses are in addition to personnel rates. Reimbursables will be billed at cost except as noted below. MISCELLANEOUS CHARGES Plotting (except for in-house use) $3.50/sheet Photo Copy $0.15/page PAGE 1 25G-443 Hourly Rates Client Executive/Market Director $2 Project Executive $225 Senior Engineer Technical Specialist $210 Senior Engineer III $200 Senior Engineer II $18� Senior Engineer Project Engineer II $15 Project Engineer $130 Engineer $120 Senior Designer Technical Specialist $190 Senior Designer III $180 Senior Designer II $165 Senior Designer $150 Project Designer II $140 Project Designer $13� Designer IV $120 Designer III $115 Designer II $110 ' Designer $100 ' Senior Virtual Design Coordinator $105 - Virtual Design Coordinator $100 Virtual Design Technician $85 Administrative Assistant $7� Senior Construction Administrator $155 Construction Administrator $125 Senior Commissioning Authority/Engineer $185 Project Commissioning Authority/Engineer s $140 Commissioning Authority/Engineer ' $120 M Senior Medical Equipment Planner $19 Medical Equipment Planner $140' *Adjusted annually Rates are for U.S.-based staff. International staff may have different billing rates and are available upon request. Reimbursable Expenses: 41MEG Invoiced with a 1.1 multiplier of actual cost, including: • CAD plots, reproductions and delivery costs of drawings, specifications, and duplicate reports beyond one set provided at each normal stage of review • Reproduction of drawings on Mylar media • Plan review fees or imposed government agency fees • Premium delivery charges • Photographic supplies and developing • Meals and lodging when required to travel overnight • State filing and/or permit fees related to energy life -cycle costs • Necessary consultants • Travel expense at 575 cents per mile by auto and/or out of pocket expense for air travel 25G-444 DocuSign Envelope ID: 1BA90275-0048-437F-ACEC-13F73597F313 EXHIBIT 10 AGREEMENT TO PROVIDE ON -CALL SPACE PLANNING AND ARCHITECTURAL CONSULTING SERVICES THIS AGREEMENT is made and entered into this 17th day of November, 2020 by and between Ware Malcomb ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On March 30, 2020, the City issued Request for Proposal No. 20-040, by which it sought qualified consultants to provide on -call space planning and architectural consulting services for the City's Public Works Agency. B. Consultant submitted a responsive proposal that was among those selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 20-040. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES On an on -call basis, and at the City's sole discretion, Consultant shall perform the services described in the scope of work that was included in RFP No. 20-040, which is attached as Exhibit A, and as more specifically delineated in Consultant's proposal, which is attached as Exhibit B and incorporated in full. 2. COMPENSATION a. City neither warrants nor guarantees any minimum or maximum compensation to Consultant under this Agreement. Consultant shall be paid only for actual services performed under this Agreement at the rates and charges identified in Exhibit B. Consultant is one of ten (10) consultants selected to provide services on an on -call basis under REP No. 20-040. The total annual compensation for these services provided by all such consultants selected under REP No. 20-040 shall not exceed the shared aggregate amount of $300,000 during the term of the Agreement, including any extension periods. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of 20,0445 DocuSign Envelope ID: 1BA90275-0048-437F-ACEC-13F73597F313 performance set forth in the Recitals and Scope of Work, which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and terminate on November 16, 2023, unless terminated earlier in accordance with Section 17, below. The term of this Agreement may be extended for two 1-year periods upon a writing executed by the City Manager and City Attorney. 4. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. Ifthe services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to Bally comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONSULTANT Consultant shall, during the entire term of this Agreement, be construed to be an independent Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents 201Or4146 DocuSign Envelope ID: 1BA90275-0048-437F-ACEC-13F73597F313 & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subconsultants, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. hi accordance with the California Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be cancelled 20A3447 DocuSign Envelope ID: 1BA90275-0048-437F-ACEC-13F73597F313 or reduced in coverage or changed in any other material aspect, by Consultant, without thirty (30) days prior written notice to the City. (iv) Consultant shall supply City with a fully executed additional insured endorsement. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, Consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant or its subconsultants, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 25,OT4148 DocuSign Envelope ID: 1BA90275-0048-437F-ACEC-13F73597F313 10. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 11. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) 2019.; 9 DocuSign Envelope ID: 1BA90275-0048-437F-ACEC-13F73597F313 P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: (714) 647-6956 Executive Director Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, CA 92702 To Consultant: Ware Malcomb 10 Edelman Irvine, CA 92618 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these timeframes, weekends, federal, state, County or City holidays shall be excluded. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the' City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Consultants retained by City. 20,PA50 DocuSign Envelope ID: 1BA90275-0048-437F-ACEC-13F73597F313 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. TERNIINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 18. NON-DISCRIA/HNATION Consultant shall not discriminate because of race, color, creed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 19. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 20. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of 2W74 1 DocuSign Envelope ID: 1BA90275-0048-437F-ACEC-13F73597F313 Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 21. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: DAISY GOMEZ Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By: ilk. -f�L J HN XI. FUNK Sr. Assistant City Attorney RECOMMENDED FOR APPROVAL NABIL SABA, PE Executive Director Public Works Agency CITY OF SANTA ANA KRISTINE RIDGE City Manager CONSULTANT oocusiynea by: E 6bk 5WAL 0C768E13FF2B4B5_. Name: To f n s oane Title: CFO / EVP 2519s4152 DocuSign Envelope ID: 1BA90275-0048-437F-ACEC-13F73597F313 EXHIBIT A Appendix ATTACHMENT SCOPE OF WORK CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR SPACE PLANNING AND ARCHITECTURAL SERVICES RFP NO.: 20-040 Introduction and Background: The City of Santa Ana intends to retain Space Planning and Architectural Services on an as -needed or "on -call' basis. A Professional Services Agreement will be entered into with several of the qualified firms/consultant(s) to provide space planning and architectural services for a variety of projects on an on -call basis. Areas of responsibility shall include architectural, space planning, structural, construction management, mechanical and electrical engineering, ADA survey, and move management services. On an on -call, as -needed basis, the selected firm(s) may be asked to provide professional services on specific, project -by -project basis, based on an agreed -upon scope of services and fees. All proposals, plans, drawings, specifications, estimates, grant applications, and/or studies will be subject to the final approval and satisfaction of the City of Santa Ana. The architects and engineers in the firm must be licensed and legally qualified in the State of California to practice the work for which consideration is requested. Selected firm(s) shall have the necessary qualifications and experience to provide space -planning, architectural, and engineering consulting services to the City. Services may involve all or some of the phases of project development and shall include, but not necessarily be limited to, the following activities: Site Analvsis Perform site analysis during initial design work. This may include site visits, photographs, analysis of existing space(s), meetings with various City departments to discuss specific space requirements. Conceptual Lavouts/Space Planning Prepare alternative preliminary space layouts, including engineering details and engineering calculations, and estimates of probable costs for each alternative. Present information to the City along with a written response of the advantages and disadvantages of each alternative plan taking into consideration operational, programmatic, adjacency needs and appropriate design standards. Permits/City Approvals (City as regulatory agency) Assist City departments in obtaining entitlements, permits and other City approvals, as required. Architectural, Interior Design, and Engineering Services Provide architectural, structural, mechanical and electrical engineering services and cost City DocuSign Envelope ID: 1BA90275-0048-437F-ACEC-13F73597F313 estimating services during the schematic design, design development and construction document phases. Work products shall include engineering details, engineering calculations, architectural plans, and elevations, material specifications, cost estimate, and final plans and specifications. Prior to acceptance of design, Consultant is to prepare a summary report detailing the effort of utility coordination, IT coordination, and due diligence for the City's review and acceptance. Third -party cost estimate and constructability review may be included in the design effort at the City's request. 1. Schematic Design: Develop schematic design site plan drawings illustrating the scale and relationship of project components. 2. Design Development: Prepare design development package consisting of: a) Drawings and other documents that outline repairs or solutions and describe the size and character of the project with respect to architectural, interior, structural, mechanical and electrical systems b) Materials and samples c) Other required elements based on the approved schematic design documents. Designs must comply with the current Building codes and any other City requirements. Additional site visits and coordination with City departments will be required to ensure that design development meets the department's needs. 3. Construction Documents: Prepare construction documents consisting of plans and specifications, calculations, and cost estimates setting forth in detail the requirements for the construction of the project based on the approved schematic design and design development documents. The construction documents will include, but not limited to: plans, details, and specifications for structural, electrical, mechanical, plumbing, ADA requirements, parking, and landscaping; all fully coordinated with the architectural design. Plans should include recommendations for green building standards and sustainable development to reduce costs, improve the health of building occupants, and reduce the negative impacts to the environment. A refined cost estimate based on the final construction documents shall also be prepared. There shall be no additional costs due to revisions of the drawings to bring the design up to code compliance. Assist the City departments in obtaining reviews and approvals from applicable public agencies for design reviews, plan checks, and permits. Assist the City in obtaining all required permits, reports, and other information to bid the project. The City will pay all permit fees. The Consultant shall be required to provide continued communication and feedback with various City personnel throughout the process to provide a cost-effective and quality design that meets the needs of the client department(s). Post Design Services At the City's sole discretion, assist the City Department(s) with the following services. 1. Bidding a) Preparing bid documents and packages b) Answering bidder's questions City DocuSign Envelope ID: 1BA90275-0048-437F-ACEC-13F73597F313 c) Scheduling and attending pre -bid conferences and job/site walks d) Preparing bid addenda e) Preparing bid analyses and reviewing and responding to bidders' submittals, such as shop drawings, product data, samples and proposed equivalent products and materials. 2. Construction and Construction Management a) Prepare "as -built" drawings, in current CAD format, as required b) Visit construction site as needed to monitor quality of the work and resolve construction issues. c) Assist engineer, consultant and inspector with interpretation of the following: • Plans and specifications • Analysis of change conditions • Development of corrective actions • Review of shop drawings and other submittals • Review, negotiation and preparation of change orders d) Manage the construction phase and coordinate construction meetings to ensure the project is completed on time and within budget. • Provide weekly estimates of percent of work completed • Approve vendor invoices for submittal to the City. Move Management Services At the City's sole discretion, assist the City Department(s) with the following services. • Survey all existing items to relocate. • Meet with client and the client's furniture vendor to verify the placement of all items for move. • Third party/peer review of architectural plan(s). • Prepare move plans to show numbering system for ease of labeling boxes and items to move. • Prepare "move in" sketches for mover use, showing office and common area layouts. • Coordinate with the City's Telecommunication Services and instruct staff in preparing for the move. • Coordinate and closely supervise move labor. • Be responsible for all post -move follow-up. Special Services • Complete the State of California ADA surveys. • Provide value engineering services upon request. • Complete LEED Certification documentation upon request. Plans and Documents All plans and other documents prepared by the Consultant on behalf of the City shall become sole property of the City. All documents and files must comply with current requirements set forth by the various entities for record retention. Fee Proposal: In addition to Section III.B.3 (Submittal Requirements: Fee Proposal) fee schedule shall be structured as follows: City DocuSign Envelope ID: 1BA90275-0048-437F-ACEC-13F73597F313 The fee proposal shall include the firm's standard hourly fee schedule, and/or project fee schedule where applicable and as outlined in this document. A list of all positions and hourly rates required to perform the services described herein. A more detailed scope of work will be provided when/if a specific project proposal is requested of a consultant. Other Terms and Conditions: 1. The project will be implemented in compliance with the City of Santa Ana's policies, as well as Prevailing Wages and State/Federal Requirements. 2. The City regards the inclusion of California based designs, engineering, and construction professionals, facilities, and services as part of the Team to be highly desirable, but not mandatory. 3. The City reserves the right to amend this Request for Proposal by addendum prior to the final dates of submission. 4. All reports, proposals, or other data or materials which are submitted shall become the sole property of the City of Santa Ana with the exception of the confidential Financial Capacity information and sealed fee proposals which will be returned to all proposers after award of contract to the selected Proposer. 5. All products used or developed in the execution of any contract resulting from this request will remain in the public domain at the completion of this project. 6. The City has an affirmative action program. The purpose of the affirmative action program is to encourage certified minority business enterprises and women business enterprises. All submitting firms must have established affirmative action programs approvable by the City. During the RFP stage, all firms will need to complete a "Certification of Non -Discrimination by Contractors" for each firm on their team. City AM DocuSign Envelope ID: 1BA90275-0048-437F-ACEC-13F73597F313 I EXHIBIT B 1 (D CITY OF SANTAANA Gabriela P. Lomeli Santa Ana Public Works Agency 20 Civic Center Plaza Santa Ana, CA 92701 SPACE PLANNING AND ARCHITECTURAL CONSULTING SERVICES Santa Ana, California 04.20.2020 WARE MALCONIB ARCHITECTURE I PLANNING INTERIORS CIVIL ENGINEERING BRANDING BUILDING MEASUREMENT 25G-457 DocuSign Envelope ID: 1BA90275-0048-437F-ACEC-13F73597F313 Table of Contents • 1.Statement of Qualifications (20 page maximum) — 1.a Cover Letter — 1.b Contract Agreement Statement — 1.c Firm and Team Experience — 1.d Project Understanding — 1.e Relevant Project Experience — 1.f References • 2. Scope of services • 3. Fee proposal • 4. Certifications • 5. Subconsultant qualifications l� 4ka 25G-458 DocuSign Envelope ID: 1 BA90275-004&437F-ACEC-13F73597F313 COVER LETTER 25G-459 DocuSign Envelope ID: 1BA90275-0048-437F-ACEC-13F73597F313 WARE MALCONIB ARCHITECTURE I PLANNING INTERIORS I CIVIL ENGINEERING BRANDING BUILDING MEASUREMENT April 20, 2020 Gabriela P. Lomeli Santa Ana Public Works Agency 20 Civic Center Plaza Santa Ana, CA 92701 Dear Ms. Lomeli: Ware Malcomb's experience designing for public agencies paired with our deep bench of resources and boutique -like service makes Ware Malcomb a trusted partner for The City of Santa Ana's on -call consultant needs. Ware Malcomb brings a comprehensive team of professionals with specific, relevant expertise ready to deliver outstanding results for the Santa Ana Public Works Agency. Ware Malcomb will provide Santa Ana Public Works Agency added value through the following distinct advantages: • Public Agency Design Expertise - We have assembled a highly qualified team with a diverse portfolio of public agency design projects and references. In addition, we understand what it takes to be an on - call partner through similar roles as landlord architect and corporate account project types. • Long Standing Local Presence - Headquartered in Irvine, Ware Malcomb has maintained a local presence since 1972 ranking among the fastest growing private companies in Orange County. We have established relationships with various City departments and the local vendor community, ensuring a smooth and timely project execution. Additionally, all of our team members are Orange County based, allowing us to respond quicker and be more available to meet your needs. • Depth of Resources for On -call Services - With over 570 employees in 24 offices across North America, Ware Malcomb provides the integrated resources and manpower of a large firm with the senior -level involvement and attention to service of a boutique firm. We have worked on over 600 projects for the city of Santa Ana. • In -House Integrated Services - We offer integrated in-house design services and vast company resources to make the project process smoother. We provide full service planning, architecture, interior design, civil engineering, branding, and building measurement services. Our integrated services translate to seamless collaboration between our areas of expertise, consistent design and high quality, fast document production. Thank you for your consideration of Ware Malcomb. We are ready to begin immediately and provide exceptional service and design to Santa Ana Public Works Agency. Sincerely, Ware Malcomb Mary Cheval, CID, IIDA Principal 10 Edelman Irvine, CA92618 P 949.660.9128 F 949.863.1581 25G-460 DocuSign Envelope ID: 1 BA90275-004&437F-ACEC-13F73597F313 25G-461 CONTRACT AGREEMENT STATEMENT I va DocuSign Envelope ID: 1BA90275-0048-437F-ACEC-13F73597F313 THESE CHANGES WERE NOT ACCEPTED BY CITY Contract Agreement Statement Ware Malcomb has reviewed RFP 20-040 and Attachment 2, the Consultant Agreement. In response, Ware Malcomb has attached Ware Malcomb's most key provisions that it would like to request to be added to the Consultant Agreement. As working in collaboration with our client is of utmost importance to us, we welcome the opportunity to discuss these terms with your team further as we come to a mutually agreeable agreement. MODIFICATIONS TO THE CONSULTING AGREEMENT BETWEEN CITY OF SANTAANAAND WARE MALCOMB Section 1 to be modified to add: "Consultant shall perform performed in accordance with generally and currently accepted design principles and practices as embodied in the standard procedures and protocols of Owner and its subconsultants and without express or implied warranties, and in no event will Architect undertake to meet a professional standard of practice that is greater than that imposed by common law, or be subject to any form of strict or no-fault liability. In no manner shall Consultant be responsible for delays beyond its reasonable control." Section 6: to be modified to add: Further, if the City uses or modifies or allows the use or modification of the drawings or specifications without Consultant's further involvement or consent, or uses the drawings or specifications for any project for which they were not prepared, the City agrees to release and indemnify Consultant and its affiliated entities and individuals to the fullest extent allowed by law, and even in situations involving any indemnitee's actual or alleged active negligence or design defects, from and against any and all claims, costs, losses and/or liabilities arising out of or resulting in whole or in part from such use or reuse. Section 8 to be modified in the following: Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability... Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity and hold harmless obligations shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant - P 6 NRLCOMB 04.20.2020 E �l',j�E 4 DocuSign Envelope ID: 1BA90275-0048-437F-ACEC-13F73597F313 THESE CHANGES WERE NOT ACCEPTED BY CITY Contract Agreement Statement Section 9 to be modified to add: Regarding any instruments of service or designs which have been prepared by others and provided to Consultant by the City for use for the Project, the City warrants to Consultant that it has the intellectual property rights, including copyright rights, for such use; and in this regard the City shall to the full extent permitted by law release, indemnify and hold harmless Consultant and Consultant's subconsultants, and their respected affiliated entities and individuals, from and against any and all claims, costs, liability and/ or losses related to or arising out of Owner's actual or alleged breach of this warranty. Section 20(d) to be added: In light of the limited ability of the Architect to affect the risks inherent in the Project and of the disparity between Architect's fee and the potential liability for problems or alleged problems with the Project, and in consideration of Architect's undertaking of the obligations imposed by the Agreement, Owner agrees to limit the total aggregate liability concerning or related to the Project of Architect and its affiliated entities and individuals, on any and all legal or equitable theories and concerning any and all kinds of causes of loss, to the fullest extent allowed by law as to Owner and all third parties, to the lesser of (a) twice the amount of the Architect's fee for the Project or (b) $50,000. Section 20(e) to be added: Because the amount of such damages can neither be controlled nor predicted, each party waives any claim that is has or ever might have for consequential and/or economic damages concerning or related to this Agreement. Section 20(f) to be added: The City and Architect both acknowledge that each is a business entity, and that neither intends that either's involved individuals should be subjected to personal exposure for the risks attendant to the Project; and therefore any and all remedies with either party and its affiliated entities and individuals have or might have concerning the Project and/or this Agreement shall be sought against only the other's business entity or affiliated business entities and waived as to the affiliated individuals, and in no event shall damages or indemnification concerning this Agreement and/or the Project ever be sought against either party's affiliated individuals. PAGE kl�_PRF- NIALCOMB 04.20.2020 65 \M5 DocuSign Envelope ID: 1 BA90275-004&437F-ACEC-13F73597F313 FIRM AND TEAM EXPERIENCE 25G-464 imc DocuSign Envelope ID: 1BA90275-0048-437F-ACEC-13F73597F313 Corporate Profile Identity Ware Malcomb is a contemporary and expanding full service design firm. We provide professional planning, architecture, interior design, branding, civil engineering and building measurement services to corporate, commercial/residential developer and public/institutional clients throughout the world. Our expertise includes: • Public I Government • Interiors • Office • Industrial I Distribution • Master Planning • Healthcare • Science & Technology • Auto • Restaurant I Retail • Residential • Hospitality • Education • Renovation • Sustainable Design Infrastructure I Transportation A corporate member of the U.S. Green Building Council, Canada Green Building Council, and Sustentabilidad Para Mexico (SUME), we are available to provide sustainable design, LEED® Design, LEED® Management and WELL Building Standard TM services in accordance with the specific objectives for our clients' projects. Philosophy Ware Malcomb provides innovative design solutions, sophisticated management of projects and community and industry involvement, for the successful implementation of ideas. We have proven our ability to address all issues of a project through our excellence in design, rigorous attention to program requirements and superior service. We are committed to: Partnering with our Clients • Providing the Highest Quality Design Solutions within Project Parameters • Our Clients' Financial Success for Each Project Our Firm • Founded in 1972. • 24 office locations across North America. • Planning, Architecture, Interior Design, Branding, Civil Engineering, Building Measurement services. Our Mission Ware Malcomb is Committed to Be the Best by: • Providing outstanding service through sound research, creative solutions and a genuine commitment to the success of our clients. • Achieving a growth oriented, ethical and profitable business environment. • Empowering our employees to achieve their highest level of performance. - NULCOMB 04.20.2020 a1E 6 rRE DocuSign Envelope ID: 1BA90275-0048-437F-ACEC-13F73597F313 Public Expertise Ware Malcomb offers a fresh perspective in the design of projects for public and nonprofit clients. Our diverse background in the private sector provides an innovative approach in both building design and master planning, as well as efficiencies in challenging schedules, budget parameters and exceptional execution. Ware Malcomb offers integrated services to make your process smoother and to provide a single point of contact for the various elements of your project. These services include master planning, architecture, civil engineering, interior architecture & design and branding services, including signage design. VVe understand the significance of the political process and public consultation, collaboration and consensus to ensure that citizens and interest groups have input in the process. VVe also realize that projects must be delivered on -time and on -budget with the highest quality design. We utilize the latest technologies (BIM, 3D modeling, animation, video and web presentations) to communicate our design intent and receive feedback from you and other stakeholders. Ultimately, it is our ability to listen, synthesize, and communicate effectively that enhances project success. Our dedicated wm I green team focuses on continual education of our staff and clients, expanding the use of sustainable design and being a resource to our clients in pursuing LEED Certification goals. VVe have over 40 projects that are pursuing some level of certification and over 30% of our staff is LEED Accredited. Ware Malcomb is flexible in our approach. VVe have successfully worked in both design I bid I build and design I build project scenarios. We are experienced working under the direction of a client's project manager. Ware Malcomb offers an innovative approach that brings the best of the private sector, to the public sector. Representative clients include the following: Select Public Clients: • City of Corona • City of Lake Forest • City of Los Angeles • City of Richmond • City of San Diego • State of California Department of Transportation Western Municipal Water District • Irvine Ranch Water District • Moulton Niguel Water District • Department of Water Resources • Southern California Edison • County of Orange • County of San Bernardino • County of Riverside • County of San Diego • Contra Costa County • City of Costa Mesa • General Services Administration • Los Angeles Air Force Base • United States Postal Service • United States Probation Department • Excelsior Youth Center Select Non Profit Clients: • Braille Institute • YMCA • Habitat for Humanity • Goodwill • Inland Regional Center • Bayside Community Center • RAFT, Resource Area for Teaching • Family Health Centers • Second Harvest Food Bank • Church in Irvine • Inland Valley Humane Society DocuSign Envelope ID: 1BA90275-0048-437F-ACEC-13F73597F313 Interior Architecture & Design Expertise Ware Malcomb provides a full range of interior architecture and design services, and we are adept at working for both private and public entities on a variety of project types including corporate build to suit, creative office, developer/landlord, and property management tenant improvement services for a broad array of workplace environments. We are focused on providing creative, innovative modern design solutions that meet our clients' objectives. Our clients' success is our success. We specialize in the following types of interior design services: • Full Service Interior Architecture and Design • Workplace Strategy/Change Management • Tenant Improvements • Ongoing Facilities Interiors • Tenant Planning • Branded Environments I Graphic Design • LEED® I Sustainable Design I WELL Building • Office Roll -Outs One in five Fortune 100 companies are Ware Malcomb clients. Notable clients include: • Experian • Ericsson • Henkel • L'Oreal • Microsoft • Thales • Toyota • Qualcomm We are committed to providing integrated design services across North America and internationally. In addition to interior design, Ware Malcomb offers planning, architecture, civil engineering building measurement and branding services, including signage design and branded graphics. V j ; - PAGE w�"RE NRLCOMB 04.20.2020 \M/ 3 3 DocuSign Envelope ID: 1BA90275-0048-437F-ACEC-13F73597F313 Organizational Chart 'may' enaneoxa .INONµNHTNN�INC Brandow & Johnston Structural & Civil Engineers WARE NIALCOMB Stephanie Fox, CID, LEED AP Project Manager Main Point of Contact WARE NIALCOMB Alfredo Vite, Architect, LEED AP Senior Job Captain U. SYS HENNNESSY ....I SYSKA Hennessy Consultant WARE NIALCOMB Mary Cheval, CID, IIDA, NCIDQ Principal WARE NIALCOMB Wendy Crenshaw, NCIDQ, CID, LEED BD+C, WELL AP Director, Interior Architecture & Design WARE MALCOMB In -House Production Studio — PAGE 4 NRLCOMB 04.20.2020 E DocuSign Envelope ID: 1BA90275-0048-437F-ACEC-13F73597F313 ■�ON301I1l- Mary Cheval, CID, IIDA, NCIDQ Principal Overview Mary brings over 34 years of interior architecture and design expertise Education & to the Ware Malcomb team. As Principal, Interior Architecture & Certifications Design, Mary leads the overall growth and management of the University of Interior Architecture & Design Studio for the Irvine office and provides Texas at Austin — Strategic Facilities Planning & Workplace Strategy expertise. She is Bachelor's Degree in also focused on client relationships and development. Interior Architectural Design Mary's experience includes overseeing all aspects of project design Certified Interior and management including visioning, programming, space planning, Designer schematic design, design development, agency processing, consultant International Interior coordination, contract documents, and contract administration. Her Design Association vast project expertise includes corporate office, science & technology, healthcare. education. retail and institutional. Experience Alliant Insurance - Multiple Locations On -going support for national account. Ware Malcomb provides interior architecture and design servies for Alliant Insurance. GSA Tustin - Tustin, CA Interior architecture and design services for a 70,000 SF tenant improvement. Griffin Towers - Santa Ana, CA Landlord architect services for two Class A office towers totaling 550,000 SF. The projects include ongoing tenant improvements, space planning, field verifications and test fits. The suites range from 1,500 SF to 20,000 SF. Segerstrom Office Portfolio - Costa Mesa, CA Ongoing architect for tenant improvement services within 4 office buildings - Park Tower, Center Tower, Plaza Tower and 3420 Bristol - totaling 1.3 million SF. Service provided included marketing plans, BOMA, field verifications, tenant planning services, programming, space planning, design development, con -tract documents, and contract administration. - P 6rRF- NRLCOMB 04.20.2020 5E DocuSign Envelope ID: 1BA90275-0048-437F-ACEC-13F73597F313 Team Resumes Wendy Crenshaw, NCIDQ, CID, LEED BD+C, WELL AP Director, Interior Architecture & Design Overview With over 30 years of experience, Wendy manages the Irvine Interior Architecture & Design Studio and oversees all interior projects. Wendy possesses a wide knowledge in all major product specifications including material finishes, lighting design and furniture. Wendy is a dynamic leader with extensive architecture and interior design knowledge. Wendy's project experience includes corporate headquarters, education, commercial office, retail/hospitality, institutional and science/technology. Experience Chino Valley Unified School District project. - Chino Valley, CA Interior architecture and design services for a 60,000 SF ground up facility for multiple administrative school district agencies. The building is designed as multiple office suites to support each departments function. The District Board Room as well as the departments with community interaction are located on the ground floor. The second floor suites are more support department such as purchasing and accounting. Santa Fe Springs Library - Santa Fe Springs, CA Interior architecture and design services forthe 15,000 SF William Pereira Designed Library. Scope of work included reconstructed interior fire place, refurbished exterior custom metal pendant lights, replace single pane windows to thermally insulated glazing. Interior terrazzo floor at main entry, custom designed bamboo wood millwork and solatubes at children's area. New Coffee Bar, Children's area with Mom & me reading chairs, teen area, Private event and reading garden. previous experience Santa Fe Springs Neighborhood Center - Santa Fe Springs, CA Interior architecture and design services for a 17,000 SF Community Center. The goal was to create an environment that would support the center to provide more efficient and effective programs and services for the community at large. Areas include on site food pantry, Children's healing garden, youth learning center, full commercial kitchen, catering kitchen, meeting rooms for small groups and organizations. previous experience Education & Certifications • Auburn University - Bachelor of Science, Interior Design - y PAGE ��ARE 1V12"1.1_�COMB 04.20.2020 ■6 44 6 DocuSign Envelope ID: 1BA90275-0048-437F-ACEC-13F73597F313 Team Resumes Stephanie Fox, CID, LEED AP Project Manager I Main Point of Contact Overview As Studio Manager, Stephanie brings a strong knowledge of all Education & aspects of interior architecture and design to the Ware Malcomb team. Certifications Her experience includes the design and management of corporate Bachelor of Fine office, science and technology, education, retail, entertainment, and Arts — Interior healthcare projects. Stephanie's diverse skill set and dedication to Architectural Design every project she works on make her a valuable member of our team. — California State University, Long Stephanie's responsibilities include taking projects from initial design Beach concept and programming to document creation and construction Certified Interior administration. She has in-depth knowledge of computer aided Designer, California drafting, 3D modeling and product and material information that keeps her current in the industry. U.S. Green Building Council Experience LEED Accredited Professional La Salle, 4 Hutton - Santa Ana, CA Interior architecture and design services for on call services for La Salle. Projects include test fit, space planning, interior renovations, and exterior renovations. ABM - Irvine, CA Interior architecture and design services for 40,000 SF tenant improvement of office and warehouse. The Company wanted an alternative workplace strategy that could enhance their day-to-day operations. The result was a newopen office environmentthat provided ABM with more flexibility in the workplace. Private offices were replaced with conference rooms and benching stations to promote collaboration while maximizing real estate potential. Alliant Insurance - Multiple Locations On -going support for national account. Ware Malcomb provides interior architecture and design servies for Alliant Insurance. Braille Institute -Anaheim, CA Architecture and interior design services for a build -to -suit 14,735 SF, 1-story School for the Blind to teach the visually impaired life skills and how to navigate through the world with their impairment. The project included multi -purpose room, teaching kitchen, classrooms, offices, and courtyard. - %1Mf1RE Mt1LCOMB 04.20.2020 `7E DocuSign Envelope ID: 1BA90275-0048-437F-ACEC-13F73597F313 Team Resumes Alfredo Vite, Architect, LEED AP Senior Job Captain Overview As a licensed architect with over 7 years of experience, Alfredo brings a strong knowledge of interior architecture and design to the Ware Malcomb team. His responsibilities include the production of contract documents, space planning, furniture and fixture specification, and coordination with consultants. A LEED Accredited Professional, Alfredo is knowledgeable in sustainable design practices. Alfredo has expertise in corporate office, education, retail and healthcare projects. Experience ABM - Irvine, CA Interior architecture and design services for 40,000 SF tenant improvement of office and warehouse. The Company wanted an alternative workplace strategy that could enhance their day-to-day operations. The result was a newopen office environmentthat provided ABM with more flexibility in the workplace. Private offices were replaced with conference rooms and benching stations to promote collaboration while maximizing real estate potential. Thales - Irvine, CA Interior architecture and design, branding and civil engineering services for a 61,000 SF facility on a Ware Malcomb designed campus. The project includes an 8,300 SF customer experience center, open and private offices, R&D labs, warehouse, work cafe, and conference/ collaboration areas. St. Joseph Heritage Healthcare -Anaheim, CA Interior architecture and design services for a 200,000 SF tenant improvement within an 8-story Class A office building. The project includes office area, a break room, and gym. The projectwill consolidate several administrative departments for St. Joseph Heritage Healthcare. Pacifica Christian High School - Newport Beach, CA Architectural and interior design services for a remodel of an existing facility. The project included administrative offices, and replacement of light fixtures, windows, and doors, and furniture selection and finishes. The project also included parking lot restriping and ADA services. When future funding becomes available, Ware Malcomb will provide additional services as needed. Education & Certifications • California State Polytechnic University, Pomona - Bachelor of Architecture • LEED AP BD+C • LEED Accredited Professional • Licensed Architect, State of California - y PAGE �1',j�E 1V12"1.1_�COMB 04.20.2020 ■ 8 44 1 $ DocuSign Envelope ID: 1 BA90275-004&437F-ACEC-13F73597F313 PROJECT UNDERSTANDING I Vc 25G-473 DocuSign Envelope ID: 1BA90275-0048-437F-ACEC-13F73597F313 Project Understanding Understanding of Need (In General): Proposal shall include an outline which demonstrates the firm's understanding of the work. With a proactive, dedicated staff of highly experienced interior architecture and design professionals, we are focused on providing exceptional client service and excellence in interior architecture and design while assisting The City of Santa Ana in reaching its real estate objectives. Ware Malcomb will provide The City of Santa Ana Space Planning and Architectural Services on an as - needed or on -call basis for space planning and architectural services on a variety of projects. The areas of responsibility for Ware Malcomb and its team of consultants shall include architectural, space planning, structural, construction management, mechanical and electrical engineering, ADA survey, and move management services. On an on -call, as -needed basis, Ware Malcomb will provide professional services on specific, project -by -project basis, based on an agreed -upon scope of services and fees. All proposals, plans, drawings, specifications, estimates, grant applications, and/or studies will be subject to the final approval and satisfaction of the City of Santa Ana. 2. Anticipated approach, tasks necessary for successful completion, and deliverables. Our approach and objective is to provide The City of Santa Ana with consistent design, service and speed for every project. We incorporate this objective by defining and implementing specific procedural activities and systems into all aspects of our service deliverables. Ware Malcomb is well -versed in effectively managing multiple projects including the development of client -specific, centralized standards, as well as other customized protocols, systems, processes and preferences. Every project begins with thoroughly understanding our client's goals to provide the highest level of service possible to achieve those goals. We believe the success of a project requires the Project Team to function as a cohesive unit, all working towards the same ultimate goal. The cornerstone of this process is communication, and the open exchange of information and ideas in a collaborative, focused forum environment. We understand the importance of effective communication and will report regularly on issues affecting design, construction budgets and schedules. At the commencement of each project we will meet with The City of Santa Ana to understand protocol, visit the project site, establish regular communication channels, verify team roles, and get a clear understanding of the project goals. - y PAGE .V,jRE 1V12"1.1_�COMB 04.20.2020 I9 44 4 9 DocuSign Envelope ID: 1BA90275-0048-437F-ACEC-13F73597F313 Project Understanding Our hands-on management team and experienced, professional staff take ownership of their projects with the highest priority to provide successful results to our clients. Ware Malcomb's Project Manager will serve as the main point -of -contact to The City of Santa Ana, overseeing contract administration, review of scope and work products, supervision of project staff, control of project progress, quality assurance/ quality control (QA/QC) and coordination with the project team and all other related agencies, as required. To complement our service -oriented approach, Ware Malcomb has a unique and innovative in-house group, known as The Production Studio, dedicated to the production of high quality contract documents and provides our project managers with access to a large group of trained staff dedicated to drawing and coordinating contract documents. This comprehensive program has proven to be highly successful and has enabled us to consistently produce contract drawings that are complete, accurate, and coordinated project to project. These customized programs paired with our deep bench of resources nationwide will allow our team to successfully service The City of Santa Ana on an ongoing on -call basis. 3. Suggestions or special concerns that the City should be made aware of. Hiring for and coordinating the move process. When we are asked to assist in the coordination process we believe that having good relocation plans are critical. A plan that is noted with the key call outs allowing movers to know precisely where a piece of furniture is to be kept is critical. We work closely with the Construction/Project Manager to ensure that the plan is approved with appropriate stakeholders, then reviewed in person with the moving company to immediately address areas of ambiguity. In the hiring process of a moving company, we are not typically involved in those activities, but we do know trusted industry partners that have proven to be exceptional in understanding the key components of a successful move and we would team with them to ensure success! 4. Identify any assumptions and/or exclusions used in preparation of the scope of work and associated fee estimate. We've identified and included as part of our general Scope of Work in Section G, assumptions and/or exclusions. — y ■ rRF- 1V12"1.1_�COMB 04.20.2020 10 a 44 io DocuSign Envelope ID: 1 BA90275-004&437F-ACEC-13F73597F313 RELEVANT PROJECT EXPERIENCE 25G-476 1mE DocuSign Envelope ID: 1BA90275-0048-437F-ACEC-13F73597F313 Relevant Projects: Public Agencies Inyo County Office Building - Bishop, CA Interior and exterior architectural and design services for a two story 42,000 SF shell and core office building. The project also included comprehensive tenant improvement services. Antcipated Completion Date, 2020 Client Contact Information: Rick Martin Clear Thought Group rick@clearthoughtcorporation.com 714.310.8649 Irvine Ranch Water District Source H2O - Irvine, CA Architectural design services for the core and shell of a new 69,968 SF 2-story office building with roof deck on the property of the Irvine Ranch Water District, with parking and landscape improvements to the site. Adjacent to the Irvine Ranch Water District's headquarters, the area surrounding this project has seen rapid growth. Anticipated Completion Date, January 2020 Client Contact Information: Anthony J. Vaccaro Senior Vice President Newport Real Estate Services, Inc. avaccaro@nres.net 714.850.0085 x7656 Orange County Social Services Agency - Irvine, CA Interior architecture and design services for a commercial office infill of two existing buildings. The scope included full service interior architectural design services.ln progress. Tenant Contact Information: Martha Santos -Alvarez Orange County Social Services Agency 714.245.6045 Martha.Santosalvarez@ssa.ocgov.com GSA / US Citizenship & Immigration Services - Tustin, CA Interior architecture and design services for a 70,000 SF tenant improvement. Included LEED consulting. Completed 2019. Client Contact Information: Joon Choi Harbor Associates LLC joon@harborassociates.com 562.436.6688 Department of Public Social Services - Temecula, CA Interior architectural and design services for two single story, 50,000 square foot tenant improvements for use with heavy public access for department of public social services program services and training. The project includes private offices, open space for the placement of systems furniture, and training rooms. Completed, 2010. Client Contact Information: Kip P. Dubbs President & CEO Omni West Group, Inc. kdubbs@omniwestgroup.com 949.215.9790 PAGE 7�vf1RE NRLCOMB 04.20.2020 11 DocuSign Envelope ID: 1BA90275-0048-437F-ACEC-13F73597F313 Relevant Projects: Public Agencies Moulton Niguel Water District - Laugna Hills, CA Architectural and civil engineering design services for 5 buildings totalling 85,000 SF with full tenant improvements. The project is located at an existing 11 acre site currently occupied by operations facilities. The scope includes the validation of the program done by others, space planning, and SiteOPs. Anticipated Completion Date, December 2020 Client Contact Information: Dave Larsen, PE Engineering Manager Moulton Niguel Water District dlarsen@mnwd.com 949.831.2500 Western Municipal Water District - Riverside, CA Full service interior design and branding services for 50,000 SF of office space including general office, conference rooms, workout facilities with showers and locker room, and council chambers for public meetings. Ware Malcomb provided both interior design and graphic design services to create a branded environment where a unique office space was created to reflect Western Municipal Water District's distinctive brand and important customer and constituent messaging. The project incorporates numerous sustainable design features and is LEED-CS Silver Certified by the USGBC. Completed, September 1, 2010 Client Contact Information: Anita Pearson Management Analyst Western Municipal Water District apearson@wmwd.com 951.571.7231 Inland Regional Center - San Bernardino, CA Full service planning, architecture, interior design and branding services for a new build -to -suit three - building office campus, with a lobby bridge building totaling 206,209 SF. The two 2-story buildings include information technology rooms, private and open office environments, conference rooms, a mail room and break area. The third building is a two- story, 31,295 SF conference and workforce center housing an auditorium, classroom areas for training purposes, and a consumer library. The auditorium contains sophisticated audio/visual capabilities. Ware Malcomb provided graphic design services for the project's monument, interior, and exterior signage. Inland Regional Center was designed to provide advocacy for and assistance to the developmentally disabled population of Riverside and San Bernardino Counties. The new buildings are located in the 31-acre Waterman Business Park in San Bernardino. The project is owned and developed by California Housing Foundation of Redlands. Completed, September 20, 2009 Client Contact Information: Steve von Rajcs California Housing Foundation svonrajcs@chfcares.com 909.793.9800 PAGE 7&" NRLCOMB 04.20.2020 12 iz DocuSign Envelope ID: 1BA90275-0048-437F-ACEC-13F73597F313 Relevant Projects: Ongoing/On-call Services Alliant Insurance - Multiple Locations On -going support for national account. Ware Malcomb provides interior architecture and design servies for Alliant Insurance. Segerstrom Office Portfolio - Costa Mesa, CA Landlord architect for ongoing tenant improvement services within 4 office buildings - Park Tower, Center Tower, Plaza Tower and 3420 Bristol - totaling 1.3 million SF. Service provided included marketing plans, BOMA, field verifications, tenant planning services, programming, space planning, design development, con -tract documents, and contract administration. Summit Office Campus —Aliso Viejo, CA Landlord architect services for two 4-story, Class A office buildings totaling over 250,000 SF. Services include tenant improvements, test fits, demising studies, common area renovations and rebranding of amenity and exteriors. Ware Malcomb has also provided a refresh of the existing building standards. Centerview — Irvine, CA Landlord architect services for two 12-story, Class A office buildings totaling approximately 600,000 SF of office space. Services included space planning, test fits, tenant improvements and renovations to the common areas and lobby. University of California, Irvine (UCI) Ware Malcomb has had the privilege of providing interior design and architecture services for over 25 UCI, UCI Facilities Management, and UCI Medical Center projects including tenant improvements, renovations, ground - up, and science & technology projects. The projects included healthcare, labs, office space, classrooms, and dormitories. Ware Malcomb currently has a Master Services Agreement in place with UCI to provide on -call architectural design services. Charter Communications/Spectrum Architectural and interior design services for Charter Communications stores across the US. The retail stores include payment centers, equipment displays and exchange/return areas. Charter Communications is implementing a strategy to transform their stores into retail / customer friendly environments. The new stores will allow customers to interact with their products and services at multiple demonstration areas with sales associates while offering a one -stop shop for any transactions needed. Thales - Multiple Locations Across the U.S. Ware Malcomb has provided interior architecture and design services for over 50 Thales projects spanning over 10 years. Ware Malcomb provided full service interior architecture and design services for the Thales Corporate Headquarters relocation project located in Irvine, California. Thales' objectives for the project included designing a flexible manufacturing environment and modernizing their outdated office space. The project included 150,000 SF of two-story office and lab space for in-flight entertainment systems for major airline manufacturers. PAGE T f ' NIALCOMB 04.20.2020 13 13 DocuSign Envelope ID: 1 BA90275-004&437F-ACEC-13F73597F313 REFERENCES 25G-480 1mF DocuSign Envelope ID: 1BA90275-0048-437F-ACEC-13F73597F313 Public Works References Joon Choi US Citizenship & Immigration Services Harbor Associates LLC 562.436.6688 joon@harborassociates.com Rick Martin Inyo County Clear Thought Group 714.310.8649 rick@clearthoughtcorporation.com Martha Santos -Alvarez Orange County Social Services Agency 714.245.6045 Martha.Santosalvarez@ssa.ocgov.com 500 N. State College Blvd #100, Orange, 92868 •✓ — y H AGE MARE 1V12"1.1_�COMB 04.20.2020 a14 44 is DocuSign Envelope ID: 1BA90275-0048-437F-ACEC-13F73597F313 Select Project Photography T AGE - V �l',j�E NRLCOMB 04.20.2020 P15 DocuSign Envelope ID: 1BA90275-0048-437F-ACEC-13F73597F313 Select Project Photography � Y r I - 8 USE NRL.COMB 04.20.2020 PAGE DocuSign Envelope ID: 1 BA90275-004&437F-ACEC-13F73597F313 SCOPE OF SERVICES 25G-485 DocuSign Envelope ID: 1BA90275-CO48-437F-ACEC-13F73597F313 WARE Mt1LCOMB ARCHITECTURE PLANNING INTERIORS CIVIL ENGINEERING BRANDING BUILDING MEASUREMENT April 20, 2020 City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 Proposal for Interior Architectural Design and Engineering Services Space Planning and Architectural Consulting Services Santa Ana, CA I. Project Description: Our proposal is based upon the Request for Proposal (RFP No.: 20-040) and outlines Interior Architecture & Design and Engineering services for a variety of projects on an "as -needed" or "on -call" basis for the City of Santa Ana. This proposal outlines general services. A more detailed scope of work, fee and project schedule shall be provided when a specific project proposal is requested by the City of Santa Ana. A. The following disciplines are to be included under Ware Malcomb's scope and responsibility: 1. Interior Architectural Design Ware Malcomb 2. Structural Engineering Brandow & Johnston 3. Electrical, Mechanical & Plumbing Engineering Syska Hennessy B. The following disciplines are excluded from Ware Malcomb's scope and responsibility, however they may be required for the project: 1. Commissioning Agent 2. Environmental Consultant 3. Structured Cabling Consultant 4. Acoustical Engineer S. Audio/Visual Consultant II. Interior Architecture Basic Services: A. Programming Phase: Ware Malcomb proposes to provide planning services to City of Santa Ana through interviews and analysis, to arrive at overall space needs and relationships as follows: 10 Edelman, Irvine, CA 92618 P 949.660.9128 F 9492-8t�d1 �� 4.20.2020 PAGE 1 of 10 DocuSign Envelope ID: 1BA90275-CO48-437F-ACEC-13F73597F313 WARE Mt1LCOMB ARCHITECTURE PLANNING INTERIORS CIVIL ENGINEERING BRANDING BUILDING MEASUREMENT 1. Meet with the City of Santa Ana Project Team to review program requirements as already determined and outlined, review responsibilities, budget, schedules and procedures. 2. With City of Santa Ana's assistance, schedule interviewing of designated personnel to determine the size of each department or area, adjacency requirements and basic information about their preferred work station/office layout. 3. Document and submit program interviews for City of Santa Ana Project Team's concurrence. 4. Become familiar with office equipment usage and related power, ventilation, storage or other requirements. 5. Provide final program summary report for review/comment. 6. Ware Malcomb has included (1) one revision (up to 25% of the data originally provided) to Program Summary upon review. 7. Review outlined project schedule and budgets for any concerns. 8. Ware Malcomb shall attend up to [# of meetings in words] (#of meetings) one -hour programming meetings. To be determined based on specific project scope. 9. It is anticipated that this phase will be [# of weeks in words] (#of weeks) weeks. To be determined based on specific project scope. B. Site Analysis / Field Verification Phase: 1. Based upon accurate electronic CAD drawings provided by others, Ware Malcomb shall verify existing conditions in the scope of work area. We have assumed the existing base drawings are accurate. NOTE.• Base building or as-builtmeasuring services are excluded, but maybe provided for an additional fee, if required. 2. Field verification shall include survey of existing walls [ADD IF INCLUDED IN FEE - millwork, electrical outlets, ceiling grids, and lighting]. 3. Our Field Verification is based on those building elements that are visible without the removal of the built -out space (such as ceilings, hidden conditions in walls, or structures). 4. As -built plans, as deemed appropriate or necessary, shall be provided as an additional service. 10 Edelman, Irvine, CA 92618 P 949.660.9128 F 9492-8t�d1 487 420.2020 PACE 2 d 10 DocuSign Envelope ID: 1BA90275-CO48-437F-ACEC-13F73597F313 WARE Mt1LCOMB ARCHITECTURE PLANNING INTERIORS CIVIL ENGINEERING BRANDING BUILDING MEASUREMENT C. Space Planning Phase: 1. Based on the final program, Ware Malcomb will provide a space plan, which will indicate the location of rooms, circulation paths, partitions, doors and a suggested furniture layoutwill be blocked out. Ware Malcomb will provide two (2) minor revisions (less than 10%) as required. 2. Review the plans for conformance to codes and make recommendations as necessary to meet local building and fire department requirements. 3. Ware Malcomb shall attend up to [# of meetings in words] (#of meetings) one -hour meetings for design/review. To be determined based on specific projectscope. 4. It is anticipated that this phase will be [# of weeks in words] (#of weeks) weeks. To be determined based on specific project scope. D. Schematic Design Phase: Ware Malcomb shall provide the Schematic Design for the areas outlined above through the following: 1. Based on the program, refined space plan and City of Santa Ana standards, Ware Malcomb shall provide sketches and loose material selections to communicate concepts and ideas for the space outlined above. These shall be reviewed with City of Santa Ana for conformance to their image for each area. 2. Upon approval, Ware Malcomb shall prepare Preliminary Pricing Plans including additional information for City of Santa Ana's General Contractor to provide a preliminary budget price. Preliminary Pricing Plans shall include: a. Partition Plan: Noting locations of full height walls, if required. b. Power/Signal Plan: Power and data locations and any (known) specialty power requirements. C. Reflected Ceiling Plan: Ceiling Types (i.e. ACT, gypsum board, or open to structure) and light fixture type/quantity. Actual specifications will remain as "to be determined" at this stage. d. Finish Plan (Floor &Wall): If already determined by the tenant/owner, finishes (by generic type) will be hatched / noted on the plan for location and provided with a budgetary material cost/allowance per SF. 3. Ware Malcomb shall review the budget pricing prepared by a designated Contractor and present costs to City of Santa Ana for review. 4. Ware Malcomb shall provide two (2) loose finish palettes/concepts. 10 Edelman, Irvine, CA 92618 P 949.660.9128 F 9492-8t�d1 �� 4.20.2020 PAGE 3 of 10 DocuSign Envelope ID: 1BA90275-CO48-437F-ACEC-13F73597F313 WARE Mt1LCOMB ARCHITECTURE PLANNING INTERIORS CIVIL ENGINEERING BRANDING BUILDING MEASUREMENT 5. [OPTIONAL] Ware Malcomb has included [# of views in words] (#of views) Revit/ Enscape rendering views per below, with one (1) minor revision per view included (less than 10% change each). To be determined based on specific project scope. 6. Ware Malcomb shall attend up to [# of meetings in words] (#of meetings) one -hour meetings for design and review. To be determined based on specific project scope. 7. It is anticipated that this phase will be [# of weeks in words] (#of weeks) weeks. To be determined based on specific project scope. E. Design Development Phase: 1. Based on the approved Schematic Design, Ware Malcomb shall provide final Design Development to include plans with fixed dimension, elevations, relevant details, electrical and lighting solutions to provide City of Santa Ana a representation of the final design. 2. Present final finish palette that shows all materials, finishes and colors. One (1) minor revision (a maximum of 10%) is included. 3. [OPTIONAL] Rendered Views that were previously provided will be updated, based on the approved Design Development package, with one (1) minor revision per view included (less than 10% change each). To be determined based on specificprojectscope. 4. Provide plans and other design information to Consultants as directed by City of Santa Ana. 5. Provide progress prints of plans and other design information for preliminary pricing by a General Contractor and for review by City of Santa Ana. 6. Assist City of Santa Ana in evaluating preliminary pricing and other project information. 7. Ware Malcomb shall attend up to [# of meetings in words] (#of meetings) one -hour meetings for design and review. To be determined based on specific project scope. 8. It is anticipated that this phase will be [# of weeks in words] (#of weeks) weeks. To be determined based on specific project scope. F. Contract Documents Phase: Prepare Contract Documents based on the approved Design Development documents or as authorized by City of Santa Ana. The documents shall set forth in detail the requirements for construction of the project. The scope of work shall include the following: 1. Prepare Interior Architectural Contract Documents of the project. A Project Manual is not included, but may be added for an Additional Service. 10 Edelman, Irvine, CA 92618 P 949.660.9128 F 9492-8t�d1 �� a.zazozo once 4 or io DocuSign Envelope ID: 1BA90275-CO48-437F-ACEC-13F73597F313 WARE Mt1LCOMB ARCHITECTURE PLANNING INTERIORS CIVIL ENGINEERING BRANDING BUILDING MEASUREMENT 2. Provide Mechanical, Electrical, Plumbing and Structural Contract Documents. 3. Ware Malcomb shall provide general coordination with documents prepared by its engineers and consultants, and coordination with City of Santa Ana consultants, contractors, engineers and vendors. 4. Ware Malcomb shall submit the Contract Documents to the Building Department, Building Landlord, Health Department (if applicable), and Fire Department for Plan Check Review, if requested, otherwise Ware Malcomb shall submit to General Contractor for submittal. Submittals to special jurisdictions such as City Planning, Airport Authority, etc. is not included but may be included as an additional service upon request. Ware Malcomb is not responsible for plan check review times. S. Plan Runner/Expeditor Services, if utilized, will be passed through as a reimbursable expense. 6. Ware Malcomb shall review and update a Project Schedule with the City of Santa Ana Team, if necessary. 7. Ware Malcomb shall review with the City of Santa Ana Team the updated cost estimate prepared by a designated Consultant or Contractor. 8. Ware Malcomb shall attend up to [# of meetings in words] (#of meetings) one -hour meetings. One of the meetings shall be a Page -Turn meeting and/or "Sign -off" of Contract Document Drawings, prior to submitting for Permit, or issuing for Bid. To be determined based on specificprojectscope. 9. It is anticipated that this phase will be [# of weeks in words] (#of weeks) weeks, excluding plan check duration. To be determined based on specific projectscope. G. Bidding Assistance & Coordination Phase: 1. After City of Santa Ana's approval of the Contract Documents, Ware Malcomb shall assemble bid packages and transmit the documents to a pre -approved list of general contractors for construction bids, for up to three (3) general contractors. 2. Assist and advise City of Santa Ana in the analysis of cost quotes, bids and/or proposals, and the content, issuance and /or awarding of final contracts and purchase orders. 3. Ware Malcomb shall conduct a one -hour [in -person / video conference] pre -bid meeting to allow contractors and subcontractors the opportunity to request clarification of the Contract Documents. Ware Malcomb shall be available throughout the bidding process, within the allotted hours provided by the Bidding Assistance & Coordination Phase Fee, to answer questions from the bidders. 10 Edelman, Irvine, CA 92618 P 949.660.9128 F 9492-8t�d1 490 420.2020 PAGE 5 d 10 DocuSign Envelope ID: 1BA90275-CO48-437F-ACEC-13F73597F313 WARE Mt1LCOMB ARCHITECTURE PLANNING INTERIORS CIVIL ENGINEERING BRANDING BUILDING MEASUREMENT H. Contract Administration: 1. Ware Malcomb will visit the site up to a maximum of [number of visits in words] (# of visits) visits for approximately one (1) hour per visit during the anticipated project duration of [# of weeks in words] (#of weeks) weeks. Construction duration has been estimated, and will need to be confirmed by the awarded General Contractor. If significantly longer than the anticipated duration, additional services may berequired. To be determined based on specific project scope. 2. Visits are to become generally familiar with and keep the Client informed about the progress and quality of the portions of the work completed. Ware Malcomb will determine in general if the work is being performed in a manner indicating that the work, when fully completed, will be in accordance with the Contract Documents. Continuous on -site inspections are excluded. 3. Issue clarification sketches in a timely manner, based on receipt of written RFI's prepared by the General Contractor. 4. Review Contractor submittals and take appropriate action for the limited purpose of checking conformance with the design concept conveyed in documents prepared by Ware Malcomb. S. Have the authority to reject work that does not conform to the Contract Documents, however, neither this authority nor the decision in good faith whether to exercise it, shall give rise to a responsibility or duty of Ware Malcomb, subcontractors or others performing portions of the work. 6. Coordinate with Contractor in its responsibility to prepare a punch list and comply with closeout procedures and submittals. Ware Malcomb shall perform one (1) punch walk and one (1) follow-up job walk within the scope of Basic Services. 7. Review Contractor's applications for payment, based on Ware Malcomb's best knowledge, information and belief, subject to any subsequently discovered information. I. [OPTIONAL] Project Close -Out / Record Drawings: 1. City of Santa Ana's General Contractor shall provide the Ware Malcomb team a single composite set of final on site 'red -lined' construction plans. 2. Ware Malcomb team will incorporate the 'red -lined' plans, final bulletins, RFI's and revisions documented in the plans provided by the General Contractor. 3. Final Record Drawings' sets will be provided to City of Santa Ana in a .PDF format. 4. It is anticipated that this phase will take two (2) weeks from receipt of the final 'red -lined' drawings. To be determined based on specific project scope. S. Ware Malcomb can prepare a Letter of Substantial Completion, when applicable. 10 Edelman, Irvine, CA 92618 P 949.660.9128 F 9492-8tld1 491 4.20.2020 PAGE 6 of 10 DocuSign Envelope ID: 1BA90275-CO48-437F-ACEC-13F73597F313 WARE Mt1LCOMB ARCHITECTURE PLANNING INTERIORS CIVIL ENGINEERING BRANDING BUILDING MEASUREMENT J. [OPTIONAL] Furniture Coordination — Full RFP Process: 1. Ware Malcomb shall assist in the selection of new furniture for City of Santa Ana. Selection process shall include the following: a. Provide a digital Look Book' of various furniture for the open and enclosed office areas, conference rooms and miscellaneous furniture. b. Conduct tours of manufacturers' showrooms (3 maximum) for the purposes of exposing the team to the various components of the furniture system. C. Provide an evaluation matrix for City of Santa Ana review outlining the differences in the product offering. d. Prepare a Request for Proposal forthe bidding of the furniture scope ofworkwhich will include typical layouts and typical generic specifications. Ware Malcomb shall also provide coordination of the bid process. e. Upon completion of the bidding process, Ware Malcomb shall update the evaluation matrix and distribute this to City of Santa Ana for review and final selection. f. Once the bids have been reviewed and a final selection made, Ware Malcomb shall assist in the specification of the furniture. The final specifications shall be provided by the selected dealer. Ware Malcomb shall review the final specifications for conformance to the original design intent with a maximum of two (2) minor (less than 10% change) revisions. g. [OPTIONAL - Provide a furniture plan indicating the location of each piece of furniture. The final furniture installation plan shall be provided by the selected furniture dealer.] h. Coordination with designated furniture manufacturers and dealers, equipment suppliers and vendors and/or installers to establish critical dimensions (to accommodate furniture layouts) and ascertain other appropriate information. Installation documents for furniture and equipment will be the responsibility of the selected furniture vendor. i. Provide furniture contract administration including installation coordination and provide one punch list indicating items that the manufacturer is required to correct to meet the expectations of City of Santa Ana. 2. Develop and provide furniture and furnishing pricing estimates with assistance from manufacturers/dealers. 3. Provide furniture contract administration including installation coordination and provide one punch list indicating items that the manufacturer is required to correct to meet the expectations of City of Santa Ana. 10 Edelman, Irvine, CA 92618 P 949.660.9128 F 9492-8t�d1 492 4.20.2020 PAGE 7 d 10 DocuSign Envelope ID: 1BA90275-CO48-437F-ACEC-13F73597F313 WARE Mt1LCOMB ARCHITECTURE PLANNING INTERIORS CIVIL ENGINEERING BRANDING BUILDING MEASUREMENT K. [OPTIONAL] Furniture Coordination — Limited Scope: 1. Ware Malcomb shall assist in the selection of new furniture for City of Santa Ana. Selection process shall include the following: a. Provide a digital Look Book' of two vendors for the open and enclosed office areas, conference rooms and miscellaneous furniture. b. Coordinate with one selected vendor within their line. C. Once a final selection made, Ware Malcomb shall assist in the specification of the furniture. The final specifications shall be provided by the selected dealer. Ware Malcomb shall review the final specifications for conformance to the original design intent. d. Ware Malcomb shall provide coordination with designated furniture manufacturers and dealers, equipment suppliers and vendors and/or installers to establish critical dimensions (to accommodate furniture layouts) and ascertain other appropriate information. Installation documents for furniture and equipment will be the responsibility of the selected furniture vendor. III. Excluded Services: Ware Malcomb will not provide the services listed below: A. Soils engineering or reports. B. Site surveys, services or reports. C. Fire suppression or alarm systems (design -build). D. Special studies such as Traffic, Noise, Utility, Acoustical or Environmental studies. E. Off -Site Improvements. F. Hazardous materials identification, storage, or abatement. G. Roofing or waterproofing Inspection. H. Confirmation and/or verification of the accuracy and/or completeness of documents or information received from others. I. Storage or Racking design. 10 Edelman, Irvine, CA 92618 P 949.660.9128 F 9492-8t�d1 493 4.20.2020 PAGE 8 of 10 DocuSign Envelope ID: 1BA90275-CO48-437F-ACEC-13F73597F313 WARE Mt1LCOMB ARCHITECTURE PLANNING INTERIORS CIVIL ENGINEERING BRANDING BUILDING MEASUREMENT IV. Supplemental Services: The following items are not contemplated or included within Ware Malcomb's Scope or Fee. Ware Malcomb may perform certain services among the list below as an additional service and for an additional fee. A. ADA Survey B. Workplace Strategy C. Change Management / Communications D. Existing Furniture inventories E. Furniture selection / coordination F. Furniture installation plans of final specifications G. Record drawings H. Perspective or 3D Renderings, Virtual Reality, Panoramic Images, or Animation fly throughs I. Branding services such as Identity/Logo, Stationery System, Branding, Marketing Materials/Leasing Brochures, Website, Multi -Media Presentations, and Environmental Graphics J. Changes to the Program or building area K. Specialty Retail or Salon Fixture Displays / Millwork L. Permits or Agency fees M. Changes or revisions subsequent to completion of Design Development Phase including contractor Value Engineering, except for those required for refinement or code compliance N. Signage or Public Art selection 0. Project Manual or Specification Book/Binder P. Landscape Design or Documents Q. Kitchen Design or Consultants R. Preparation of meeting minutes during construction S. Contract Administration more than 15 days beyond date of substantial completion T. Multiple bid processes or negotiations with General Contractors U. Contractor submittal reviews beyond the initial review and one backcheck V. Cost Estimating Services. W. Retaining wall design X. Design of non-standard structural systems due to sub -grade seismic or soils conditions Y. BOMA Calculations Z. Lighting design, audio visual or communication consultants AA. Acoustical design BB. Material Handling Coordination CC. Equipment As-Builts DD. Racking coordination EE. Emergency generator and fuel system design or storage tanks FF. Parcel maps, lot line adjustments, zone changes or environmental clearances GG. Variances or Entitlements, Legal Descriptions, or Special Planning Processes HH. Any and all other services not specifically described as part of the Basic Services 10 Edelman, Irvine, CA 92618 P 949.660.9128 F 9492-8t�d1 494 4.20.2020 PAGE 9 d 10 DocuSign Envelope ID: 1BA90275-CO48-437F-ACEC-13F73597F313 WARE NMLCOMB ARCHITECTURE PLANNING INTERIORS CIVIL ENGINEERING BRANDING BUILDING MEASUREMENT V. Compensation: To be determined based on specific project scope. Note: Ware Malcomb offers the following additional/integrated/in-house services. We may perform any or all of these services at your request for an additional fee: a. LEED@ Coordination & Management b. Branding (including Signage) C. Civil Engineering VI. Reimbursable Expenses: Standard expenses are in addition to our fees. Reimbursable expenses for such things as printing, plotting, renderings requested by Owner, postage and handling, delivery costs, travel and mileage, reproductions and facsimiles, are charged at the standard rate of cost plus fifteen percent (15%).The Client shall be responsible for plan check fees and shall provide payment directly to the Authority having Jurisdiction; plan check fees will not be handled as a reimbursable expense. VII. Payment to Ware Malcomb: All payments shall be due upon receipt of invoice, or as mutually agreed via a written contract. Billings shall be based on a percentage of completion on a Phase basis. Fees for all services up to and including Contract Documents and any unpaid billings shall be due and paid prior to submittal for agency plan check. Thank you for this opportunity and we look forward to working with you. Best regards, Ware Malcomb Mary Cheval, NCIDQ, CID, IIDA Principal 10 Edelman, Irvine, CA 92618 P 949.660.9128 F 9492-8t�d1 495 4.20.2020 PACE 10 of 10 DocuSign Envelope ID: 1 BA90275-004&437F-ACEC-13F73597F313 FEE PROPOSAL 25G-496 3 DocuSign Envelope ID: 1BA90275-0048-437F-ACEC-13F73597F313 Fee Proposal The fee propsoal has been submitted concurrently with the technical proposal, but submitted separately per the RFP. P - f.9�"RF NRLCOMB 04.20.2020 19E DocuSign Envelope ID: 1 BA90275-004&437F-ACEC-13F73597F313 CERTIFICATIONS 25G-498 DocuSign Envelope ID: 1BA90275-0048-437F-ACEC-13F73597F313 Appendix ATTACHMENT CERTIFICATIONS NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) In conformance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived, or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any other BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non -collusion Affidavit is part of the Proposal. BIDDERS are cautioned that making a false certification may subject the certifier to criminal prosecution. Signed State of California County of Orange Subscribed and sworn to (or affirmed) before me on this 20th day of April , 2020, by Mary Cheval , proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me Notary Public Signature Notary Public Seal City of Santa Ana RFP 20-040 26G`At h%79 DocuSign Envelope ID: 1BA90275-0048-437F-ACEC-13F73597F313 NON -LOBBYING CERTIFICATION The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities," in conformance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such subrecipients shall certify and disclose accordinalv. Signed: Title: Principal Firm: Ware Malcomb Date: April 20, 2020 City of Santa Ana Aena RFP 20-040 26V'50U DocuSign Envelope ID: 1BA90275-0048-437F-ACEC-13F73597F313 NON-DISCRIMINATION CERTIFICATION The undersigned Contractor or corporate officer, during the performance of this contract, certifies as follows: The Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Contractor shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Contractor shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Contractor shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Contractor's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. City of a$ 20-040 A - 1 DocuSign Envelope ID: 1BA90275-0048-437F-ACEC-13F73597F313 7. The Contractor shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Contractor becomes involved in, or is threatened with, litigation with a subContractor or Contractor as a result of such direction by the administering agency, the Contractor may request that the United States enter into such litigation to protect the interests of the United States. 8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, no discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any Contractor of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter. Signed: Title: Principal Firm: Ware Malcomb Date: April 20, 2020 City 0-040 A _ L DocuSign Envelope ID: 1 BA90275-004&437F-ACEC-13F73597F313 SUBCONSULTANT QUALIFICATIONS 5 25G-503 DocuSign Envelope ID: 1BA90275-0048-437F-ACEC-13F73597F313 Brandow &Johnston 700 South Flower Street, Suite 1800 Los Angeles, California 90017 p.213.596.4500 I ww.bjsce.com W Newport Beach Office O 3300Irvine Avenue, Suite 245 L Newport Beach, California 92660 A li p. 949.862.8500 r— I Brandow & Johnston, with offices in downtown Los Angeles and Newport Beach, is the premier A: structural and civil engineering firm in Southern California. We provide state-of-the-art structural Um and civil engineering design, and related professional consultative and forensic services. Our firm is proud to be identified among those who built the Los Angeles we see today. Two visionary and legendary structural engineers -George Brandow and Roy Johnston -started as partners in 1945 to engineer the first height limited buildings constructed in Los Angeles after World War II, the first over height building allowed by ordinance, the first all welded structural steel office building, and the city's first major high rise. Since then, with expertise in every building type,every construction method, and every material alternative, we've successfully completed over 35,000 projects. Throughout our seven decades of professional practice, Brandow & Johnston has built on a rock solid foundation of experience and client service to become the leader in Southern California in structural and earthquake engineering. At Brandow & Johnston, we understand your needs, commit to your success, and exceed your expectations. Our engineering services will be responsive, innovative, and always mindful of the demands of time and budget. Our Structural Engineering services begin at the earliest stages of project conception and continue throughout project planning, final design and construction, ensuring client satisfaction. We provide responsible engineering, efficient designs, and we are committed to creating sustainable and low impact developments. Catering to both public and private clients, we pride ourselves in maintaining long term relationships based on successful work performed and integrity. As early adopters of the revolutionary Revit Structure software using Building Information Modeling (BIM), we have become pioneers efficiently leading the way from project inception to completion. To date, we have completed over 1,000 projects using Revit(BIM). Brandow&Johnston is adequately staffed with licensed engineers that specialize in public buildings. These professionals work diligently to design and engineer structures that meet all state and local agency requirements as well as adhering to all currentcodes. Structural BRAN DOW& JOHNSTON 25G-504 structural+ civil engineers a 1h DocuSign Envelope ID: 1BA90275-0048-437F-ACEC-13F73597F313 OTHER EXPERIENCE ON CALL SERVICES INCLUDE: Orange County Public Works City of Burbank City of Beverly Hills City of Rancho Cucamonga County of Los Angeles USC On Call List City of Anaheim Convention Center The Aerospace Corporation City, County and Port of San Diego Division of the State Architect. Plan Review The California State University, Fullerton CITY OF BEVERLY HILLS, Beverly Hills, CA Public Works Maintenance Warehouse Chamber of Commerce, Building Remodel Roxbury Park Community Center Fire Station No. 2 Police Facility, EOC Expansion CITY OF BURBANK, Burbank, CA City Yard Services Building Seismic Strengthening and Alterations Verdugo Recreation Center Olive Recreation Center Refuse Locker Room Police Pistol Range Fire Station #16 Starlight Amphitheater Field Services/Administration Building COUNTY OF LOS ANGELES Street Supervisor's Office Police Evidence Building Administrative Services Building Wells Fargo Building Water Reclamation — Blower Building Water Reclamation —Operations Building McCambridge Recreation Center Rowland Heights Community Center, Rowland Heights, CA DMH San Fernando Mental Health Feasibility Study, San Fernando, CA Mental Health Facility Scoping Documents, Arcadia, CA LAC/HUCLA CCC & HUB Tenant Improvements, Torrance, CA LAC+USC Medical Center Parking Structure Stair Replacement, Los Angeles, CA LAC+USC Medical Center Protective Canopy, Los Angeles, CA VIP North Hall Renovation LAC+USC Medical Center, Los Angeles, CA Fire Station #143 Scoping Drawings, Santa Clarita, CA CITY OF BALDWIN PARK, Baldwin Park, CA Zocalo Civic Plaza and New Retail Building CITY OF PASADENA, Pasadena, CA Seismic Evaluation Report for Fire Station #39 Indoor/Outdoor Firing Range, Pasadena Police Department Structural BRAN DOW & JOHNSTON structural +civil engineers 25G-505 1% DocuSign Envelope ID: 1BA90275-0048-437F-ACEC-13F73597F313 Pearson, Jim Pearson has 28 years of experience in the structural engineering field which includes new building design and the rehabilitation of existing structures in both the public and private sectors. He brings vast expertise over wide range of structural systems including concrete, steel, wood, masonry and structural metal studs. His portfolio includes many municipal and public works projects as well as public education, private retail, residential and office buildings. Mr. Pearson is the President of Brandow & Johnston, A 75- year old Structural and Civil Engineering firm of over 40 highly qualified engineers andstaff. Education: B.S. Architectural Engineering Cal Poly San Luis Obispo Registrations/Certifications: Civil Engineer, California No.54484 Structural Engineer, Californiallo.4335 Experience: Brandow & Johnston 2016 - Present Saiful Bouquet, Inc. 1996-2016 Englekirk Structural Engineers 1992-1999 Professional Organizations: SEAOSC_Structural Engineers Association of Southern California AISC American Institute of SteelConstruction CASH Coalition ForAdequate School Housing Representative Projects: LA -RIGS LMR (Land Mobile Radio)) 13 Full Design Sites + 5 Partial Design Sites, Los Angeles, CA LA -RIGS LTE Phase 218 sites Los Angeles, CA DPW Data Center Feasibility Study Pomona, CA Kaiser Southbay Central Plant Upgrades Harbor City, CA UCLA Steam Tunnel Seismic Upgrades Westwood, CA Casa Colina Rehabilitation Hospital Central Plant Pomona, CA Inglewood Water Treatment Facilitylmprovements Inglewood, CA Vasquez Rocks County Park Ranger Station Agua Dulce, CA Vasquez Rocks County Park Interpretive Center Agua Dulce, CA Enterprise Park Pool Building Replacement Willow Brook, CA Ted Watkins County Pool Los Angeles, CA Manhattan Beach Library Manhattan Beach, CA Topanga Canyon Library Topanga, CA County Fire Fleet Maintenance Office Los Angeles, CA New Office Space Hollywood Recreation Center Park, New Pool Building and Facilities, Hollywood, CA Echo Park Recreation Center, Renovation and Moderniza- tion, Echo Park, CA Echo Park Indoor Pool, Reconstruction with Seismic Retrofit of Damaged Natatorium, Echo Park, CA City of Los Angeles Recreation and Parks Department Hollywood Park Pool, Hollywood, CA Structural Echo Park Rec. Center, Echo Park, CA Echo Park Pool, Echo Park, CA BRANDOW &JOHNSTON 25G-506 structural+ civil engineers a DocuSign Envelope ID: 1BA90275-0048-437F-ACEC-13F73597F313 Caravalho, Kim Caravalho has 29 years of structural design experience, 20 with Brandow & Johnston. Ms. Caravalho's attention to detail and ability to bring projects in on time and on budget regardless of size and scope is extraordinary. Her experience and expertise with municipal projects, student housing, K-12 education, higher education, laboratories and tenant improvement projects has molded Kim into a very well-rounded structural engineer. She is comfortable taking on challenging projects and providing safe, high -quality and award winning design solutions for our clients. As Vice President, Ms. Caravalho is a true leader and champion to our young engineers. She is responsible for all phases of design development, detailing, construction administration and client interface. Not only is she a leader in the office; outside of the office she is very active in professional organizations and most notably assists in exam development for Professional Engineers in California. Education: Representative Projects: University of Southern California Canyon Country Community Center, City of Santa Clarita MSCE & BSCE Santa Clarita, CA Registrations/Certifications: Civil Engineer, California No. 57164 Structural Engineer, California No. 4896 Professional Engineer, Iowa P24915 Professional Engineer, Connecticut PEN.0031457 Professional Engineer, Colorado PE 0053089 Structural Engineer, Arizona PE 64539 Professional Engineer, Florida 85742 Professional Engineer, Georgia PE041166 Professional Engineer, Idaho PE 17531 Professional Engineer, Michigan PE 6201066336 Professional Engineer, Nevada 025346 Professional Engineer, New York NO. 16573 Professional Engineer, Texas 131826 Professional Engineer, Virgina 59129 Civil Engineer, Washington PE 55447 Professional Engineer, Wyoming 16458 Experience: Brandow & Johnston 1999 - Present Professional Organizations: SEAOSC_Structural Engineers Association of Southern California AISC American Institute of Steel Construction Rowland Heights Community Center for LA County Rowland Heights, CA Roxbury Park and Community Center for City of Beverly Hills, Beverly Hills, CA City of Beverly Hills, DWP Maintenance Warehouse Beverly Hills, CA Fontana Police DepartmentExpansion Fontana, CA Banning Justice Center, (New Courthouse) Banning, CA Live Oak Library Relocation, Los Angeles County Dept. of Public Works, Arcadia, CA City Yard Services Building, City of Burbank, Burbank, CA Diemer Water Treatment Plant Office Building & Shop Building, Metropolitan Water District, Yorba Linda, CA City of Pasadena, Dept. of Water & Power Operations Bldg New Office Building Office and Warehouse Renovation City of Burbank As -Needed Seismic Strengthening Projects, City of Burbank, CA: Northwest Library Verdugo Recreation Center Olive Recreation Center Water Reclamation Field Services/Administration Building McCambridge Recreation Center Johnny Carson Park Restrooms Valley Park Restrooms Water Reclamation — Operations Building Water Reclamation — Blower Building Administrative Services Building Building Maintenance/Parks Storage 25G-507 DocuSign Envelope ID: 1BA90275-0048-437F-ACEC-13F73597F313 '"T Ryan Bishoff, Ryan Bishoff has 12 years with Brandow and Johnston, Irvine office. As Principal, Ryan has worked on many different projects ranging in size and scope, from major and minor central plant renovations, replacements, and new construction projects, minor structural alterations, majortenant improvements, to high-rise commercial and industrial projects. Ryan is involved in the completion of all phases of project development, construction administration, structural design and system selection, seismic design of major projects, construction administration of major projects including structural evaluations, renovations and strengthening. Education: University of California, Irvine; BSCE Registrations/Certifications: Civil Engineer, California No. 77753 Structural Engineer, California No.6250 Experience: Brandow & Johnston. 2008 -Present Professional Organizations: SEAOSC_Structural Engineers Association of Southern California AISC American Institute of SteelConstruction ASCE_American Society of Civil Engineers ACI American Concrete Institute Instructor. UC Irvine, Class 181, Senior Engineer Design Class Outside Client -Consultant, 2008-Present Structural Representative Pro "ects: Restroom Bldg & S�ade Structure San Juan Capistrano, CA Sendero Fields, Restroom Bldg. & Shade Structure San Juan Capistrano, CA Miller Park, Restroom Bldg. &AmphitheaterStructure Fontana, CA Orange Library, Renovation and Expansion Orange, CA Fullerton Library Renovation and Expansion Fullerton, CA City of Ontario, City Hall Building, City Hall East Interim Facility, & Bon View Facility Addition and Renovation of the existing building, Ontario, CA John Cooper Lab Building Retrofit - Orange CountyPublic Works, Santa Ana, CA Chino Police Station, Converting an existing warehouse building to an essential facility, Renovation and Seismic Retrofit, Chino, CA Tower Jazz, Cooling Tower Sound Abatement Newport Beach, CA Medtronic- Orangye County Consolidation Project, Addition & Renovation, R&D Lab & Manufacturing, Design Build Project, Santa Ana, CA California State Polytechnic University, Library, 90,000 SF New Building Addition & Seismic Retrofit of the existing 6 story building with Viscous Dampers, Pomona, CA Anaheim Convention Center, Car Park 4 Repair Anaheim, CA Eaton Fluid Power Group, Mechanical Plant Irvine, CA Applied Medical Bridge Building, Central Plant Lake Forest, CA Medtronic Orange County Consolidation New Building And Renovation Of Existing Buildings Santa Ana, CA Appplied Medical Campus Tenant Improvement, Buddmgs B1, B2, B3, B4, Rill, Amp lii, T1 K2, Rancho Santa Margarita, CA 25G-508 BRAN DOW & JOHNSTON structural + civil engineers a _— - SSY QUALIFICATIONS consult +engineer +commission PIP CIVIC AND COUNTY EXPERIENCE APRIL 2020 DocuSign Envelope ID: 1BA90275-0048-437F-ACEC-13F73597F313 1. Firm Profile 2. Relevant Experience 25G-510 Firm Profile M SYSKA HFNNFSSY GROUP DocuSign Envelope ID: 1BA90275-0048-437F-ACEC-13F73597F313 FIRM OVERVIEW ABOUT SYSKA HENNESSY At Syska Hennessy Group, we create exceptional environments. We do this by focusing our high performance engineering, consulting and commissioning services on our clients' business practices and challenges, creating projects that position them for success. Drawing on 90 years of engineering experience, we have helped to shape the skyline in cities around the world. Creating building systems in some of the most iconic and technically -advanced buildings has taught us to balance a truly global perspective on best practices with a very clear focus on our clients and their specific needs. Key to our success is our ability to collaborate and communicate with all project team members. Collaboration is a part of Syska's DNA and is exhibited in the variety of delivery models we embrace: traditional, design assist, design -build and public private partnerships all bring us to the table In creative and significant ways. OUR SERVICES As we engage with the entire project team, we contribute technical depth and strategic design understanding to deliver performance insights and operational advantages. Our energy and simulation modeling expertise allows us to predict design implications and anticipate opportunities and challenges across the entire project lifecycle. Our Revit and BIM experience allows us to collaborate in unique and powerful ways with the owner, the design team and the contractor. These tools are supported by our can -do attitude, proactive approach, and know-how acquired over years of practice. Taken together, these skills, attitudes, and tools support our clients' ability to make informed decisions about their project, from inception, through design and construction and into the operational phase. Architectural Vertical Lighting Sustainability Transportation y ICT Fire and (IT, Audiovisual, Life Safety Security & BMS) MEP Commissioning KEY FACTS 500 employees in 18G� locations worldwide Locations Atlanta, GA Boston, MA Charlotte, NC Chicago, IL Dallas, TX Hamilton, NJ Jacksonville, FL Los Angeles, CA New York, NY Orange County, CA Raleigh, NC Richmond, VA San Diego, CA San Francisco, CA Silicon Valley, CA Washington, DC Dubai, LAE Shanghai, PRC 2. Relevant Experience M SYSKA HFNNFSSY GROUP x - - L 3 O O O➢ V�\ c ; a a - EH oaEo �._�ah s m a �� o a Q `o Em �3 o xLL E -eE O E t o x E m 3 WSW ` x J E� EmE T aU f-I H i'u m a �« v. r E c E m oE i ly z E - za VZ O �O r�E Ou) WF o > m °a 3 H m H m m m of | 2 M 0 W _- - D `- mg«- / =D 0 \ 0 oE } -- \ \\\\\d\\ \ I Ek I � I�' A W _ z _o E3vr�E=� $a Q o E➢� 'T 8 z E mu oo> ooE'3y m u U o E � U� ��bssa 3viN E 3o EE _ -- E_ EPEmE� � o� E_ o w o E ve � mS mY EE= E 8- 3 E s - EE1�� _aa EsvE�mE¢ _ EE =EE= E1518 wrl LL-i a LL OH Eo O O ��sEN�➢¢9oR� 0 � - _ s d E V a m ENE E Y � f E E s O F O3 - - E a E a Y➢ E E o c 3 o ¢ U~~ a s s 3 a c Z ? Y H c 3" 3 o j� 3 S �� o L— E s � F — TE DocuSign Envelope ID: 1BA90275-CO48-437F-ACEC-13F73597F313 � �ll oil,�� GOVERNOR GEORGE DEUKMEJIAN COURTHOUSE Long Beach, California Winning Multiple Awards for a 3P Project Syska's work on the Long Beach Courthouse, a public -private partnership, Included designing, constructing, financing, operating, commissioning, and maintaining the building, as well as renovating the existing parking structure. The new courthouse, which provides space and services forjudicial proceedings in Los Angeles County's Superior Court, replaces a 50-year-old existing structure. The design Includes 31 courtrooms with accompanying holding cells, administrative office space, and secure parking. It also Includes office space used by the County of Los Angeles for administrative purposes and additional office space for commercial and retail tenants. We developed a cabling Infrastructure system for technology distribution to support communications for staff, employees, and visitors. The technology distribution centered on passive (structured cabling) and active equipment (network equipment). The Infrastructure provided an optimal level of performance, reducing the operating costs In support of multiple Integrated and converged systems for voice, data, wireless, AV, DIMS, and security. Our team used a number of Innovative solutions to overcome the project's technological challenges through a versatile cabling Infrastructure that can accommodate future converged networks. The project received multiple awards Including Design -Build Institute of America's (DBIA) Civic Buildings, National Award of Merit, and ENR's 2014 Best Global Project. Project Features Public Private Partnership Design-Build/Lean Process Parking structure renovation Network and cabling Infrastructure High -volume judicial proceedings Architect AECOM Services Provided CFD modeling, Mechanical, Electrical, Plumbing, BIM/Revlt, IT/Telecommunications Size 531,000 sf 4 & 5 Stories (two buildings) Completion Date 2013 Construction Cost $300,000,000 Sustainability LEED Gold DocuSign Envelope ID: 1BA90275-0048-437F-ACEC-13F73597F313 W CONFIDENTIAL TRANSPORTATION AGENCY - CONSOLIDATION AND EXPANSION San Francisco, California The confidential Transportation Agency's real- time command and control functions resided In 5 different locations dispersed around the city with undersized facilities and outdated systems. Seeking to consolidate Its real-time command and control functions Into a single, adequately - sized, secure facility with fully Integrated and up- to-date systems, the agency leased the7th floor of a building in the heart of the city. The design environment accommodated a raised floor design, providing heavy power and emergency power generation with a 90,000 gallon diesel fuel tank on site. Also on site were provisions for 200,000 gallons of water, high security design, and extraordinary HVAC capacity and chiller capacity for the agency's Computer Room Air Conditioning (CRAC) units. The agency selected Syska to design the mechanical, electrical and plumbing systems for the new sustainable building. The design Included a raised floor environment with Computer Room Air Handling (CRAH) units tied to chilled water, two new server and command rooms with central UPS, which tied into the buildings generators, N+1 CRAC units, underfloor supply/overhead return, hot& cold aisle, new VAV boxes, low pressure ductwork, new lighting power distribution, fire alarm system and associated components. The new plumbing system Included a break room and shower room. Syska also provided LEED consulting and commissioning services. Syska's commissioning approach, Integrating owner, operator, engineer, contractor with the commissioning authority, was key to facilitating clear and effective communication among all team players, ensuring an effective project turnover. Running on a tight project schedule, Syska's team stayed In constant communication with all other stakeholders to ensure that project goals and deadlines are met. Syska's collaborative project approach allowed the team to overcome significant challenges that come adaptively reusing a building originally designed as a single -tenant building, and repurposing It Into a sustainable multi -tenant building with an active multi -floor data center and parking garage. Architect RMW Architecture Services Provided � � a Mechanical, Electrical, Plumbing, Sustainable Design, Building Management Systems, Architectural Lighting Design, Energy Services, Commissioning, Fire Alarm / Life Safety Size 40,000 sf Completion Date 2013 Construction Cost $32,500,000 -1717lllll Ili FTHIITTT7 II�TTT�1771 ITT ITfTI IF hiiin miiii`iei�"9i�r,� �, nnii uinrin r �% to COUNTY OF SAN DIEGO, PHASE I - URBAN CAMP AT THE JUVENILE JUSTICE CENTER San Diego, California The County of San Diego Is In the process of renovating and rebuilding the existing site and campus at the Juvenile Justice Center. The new facility represents a shift away from the correctional model of detention and fully embraces the positive youth development model. In this model, staff will engage youth through the lens of adolescent development and future opportunities. Phase I of the project Includes replacing the girls' rehabilitation facility and urban camp units with a new 131,000 sf,128-bed urban camp facility. This phase Includes community supervision services, juvenile probation center, urban camp setting, and consolidated detention for up to 350 youth and probation administration. The design - build project will also Include new parking Tots, sltework, and a new central plant to serve future phases of the replacement project. Phase 2 will consist of replacing the existing juvenile hall with housing units to accommodate 112 beds. Syska is providing electrical engineering and architectural lighting design services. Project Features Stand-alone medical unit with general and mental health treatment Exceeding Title 24 by at least 20% Design -build Entity Contractor: Balfour Beatty Architect: DLR Group Services Provided Electrical, Architectural Lighting De Size 131,000 sf 25�523 Completion Date 2021 Estimated Construction Cost $112,000,000 Sustainability Pursuing TEED Gold Designed for Zero Net Energy y_A Ali DocuSign Envelope ID: 1BA90275-0048-437 F-ACEC-13F73597F313 E - _ THE CITY OF SAN FRANCISCO, PUBLIC SAFETY BUILDING San Francisco, California Combining Power Regeneration with Vertical Design As part of an overall plan to deconstruct Its once aging Hall of Justice, the City of San Francisco built new police headquarters In Mission Bay. The building's broader role brings a sense of civic well-being to an emerging neighborhood, where shiny offices and condo developments are Islands surrounded by empty lots. The complex also Includes the local police and fire station and a 230-space parking garage for fleet vehicles. The 1930's brick firehouse, that was once the only building on the lot, was Incorporated and converted Into a community meeting space. The architects' plan was to develop a seismically sound facility that "felt civic and Inviting, not bunker -like and heavy,' despite the various security Issues. To keep thefloorpiate relatively thin, the building was designed as a Z-shaped tower of four floors, which houses the police headquarters, sitting atop a two-story plinth that contains the local fire and police stations. A large cross-section of the center of the "Z' which Is partially transparent to both cross -streets, showcases a monumental Interior staircase. The architects also used a lot of glass on the building's most public face, on Third Street, In order to convey a sense of civic transparency. Syska's role on the project was to design the vertical transportation system. One feature of our design Included an energy -efficient elevator system that used regenerative drive and enabled power to be restored back Into the building's electrical supply. The team worked closely with the architect to preserve the historical fabric of the building. Project Features Police station Assembly space Office space Command center Holding facility Parking structure Community space Historic fire house Architect Mark Cavagnero Associates Architects HOK Services Provided Vertical Transportation Size 300,000 sf Completion Date 2015 Construction Cost $164,000,000 Sustainability FFFD Gold DocuSign Envelope ID: 1BA90275-0048-437F-ACEC-13F73597F313 viii qw �,� 1111 r CITY AND COUNTY OF SAN FRANCISCO DPW ON -CALL SERVICES San Francisco, California Syska Hennessy Group is currently designing various elevator and escalator equipment assessments, modernization design, construction services, for the City and County of San Francisco Department of Public Works. Project Value $20,000,000 Contract Value $750,000 25�525 Project Dates 2015-2022 DocuSign Envelope ID: 1BA90275-0048-437F-ACEC-13F73597F313 GLENDALE CENTRAL LIBRARY RENOVATION Glendale, California The Glendale Central Library Is the hub of the Glendale Public Library system which Includes six branch libraries, an art and music center, and a bookmobile. In addition to being a traditional lending library, the Central Library Is a civic center providing community Information and educational services such as author lectures and book signings, book discussion groups, and computer workshops. The Library features an activechildren's room, teen center, computer lab, large audio-visual collection, an International materials collection, conference rooms, a 200-seat auditorium and a bookstore operated by the Friends of the Glendale Public Library. The Special Collections Room houses valuable photographs and documents that chronicle the history of Glendale. Additionally, there Is a "Man's Inhumanity to Man" space dedicated to the Armenian massacre. The Central Library required comprehensive assessment and upgrades to the existing 92,600sf footprint of the Library as well as the surrounding landscaped open-air areas north and east of the Library . The primary focus of the renovation was to enhance the performance of the Library's various functional elements, increasing sustainabillty, and enhancing the civic presence of the Library within the greater downtown area. Syska Hennessy Group was selected as part of the design team to provide full mechanical, electrical and plumbing engineering services. Architect Gruen Associates 25G-526 Services Provided Mechanical, Electrical, Plumbing, Architectural Lighting Design Size 92,600 sf Completion Date 2015 Construction Cost $5,350,000 Locations �. Atlanta, GA SYSKA HENNESSY Boston, MA GROUP Charlotte, NC Chicago, I L Dallas, TX Hamilton, NJ Jacksonville, FL Los Angeles, CA New York, NY Orange County, CA Raleigh, NC Richmond, VA San Diego, CA San Francisco, CA Silicon Valley, CA Washington, DC Dubai, LIAE Shanghai, PRC CONTACT Robin Mosley, PE, LEEDAP Associate Partner t. 949.396.1539 e. rmosley@syska.com syska.com DocuSign Envelope ID: 1BA90275-0048-437F-ACEC-13F73597F313 Mary Cheval, CID, IIDA Principal mcheval@waremalcomb.com P 949.660.9128 10 Edelman Irvine, California 92618 waremalcomb.com 25G-528 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 17, 2020 TITLE: AWARD AGREEMENT TO AQUA -METRIC SALES COMPANY IN THE AMOUNT OF $29,683,230 FOR THE IMPLEMENTATION OF THE AUTOMATED METERING INFRASTRUCTURE PROJECT; APPROVE SOFTWARE AS A SERVICE AND SPECTRUM LEASE AGREEMENT WITH SENSUS USA, INC.; AWARD A HOSTING SERVICES AGREEMENT IN THE AMOUNT OF $12,720 AND A SOFTWARE LICENSE AND SERVICES AGREEMENT IN THE AMOUNT OF $153,588 TO SMARTWORKS FOR A METER DATA MANAGEMENT SYSTEM; AND AWARD AN ANNUAL SUPPORT SERVICES AGREEMENT TO AQUA -METRIC SALES COMPANY IN AN AMOUNT NOT TO EXCEED $84,996 ANNUALLY (NON -GENERAL FUND) /s/ Kristine CITY MANAGER CLERK OF COUNCIL USE ONLY: :••C• It ❑ As Recommended ❑ As Amended ❑ Ordinance on 1 s' Reading ❑ Ordinance on 2od Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO 1�1��►U1�1:3q:7 RECOMMENDED ACTION 1. Authorize the City Manager to execute an agreement with Aqua -Metric Sales Company for the installation and management of the Automated Metering Infrastructure project, for a total aggregate amount not to exceed $29,683,230 including contingency, for a term beginning upon execution of the agreement and ending upon project completion, subject to non - substantive changes approved by the City Manager and City Attorney. 2. Authorize the City Manager to execute a Software as a Service and Spectrum Lease Agreement with Sensus USA, Inc. for usage rights to transmit meter -related data on Sensus' spectrum, for a five-year term beginning upon the execution of the agreement, with the option to renew for an additional five-year term, subject to non -substantive changes approved by the City Manager and City Attorney. Authorize the City Manager to execute a Hosting Services Agreement with Smartworks for data hosting related to a Meter Data Management System for a one-year term beginning on 25H-1 Approve Agreements for AMI Project Implementation November 17, 2020 Page 2 November 17, 2020 and ending on November 16, 2021 with annual renewal options, in the amount of $12,720 for the initial term, increasing by approximately 4% each year thereafter, for an annual amount not to exceed $14,881, subject to non -substantive changes approved by the City Manager and City Attorney. 4. Authorize the City Manager to execute a Software License and Services Agreement with SmartWorks for a Meter Data Management System for a one-year term beginning on November 17, 2020 and ending on November 16, 2021 with annual renewal options, in the amount of $153,588, which includes a one-time license fee of $122,870 and an annual maintenance and support fee of $30,718, with the maintenance and support fee increasing by approximately 4% at each renewal, in an annual amount not to exceed $35,936, subject to non -substantive changes approved by the City Manager and City Attorney. 5. Authorize the City Manager to execute the Annual Support Services Agreement for hosting services, maintenance and extended warranties with Aqua -Metric Sales Company for a one- year term beginning November 17, 2020 and ending on November 16, 2021 with annual renewal options, in an amount not to exceed $77,853 annually for the initial term and first renewal, increasing by approximately 3% each year thereafter, for an annual amount not to exceed $84,996, subject to non -substantive changes approved by the City Manager and City Attorney. 6. Direct staff to pursue financing options for project costs. DISCUSSION The Public Works Agency's Water Resources Division, provides potable water to approximately 45,000 customers, which includes all of the City's residents, businesses, and institutions. Water distributed to customers is measured by traditional water meters, which are read manually every two months to gather and process usage data for the water bill. In October 2016, a feasibility study completed by Black & Veatch, Inc. concluded that upgrading to an Automated Metering Infrastructure (AMI) system would be a more efficient and effective method to meter customer accounts. Subsequently, the Water Resources Division contracted Utiliworks Consulting, Inc. to provide advice on system requirements and capabilities that would most benefit City water customers, as well as assist in the development of procurement documents. The proposed AMI project will provide for the replacement or retrofit of all City water meters with smart water meters capable of automatically communicating water system data. This will be accomplished via two-way communication equipment to be installed at the existing West, East, and South Pump Stations, and atop City Hall. Procurement of a 'Headend System', which collects the meter data, and a Meter Data Management System (MDMS), which verifies and validates the data before sending it to the City's existing Customer Information System (enQuesta), are also part of the project. 25H-2 Approve Agreements for AMI Project Implementation November 17, 2020 Page 3 An AMI system will improve the customer experience by providing much greater consumption detail on individual water accounts enabling customers to proactively manage their water consumption. Additionally, through the integration of the MDMS with enQuesta, the Municipal Utility Services department will have the ability to issue water bills on a monthly basis, improving cash flow to the City. The proposed system will also allow for the automation of water meter -related work orders communicated to the Public Works Agency, improving response times and reducing field visits. With residential customers comprising approximately 87 percent of the water system accounts, staff proposes utilizing water meters with the capability to remotely turn on and shut off accounts, make rate adjustments and perform other meter functions in order to provide a more efficient customer service experience. The residential meters will also incorporate pressure and temperature readings allowing for improved system monitoring and preventative maintenance. All of this equates to a reduction in operations and water loss costs while improving operational efficiencies. A Request for Proposal (RFP) was advertised on the City's online bid management and publication system, with bids due on February 19, 2020. The RFP was constructed in such a way that bidders could propose on an inclusive turnkey solution, or bid separately for each of the three project components, giving the Public Works Agency the flexibility to select the best option for water customers. Fifty-seven contractors downloaded the project documents. Fourteen proposals were received and evaluated by a selection committee based on criteria as outlined in the RFP. The following four bidders were placed on a short list and invited for follow-up interviews: Firm Components Proposed Rank Aqua -Metric Sales Company All 1 Aclara Technologies, LLC All 2 Badger Meter, Inc. All 3 SmartWorks MDMS only 1 In accordance with the criteria set forth in the RFP, staff recommends awarding contracts to Aqua - Metric Sales Company for the coordination and installation of an AMI system (Exhibits 1 and 5), including metering and data transmission hardware; Sensus USA, Inc. fora spectrum lease (Exhibit 2); and SmartWorks for an MDMS that will provide enhanced data analysis capabilities and integration with the existing billing system used by the Municipal Utility Services department (Exhibits 3 and 4). Each proposal demonstrated high technical competency, experience performing the requested services, and a clear path toward achieving the goals set forth in the RFP. Below is a summary of the project's expected activities and costs by fiscal year: FY 2020-21 This year, the City will launch the project with the Alpha Proof of Concept (POC) Phase, which will include the installation, setup, configuration and integration of all network collector base stations, the Regional Network Interface, the SmartWorks MDMS, and enQuesta billing software. The Alpha 25H-3 Approve Agreements for AMI Project Implementation November 17, 2020 Page 4 Phase will also include the deployment of approximately 100 meters to confirm the accuracy of the network configurations. Costs for FY 2020-21 are estimated at $1,967,984, as follows: • Aqua -Metric: $465,812 materials and supplies; $356,449 network setup, installation, and configuration; $664,323 professional services; $3,267 product storage and warehousing; $187,352 meter installation; $124,473 annual fees including data hosting, licensing and support • SmartWorks: $122,870 one-time License Fee; $30,718 Annual Maintenance and Support Fee; $12,720 Annual Hosting Fee FY 2021-22 The Beta POC Phase will roughly coincide with the start of FY 2021-22. The Beta Phase will include the deployment of up to 1,000 smart meters to support acceptance testing. If all Beta Phase criterion are met, the Full Deployment Phase will begin within this fiscal year. Costs for FY 2021- 22 are estimated at $7,220,953 including contingency, as follows: • Aqua -Metric: $4,956,716 materials and supplies; $31,552 professional services; $36,635 product storage and warehousing; $1,629,874 meter installation; $99,125 annual fees including data hosting, licensing and support; $421,875 contingency • SmartWorks: $31,947 Annual Maintenance and Support Fee; $13,229 Annual Hosting Fee FY 2022-23 Full Deployment Phase will continue with large-scale meter installations across the customer base. Costs for FY 2022-23 are estimated at $10,967,513, including contingency, as follows: • Aqua -Metric: $7,796,784 materials and supplies; $34,799 product storage and warehousing; $2,424,349 meter installation; $102,099 annual fees including data hosting, licensing and support; $562,499 contingency • SmartWorks: $33,225 Annual Maintenance and Support Fee; $13,758 Annual Hosting Fee FY 2023-24 Full Deployment Phase will conclude with the installation of all remaining meters and testing to verify system performance and full coverage of all meters. Costs for FY 2023-24 are estimated at $10,070,920, including contingency, as follows: • Aqua -Metric: $7,147,052 materials and supplies; $31,900 product storage and warehousing; $2,222,320 meter installation; $105,161 annual fees including data hosting, licensing and support; $515,625 contingency • SmartWorks: $34,554 Annual Maintenance and Support Fee; $14,308 Annual Hosting Fee FY 2024-25 Project completed, annual fees continue. Costs for FY 2024-25 are estimated at $159,133, as follows: • Aqua -Metric: $108,316 • SmartWorks: $35,936 Annual Maintenance and Support Fee; $14,881 Annual Hosting Fee To determine the level of annual rate revenue required to satisfy projected annual operating and capital cost requirements, the 2019 Water, Recycled Water and Sewer Rate Study Report 25H-4 Approve Agreements for AMI Project Implementation November 17, 2020 Page 5 developed a multi -year financial forecasting model for the City's Water Enterprise. No additional rate revenue is being proposed or pursued at this time. Staff will explore additional funding options such as the issuance of bonds or low interest loans from the Drinking Water State Revolving Fund to ensure that adequate reserve funds derived from customer revenue are available. ENVIRONMENTAL IMPACT In accordance with the California Environmental Quality Act Exemption 15301(b), the proposed project is exempt from further review. Categorical Exemption ER No. 2018-88 is on file for this project. FISCAL IMPACT The City has received grant funding in the amount of $4 million from the State Natural Resources Agency and funds are budgeted and available for expenditure. A maximum of $1,099,080 of State grant funds were allocated to the recent customer service and billing system software upgrade approved in a separate City Council Action on February 18, 2020. The remaining grant funds of $2,900,920 are available to fund the action items included in this request. The City has received awards totaling $1.5 million from the Federal Bureau of Reclamation for the AMI Project. These grant funds will be recognized and appropriated for expenditure in Fiscal Year 2021-22. Funds for the estimated project expenditures of $1,967,984 in FY 2020-21 are budgeted and available in the accounts listed below. Funding for the subsequent four years will be budgeted in future fiscal years as shown in the table below. Although the Water Enterprise had an accumulated fund balance of approximately $47 million at June 30, 2020 (unaudited), there is a series of water infrastructure projects planned that would spend down the accumulated fund balance over the next several years to maintain a target reserve level in the Water Enterprise, as outlined in the 2019 Water, Recycled Water and Sewer Rate Study Report presented to City Council on November 19, 2019. Therefore, staff recommends the pursuit of financing to fund the AMI project. As noted above, the rate structure already approved by City Council is sufficient to pay debt service on such financing. If City Council approves recommendation #6, staff plans to obtain financing by the end of calendar year 2021, which will require further approval from City Council. Accounting Fiscal Unit - Account Fund Accounting Unit - Account Amount Year No. Description No. Description (Project No.) 06617647-66301 Acquisition & Water Utility Capital Projects- $800,072 16-6460 Construction Water Capital Project FY 2020-21 06017645-62300 Water Administration & (16-6460) Water Engineering, Contract $167,912 Services -Professional 25H-5 Approve Agreements for AMI Project Implementation November 17, 2020 Page 6 Accounting Fiscal Unit - Account Fund Accounting Unit - Account Amount Year No. Description No. Description (Project No.) 16417642-66220 PW Water CA Natural Resources Grant (16-6460) Quality & Control — Improvements Other Than $1,000,000 Buildings FY 2020-21 Total $1,967,984 06617647-66301 Acquisition & Water Utility Capital Projects- $3,675,733 16-6460 Construction Water Capital Project 06017645-62300 Water Administration & (16-6460) Water Engineering, Contract $144,300 Services -Professional FY 2021-22 16417642-66220 PW Water CA Natural Resources Grant (16-6460) Quality & Control — Improvements Other Than $1,900,920 Buildings 16417641-66220 PW Water WaterSMART-Watershed (16-6460) Quality & Control Mgmt Prog— Improvements $1,500,000 Other Than Buildings FY 2021-22 Total $7,220,953 06617647-66301 Acquisition & Water Utility Capital Projects- $10,818,432 16-6460 Construction Water Capital Project FY 2022-23 06017645-62300 Water Administration & (16-6460) Water Engineering, Contract $149,081 Services -Professional FY 2022-23 Total $10,967,513 06617647-66301 Acquisition & Water Utility Capital Projects- $g 916,897 FY 16-6460 Construction Water Capital Project 06017645-62300 Water Administration & 2023-24 (16-6460) Water Engineering, Contract $154,023 Services -Professional FY 2023-24 Total $10,070,920 FY 06017645-62300 Water Administration & 2024-25 (16-6460) Water Engineering, Contract $159,133 Services -Professional FY 2024-25 Total $159,133 Total $30,386,503 Fiscal Impact Verified By: Kathryn Downs, CPA, Executive Director— Finance and Management Services Agency 25H-6 Approve Agreements for AMI Project Implementation November 17, 2020 Page 7 Submitted By: Nabil Saba, P.E., Executive Director— Public Works Agency Exhibits: 1. Master Project Agreement with Aqua -Metric Sales Company 2. Software as a Service and Spectrum Lease Agreement with Sensus USA, Inc. 3. Hosting Services Agreement with SmartWorks 4. Software License and Services Agreement with SmartWorks 5. Annual Support Services Agreement with Aqua -Metric 25H-7 EXHIBIT 1 CONTRACTOR AGREEMENT CITY OF SANTA ANA THIS AGREEMENT is made and entered into this day of , 2020 (the "Effective Date') by and between Thirkettle Corporation, dba Aqua -Metric Sales Company ("Contractor") located at 4050 Flat Rock Drive, Riverside CA 92505, 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 aesires to retain a contractor navme sneciai sK111 ana Knowieaee in the neia m: providing and installing a fully functioning Advanced Metering Infrastructure (AMI) / Meter Data Management (MDM) system, and related software and services in accordance with the Exhibits and Appendices herein and upon acceptance by City in accordance with Appendix D. B. Contractor represents that Contractor is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Contractor shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Scope of Services - Exhibit A, attached hereto and incorporated by reference. Further, Contractor intends to use the subconsultants below in the performance of this agreement through separate agreements between Contractor and subconsultants, to which City is not a party. Contractor shall be solely responsible to manage the work and deliverables of Contractor's sub -consultants for the timely completion of said project. Contractor's primary subconsultants are: • Concord Environmental Energy, Inc. dba Concord Utility Services, a California Corporation located at 24619 Washington Ave, Suite 202, Murrieta, CA 92562 • JM Electrical Services, a California based company located at 2581 Union Avenue, La Habra, CA 90631 SmartWorks, a division of N. Harris Computer Corporation located at 1 Antares Drive, Suite 400, Ottawa, Ontario K2E 8C4 ("Harris") Sensus USA Inc., located at 637 Davis Drive, Morrisville, NC 27560 2. COMPENSATION a. City agrees to pay, and Contractor agrees to accept as total payment for its services for City, the rates and charges identified in Parts, Material & Pricing - Appendix A. The total amount to be expended under this Agreement shall not exceed $29,683,229.61 during the term of this 2 5 H -8 Page 1 Agreement, including any extension periods exercised under Section 3. b. Payment by City shall be made within forty-five days (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. c. Any changes, alterations, additions, or substitution to the services, materials or supplies identified within Exhibit A, Appendix A — Parts, Material & Pricing will be submitted in accordance with the provisioned Change Order process as defined in the Agreement. Additional parts, materials, or services not defined within Appendix A — Parts, Material & Pricing will be quoted atthe time of occurrence atthe then current market value and be subject to City Council approval in the event an increase to the Project value as identified in Section 2 - Compensation is necessary. No additional parts, materials, or services will be provided under this contract unless authorized upon duly executed Change Order as outlined in the Agreement. d. Additional applicable payment terms appear in Exhibit A, Appendix D. 3. TERM This Agreement shall commence on the Effective Date and shall continue until all work and services are completed in accordance with the Exhibits and Appendices herein and upon acceptance by City in accordance with Appendix D for a fully functioning ANIL MDM for the City, unless terminated earlier in accordance with Section 16, below. 4. CHANGE ORDERS Contractor and City each acknowledge additional product and services not detailed or described herein may be required to complete the Work. Either Party may initiate a request to modify, add or remove additional product or services. No additional product or service will be inclusive unless upon written authorization from both Parties. Unless otherwise agreed upon, all additional product or services rendered will be quoted at current market values at the time of request. 5. PREVAILING WAGES Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent 25H -9 Page 2 contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Contractor under this Agreement ("Documents & Data"). Contractor shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Contractor represents and warrants that Contractor has the legal right to license any and all Documents & Data. Contractor makes no such representation and warranty in regard to Documents & Data which were provided to Contractor by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 7. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $2,000,000 per occurrence, with $4,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $2,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to 25H- 1 O Page obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Contractor is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. Contractors' Pollution Legal Liability and/or Asbestos Legal Liability and/or Errors and Omissions with appropriate language relating to projects involving environmental hazards, with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 policy aggregate. f. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: i. Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. ii. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City Risk Management Division prior to issuance of notice to proceed. iii. Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. iv. Contractor shall supply City with a fully executed additional insured endorsement. g. Certificate Holder shall be listed as: City of Santa Ana Risk Management Division 20 Civic Center Plaza, 4' Floor, M-28 Santa Ana, CA 92702 h. If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Contractor agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Contractor, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the 25H-11 Page defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Contractor shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Contractor to the City pursuant to this Agreement. 10. RECORDS Contractor shall keep records and invoices in connection with the work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. 11. CONFIDENTIALITY If either party hereto receives (the "Receiving Party") information from another party hereto (the "Disclosing Party") which due to the nature of such information is reasonably understood to be confidential and/or proprietary, the Receiving Party 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 Receiving Party disclosed in a publicly available source; (c) is in rightful possession of the Receiving Party without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Receiving Party without reference to information disclosed by the Disclosing Party. Each party agrees to store and maintain Confidential Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt Confidential Information in any way. In the event the security or integrity of any Confidential Information has been compromised or is 25H-12 Page believed to have been compromised, the party who identifies such breach of Confidential Information shall immediately notify the other party in which event, the parties agree to, in good faith, use all commercially reasonable efforts to cooperate with each other in identifying what information has been accessed by unauthorized means and shall fully cooperate with each other to protect such information from further unauthorized disclosure. 12. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. DISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City. 16. SUSPENSION OF WORK. Except in the event of force majeure pursuant to Section 18, and notwithstanding anything to the contrary contained herein, in the event of prolonged or indefinite delays or suspension of work caused by City, Contractor may, at its discretion and upon written notice to the City, elect to remove Contractor assets including but not limited to personnel, equipment, storage and disposal facilities, product and materials from the Project worksite. In this event, the City agrees to pay only for fees that were legally or contractually incurred by Contractor related to the Project and before the delay or suspension of work 25H-13 Page caused by City. 17. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination for Contractor's failure to perform the deliverables herein (the "breach") in accordance with the terms and conditions of this Agreement; provided breach has not been cured within thirty (30) days of Contractor's receipt of notice from the City, with such period being extended as necessary for Contractor to have a reasonable amount of time to cure, provided Contractor begins to cure such breach or violation within the 30-day period and diligently pursues completion of the same. In the event of termination by City under this section, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Contractor to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 18. FORCE MAJEURE Neither party shall be held liable for delay in fulfilling or failure to fulfill its obligations under this Agreement, if such delay or failure is caused by force majeure events beyond the reasonable control of such party, including, without limitation, natural calamity, acts of God, terrorist events, pandemic, or delays in product shipment caused by any of the preceding events, provided that the length of such delay or failure may not exceed the duration of the force majeure event. Payment obligations shall not be so excused. Each party shall notify the other in writing of any situation that may prevent performance under the terms and conditions of this Agreement within thirty (30) days of the force majeure event. 19. INFORMAL DISPUTE RESOLUTION. Except in the event of termination pursuant to Section 17, if either the City or Client has a claim, dispute, or other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and list the party's specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall commence the resolution process and make a good faith effort, either through email, mail, phone conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach or other matter in question that may arise out of, or in connection with this Agreement. If the Parties fail to resolve the dispute within sixty (60) days of the date of receipt of the notice of the dispute, they may seek any other available relief. Notwithstanding the fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute resolution process, the parties agree to continue without delay all of their respective duties and obligations under this Agreement not affected by the dispute. Either party may, before or during the exercise of the informal dispute resolution process set forth herein, apply to a court having jurisdiction 25H-14 Page for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests. 20. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 21. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 22. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Contractor shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 23. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 24. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council 25H-15 Page City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Executive Director, Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, California 92702 Fax: 714- 647-5635 To Contractor: Tommy Thirkettle President/CEO Aqua -Metric Sales Company 4050 Flat Rock Drive Riverside, CA 92505 Fax: (951) 637-1500 City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Fax: 714- 647-6515 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Daisy Gomez Clerk of the Council APPROVED AS TO FORM: CITY OF SANTA ANA Kristine Ridge City Manager SONIA R. CARVALHO CONTRACTOR: 25H-16 Page 9 City Attorney By : '�'. -f�L Johnitunk Assistant City Attorney RECOMMENDED FOR APPROVAL: Nabil Saba, PE Executive Director Public Works Agency Tommy Thirkettle President/CEO Tax ID# 33-0548813 25H-17 Page 10 EXHIBIT A SCOPE OF WORK 1. Scope of Work Overview This Prime Contractor Scope of Work (the "SOW") is intended to document the planning, work and services by Aqua -Metric Sales Company ("Aqua -Metric") for the City of Santa Ana, CA ("Santa Ana") to install Advanced Metering Infrastructure and Metering Equipment, Installation Services and a Meter Data Management System (the "Project"). This SOW shall be used to reach a satisfactory level of mutual agreement between Aqua -Metric and Santa Ana with respect to the objectives and requirements of the Project. 2. Objective Santa Ana has engaged Aqua -Metric to furnish the implementation services described hereunder to facilitate a functional Sensus F1exNet Advanced Metering Infrastructure ("AMI") system for the measurement and metering of Santa Ana's utility resources. 3. Sub Contractors and Work Relationships Aqua -Metric is responsible to complete all work and services identified in this SOW. This SOW shall describe the general work and services that Aqua -Metric will provide either themselves or through their subcontractors: Sensus USA, Inc. ("Sensus"), N. Harris Computer Corporation ("Harris"), Systems & Software, Inc. ("S&S") and Concord Utility Services ("Concord"). All references in this SOW and associated Appendices to sub -contractor responsibilities are for clarity to understand who will provide specific services or material but does not relieve Aqua -Metric from the requirement to perform said services or provide said material. None of the Appendices or Exhibits are intended, in themselves, to create a separate agreement between Santa Ana and any of the subcontracting entities. Exhibit A-1 is provided as a reference and provides a visual demonstration of the relationship of the Contractor Agreement, the Exhibits to the Contractor Agreement and the Appendices. It also identifies separate agreements that will survive the completion of this SOW but are necessary for the continued operation and maintenance of the installed Project. This SOW is intended to serve as a description of such services and shall not supersede any separate agreement(s) with the vendor that is providing those services. Aqua -Metric and Santa Ana acknowledge and agree the SOW may adjust as necessary without formal Change Order to accommodate changes in the project which do not impact the overall Project cost or timeline. Any significant change(s) to the SOW that would otherwise cause a change in the Project cost or timeline shall be executed upon written Change Order, pursuant to the Contractor Agreement (the "Agreement"), duly signed by an authorized representative of Santa Ana and Aqua -Metric, and approved by City's City Council if necessary.. 4. Key Project Personnel 4.1. City of Santa Ana A. Rudy Rosas — Principal Civil Engineer (Project Manager) B. Nabil Saba —Project Executive Sponsor (Director, Public Works Agency) C. Will Holt —Treasury and Customer Services Manager 25H-18 Page11 D. Jack Ciulla— Chief Technology Innovations Officer E. Edmundo Villela— Water Services Supervisor (meters) F. Cesar Barrera— Deputy Director Public Works/Water Resources Manager 4.2. Aqua -Metric Sales Company A. Anthony Barajas —Project Manager B. Jeff Randolph — Western Sales Manager C. John Shafer — Account Manager D. Chris Berg — Technical Support Specialist E. Jeremy Lancon — Manager of Meter Services F. Alek Cloyd — Meter Services Project Supervisor 4.3. Sensus USA Inc. A. Bill Boyd — Senior Account Development Manager B. Ryan Camathan — Sensus Manager of Technical Solutions 4.4. N. Harris Computer Corporation A. Curtis Craig — Senior Sales Account Manager B. Sanjay Singh — Director, Strategic Business Development 4.5. Concord Utility Services A. Doug Oberheu -CEO B. Levi Capaci — Vice President / COO 5. General Responsibilities 5.1. Aqua -Metric Responsibilities A. Designate a primary point of contact to oversee the project deployment. B. Coordinate kickoff meeting with core project personnel to review the project plan, deliverables, and timeline. C. Develop a project plan and timeline to use as general guidelines for all project deliverables. D. Coordinate with Santa Ana to establish a communication and activity plan with reporting requirements during project deployment. E. Coordinate deliverables with suppliers and subcontractors to ensure project is executed timely. F. Manage product and material acquisition required for deployment of field assets. G. Manage the installation, setup, and configuration of local network infrastructure. H. Oversee and support the deployment and integration of the Harris SmartWorks Compass MDM ("SmartWorks"). L Oversee and support the integration of the S&S enQuesta and Capricorn environments. 25H-19 Page12 J. Oversee and support Concord Utility Services through deployment of field assets to install meters, endpoints and supporting material in accordance with Appendix B, Installer SOW. K. Oversee and support the deployment and integration of the Sensus Analytics Services Management Application (SA/SMA) module used for the management of the Ally meter population. L. Oversee and support the deployment and integration of the NovusCenter WOMS used for mass meter deployment 5.2. Santa Ana Responsibilities A. Appoint a primary point of contact to coordinate with Aqua -Metric through the overall delivery of the solution described herein. B. Designate the appropriate city personnel to support and participate throughout the Project. C. Provide secure locations identified within the Sensus Propagation Analysis suitable to accommodate network infrastructure. D. Perform System Acceptance Testing (SAT) for formal acceptance of the network infrastructure, head end system, SA/SMA and SmartWorks. E. Provide a secure location to store product and stage operations throughout the project. Santa Ana shall grant access to Aqua -Metric or Concord's authorized personnel as necessary during normal business hours to carry out daily operations during the deployment of meters and SmartPoints. 6. Acceptance Criteria and Project Phases Project phases include the Project Initiation and Planning Phase, Alpha POC (Proof of Concept) Phase, Beta POC Phase, and Full Deployment Phase. The project will not proceed to the subsequent phase until approved by Santa Ana using the Project Acceptance Criteria identified in Appendix D. 7. Project Initiation and Planning 7.1. Aqua -Metric and Santa Ana will conduct Project Planning and Discovery Workshop(s) to determine the following: A. Core Project Team Organizational Chart B. Project Plan and Timeline C. Project Communication Management Plan D. Product Acquisition Planning i. Complete Customer Information Sheet ii. Define meter and SmartPoint configuration profiles iii. Issue purchase orders for network infrastructure and products used during Alpha POC Phase. iv. Coordinate with supplier(s) to determine manufacturing lead times and adjust Project Timeline as necessary. E. Meter and SmartPoint Installation Planning 2 5 H -20 Page 13 Refine installation requirements, expectations, and timelines for each phase. ii. Develop community outreach pre -installation and post -installation door hangers. F. Training Plan G. Testing Plan and User Acceptance/System Acceptance 8. Alpha POC Phase 8.1. Network Deployment A. Network Basestations Aqua -Metric will furnish Sensus M400 Basestations (`Basestation"), Basestation antenna, and cellular backhaul modems, as defined in Appendix A and install one (1) each at the East Station Tank, South Station Tank, West Station Tank, and City Hall locations as detailed in the Sensus Propagation Analysis. Santa Ana will provide access to each location and affirm each location is secure and suitable Basestation hardware. a) West Station Tank Includes: Saw cut, demo, remove and dispose of asphalt for footing, power conduit trench, and bollards; construct new footing and erect 80 ft. Heavy Duty Magnum tower; install new OMNI antenna and coax; install Basestation on footing; install ground ring for tower and equipment; trench, install 2 PVC conduits, and backfill approx. 45 ft.; install new 120v circuit from panel to base station with disconnect; sweep test; remove existing unused cantilever pole with crane; install 4 bollards and paint with high visibility yellow paint; and install sheet metal barrier for the first 10 ft. b) South Station Tank Includes: Saw cut, demo, remove and dispose of asphalt for footing, power conduit trench, and bollards; construct new footing and erect 80 ft. Heavy Duty Magnum tower; install new OMNI antenna and coax; install Basestation on footing; install ground ring for tower and equipment; trench, install 2 PVC conduits, and backfill approx. 10 ft.; install new 120v circuit from panel to base station with disconnect; sweep test; install 6 bollards and paint with high visibility yellow paint; and install sheet metal barrier for the first 10 ft. c) East Station Tank Includes: • Construct new footing and erect 80 ft. Heavy Duty Magnum tower; install new OMNI antenna and coax; install Basestation on footing; install ground ring for tower and equipment; trench, install 2 PVC conduits, and backfill approx. 10 ft. from existing pull box to footing; install new 120v circuit from panel to base station with disconnect through existing conduits approx. 165 ft.; sweep test; and install sheet metal barrier for the first 10 ft. d) City Hall Includes: Install new Z brackets and 2"pipe antenna mast; install new Omni antenna and coax; install Basestation on exterior wall under antenna mast; ground Basestation to building steel; install new rigid conduit for power from supplied j-box next to 2 5 H -2 1 Page 14 telecom cabinet next to exit door; install new 120v circuit from j-box provided by Santa Ana next to exit door; and sweep test. e) City will be required to supply an electrical source at each Basestation site, as well as provide an electrical base, mounting racks, and/or antenna mounts, as needed. f) Basestation installation pricing, as outlined in Appendix A — Parts, Materials & Pricing, will be subject to change based on actual site conditions and changes in scope upon further site visits. Basestation Installation pricing does not include excavating in rock or asphalt repair. g) Dig alerts will be marked at the West Station, South Station, and East Station tower sites. Santa Ana to provide contact for dig alert access. h) Spare 3/4" conduit will be provided at each tower footing. Rigid conduit to be used at each conduit stub up out of trench with 10mm tape for corrosion protection and for all above ground conduit runs. i) Revisions to the pricing will be submitted for approval by Santa Ana as outlined in Appendix D — Acceptance Criteria & Payment Terms hereto. i. Aqua -Metric will coordinate and conduct a site visit with Santa Ana at each proposed location prior to installation. Concluding the site survey, Aqua -Metric and Santa Ana will coordinate target dates for Basestation installation. ii. Santa Ana will be responsible for providing the following at each Basestation site: a) 120V single phase service with 15-amp breaker; b) 3-wire flex conduit pigtail from the breaker to the Basestation c) Cellular data plan for the backhaul device iii. Aqua -Metric shall install and commission the Basestation, antenna, and communications backhaul at each proposed site. B. Head End System i. Aqua -Metric will provide the technical resources and identify the detailed steps of the standard integrations to support the implementation, configuration, and integration of the Regional Network Interface ("RNI") with F1exNet Basestations, SmartWorks, and the S&S enQuesta Customer Information System ("enQuesta"). ii. Sensus will setup and configure the hosted RNI environment within Sensus' data centers. Aqua -Metric and Sensus will configure the RNI for various Sensus systems and acceptance of third -party application integrations. When applicable, Aqua -Metric will provide guidance to Santa Ana on various application configurations when different options are available. iii. Aqua -Metric will provide S&S with the requirements needed to facilitate a sync file, interface to receive readings, and the NovusCenter meter swap process to receive meter exchange data within the CIS. C. Harris SmartWorks Compass MDM / Systems & Software enQuesta AMI Integration i. Harris will be responsible for providing the professional services necessary to setup and configure SmartWorks to receive and send data (and other event notifications) 25H-22 Page 15 to/from the RNI, the Sensus Service Management Application (SMA) and the CIS (to include the Capricorn Web Portal). Aqua -Metric will support Harris' technical resources as necessary to ensure successful integration between the various systems. ii. The Harris Scope of Work has been included within Appendix C — MDMS (SmartWorks) SOW attached hereto. iii. Harris will engage directly with S&S to facilitate enQuesta integrations. S&S's Statement of Work for integration to SmartWorks and SA/SMA has been included as Appendix C.1 — CIS (S&S enQuesta V6) SOW attached hereto. iv. Aqua -Metric will engage, coordinate, and oversee the professional services provided by Sensus, Harris and S&S through integrations between the RNI, SA/SMA, SmartWorks, and enQuesta/Capricom. a) Sensus Professional Services will conduct a Solution Design workshop with Santa Ana staff to review the business and integration requirements for the purpose of understanding and the development of a plan for integration. The following items are considered in scope for this project: 1. Sensus Solution Design Workshop 2. RNI to SmartWorks Integration To include: billing reads and alarms, On -Demand Reads and Remote valve control 3. Sensus Analytics integration with enQuesta and other Santa Ana systems to support the use of SMA and Pressure Profile Application (PPA). 4. F1exNet RNI to CIS/Billing (enQuesta) integration (for meter lifecycle) b) Sensus Responsibilities 1. Facilitate and/or participate in workshops and discovery sessions with Santa Ana and Harris. 2. Complete Harris Integration questionnaire. 3. Identify which Application Programming Interfaces (APIs) will be needed based on Santa Ana's business requirements. 4. Share API information with Santa Ana, Harris and enQuesta teams. 5. Ensure accurate setup and configuration of Integration(s) between the Sensus RNI, SmartWorks and enQuesta. 6. Verify and validate that the Integration(s) between the Sensus RNI to Harris SmartWorks and enQuesta to ensure data flow and is successful. 7. Conduct a SA/SMA and PPA kickoff call for the purpose of sharing integration requirements with Santa Ana's CIS and other external systems. 8. Share Sensus Analytics data sync information (vflex file data attributes guide) with Santa Ana and enQuesta team. 9. Perform integration testing in production environment (between the Sensus F1exNet systems, SmartWorks, and enQuesta CIS). 2 5 H -23 Page 16 c) Sensus Deliverables 1. Workshop summary document including key integration requirements, process flows and integration architecture diagram 2. Successful delivery of meter reads and alarm from the RNI to SmartWorks. 3. Successful execution of two-way communication (On Demand Reads and Remote Valve Control) initiated from SmartWorks. 4. Successful integration of meter lifecycle commands between enQuesta and the RNI. 5. Successful integration of Sensus Analytics with enQuesta v. Santa Ana Responsibilities: a) Santa Ana shall actively participate in, be in compliance with, and support any deliverables outlined herein and within Appendix C — MDMS (SmartWorks) SOW and Appendix C-1 CIS (S&S enQuesta V6) SOW where necessary and applicable. b) Santa Ana shall outline and provide its business requirements. c) Santa Ana shall grant Harris and S&S personnel access to Santa Ana's premises in the event any such professional services are required to be performed onsite throughout the Project. When remote access is sufficient, Santa Ana shall grant Harris and S&S remote access to any servers or computers as necessary to perform the services. d) Santa Ana acknowledges that the success and timeliness of the implementation process shall require the active participation and collaboration of Santa Ana and its staff and agrees to ensure that the Santa Ana shall act reasonably and co-operate fully with Harris to achieve completion of services. e) Santa Ana shall install all Updates within a reasonable period of time of Harris' notification of their availability. However, any fix or correction designated as "critical" by Harris shall be implemented by Santa Ana within thirty (30) days of notification from Harris of its availability. f) Santa Ana shall immediately notify Aqua -Metric of suspected defects identified by Santa Ana in any of the software supplied by Harris. Santa Ana shall provide, upon request, additional data deemed necessary or desirable by Harris to reproduce the environment in which such defect occurred. g) Santa Ana shall allow the use of online diagnostics on the software supplied by Harris to Santa Ana, if required by Harris during problem diagnosis. Santa Ana shall provide Harris access to Santa Ana's computer system via Santa Ana's firewall to communications software (e.g. PC Anywhere, WebEx, Web Demo). h) Santa Ana shall ensure that its personnel are, at relevant stages of the project, educated and trained in the proper use of SmartWorks in accordance with applicable SmartWorks manuals and instructions. Any personnel training outside the initial training will be considered out of scope. i) Santa Ana shall establish proper backup procedures necessary to replace critical data in the event of loss or damage to such data from any cause. Santa Ana shall provide 2 5 H -24 Page 17 Harris with access to qualified functional or technical personnel to aid in diagnosis and to assist in repair of SmartWorks in the event of error, defect or malfunction. j) Santa Ana shall have the sole responsibility for: 1. the performance of any tests it deems necessary prior to the use of the software. 2. assuring proper designated computer system installation, configuration, verification, audit controls and operating methods. 3. implementing proper procedures to assure security and accuracy of input and output and restart and recovery in the event of malfunction. 4. timely upgrade and keeping current all third -party license releases and/or software products to meet the requirements of SmartWorks. D. Service Account Database i. To facilitate field work orders in a meter exchange project, Aqua -Metric will work with Santa Ana and S&S to use an existing meter swap interface. Most billing vendors have an existing interface that will define the formats required. a) Santa Ana will supply Aqua -Metric with a current export of Santa Ana's billing database. b) Aqua -Metric will coordinate with Santa Ana to reconcile/clean-up database. Any issues or concerns with the data file will need to be resolved prior to meter exchange. Insufficient or inaccurate data may result in delay(s) to the Project Schedule and subject to subsequent fees for additional time spent in the field to locate field assets and/or carry out the services herein. In the event Santa Ana requires assistance with data clean-up, Aqua -Metric will supply a Data Analyst at an hourly rate of Two - Hundred Dollars ($200.00) per hour. c) When all issues have been resolved, import final billing database into NovusCenter. ii. Aqua -Metric will coordinate with City to partition the service area into routes. E. NovusCenter Work Order Management System ("WOMS") i. Aqua -Metric will coordinate with S&S to ensure the electronic meter swap files are formatted correctly for the CIS. ii. Aqua -Metric will coordinate with Santa Ana and S&S to test integration prior to requiring any data imports. iii. Verify test is successful and NovusCenter is ready for use. iv. Aqua -Metric has included pricing for integrating NovusCenter with enQuesta; however, S&S may impose separate fees for extract and meter swap integration with NovusCenter. Aqua -Metric is unable to ascertain or approximate any additional fee(s) (i.e. one-time or ongoing) as such would be facilitated between Santa Ana and S&S exclusively. Aqua -Metric shall not be responsible for any new or revised fee(s) imposed from S&S. 8.2. Product Acquisition A. Aqua -Metric will work with Santa Ana to setup meter configurations and profiles. 2 5 H -2 5 Page 18 B. Aqua -Metric will coordinate with Santa Ana to determine meter types and sizes which will be deployed during the Alpha POC Phase. C. Aqua -Metric will procure all product(s) needed during the Alpha POC Phase. Aqua -Metric assumes all product(s) needed during the Alpha POC Phase will be delivered and stored within a City provided facility. 8.3. Consumer Notifications A. Aqua -Metric will assist in the development of print media needed through the duration of the project. All documents will be drafted with a final proof provided to Santa Ana for approval prior to printing. Santa Ana will be responsible for all costs to reprint materials for alterations or changes in wording or imagery initiated by Santa Ana. For the scope of this project, Aqua -Metric shall provide Santa Ana with the following printed media materials: Pre -Installation Door Hangers ii. Post -Installation Door Hangers iii. General Notification Postcards a) Santa Ana will be responsible for providing a current mailing list for all residential and commercial customers. b) All postcards will be marked with a return address of 20 Civic Center Plaza (M-14), Santa Ana, CA 92701. All undelivered postcards will be returned to the City. Aqua - Metric assumes any account which the postcard has failed to deliver will become the responsibility of Santa Ana to notify the end user of the impending meter replacement. 8.4. Deploy Alpha POC Phase Water Meters and SmartPoints A. Aqua -Metric will conduct the Alpha POC Phase kickoff meeting with Concord's key personnel. During this meeting, Aqua -Metric shall review project expectations, planned routes, schedules, and training plans. B. Aqua -Metric will coordinate postcard mailings to all residents who will be affected by the meter exchange during the Alpha POC Phase four (4) weeks prior to commencing meter exchanges. C. Aqua -Metric will coordinate Concord's delivery of door hangers to all residents who will be affected by the meter exchange during the Alpha POC Phase two (2) weeks prior to commencing meter exchanges. D. Once applicable notifications have been distributed, Aqua -Metric will permit Concord to proceed with meter exchange services. 8.5. System Integration Testing ("SIT") A. Aqua -Metric will confirm Sensus Basestation(s) have been installed with the appropriate hardware and firmware build for RNI, the radio frequency cards are at the required revision and Global Positioning System ("GPS") is configured and functional. i. Update the firmware and/or hardware required for any Sensus Basestation required to function in order to facilitate the RNI implementation. ii. Test Sensus Basestation configuration and communication to the RNI. 2 5 H -26 Page 19 c) Coordinate with Client to test backhaul and ensure that network traffic is being routed properly to the RNI environment. d) Aqua -Metric shall validate and test meter data information and verify traffic is transferred from Sensus Basestation to RNI. iii. Issue certain two-way commands to Client specified test meters to ensure two-way communication is working and functional. B. Aqua-Metric/Sensus will validate and test all functionality of the system prior to the cut - over production of the RNI environment. Validation and testing include the connectivity to/from the Basestations and integrations between SmartWorks, NovusCenter, and enQuesta. C. Aqua -Metric shall verify that all integrations specified in this SOW and necessary for functionality between the Sensus RNI, SmartWorks, NovusCenter, and enQuesta are communicating properly. Santa Ana shall support the SIT performed by the vendors to the extent necessary. D. Aqua Metric will provide training to Santa Ana on RNI operation, SMA module, SmartPoint programming and installation. 9. Beta POC Phase 9.1. Setup Facilities A. Santa Ana will provide a secure gated location with adequate space to accommodate daily operations and product storage through the duration of the project. Santa Ana agrees to provide Aqua -Metric and Subcontractor personnel with access codes or security cards necessary to gain access to the location during normal operating hours. At minimum, the location shall be capable of accommodating the following: i. Up to five (5) each 8 ft. x 40 ft. mobile storage units ii. Up to three (3) 3-yard recycling containers for packing materials (not scrap/meter disposal) iii. Up to two (2) 3-yard waste containers iv. One (1) forklift v. Access area for product delivery and waste/recycling pickup vehicles vi. Adequate parking spaces for Project personnel during normal operating hours and field technicians for loading and unloading of materials. B. Aqua -Metric will furnish and maintain mobile storage units, waste and recycling containers, and any specialty equipment identified above throughout the duration of the project. Aqua - Metric shall maintain and practice good housekeeping at all City provided location(s) at all times. C. Aqua -Metric assumes Santa Ana will provide containers for meter/scrap meter collection. 9.2. Product Acquisition A. Aqua -Metric will coordinate with Santa Ana to determine meter types and sizes which will be deployed during the Beta POC Phase. 2 5 H -2 / Page 20 B. Aqua -Metric will procure all product(s) needed during the Beta POC Phase. Aqua -Metric assumes all product(s) needed during the Beta POC Phase will be delivered and stored within Aqua -Metric provided mobile storage containers which shall reside at Santa Ana provided Corporation Yard. Santa Ana shall grant access to Aqua -Metric or Concord's authorized personnel as necessary during normal business hours to carry out daily operations during the deployment of meters and SmartPoints. 9.3. Deploy Beta POC Phase Water Meters and SmartPoints A. Aqua -Metric will conduct the Beta POC Phase kickoff meeting with Concord's key personnel. During this meeting, Aqua -Metric shall review project expectations, planned routes, schedules, and training plans. B. Aqua -Metric will coordinate postcard mailings to all residents who will be affected by the meter exchange during the Beta POC Phase four (4) weeks prior to commencing meter exchanges. C. Aqua -Metric will coordinate Concord's delivery of door hangers to all residents who will be affected by the meter exchange during the Beta POC Phase two (2) weeks prior to commencing meter exchanges. D. Once applicable notifications have been distributed, Aqua -Metric will permit Concord to proceed with meter exchange services. 9.4. System Acceptance Testing ("SAT") A. Santa Ana will review and approve SAT acceptance criteria. Aqua -Metric and City will coordinate and resolve any issues identified during SAT. B. Santa Ana shall perform SAT to verify all integrations between the RNI, SmartWorks, and enQuesta have been satisfactorily completed to support "go -live" and full deployment; including functional testing of on demand reads, events and alarms, metering reading, and billing end -to -end. C. Santa Ana shall complete all testing within thirty (30) days of commencing SAT and provide written completion notice of the SAT to Aqua -Metric upon successful completion. 9.5. Production Go -Live A. Aqua -Metric will work with Santa Ana to determine the Production Go -Live date and timeline. Once proper validation and testing has been performed on the network and software as described above, go -live will commence and Aqua -Metric shall work with Santa Ana to conclude the network deployment. Aqua -Metric and Santa Ana will coordinate to facilitate and complete all go -live activities. Upon completion of all go -live activities, Santa Ana shall provide written acceptance of the network deployment. 9.6. Training A. Aqua -Metric will train Santa Ana's key personnel on use and troubleshooting of the AMI System and field assets (meters and radios). Aqua -Metric will provide Santa Ana with relevant network, software, and product documentation in a digital format. B. Aqua -Metric will coordinate with Harris to provide Santa Ana with SmartWorks training. 10. Full Deployment Phase 10.1. Project Management (Ongoing) 2 5 H -28 Page 21 A. Aqua -Metric's Project Manager will coordinate and conduct progress meetings with Santa Ana to review project progression and help identify any potential issues during the Full Deployment Phase. v. Aqua -Metric will provide a remote technical resource to routinely monitor the network performance and system integrations through the Full Deployment Phase. vi. Aqua -Metric will coordinate resolution of issues with SmartWorks through Harris. vii. Aqua -Metric will coordinate issues between the AMI system or SmartWorks and enQuesta with Santa Ana If an issue arises in which resolution is needed from S&S, Santa Ana shall coordinate with S&S to facilitate a resolution. Aqua -Metric will support Santa Ana's and S&S's efforts as necessary to resolve any issues. viii. Aqua -Metric will coordinate with Concord to resolve any field issues that arise during the Full Deployment Phase. B. Aqua -Metric will coordinate with product supplier(s) to ensure all materials supplied are onsite and available prior to commencing meter exchange services. Aqua -Metric's Project Manager will work with Concord and Aqua -Metric's back office personnel to ensure inventory level meets anticipated daily production rates. 10.2. Deploy Full Deployment Phase Water Meters and SmartPoints A. Aqua -Metric will coordinate postcard mailings to all residents who will be affected by the meter exchange during the Full Deployment Phase four (4) weeks prior to commencing meter exchanges. B. Aqua -Metric will coordinate Concord's delivery of door hangers to all residents who will be affected by the meter exchange during the Full Deployment Phase two (2) weeks prior to commencing meter exchanges. C. Once applicable notifications have been distributed, Aqua -Metric will permit Concord to proceed with meter exchange services. 11. Project Close -Out 11.1. Aqua -Metric and Santa Ana will draft all punch -list items to complete prior to Project Close- out. A. Aqua -Metric will coordinate with Aqua -Metric's technical resources and/or Sensus to address and resolve any action items related to network Basestations and RNI. B. Aqua -Metric will coordinate with Harris to ensure any action items related to SmartWorks have been addressed and closed. C. Aqua -Metric will assist Santa Ana in developing a list of action items for S&S as it relates to the AMI System. Santa Ana shall be responsible for communicating any punch -list with S&S and coordinating with Aqua -Metric to ensure all items are resolved. D. Aqua -Metric will review workorders captured within NovusCenter and develop a list of clean-up items to Concord. In addition, Santa Ana shall notify Aqua -Metric of any field related concerns to address with Concord. Aqua -Metric will provide Concord with a list of action items to complete or clean-up prior to demobilization of field crews or equipment. 11.2. Demobilization 25 H -29 Page 22 A. Aqua -Metric will demobilize field storage units, waste and recycling units, and heavy equipment from Santa Ana's Corporation Yard. B. Aqua -Metric will return any City provided facilities, equipment, keys or keycards to appropriate personnel. C. Aqua -Metric will transfer any overstock inventory owned by City back to Santa Ana. 11.3. Project Acceptance Documentation A. Aqua -Metric will provide a final project reconciliation and provide a final invoice for any outstanding items, including any additions or deductions made by authorized Change Order. B. Aqua -Metric will furnish a Project Acceptance Sign -Off outlining all deliverables which have been furnished and fulfilled under this Agreement. 11.4. Transfer Responsibilities A. Upon execution of the Project Acceptance Sign -Off: ix. Aqua -Metric will transfer support and troubleshooting relating to the Sensus F1exNet AMI Network, RNI, and field assets (meters and SmartPoints) to Aqua -Metric's technical resources as part of Aqua -Metric's on -going Annual Support. x. If applicable, Aqua -Metric will coordinate any field installation warranty concerns with Concord for a period of thirty (30) days from the date of installation. 12. Assumptions and Clarifications 12.1. Santa Ana will contract directly with Harris for SmartWorks licensing, hosting and annual support agreements. 12.2. Santa Ana will contract directly with S&S for enQuesta licensing, hosting and annual support agreements. 12.3. Unless expressly specified herein, no deliverables herein shall be assumed or interpreted as "all inclusive". Additional parts, materials, services or labor not expressly defined within the Agreement and subsequent exhibits and appendices will be quoted at current market values or cost plus fifteen percent (15%) including applicable taxes and made effective upon duly authorized Change Order. 12.4. This Scope of Work is limited to the planned Sensus F1exNet infrastructure proposed as of the date of execution of this Agreement. The planned number of Basestations has been identified herein as well as in the Sensus propagation analysis. Aqua -Metric will not be responsible for any expansion of service area, or additional infrastructure requirements to cover areas or additional modules (including but not limited to electric meters, gas meters, lighting modules, etc.) beyond the initial water service territory evaluated in the propagation analysis. Any request for additional modules, further system enhancements, integrations or ongoing management/maintenance of the system, will be priced accordingly at current market values at the time of request. 12.5. Aqua -Metric will be responsible to provide coverage in accordance with the Network Performance Warranty provided in Exhibit C — Warranties. Aqua -Metric will be responsible to provide additional Basestation(s) or other necessary infrastructure to achieve the coverage detailed within the propagation study. 2 5 H -30 Page 23 12.6. Aqua -Metric has included costs for integrating Sensus F1exNet and NovusCenter with Santa Ana's enQuesta CIS; however, S&S may impose separate fees for extract and meter swap integration with Sensus F1exNet and/or NovusCenter. Aqua -Metric is unable to ascertain additional fees as they are facilitated independently between S&S and Santa Ana. We assume S&S will impose one-time integration charges to Santa Ana; although occasionally the required services may increase Santa Ana's annual fees. Santa Ana will be responsible for any additional cost(s) or increased fee(s) imposed by S&S directly. 2 5 H -31 Page 24 Santa Ana AMI Contract, SOW and Other Agreement Layout/Format (Exhibit A-1) City of Santa Ana/Public Works Agency Contractor Agreement • Terms and Conditions • Contractor Agreement, City of Santa Ana' ExhibitA Prime Contractor SOW (Scope of Work) • Contractor Responsibilities • Utility Responsibilities • Project Timeline • Sensus Analytics, SMA Module • Includes tower(JM Electrical Services) SOW Exhibit B Payment schedule Milestones Dates Amounts/Per Unit Charges Exhibit C Warranties Equipment Installations Exhibit A-1 (this diagrem Appendix A arts, Material & Pricing Project Material and Supplies Quantities Pricing Appendix B Installer SOW Installation Standards Customer communications Return to Utility Procedures WOM details Appendix C Installation Standards Customer communications Testing Training User Acceptance SASMA Module integration SaaS (Spectrum Lease Agreement) with J Sensus/Xvlem Hosting Services Agreement with SmartWorks Software Licenses & Services Agreement with SmartWorks Aqua Metric Annual Sppt & Service Agreement Appendix C-1 CIS SOW • Data Sync • Alerts/Messaging • Billing Reads Appendix D Appendix D-1 Acceptance Criteria & Payment Terms Acceptance Certificate Project Acceptance Criteria 25H-32 Page 25 APPENDIX A Parts, Materials & Pricing 2 5 H -33 Page 26 A9Ua AAA.Metric Aqua -Metric Sales Company 4050 Flat Rod Drive I Riverside, CA92505 Phone: (951)63]-1400 I Facsmi l e:(951)63]-1500 Customer Ci ty ofSanta An a, CA Attention: Rudy gosas Address 215South Center Street, Santa Ana, CA 92703 Phone: (714)6473320 Email rrosas@santaana.org Appendix A -Parts, Material and Pricing October], 2020 Item Description Quantity Unit Price Line Total 1 M400 Basestation 4 $16,387.50 $65,550.00 2 M400Basestation Installation at the East Station Tank 1 $54,239.41 $54,239.41 3 M400Basestation Installation at the West StationTank 1 $61,694.12 $61,694.12 4 M400Basestation Installation South Station Tank 1 $59,766.17 $59,766.17 5 M400Basestation Installation at City Hall 1 $7,000.00 $7,000.00 6 Communication Backhaul 4 $1,092.50 $4,370.00 Juniper Arche/3 Hand Held ] $4,774.17 $33,419.19 8 Juniper Aiche/3 Single Ethernet Dock ] $1,024.78 $7,173.46 9 CommandLink Bluetooth Device ] $582.90 $4,080.30 10 AMR Package: VGB with Laptop 1 $19,954.03 $19,954.03 11 JAMR Package AutoVU Software 1 $4,173.08 $4,173.08 12 AMR Package: Mapping Software 1 $4,173.14 $4,173.14 13 AMR Package AutoRead Software 1 $6,243.57 $6,243.57 14 RNI SaaS Setup 1 $24,205.00 $24,205.00 15 RNI Core Education, Performed by Aqua -Metric 1 $2,500.00 $2,500.00 16 CMEP Integration for Third-PartyCIS1 $2,500.00 $2,500.00 17 CMEP Integration for Third -Party En Questa Customer Portal Integration lAMl) 1 $2,500.00 $2,500.00 18 HarrisSmartWorksSoftware Setup and Professional Services(Travel& Expense Billed Separately) 1 $277,000.00 $277,000.00 19 Systemsand Software Inc. enQuesta AMl Integration (Travel & Expense Billed Separately) 1 $243,150.00 $243,150.00 20 Systemsand Software Inc. enQuesta NovusCenter Integration 1 $35,294.12 $35,294.12 21 Annual: System sand Software fine en Questa NovusCenter Integration Maintenance 4 $7,058.82 $28,235.28 22 Aqua -Metric Professional Services 1 $75,725.00 1 $75,725.00 23 Professional Services Tavel and Expense Budget 1 $50,000.00 $50,000.00 24 SensisRNI to Harris MeterSense MDM Integration 1 $56,250.00 $56,250.00 25 SensusSolution Design Workshop 1 $13,000.00 $13,000.00 26 CIS/Billing)enQuesta) to SensisRNI MultiSpeak(for meter l ifecyde) Setup, Integration and Testing 1 $9,375.00 $9,375.00 27 SensisAnalyticsService Management Application lSMA)& Pressure Profile Application (PPA)Setup&Integration 1 $20,625.00 $20,625.00 28 Annual: Hosted RNI Softwarea.-Service, Water Only 1 $36,829.65 $36,829.65 29 Annual: Aqua -Metric Support 1 $10,000.00 $10,000.00 30 Annual: Basestation Extended Warranty 4 $1,609.38 $6,437.52 31 Annual: CMEP Fee for Third-PartyCIS1 $500.00 $500.00 32 Annual: CMEP Fee for Third -Party EnQuesta Cu Homer Portal 1 $500.00 $500.00 33 Annual:SensusAnalyticsService Management Application& SensusPressure Profile Application 1 $21,250.00 1 $21,250.00 34 3/4"SL(7.5" LL) ally Remote Disconnect Meter 36,404 $322.29 $11,732,645.16 35 1" PERLMeter 4,573 $155.19 $709,683.87 36 1112OMNIR2 83 $353.46 $29,337.18 37 2"OMNIR2 1,747 $417.72 $729,756.84 38 3"OMNIC2 325 $1,406.11 $456,985.75 39 4"OMNIC2 152 $2,364.95 $359,47240 40 6"OMNIC2 44 $4,083.38 $179,668.72 41 8" OMNI C2 1 $6,596.13 $6,596.13 42 520M Single Port SmartPoint 43,329 $81.33 $3,523,947.57 43 520M Dual Port SmartPoint 6 $115.46 $692.7 44 1510M Single Port SmartPoint 24 $145.48 $3,491.52 45 Concord Mobilization 1 $18,000.00 $18,000.00 46 Installation Project Supervision, Price per Month 40 $10,000.00 $400,000.00 47 Call Center Services, Price per Month 40 $2,000.00 $80,000.00 48 NovusCenter WOMS Setup 1 $7,500.00 $7,500.00 49 Post -Installation Door Hangers, Pricing for 43,329 Units 1 $10,414.13 $10,414.13 50 Pre -Installation Door Hanger Distribution, price per service 43,329 $5.76 $249,575.04 51 Pre -Installation Postcards, Pricing for 43,329 Unit; with First Class Mail 1 $45,916.82 $45,916.82 52 Storage and EquipmentHousing: Pickup and Delivery of(5) PODS 1 $2,090.97 $2,090.97 53 Storage and Equipment Housing: Monthly Rental Fee for (5)PODS, Beta through Full Deployment Phase 31 $1,053.49 $32,658.19 54 Storage and Equipment Housing: Monthly Rental Fee for (1) PODS, Project Clow-OutPhase4 1 $210.70 $842.80 55 IStorage and Equipment Housing: Monthly Rental Fee for (3) 3-yard Recycling Containerswith 2x Weekly Pickup 34 $1,308.75 $44,497.50 56 Storage and Equipment Housing: Monthly Rental Fee for (1)3- Yard Trash Container with fix Weekly Pickup 34 $148.22 $5,039.48 57 Heavy Equipment Forklift Rental for Full Deployment Phase (26 Months) 1 $34,086.00 $34,086.00 58 Heavy Equipment: Palletlack 1 $546.25 $546.25 59 5/8" Water Meter Installation with Endpoint Installation 31,006 $68.79 $2,132,902.74 60 3/4" Water Meter Installation with Endpoint Installation 5,398 $70.52 $380,666.96 61 1" Water Meter Installation with Endpoint Installation 4,573 $68.79 $314,576.67 62 1112 Water Meter Installation with Endpoint Installation 83 $286.78 $23,802.74 63 2" Water Meter Installation with Endpoint Installation 1,747 $286.78 $501,004.66 64 3" Water Meter Installation with Endpoint Installation 325 $1,036.21 $336,768.25 65 4" Water Meter Installation with Endpoint Installation 152 $1,S18.W $230,883.44 66 6" WaterMeter Installation with Endpoint Installation 44 $3,]94.83 $166,972.52 67 8" Watermeter Installation with Endpointlnstallation 1 $4,427.O1 1 $4,427.O1 2 5 H -34 Page 27 Agora AAA.Metric Aquaivletri c Sales Company 4050 Flat Rod Drive I River ade, CA92505 Phone: (951)63]-1400 I Facami l e:(951)63]-1500 Customer Ci ty ofSanta An a, CA Attention: Rudy Pro sas Address 215South Center Street, Santa Ana, CA 92703 Phone: (714)6473320 Email rrosas@santaana.org Appendix A -Parts, Material and Pricing October], 2020 Item Description Quantity Unit Price Line Total 68 Adder: Su bfoot CPS Coordi Rates 43,329 $5.17 $224,010.93 69 Trimble TDC600 10 $1,633.29 $16,332.90 70 CommandLink 10 $582.50 $5,825.00 71 Trimble R2 Single Receiver(Sub-FootConfiguration) 10 $8,787.04 $87,870.40 72 Mapping Continental R eld Poi nt RTX Software(Price Per Unit/year) 10 $1,606.62 $16,066.20 73 Trimble Utility/Terraflex Setup 1 $3,500.00 $3,500.00 74 In stallation Handhel d Data PI an (Monthly) 34 $1,000.00 $34,000.00 75 Adder: Meter Box Cleaning by Hand (City. Estimated) 44,329 $9.14 $405,167.06 76 Lid Replacement (Labor): 11 x 18 42,304 $5.69 $240,709.76 ]] Lid Replacement (Labor): 24 x 30/36 3,064 $13.74 $42,099.36 78 1 Meter Box Lid: DFW486{)5/8",3/4",1") 38,402 $40.35 $1,549,520.70 79 Meter Box Lid: DFW13 500 $19.94 $9,970.00 80 Meter Box Lid: DFW1812SA 150 $37.76 $5,664.00 81 Meter Box Lid: DFW360C 6,573 $35.42 $232,815.66 82 Meter Box Lid: DFW1640{ 3,700 $85.66 $316,942.00 83 Ar leStop/Curb Stop Replacement(Easy Replacem ents Only, labor Only/Parts Invoiced at Cog Plu s15%) 6,425 $110.92 $712,661.00 84 Ar l e Stop / Curb Stop RTU Survey Fee 2,140 $20.00 $42,800.00 85 Ford Gf1143/4"x1/8" Put bber Meter Gasket 80,089 $0.36 $28,832.04 86 Ford Gf1201/8"x1" Rubber Meter Gasket 10,061 $0.37 $3,722.57 87 Ford A34aJL 3/4-1" Adapter (Set oftwo) 5,398 $22.81 $123,128.38 88 1112"x1/8" Drop In Flange Gasket 183 1 $0.57 $104.31 89 2"x1/8" Drop In Flange Gasket 3,843 $0.64 $2,459.52 90 3"x1/8" Drop In Flange Gasket 715 $1.04 $743.60 91 4"x1/8" Fu II Face Flange Gasket 334 $2.01 $671.34 92 6"x1/8" Fu II Face Flange Gasket 97 $2.49 $241.53 93 8"x1/8" Fu II Face Flange Gasket 2 $3.62 $7.24 94 5/8-112112" Stainless Hex Cap Screws)1112"and 2"Meters) 8,050 $1.08 $8,694.00 95 5/8-11 Hex Stainless Fin Nuts(1112"and 2"Meters) 8,050 $0.34 $2,737.50 96 5/8" Flat Washers IF 112" and 2" Meters) 8,050 $0.17 $1,368.50 97 5/8-112112" StainlessSteel Hex Cap Screws )3"-4"Meters) 5,535 $1.08 $5,977.80 98 5/8-11 Hex StainlessSteel Fin Nuts (3"-4" Meters) 5,535 $0.39 $2,158.65 99 5/8" Flat Washers (3"-4" Meters) 5,535 $0.23 1 $1,273.05 100 3"'1021�2" Stai III essSteel Hex Cap Screws )6"$'Meters) 800 $1.61 $1,288.00 101 3/4-10 Hex StainlessSteel Fin Nutsl6"b" Meters) 800 $0.52 $416.00 102 3/4' Flat Wasi l6"�"Meters) 800 $0.36 $288.00 103 1 Contingency Fund 1 $1,500,000.00 1 $1,500,000.00 104 1 Insurance Coverage (Additional Endorsements) 1 $50,000.00 1 $50,000.00 Al pricing subject to the terns and conditions W th this mnsulta t/Contacmr agreement, Including all n hlblts and Appendices attached Memo. Saes taxes have been Included on all taxable llneltens. Sales taxes hose been approximated and wall vary depending on Calltomla state sees tee fluctuations. Project5ubtotal $27,935,097.10 SalesTax $1,748,132.51 Project Total $29,683,229.61 25H-35 Page 28 AMI interface to enQuesta Detail Prici AMI integration with enQuesta Detail Pricing Description Price Stage enQuesta to MDMS Multispeak API License Readings $25,000 enQuesta to MDMS Multispeak API License Remote Disconnects $25,000 Meter Exchange Vendor Work order Create complete Program $10,000 Subtotal License $60,000 Project Management $37,800 2 Analysis & Data Mapping Professional Services $18,900 1&2 Development Services $900 1&2 Meter exchange Vendor $4,500 2 enQuesta Configuration & Business Testing& Connectivity with vendors Professional Services $36,900 1&2 Development Services $12,150 1&2 Meter exchange Vendor $4,500 2 Development Change current HH download $1,800 2 enQuesta to MeterSense Oracle Views $10,800 2 Meter Exchange Vendor $4,500 2 Sensus Analytics Provisioning file $3,600 1 Integration testing & Training Professional Services Internal testing $24,750 1&2 Professional Services remote Training & Simulation testing $4,500 1&2 Meter Exchange Vendor $900 2 Go -Live & remote support Professional Services $10,125 1&2 Development Services $5,625 1&2 Meter Exchange Vendor $900 2 Sub Total Services $183,150 Total Budget Price $243 150 25H-36 Page 29 APPENDIX B Installer SOW (ISOW) 1. Scope of Work Overview This Appendix B describes the installation work that Aqua -Metric will perform for the City of Santa Ana. Aqua -Metric intends to use their subcontractor, Concord, to perform these services. All references to Concord in Appendix B are for reference and does not waive the responsibilities of Aqua - Metric to perform the work or services described in this ISOW. This ISOW shall be used to reach a satisfactory level of mutual agreement between Aqua -Metric, Santa Ana, and Concord Utility Services ("Concord") with respect to the objectives and requirements of the Project. The parties acknowledge and agree the ISOW may adjust as necessary without formal Change Order to accommodate changes in the project which do not impact the overall Project cost or timeline. Any significant change(s) to the ISOW that would otherwise cause a change in the Project cost or timeline shall be executed upon written change order, duly signed by an authorized representative of Santa Ana and Aqua -Metric. 2. Meter Services Phase Preparation 2.1. Meter Services Planning and Discovery A. Aqua -Metric will conduct ameeting with Concord prior to commencing the meter exchange services. The agenda will cover various topics regarding the project, including but not limited to: Review ISOW, procedures, expectations, and key deliverables. ii. Review any modifications or changes in the project scope. iii. Define hours of operation, holiday schedule and black -out dates. iv. Identify route order in relation to meter reading schedule. v. Prepare Meter Services Project Schedule identifying daily, weekly, and monthly production rates. vi. Review staffing expectations and requirements for all phases of the project. vii. Review daily operations, product warehousing, waste disposal procedures. viii. Schedule dates for training. 2.2. Staffing Qualifications and Onboarding Requirements A. Concord will be required to perform a criminal background check and drug testing for all personnel prior to employment. Concord shall keep and maintain all records for each employee and make available to Aqua -Metric, within the limitations of federal and state laws, upon request. B. Concord's personnel shall report to work fit for duty and free of any adverse effects of illegal drugs or alcohol. Whenever employees are working, operating any company vehicle, present on company or City premises or are conducting company -related work offsite, they are strictly prohibited from using, consuming, being under the influence, possessing, buying, selling, manufacturing or dispensing illegal drugs or alcohol. 2 5 H -37 Page 30 C. New Hire Onboarding i. Upon hire, all Concord staff shall be adequately trained in safety awareness and procedures, proper personal protection equipment ("PPE"), public interaction and communications, all aspects of proper meter exchange procedures, field equipment and software operation, and troubleshooting. ii. Concord shall assign a Field Supervisor or an Experienced Technician to shadow new - hires for a minimum of one (1) week. During this time, Concord's supervisor shall provide field training and monitor all worked performed by the employee. D. Probationary Period i. Concluding the New Hire Onboarding, the employee will advance into a Probationary Period for a minimum of two (2) weeks. During this time, the Field Supervisor or Experienced Technician shall perform quality assurance site visits for ten (10) percent of all meter exchanges performed by employees during the Probationary Period. ii. Concord's employee will be considered to have completed the Probationary Period if no Quality Assurance issues during the two -week period have been identified. E. General Technician i. Upon successful completion of the New Hire Onboarding and Probationary Period, an installer will be considered General Technician. Concord shall perform Quality Assurance site visits for a minimum of five (5) percent of meter exchanges performed by General Technician employees. ii. Employees with three (3) or more Quality Assurance Issues within a sixty (60) day period will be placed in a Probationary Period. F. Senior Technician i. Senior Technicians will have at least six months of experience in water meter exchange projects. ii. Senior Technicians may be used to train new employees and conduct routine tailgate safety review meetings. G. Project Supervisor i. Concord shall designate an on -site Project Supervisor to serve as the direct point of contact for Aqua -Metric. ii. At minimum, Concord's Project Supervisor shall: a) Manage and maintain all deliverables of this ISOW. b) Monitor project progress and execution. c) Coordinate all work and communications with Aqua -Metric. d) Maintain field technician workforce and provide ongoing training. e) Supervise technicians and monitor quality of service, productivity, and professionalism. f) Monitor and provide routine reports on project progress, installation timeline and schedules. 25H-38 Page31 g) Manage and maintain rate of production. h) Manage and maintain an accurate accounting of all Project products and materials. i) Monitor quality of Work and services performed by installation technicians. j) Educate Concord's personnel on installation procedures, safety procedures, equipment and software. k) Manage and maintain inventory with focus on security, availability and organization. 1) Coordinate with Aqua -Metric to replenish product and materials needed to facilitate the services. in) Coordinate resolution regarding field issues or concerns with Aqua -Metric. n) Provide 24-hour on -call service to respond to emergency problems. o) Assess, resolve and report all field issues promptly. p) Conduct weekly call with Aqua -Metric to ensure project is executed smoothly. q) Generate routine reports of meter installations by route and region. H. Back Office Personnel i. Concord shall designate personnel to: a) Audit the quality of data captured from work orders on a weekly basis and deliver reports to the Project Supervisor. b) Manage monthly payment applications. c) Maintain all employment records for all field personnel; including but not limited to criminal background checks, safety records, work -related accidents and injuries. Incident reports shall be provided to Aqua -Metric upon request. I. Uniforms i. All Subtractors personnel working on the Project shall be clearly identifiable as an authorized employee conducting business on behalf of Aqua -Metric and Santa Ana. a) T-Shirts — Field personnel will be required to wear a bright yellow or orange t-shirt with the company logo on the front left breast. b) Identification Badge — Each technician will be required to carry a company issued identification badge on their person. The badge shall display the text "Authorized Water Utility Contractor" printed, technician name, a photo of the technician's face, and the technician's employee number. c) Safety Vest — When working in high traffic areas, field personnel will be required to wear traffic rated safety vests to help increase visibility. d) Vehicles — All vehicles shall have a magnetic sign attached to both front driver and passenger doors identifying the vehicle as authorized personnel. The magnet shall be no less than 24-inches wide and 12-inches tall with the company logo clearly identifiable and the text "Authorized Water Utility Contractor" affixed below the logo; or vehicles shall be corporate branded with fixed logos and company name of "Concord Utility Services". 2 5 H -39 Page 32 J. Aqua -Metric may, in its sole judgement and discretion, require Concord to remove an employee from the Project who is in direct violation or continued violation of any requirements herein. 2.3. Training A. Concord will perform the services herein this ISOW within the applicable local, state, and federal standards and code compliance. Aqua -Metric will provide Concord's supervisors with training on installation, use, and troubleshooting of the meters, radios, activation devices, and software needed to perform the services. Concord's supervisors will be responsible for ensuring Concord's field technicians are adequately trained throughout the course of the project. 2.4. City Corporate Yard, Equipment and Material Handling and Storage A. Santa Ana will provide a secure location with adequate space to accommodate daily operations and product storage through the duration of the project. Concord's personnel will be granted access to the location during normal operating hours. B. Aqua -Metric will furnish mobile storage units, waste and recycling containers, a forklift and pallet truck through the duration of the project. C. Concord will be responsible for securing and maintaining product and materials stored onsite. All new product and materials shall be stored and organized within the locking storage units. Concord's Project Supervisor will be provided with the key(s) needed to gain access to the storage units and shall restrict access to all unauthorized personnel when Concord's Project Supervisor is not onsite. D. Concord will restrict forklift operators to only personnel who are qualified to operate a forklift. All forklift operators shall carry a copy of their forklift certification and adhere to OSHA and CalOSHA safe use guidelines while operating the forklift. E. Concord shall maintain and practice good housekeeping at all times. All waste will be disposed of accordingly in waste and recycling receptacles. F. Concord's personnel shall park in designated locations only and not impede the flow of other traffic. 2.5. Inventory Management A. Concord will track product and materials in NovusCenter through the duration of the Project. Concord's technicians will check out inventory daily and return all retired product to Santa Ana. B. Concord will coordinate with Aqua -Metric to ensure adequate product or materials are onsite and available to perform the services throughout the Project. Concord's Project Supervisor will work directly with Aqua -Metric to ensure inventory levels meet anticipated daily production rates. C. Concord will assume ownership and complete liability of all products and materials in its possession upon delivery until such product or material has been successfully installed or returned to the storage container. D. Concord shall return any unused products or materials upon project completion or termination of the Subcontractor Agreement. 25H-40 Page33 2.6. Route Management A. Aqua -Metric will coordinate with City to partition the service area into routes. Concord's technicians will advance through each route until a majority of service locations have been completed. Aqua -Metric's goal is to complete as much of the active route priorto advancing to the next. Specific timing goals for route completion will be proposed by Aqua -Metric after thorough review of routes for approval by City. An active route will be considered substantially complete when ninety percent (90%) of meters have been installed and verified as communicating to F1exNet network infrastructure or Returned to Utility (RTU). Subsequent routes shall be available for meter exchange services prior to route acceptance of the active route. 2.7. Consumer Outreach A. Aqua -Metric will provide Concord with an adequate supply of "post -installation" door hangers. Door hangers shall be stored in the mobile storage units and used as needed to fulfill the requirements of this section. B. Concord shall furnish door hangers to be used for pre -installation distribution. Concord will distribute one pre -installation door hanger at each service address within the upcoming route no less than two -weeks in advance of commencing work in the route. Concord shall submit within its weekly invoice to Aqua -Metric the total number of preinstallation door hangers distributed for the previous month. C. Concord will leave one post -installation door hanger at each service address detailing information for the successful meter exchange or instructions to contact Santa Ana. 3. Meter Exchange Phase 3.1. Mobilize Field Technicians A. Aqua -Metric will conduct a kick-off meeting two -weeks in advance of commencing meter exchange services. During this meeting, all field technicians will receive a project orientation to train and outline: Project expectations, responsibilities, and workflow; ii. Standard installation procedures and any special requirements for the project; iii. Courteous and respectful end customer interactions; and iv. Safety guidelines to practice and follow during the meter exchange phase. B. Concord's technicians shall be uniformed with appropriate personal protective equipment (PPE), a company branded t-shirt, photo identification badges, and vehicle magnets. 3.2. Standard Water Meter Exchange Procedure A. Concord's Project Supervisor will create and assign daily work orders for each service address within NovusCenter. B. Concord's Project Supervisor will assign inventoried materials to field technicians needed to perform daily changeouts. C. Upon arrival at the service address, Concord will park curbside and place traffic rated safety cones to the front and rear corners of vehicle. 2 5 H -41 Page 34 D. Concord shall verify the correct location by validating address and meter number in NovusCenter. E. Concord shall inspect the meter to verify the replacement is possible. When applicable, Concord shall flag exception accounts which are inaccessible or incapable of completing the services herein as Return to Utility ("RTU") for the reasons defined in Section 3.3 hereunder. F. Concord will attempt to notify occupant of a brief water outage. If occupant does not respond, verify there is no active consumption through the meter. If the meter displays evidence of active consumption, Concord's technician shall return at a later time to avoid service disruption to the customer. If no occupants appear to be onsite, concord's technician shall proceed with the installation service. G. Concord shall hand clean dirt or debris from meter boxes as needed to facilitate meter replacement. H. Concord will inspect the state of the angle stop or curb stop. i. Note state of curb stop on the work order. If the angle stop/curb stop is in the closed position, a zip tie will be fastened around the top of the angle stope/curb stop as a reminder for Concord not to restore water service when completed with the installation. ii. If the angle stop/curb stop can be actuated, Concord shall proceed with the meter replacement. iii. If the angle stop/curb stop cannot be actuated, Concord will immediately assess whether the stop can be easily replaced. a) If the stop can be easily replaced, Concord will exchange the angle stop/curb stop as appropriate and proceed to replacing the meter. • Angle Stop / Curb Stop pricing excludes excess excavation, crimping, freezing, replacing stop on galvanized pipe, or additional coordination and scheduling with other parties. b) Santa Ana will provide a supply of angle stops/curb stops for Concord to use for replacement. Concord will maintain inventory counts within NovusCenter and notify Aqua -Metric when inventory needs to be replenished. If Santa Ana is unable to provide an adequate supply of angle stops and curb stops, or if the supply -on - hand has been depleted before Santa Ana has replenished, Concord may procure the necessary hardware and invoice at cost plus fifteen percent (15%). c) If the stop cannot be easily replaced (embedded in roots, concrete, etc. or needs further coordination with Santa Ana to carry out the replacement), Concord shall document the meter pit's condition, including images, within NovusCenter and the work order will be flagged RTU. Concord will be reimbursed for collecting the survey data at the Survey Fee rate defined within Exhibit A hereto. iv. Capture a photo of the curb stop before and after completing the work within NovusCenter when applicable. I. Concord will open external hose bib, if available at the front of the dwelling and in working order, and shut-off water source. Concord shall not be responsible for inoperable, damaged, or faulty hose bibs. 2 5 H -42 Page 35 J. Concord will disconnect and remove old water meter from service. K. Concord will restore water service and flush the water line through an external hose bib, hose bib, if available at the front of the dwelling and in working order. L. Install and Activate F1exNet SmartPoint i. Concord will replace all meter box lids appropriately with one of the following approved lids: ii. Concord will affix F1exNet SmartPoint transmitter securely to pre -drilled meter box lid. iii. Concord will connect meter to F1exNet SmartPoint utilizing the touch coupled connector from the meter. iv. Concord will activate the F1exNet SmartPoint and confirm communications have been established. a) Capture GPS coordinates within sub -foot accuracy. b) Confirm communication between the SmartPoint and the water meter. c) Confirm communications between the SmartPoint and F1exNet infrastructure. d) Record any communication issues within the work order. M. Concord will document data in NovusCenter i. Record old meter and/or radio transmitter data. ii. Capture images of worksite prior to commencing installation services. iii. Barcode scan new meter and/or radio transmitter. iv. Capture images of: a) Installation site pre- and post -installation. b) Curb stop (pre- and post -installation) c) Older meter serial number and final reading. d) New installed meter. e) SmartPoint activation screen. f) Relative meter location in relation to dwelling. v. Capture screen confirmation of radio communications from the activation screen. vi. Document any comments isolated to installation services with images; including, but not limited to recommended services, special project notes, unstable conditions, etc. N. Concord will replace meter lid and remove any debris and/or retired meter from jobsite. O. All water meters removed from service will be returned to Santa Ana Corporation Yard for scrap disposal. 3.3. Return to Utility ("RTU") A. In the event an account is flagged as Return to Utility ("RTU" ), Concord will transfer all responsibility to Santa Ana and be relieved of any responsibility of returning to the account 2 5 H -43 Page 36 in effort to complete a meter exchange. Acceptable reasons to flag any account as RTU may include but are not limited to: i. Service accounts with a curb/angle stop which cannot be actuated or easily replaced. ii. Service accounts with a visible service line leak. iii. Service accounts that cannot be located or have been found to substantially deviate from the expected meter type or size and require additional assistance from City personnel. iv. Service accounts that substantially deviate from the approved ISOW v. Service accounts where the water meter is obstructed by vehicles, permanent or large structures, landscaping, or excessive tree/plant roots inside meter box. vi. Service accounts where the Concord reasonably believes potential damage may occur to customer's property. vii. Service accounts which require alterations or restorations to concrete, asphalt or landscaping. 3.4. Non -Standard (Incidental) Meter Services A. Non -Standard Meter Services may be required to facilitate a successful meter exchange. Non -Standard Services are defined as any service(s) in excess to those expressly stated within the Standard Water Meter Exchange. Concord shall notify Aqua -Metric prior to performing any Non -Standard Meter Services. Unless expressly stated in Exhibit A — Contract Pricing, no unauthorized work shall be performed by Concord unless such work has been approved in advance written Change Order. 4. Quality Assurance and Quality Control 4.1. Field Quality Assurance A. Concord's Project Supervisor will perform weekly quality assurance evaluations on a portion of completed work orders. Service addresses will be selected at random and reviewed for proper installation and data collection. Concord's Project Supervisor will evaluate: i. Job Site Cleanliness ii. Meter Installed Correctly iii. Work Order Accuracy iv. Digital Photos are uploaded and match work order data a) In/Out Meter Read b) Meter Identification Number c) Radio Identification Number B. Concord's Project Supervisor will coordinate with Aqua -Metric's technical staff to identify service locations not communicating with network infrastructure. In the event an installed product is suspect for non -communication, Concord will make one on -site attempt to interrogate the product at no expense to Aqua -Metric within the Meter Services Warranty period. 2 5 H -44 Page 37 i. The service site work order will be reopened and assigned to a field technician to troubleshoot the concern. If the malfunction is a direct result of Concord error or negligence, Concord will install a replacement at no charge. ii. If it is determined that non -communication is due to a product defect or failure, Concord shall invoice for site visit at the cited hourly rate. C. Meter/Radio to Network Communication Errors i. In the event an installed meter or radio is suspect for non -communications, Concord shall make one attempt to interrogate the product at no expense if within the Meter Services Warranty period outlined. Concord shall be responsible to reasonably correct communication errors resulting from Concord's faulty workmanship or negligence and within the warranty period. iii. If it is determined that non -communication is due to a product defect or failure, Concord shall invoice for site visit at the cited hourly rate. D. Data Quality E. Concord will review new meter and radio number information for accuracy prior to transmission of the meter swap file. F. Aqua -Metric's Project Supervisor will review a portion of all work orders captured within NovusCenter to confirm proper data collection and integrity while tracking and recording any anomalies. G. If Aqua -Metric's Project Supervisor identifies discrepancies or issues withthe data captured by a specific technician, Concord's Project Supervisor will be notified to review one hundred percent (100%) of all data captured by Concord's technician over one week and determine whether additional investigation is necessary. Concord's Project Supervisor will reopen any work orders as necessary and reassign to Concord's technician for review and/or data correction. 5. Reports 5.1. Aqua -Metric's Project Supervisor will work with Concord to generate and maintain the following report(s): A. Swap File Report— Information for billing system updates. B. Installation Report — Total quantities of installed product for the previous week and a total of installs to date. C. Return to Utility ("RTU") Report— All accounts that have been Returned to Utility (RTU). The report will identify the affected accounts and the reasons for the RTUs. D. Quality Assurance Report — Contains the results of evaluations performed on ten percent (10%) of the completed installations. E. Incident Report — Document any reported issues involving Concord personnel, installation issues, customer complaints, accidents and/or damages as they are identified. 6. Substantial Completion 6.1. Service sites shall be deemed complete once three readings have been received into the RNI over a four- day window. 2 5 H -45 Page 38 6.2. An active route will be considered substantially complete when ninety percent (90%) of meters within the route have been exchanged or Returned to Utility (RTU). Subsequent routes shall be available for meter exchange services prior to route acceptance of the active route. 6.3. In a phased deployment, the Phase shall be considered Substantially Complete when Concord has successfully exchanged or Returned to Utility (RTU) a minimum of ninety percent (90%) of the meter quantity allocated for the respective phase. 6.4. In a full deployment, the Meter Services will be considered Substantially Complete when Concord has successfully exchanged or Returned to Utility (RTU) a minimum of ninety percent (90%) of the meter quantity allocated for the entire Project. 7. Project Close -Out 7.1. Route Acceptance A. Aqua -Metric will verify all meters assigned to Concord for exchange have either been successfully installed or flagged as RTU. B. Aqua -Metric and Santa Ana will review and sign off on completion of the route. C. Coordinate with Aqua -Metric's technical team to generate an electronic report demonstrating all service accounts are in compliance with the provisions of Section 6.1. D. Aqua -Metric verifies all routes have been accepted and signed off by Santa Ana. 7.2. Demobilization A. Clean up and return any facilities provided by Aqua -Metric or Santa Ana B. Return any Aqua -Metric or City provided equipment to appropriate personnel. C. Transfer overstock or planned inventory back to Aqua -Metric. 7.3. Meter Services Project Acceptance A. Aqua -Metric and Concord will validate and execute Meter Services Project Acceptance documentation. i. Final report of completed service accounts ii. Final report of RTU service accounts iii. Final Route Acceptance Sign -Off 8. Meter Services Assumptions and Clarifications 8.1. All meters will be exchanged contiguously and sequentially through cycles and routes during normal business hours of Monday — Friday, 7:00 AM to 4:00 PM. 8.2. No additional Direct Job Costs (city licenses, permits, etc.) are included and will be invoiced as necessary and on occurrence at cost plus fifteen percent (15%). 8.3. Demobilization/Remobilization/Stand Down Contingency: The project Mobilization/Demobilization is assumed for a single-phase move on and move off for installation/deployment. If demobilization and remobilization occur during the project due to reasons beyond Concord's control, excluding any State or Federal Government mandated suspensions, additional contingency fees will be assessed. 2 5 H -46 Page 39 A. Demobilization/Remobilization Fees: Concord will invoice for cost plus fifteen percent (15%) to move in and out of market (i.e. travel fees, cancellation fees, vehicle transportation fees.) B. Stand Down Time: If Concord's technicians are unable to work during delays or suspensions cause by Santa Ana and Concord's resources remain deployed, Concord will invoice at $95.00 per hour, per technician for time Concord is stood down. 8.4. Standard Meter Exchange includes only those items expressly detailed in this ISOW herein. Standard Water Meter Exchange Services will be provided based upon information provided by Santa Ana regarding meter type, size, and accessibility. Concord assumes all metering data as it pertains to characteristics (size, model, etc.) or any special requirements will be accurately provided in advance of the meter installation services. Aqua -Metric does not warrant data will be free of duplicates, anomalies, stale data, decommissioned meters, closed accounts, inaccurate data, etc. 8.5. All meters will be assumed to be located in a conspicuous and easily accessible locations. All hard to find meters will have location descriptions and/or assistance from Santa Ana as necessary to locate. 8.6. Traffic Control cost(s) (including but not limited to planning, engineering, permitting, implementation, labor, Traffic Control device setup and removal, etc.) will be invoiced as necessary and on occurrence at cost plus fifteen percent (15%). 8.7. Concord shall not be responsible to remove, repair, or replace any paving or other hard/solid surfaces (concrete, asphalt, pavers, etc.) unless repair or replacement is necessary to correct damages caused by Concord's poor workmanship or negligence. 2 5 H -47 Page 40 APPENDIX C MDMSSOW This Appendix C and C-1 (collectively "Appendix C") describes the integration work that Aqua -Metric will perform for the City of Santa Ana Aqua -Metric intends to use their subcontractor, Harris or its subcontractor Systems & Software, Inc. ("S&S"), to perform these services. All references to Harris or S&S in Appendix C are for reference and does not waive the responsibilities of Aqua -Metric to perform the work or services described in this Appendix C. This Appendix C shall be used to reach a satisfactory level of mutual agreement between Aqua -Metric, Santa Ana, Harris, and S&S with respect to the objectives and requirements of the Project. The parties acknowledge and agree the Appendix C may adjust as necessary without formal Change Order to accommodate changes in the project which do not impact the overall Project cost or timeline. Any significant change(s) to the Appendix C that would otherwise cause a change in the Project cost or timeline shall be executed upon written change order, duly signed by an authorized representative of Santa Ana and Aqua -Metric. 2 5 H —48 Page 41 Appendix C � SMARTWORKS 160 Statement of Work for SmartWorks Compass Presented to Aqua Metric Sales Co For the Santa Ana Municipal Utility Services Project August 24, 2020 Version: 0.1 WWW 6HTks.com Page 42 !`' SMARTWORKS City of Santa Ana—SmartWorks Statement of Work 25H-50 Page43 !`' SMARTWORKS Revision Control Docu me nt Title: Santa Ana Municipal Utility Services —Sm a rtWorks Statement of Work Document Owner: SmartWorks — Professional Services Draft 2020.08.26 Initial draft for project scope Draft 2020.09.16 Call with CoSA, UtiliWorks, AMSC, and Harris City of Santa Ana—SmartWorks Statement of Work 2 5 H -51 Page 44 !`' SMARTWORKS Table of Contents 1. INTRODUCTION..............................................................................................................6 1.1. GlossaryofTerms....................................................................................................................6 1.2. Roles and Responsibilities.......................................................................................................8 1.3. Related Documents.................................................................................................................9 2. SMARTWORKS COMPASS IMPLEMENTATION SCOPE....................................................10 2.1. Storage..................................................................................................................................10 2.2. Meter Configuration..............................................................................................................10 2.3. SmartWorks Compass Modules.............................................................................................11 2.3.1. MeterSense MDM................................................................................................................................11 2.3.2. KPI Dashboard......................................................................................................................................12 2.3.3. Leak Detection and Notification...........................................................................................................12 2.4. Reporting...............................................................................................................................13 2.5. Project Deliverables and Work Products...............................................................................14 2.5.1. Deliverables..........................................................................................................................................14 2.5.2. Work Products......................................................................................................................................14 2.6. SmartWorks Compass Training and Discovery Sessions........................................................14 2.6.1. Kick Off Meeting...................................................................................................................................15 2.6.2. Compass Overview Session..................................................................................................................15 2.6.3. Discovery Session.................................................................................................................................15 2.6.4. Functional and Process Training...........................................................................................................15 2.6.5. Advanced Process Automation Rules Training.....................................................................................16 3. SOFTWARE INTEGRATIONS...........................................................................................17 3.1. AMI Head End System...........................................................................................................17 3.2. Customer Information System (CIS), S&S enQuesta..............................................................18 3.2.1. CIS Synchronization Integration ...........................................................................................................18 3.2.2. Billing Interface(MultiSpeak®).............................................................................................................19 3.2.3. Remote Meter Action Initiation from CIS.............................................................................................19 3.2.4. Work Order Creation from MDM.........................................................................................................20 3.2.5. Customer Portal...................................................................................................................................21 3.3. Geographic Information System (GIS) Integration - ESRI...................................................... 21 3.3.1. Base Map..............................................................................................................................................21 3.4. The Weather Network........................................................................................................... 21 4. PROJECT MANAGEMENT APPROACH............................................................................22 4.1. Communication/Status and Relationship Management Approach ....................................... 22 4.2. Work Management Approach............................................................................................... 23 4.3. Change Management Approach............................................................................................23 4.4. Risk Management Approach................................................................................................. 24 4.5. Acceptance Management Approach.....................................................................................25 5. DELIVERY APPROACH...................................................................................................27 City of Santa Ana—SmartWorks Statement of Work 25H-52 Page45 %`' SMARTWORKS 5.1. Implementation Approach — Phases, Deliverables, Key Milestones ..................................... 27 5.2. Implementation Methodology..............................................................................................27 5.3. Implementation Timeline...................................................................................................... 29 5.4. Validation/Testing Approach.................................................................................................29 5.4.1. User Acceptance Testing Procedure....................................................................................................30 5.5. Software Progression and Configuration Management........................................................33 5.6. Customer Resource Involvement.......................................................................................... 34 5.7. Project Completion Criteria...................................................................................................35 5.7.1. Completion Criteria Summary..............................................................................................................36 6. ASSUMPTIONS.............................................................................................................38 7. DOCUMENT ACCEPTANCE AND SIGN-OFF.....................................................................40 APPENDIX A — CHANGE ORDER TEMPLATE............................................................................41 City of Santa Ana—SmartWorks Statement of Work 25H-53 Page46 !`' SMARTWORKS 1. Introduction This Statement of Work (SOW) defines the work to be performed by the SmartWorks division of N. Harris Computer Corporation (herein referred to as "SmartWorks") for Santa Ana Municipal Utility Services, (herein referred to as "Customer" or ""). This SOW includes a high-level timeline and other Terms and Conditions specific to the services requested by Customer. This document serves as the complete understanding, between Customer and SmartWorks, as to what the current Statement of Work entails. This document will be used as a reference by SmartWorks for the configuration and implementation of SmartWorks Compass (herein referred to as the "SmartWorks Software"). This document will also be used by Customer to determine if the SmartWorks Software provides the functionality requested and agreed to, per this document. If there are any issues during the project lifecycle, this document will be used to determine if the issue is a configuration/development issue or if the issue was not included as part of the current Statement of Work. Changes to this document shall be made through a Change Management Process as described Section 4.3. The implementation project will accomplish the following high-level objectives: 1) Install, configure and implement the SmartWorks Software as defined in Section 2. 2) The SmartWorks Compass solution will be installed at the SmartWorks Hosting Facility. 3) Initiate within SmartWorks Software the collection and management of a) register data from residential and C&I meters b) interval and register data from AMI Meters. 4) Integrate with AMI Vendor AMI, S&S enQuesta CIS and ESRI GIS to import meter usage, events, alerts and location data and to provide the necessary meter, event, and billing data as required. 5) Deliver system training designed to develop competency with the use and configuration of the SmartWorks Software. 6) Provide support during User Acceptance Testing. 1.1. Glossary of Terms Acceptance Testing Period A defined period of time to perform User Acceptance Testing on the Solution including testing in a live pre -production environment. Date that written acceptance by Customer is received by SmartWorks that Actual Solution Solution substantially meets the Functional and Integration Requirements Acceptance Date Document, and substantially satisfies the testing criteria set forth in the Solution Acceptance Criteria. City of Santa Ana —SmartWorks Statement of Work 2 5 H -54 Page 47 !`' SMARTWORKS The measure of consumption used to calculate a customer's bill. A billing determinant is either; • A register read; or • A value calculated by the MDM for billing purposes based on interval Billing Determinant and/or register read data. If rates are blocked, seasonally differentiated, time -differentiated, or separated by demand and energy measures, then the billing determinants are organized in the same fashion. Change Management The process outlined in section 4.3 of the SOW, which SmartWorks will Process follow for any proposed changes to the SOW. Deliverable An item created during the project that requires formal review and approval by Customer. Deliverable Criterion by which Customer determines that the Deliverable provided by Acceptance Criteria Consultant is in accordance with this Statement of Work. Deliverable A central listing of all Deliverables and Work Products developed by and Acceptance Criteria maintained throughout the project. Document A baseline plan created by SmartWorks in collaboration with Customer Detailed Project Plan during the Initiation and Build phase of the project. The plan establishes the implementation timeline (including certain milestones) for the project. Expected Solution The date, identified in the Detailed Project Plan, by which the Parties Acceptance Date expect Solution Acceptance to be achieved. Functional Testing Test the core Solution components (configuration, interfaces, reports, and modifications) against agreed upon requirements. Go -Live Plan A Deliverable identifying and describing the activities to be performed Document during the Deployment phase of the project. Integration Testing Test the end -to -end process based on business processes and scenarios against the agreed upon integration requirements. A meter read showing the consumption over a defined period of time, demand, or interval, normally 60 minutes, 30 minutes, 15 minutes or 5 Interval Read Data minutes. Typical units of measure include Gallons/cubic foot or cubic meter for water meters. Unique stream of meter read data, with corresponding UOM (Unit of Measure), provided by meters and stored under a unique Channel ID Meter Channel within SmartWorks Compass. Each channel can consist of consumption data (referred to as consumption channel) or a demand data (referred to as demand channel). City of Santa Ana—SmartWorks Statement of Work 25H-55 Page48 1 `' SMARTWORKS Calendar days after acceptance Date for each phase in which SmartWorks Post Implementation Software is operating as Customer's primary operating system with Grace Period respect to functionality contained herein. A value provided by the meter that is shown on the meter's faceplate, and hence can be validated by the customer by visual inspection of the meter. This can include: • Cumulative Consumption Register Read —total measured consumption Register Read Data since the meter was manufactured or refurbished (Typical units of measure include Gallons/ cubic foot or cubic meter for water meters.) • Time of Use Consumption Register (total consumption during a specific time of use window) Solution The set of related software programs and services contained within in this Statement of Work. Customer determination by written acknowledgement that the Solution Solution Acceptance provided by Consultant performs in accordance with the Functional and Technical Requirements developed for this Statement of Work and any applicable Documentation. Third -Party Vendor Any vendor or organization that is not part of SmartWorks or Customer Unit Testing Test individual Solution components to validate that each component meet the specifications set forth during the project. User Acceptance Validate that Solution behaves per agreed upon requirements as defined Testing in the Functional and Integration Requirements Document based on the test cases and selected scenarios. Work Product An item created during the engagement that is reviewed by the customer but does not require formal approval by the customer 1.2. Roles and Responsibilities The activities to be carried out are detailed in each section of this SOW. The table below defines the associated roles and responsibilities at a high level. Changes to team personnel will be carefully evaluated by both parties, in the context of the project, and will be provided to Customer for consideration in advance of any changes. References to the corresponding sections of the SOW are included when a more detailed description is required. City of Santa Ana—SmartWorks Statement of Work 25H-56 Page49 !`' SMARTWORKS Responsibility. - Engage in tasks defined in section 5.6 Customer Resource Involvement Project Core Team (Customer) Ensure resources are available to perform work as defined in SOW Project Manager (SmartWorks) Ensure assistance and cooperation by Third -Party Vendors (including Project Manager AMI and GIS) (Customer) Participate in weekly project calls Entire Project Team (Smart Works/Customer) Configure Virtual Private Network (VPN) to enable customer access to IT (Customer) the SmartWorks Hosting Facility (applications on the SmartWorks Hosting Facility may not be exposed on the internet). Note: This will be required for the corporate location as well as for the remote call center (distinct network). Perform initial install in SmartWorks Hosting Facility Infrastructure specialist (SmartWorks) Install Software Modules as per section 2 SmartWorks Compass Consultants (SmartWorks) Implementation Scope Provide deliverables as defined in section 2.5 Project Deliverables and Consultants (SmartWorks) Work Products Provide AMI infrastructure and meter data Metering (Customer via AMI vendor) Provide input data for integration points as defined in section 3 Software Project Team (Customer) Integrations Install and configure integration points as defined in section 3 Software Consultants (SmartWorks) Integrations Perform functional and integration testing Consultants (SmartWorks) Perform User Acceptance Testing Project Team (Customer) Provide support during User Acceptance Testing Consultants (SmartWorks) Perform admin configuration updates once training has been delivered Project Team (Customer) and User Acceptance Testing is completed. Note: Guidance will be provided by SmartWorks until the project is deemed completed. 1.3. Related Documents Related documents to the SOW are: 1) SmartWorks Software License and Services Agreement 2) SmartWorks Hosting Services Agreement City of Santa Ana —SmartWorks Statement of Work 25H-57 Page 50 !`' SMARTWORKS 2. SmartWorks Compass Implementation Scope The scope of this Statement of Work is to implement the SmartWorks Software Solution for the Customer and to train the key people on the operation of the SmartWorks Software. The Customer will procure and install their respective advanced meters and supporting network infrastructure. SmartWorks will deploy two (2) instances of the SmartWorks Software at the SmartWorks Hosting Facility in the United States: (1) Test instance and (1) Production instance. Note that the intent of a test environment is to test new or existing functionality with a minimal set of data representative of the meter population prior to a production update. The use of the test instance as a copy of production with a full set of data and corresponding full dataset processing is not supported. Server specifications and associated hosting costs, if applicable, included in our proposal are based on these assumptions. Changes to the environments may be brought into scope using the Change Management process described in section 4.3. 2.1.Storage The SmartWorks Software is capable of importing, processing and storing thirty-six (36) months of data for the meters reflected in the table below. An archive and purge process will be used for data older than thirty-six (36) months. Archived data will be recoverable for a period of five (5) years. To restore a location's data, users have the ability to enter the Location Number or meter ID. Once the restore execution is complete, all data for the selected meter ID, or for all meters associated with the selected location, will now be available in the system again, and can be viewed in graphs, tables, or other reports. This data will remain in the system indefinitely and will be excluded from further data purge processes. Users also have the ability to configure a "Data Purge Exclusion Meter List". Changes to storage and data processing requirements including storage duration, meter counts, configuration of intervals length or number of channels impact the storage requirements submitted with our proposal. These may be brought into scope using the Change Management process described in section 4.3. A set of test meters in the production environment will be defined by the Customer as being eligible for testing functionality. 2.2. Meter Configuration The SmartWorks Software is capable of importing, processing and storing meter usage data based on the interval length and channels submitted with our proposal and defined below. Changes to meter counts, configuration of intervals or number of channels may be brought into scope using the Change Management process described in section 4.3. City of Santa Ana—SmartWorks Statement of Work 25H-58 Page 51 !`' SMARTWORKS 2.3. SmartWorks Compass Modules The following SmartWorks Compass Software modules will be installed and configured as part of the scope of this engagement: • SmartWorks Compass, including the following modules: • MeterSense MDMS • KPI Dashboard • Leak Detection and Notification This section includes a description of each module as well as their corresponding Pre -requisites and Assumptions. 2.3.1. MeterSense MDM SmartWorks will install and configure MeterSense MDM module. Module Functionality includes: • Support meter deployment • Reports to help ensure that meters are provisioned correctly and communicating in the field • Monitor AMI Performance • Report on number of reads delivered compared to AMI Service Level Agreement • Enable Meter -to -Cash • Validation of reads, billing determinants and customer service support • Alert via Meter Events • Store and report on Tampers, Leaks, error and other meter flags 2.3.1.1. Pre -Requisites & Assumptions • Meter reads are imported from the AMI as defined in section 3.1Errorl Reference source not found. AMI Head End Systems. • Meter events are imported from the AMI as defined in section 3.1 AMI Head End System. • Meters installation/removal are synchronized with the system of record as defined in sections 3.2.1 CIS Synchronization Integration. • After installation of MeterSense MDM by SmartWorks, meter reads validation routines (VEE — Validate, edit, estimate) as defined in SmartWorks User -Guide VEE will be available for configuration. City of Santa Ana—SmartWorks Statement of Work 25H-59 Page 52 %`' SMARTWORKS • Data will be presented in the MeterSense MDM reports based on the modules identified in this Statement of Work and the availability of the data described in section 3 Software Integrations. 2.3.2. KPI Dashboard SmartWorks will install and configure the KPI Dashboard module. The KPI Dashboard enables the user to configure one or more dashboards to display information on Key Performance Indicators (KPIs). A KPI is a metric that is represented by One dimensional or Two Dimensional components. For each KPI, a panel of information is available. This includes: • Value of the KPI displayed as a numeric value, speedometer graphic or thermometer graphic. • If a drilldown link was defined when the KPI was registered, clicking anywhere on the value will launch a window with the drilldown page. • Color coded value (red/yellow/green), depending on settings. • Max/min statistics and trend area. • Secondary KPI value, where configured. If the secondary KPI value has been defined with a drilldown link, clicking on the value will launch a window with the drilldown page. Information on a KPI can be shared via email on a scheduled basis or threshold -driven exception basis. A set of standard KPIs are made available with the application. These are arranged into a set of standard dashboards. It may be that not all dashboards or KPIs are applicable to a utility depending on available information, modules deployed, and integrations performed. Users may configure their own dashboards from the available KPIs. 2.3.2.1. Pre -Requisites & Assumptions • Deployment of the Compass Framework, if not already in place. • Population of any data required for calculation of KPIs included in the Software Integration defined in section 3. 2.3.3. Leak Detection and Notification SmartWorks Compass provides an analytical software solution that identifies leaks both from meter notifications and using intelligent data analysis. A prioritized list of customers to be contacted is then produced, filtered for false positives and duplicates, and refined on an ongoing basis to eliminate wasted effort. Functionality Delivered: • Import Leak Events from AMI meters. • Monitor for Continuous Consumption, with parameters configurable by group. • Generate Leak Notifications using either or both approaches above. • Provide notification summary reports to utility personnel • Customer notification: Create Leak Detection Work Order in CIS o For each account identified in existing Compass report, query CIS to determine if a corresponding Work order already exists for the Work order type provided by Customer. City of Santa Ana—SmartWorks Statement of Work 2 5 H -60 Page 53 1`' SMARTWORKS o If the expected Work order does not already exist, create a new Work order in CIS. • Registered Report: Leak Notifications generated over a selected period of time (default to last 7 days) • Leak Detection KPI Dashboard displaying the following KPIs: o Leaks Detected: Number of locations with a suspected leak. o Average Leak Time: Average time of leak, based on Continuous Consumption statistics. o Average Leak Volume: Average leak volume, takes the average of each interval that reported a Continuous Consumption failure. o Leak Events Yesterday: Total Volume of all leak events over the past 24 hours. o Total Leak Volume: Total Volume of all reported Continuous Consumption failures over the previous 6 months' time span. o Average Leak Volume: Average leak volume of all reported Continuous Consumption Failures over the previous 6 months. Implementation • Consultant will implement and configure the above functionality. • Consultant will train customer on module functionality and uses. • Consultant will support customer testing. 2.3.3.1. Pre-Requisites&Assumptions • Deployment of the Compass Framework by SmartWorks, if not already in place. • Utilization of Leak Notifications from meters requires meter -generated leak notifications to be delivered to the SmartWorks Compass Framework via standard Advanced Metering Infrastructure integration methods. • Utilization of usage data analysis for leak notification requires hourly (or finer) interval usage data to be delivered to the SmartWorks Compass Framework via standard Advanced Metering Infrastructure integration methods. • Customer communication for notification will be managed by the CIS, based on the Work Order created • Customer must provide the Work Order type to be used for Leak Detections • Map views require latitude/longitude information for each meter to be available via synchronization with the system of record. 2.4. Reporting All standard reports available within the SmartWorks Software will be made available for all licensed modules. No custom reports or custom KPIs have been identified for delivery. However, if during the project, Customer identifies a requirement for a custom report, the services can be brought into scope using the Change Management process described in section 4.3. City of Santa Ana—SmartWorks Statement of Work 2 5 H -61 Page 54 !`' SMARTWORKS 2.5. Project Deliverables and Work Products The following deliverables, milestones and work products are included in this project. Deliverables are items created during the project that may require formal review and approval by the customer. Work products are items created during the project that are reviewed by the customer but do not require formal approval by the customer. 2.5.1. Deliverables The following list identifies the key deliverables associated with this project: • Functional and Integration Requirements Document • SmartWorks Software installation • SmartWorks Software configuration • SmartWorks Software integration as defined in section 3 • SmartWorks Software End -User Training 2.5.2. Work Products The following list identifies the key work product documentation associated with this project: • Project Schedule • Acceptance Criteria Document • Test Case Scenario Checklist • Testing Plan • Training Plan • Training Material • SmartWorks Software User Guides • Go -Live Approach Document 2.6. SmartWorks Compass Training and Discovery Sessions To enable users to effectively use the software both during acceptance testing and in a production capacity, SmartWorks will provide end -user training as part of this project. Onsite and remote training sessions will be provided the Customer as outlined in the table below. Activity Kick Off Meeting Location Onsite* Pha Alpha Length 1 day SmartWorks Compass Overview Session Remote Alpha 0.5 day Discovery Session Onsite* Beta 3 days Functional and Process Training Onsite* Beta 3 days City of Santa Ana—SmartWorks Statement of Work 2 5 H -St2 Page 55 %`' SMARTWORKS Advanced Process Automation Module Training Onsite* Beta 2 days UAT Acceptance Testing Support Remote Beta 10 days Note: Onsite sessions will take place when safe and appropriate. The onsite sessions can be replaced with remote online sessions upon agreement between SmartWorks and Customer. 2.6.1. Kick Off Meeting The purpose of this onsite meeting is to introduce project team members and review the project at a high level. Topics include scheduling, methodology, milestones, communication plan, and short-term focus. Preliminary requirements for each integration are also reviewed. Additional topics can also include a demo of the SmartWorks Software, as well as a review of infrastructure components, including the Solution Architecture Diagram. 2.6.2. Compass Overview Session The Overview Training is held with the core user group when initial configuration is complete. This session occurs during the Analysis phase and is held remotely. The overview training session provides users an overview of current system functionality. Upon conclusion of this session, users are able to dive into the SmartWorks Compass platform and understand existing configuration. 2.6.3. Discovery Session The purpose of the Discovery Session is to demonstrate existing functionality and elicit feedback for updates to functionality. Emphasis is placed on understanding existing customer business process and the impact to the process due to SmartWorks Compass is documented in the Functional requirement documents. 2.6.4. Functional and Process Training During the Functional and Process Training, up to 10 users will be provided training on the SmartWorks Software. In any training class exceeding ten (10) people, Santa Ana maybe assessed an additional charge for additional Harris instructors. Harris will provide online reference documentation for Santa Ana's sole internal use. System Navigation will be reviewed as well as the main business functions of the solution. Following the Functional Training, the Business processes and use cases applicable to Customer will be reviewed. Topics typically covered in this training include: • SmartWorks Software Overview • Data Setup • Meter Reads & Validating, Estimating, Editing—VEE • Billing & Customer Service Functions City of Santa Ana—SmartWorks Statement of Work 2 5 H -63 Page 56 !`' SMARTWORKS • Using Maps and Reports • Advanced Reporting • System Administration • Sessions specific to each SmartWorks Compass module defined in section 2.3 • Process Automation Overview 2.6.5. Advanced Process Automation Rules Training The Advanced Process Automation Rules Training course is a two-day technical course on rules development designed to enable participants to become competent at developing rules for SmartWorks Compass modules. The topics include: 1. Overview of Rules Engine as a tool, Lifecycle of a Rule, Rule Components 2. SmartWorks Compass Data Schema/Data Flow/ Rules Performance Management a. Applications of Rules b. AMI System Performance c. Responding to VEE exceptions d. Meter Events and Alarms 3. Data Analysis 4. Data Safety Practices The course will be delivered following rules design themes so that participants understand the construction of rules and can apply those design themes to any functional application and will include hands on exercises and an exam. The Advanced Process Automation Module Rules Training course will be delivered to up to 3 participants. The intent is to train individuals within an organization to create a "rules engine technician", who can take business requirements from business lines develop a rule that meets the business needs. Customer should only need 1 to 3 technicians. Competency with SQL and a basic understanding of databases are pre -requisites for participants in the Advanced Process Automation Module Rules Training course. Customer should also have several "rules champions", who represent a business unit. The rules champions will be trained on the capabilities of the Rules Engine during the Functional and Process training course. These business unit rules 'champions' would be responsible for finding ways to improve their business and then passing the requirements to the rules engine technician (i.e. the 1 or 2 people trained by this course). The technician creates the rule. The champion tests and signs off on the rule. City of Santa Ana—SmartWorks Statement of Work 2 5 H -64 Page 57 !`' SMARTWORKS 3. Software Integrations During software integration: • Customer will act as or provide an integration coordinator who will be responsible for overseeing integration communications for this project. The integration coordinator role consists in securing, as required and in a timely fashion, the assistance and cooperation of third -party vendors. A change order may be required if a third - party vendor is unavailable or non -cooperative and causes an impact to the project schedule or effort. • SmartWorks will provide advice and recommendations regarding its experience and leading practice. SmartWorks will make a reasonable attempt to provide sufficient lead time when making requests for assistance from third -party vendors. When deemed appropriate by Customer, SmartWorks will also work directly with third -party vendors if direct communication will result in efficient execution of the project. Any version changes to integrating systems that occur during the project will be reviewed by SmartWorks and may require a change order if integration updates or re -testing activities are required. The following Integrations are included in the project scope for the project: 3.1. AMI Head End System, Sensus RNI Version 4.7 SmartWorks Software will integrate with the AMI Head End System to: Meter reads: Import the current day's readings as well as older reads that were previously missed. Interval and register read data will be received from AMI Head End system. Meter events: Import meter event data from AMI Head End. Examples include alerts such as tamper, leak, etc. Specific alarms will be defined between AMI and Customer. Remote action: Where the functionality is supported by the meters or compatible others, SmartWorks Software will integrate with the AMI Head End to perform On Demand reads and Remote Connects & Disconnects. Integration Initiator Type(s) Protocol Frequency Meter Reads AMI CMEP Read File sFTP 1-3 times/day Meter Events AMI CMEP Event File sFTP 1-3 times/day Meter Events AMI Real Time events MultiSpeak® Real Time (to be defined) methods City of Santa Ana—SmartWorks Statement of Work 2 5 H -65 Page 58 !`' SMARTWORKS Initiator Type(s) ProtocolIntegration .- Remote AN On Demand read MultiSpeak® Real Time Actions methods Remote AN Rem oteConnectDisconnect MultiSpeak® Real Time Actions methods Meter Data AN Ally Pressure & SFTP 1-3 times/day Temperature If flat files are used for providing meter data, the files are expected to be delivered by S:OOam (local time) or an agreed upon time suitable to Consultant and Customer in order for the SmartWorks Software to perform the VEE process. The AMI Head End may deliver files at multiple times during the day in order to collect the maximum amount of meter data. It is assumed that the applicable AMI Head End version will be installed on the Customer system in time for Consultant to perform its development and testing activities. 3.2. Customer Information System (CIS), S&S enQuesta v6 In collaboration with Customer or Customer's agent(s), Consultant will provide the following integrations with Customer's CIS. The integrations will require ongoing support from the CIS vendor through the SmartWorks integration project. Summary of integrations Integration DataSync Initiator CIS Type Creates DBviews Protocol Frequency DataSync MDM Queries DB views ODBC 1-3 times/day Billing CIS Billing Request MultiSpeak® 4.1 TBD during discovery Billing MDM Billing Response MultiSpeak® 4.1 TBD during discovery Remote Action CIS On Demand read request MultiSpeak® 4.1 Real Time Remote Action MDM On Demand read response MultiSpeak® 4.1 Real Time Remote Action CIS Remote shut off request (remote disconnect) MultiSpeak® 4.1 Real Time Remote Action MDM Remote shut off response (remote disconnect) MultiSpeak® 4.1 Real Time Remote Action CIS Remote connect request MultiSpeak® 4.1 Real Time Remote Action 1 MDM I Remote connect response MultiSpeak® 4.1 1 Real Time Work Order I MDM 1 3 rules to be defined MultiSpeak® 4.1 1 TBD during discovery 3.2.1. CIS Synchronization Integration Import of customer and meter data into the SmartWorks Software for validation of AMI data. A daily full periodic synchronization activity will occur. City of Santa Ana—SmartWorks Statement of Work 2 5 H -66 Page 59 'SMARTWORKS The minimum information to be provided from the CIS will include the following: F I smartworks METERS: List of meters with identifiers, meter types, etc. I X METER COORDINATES: Meter latitude and longitude information X LOCATION: List of location(account) numbers, service addresses X METER LOCATION: A date -driven cross reference between meter and X location number (i.e. when a meter is installed and removed from a location) METER CONNECTION STATUS: State of the meter (ON/OFF) X METER ALIAS: Descriptive information related to the meter, combining X meter/location attributes BILLING SCHEDULE: Cycle/Route schedule indicating billing period and X readine period *It is expected that when a radio is installed or removed from a meter, a cross reference between meter ID and associated radio ID will be maintained in the CIS and provided during DataSync. This integration will be established using a database view that will be created by the CIS based on customer input and queried by SmartWorks Software. Depending on Customer requirements, the synchronization will occur between 1 to 3 times per day and will be scheduled to occur after the Customer database has been updated. Note: It is therefore assumed that a direct integration will be made between the AMI head end system and the CIS for the purpose of meter provisioning. It is expected that Customer and AMI provider will work collaboratively to develop this integration. 3.2.2. Billing Interface (MultiSpeak®) Customer will initially bill using register reads, not time -based determinants for most meters. S&S enQuesta and SmartWorks Software will use a MultiSpeak® web service (synchronous SOAP call) call to request and receive the latest available read. S&S enQuesta v.6.0 will apply the correct rate to each register. It is assumed that all reads required for the purpose of billing will be provided by the AMI system. Should SmartWorks Compass be required to perform calculation (e.g. Power Factor, Peak Demand, TOU, Net Billing), the services can be brought into scope using the Change Management process described in section 4.3. 3.2.3. Remote Meter Action Initiation from CIS Provide the ability for a user to use the CIS to initiate a remote meter action (On Demand read, Remote Connect/Disconnect) City of Santa Ana—SmartWorks Statement of Work 2 5 H -6 / Page 60 %`' SMARTWORKS MultiSpeak® methods will be used to accomplish this integration. The SmartWorks Software will act as the server end of MultiSpeak® an asynchronous command for a remote meter action from the CIS. The SmartWorks Software will broker the transaction by integrating with the AMI head end system. Incoming On Demand Reads to MeterSense follow the data flow depicted below: Intl ate MelerRead l pByMeter lD Meter ID + Trarcacdonl0 + Respanu❑FL MeterSense CMDis,nk RQddpHatart (MuNl�eak or RropNetaryivt) InlllateMeterhadit sHyMeterlDRespuine= AMI System Readir�CAanBedNotlg[atlm • MNes lD+payload • Trawx Ion ID veered to Response D RL MeterSense oo Dan]nd Read R@ip nse (MUNlspeat nr nnpatetaryaw) ReaWngiCh"edNelfi al Response InitiatoUnnodDisconnea Meter ID • Transaction I • Response URL Clie MeterSense Rernot. Conn.", Eh%onnect (MultiSpeak or Proprietary API) nitiMeCOnneRDiSCOnnettflQsponse AMI System CD5tatesChangedNotd¢anen • Meter ID a new stale • Transaction ID • Postedto Response URL MeterSense Remote Connect esponze opne an AP (MultiSpeak or Proprietary API) D$talesChange Notdicati0nResponse 3.2.4. Work Order Creation from MDM The SmartWorks Software will have a MultiSpeak® interface with the CIS that allows the Process Automation rules to create, modify, and close work orders. As part of the scope of this integration, SmartWorks will deliver up to three (3) business rules that will each enable the automation of one (1) Work order type and one (1) resulting action. • For each account identified in existing Compass report, query CIS to determine if a corresponding Work order already exists for the Work order type provided by Customer. • If the expected Work order does not already exist, create a new Work order in enQuesta CIS. City of Santa Ana—SmartWorks Statement of Work 2 5 H -68 Page 61 !`' SMARTWORKS 3.2.5. Customer Portal The Harris Software will integrate with S&S to provide hourly interval read data to for the purpose of displaying interval reads to CSRs and to the Customer's portal. This integration will be done using supported MS4.1 MultiSpeak Method. 3.3. Geographic Information System (GIS) Integration - ESRI 3.3.1. Base Map The SmartWorks Software will be configured so that meter data will be overlaid on top of one or more ESRI "Base Maps" via URL live link. With this capability, the Customer will be able to view meter data together with their other data layers within SmartWorks Software. Customer will create URL and provide a custom base map to SmartWorks for configuration of MeterSense. This scope of integration assumes Customer is hosting ESRI on a web server and can provide a URL. 3.4. The Weather Network The SmartWorks Software will integrate weather data services with daily feed of observed weather data received from the Weather Network weather station determined to be closest to Customer's location. The following weather data, if provided by the weather station, will be imported into SmartWorks Softwa re: • Temperature (Hourly) • Humidity (Hourly) • Wind Speed (Hourly) • Wind Direction (Hourly) • Weather Conditions (Hourly) • Precipitation (Daily) This data is automatically downloaded from SmartWorks' data provider for a weather station or stations in the Customer's service area and is automatically inserted into the SmartWorks Software database. City of Santa Ana—SmartWorks Statement of Work 2 5 H -69 Page 62 SMARTWORKS 4. Project Management Approach 4.1. Communication/Status and Relationship Management Approach Communication Management is the cornerstone of any project and a well -structured Communication Plan is a must from the beginning. Regular and ongoing communications include those opportunities to communicate with project team members, sponsors, steering committee members, and other key stakeholders on a regular basis. These types of communication include regular status reports, scheduled project team meetings, monthly updates with the steering committee or with executive project sponsors on a project. During the Project Kick Off Meeting, a Communication Plan will be presented and reviewed with Customer staff based on the following Communication Strategy: Goals of Communication Strategy • Keep people informed on project status • Focus on communication to effectively prepare Customer for their software rollout • Focus on communication to build support for project • Monitor effectiveness of communication Guiding Principles • Clear messages using simple language • Openness, honesty, credibility, and trust in all communications • Two-way communication, with feedback valued and asked for • Project Team and Management ownership of the communication program • Ongoing commitment to the communications process Effective Communication Guidelines • There are multiple audiences for project communications • Communication needs to be: • Tailored to specific groups • Regular and informative • Real-time and relevant • Communication content needs to be of interest to the target audience Following is the proposed communication plan for the project: Who / Target PurposeWhat .. Frequency Project Kick Off All stakeholders Communicate plans and At or near Remote Meeting stakeholder roles/responsibilities. Project Start Date Status Reports All stakeholders and Update stakeholders on progress of Weekly Distribute electronically Project Office the project. using agreed Status Report template Team Meetings Entire Project Team To review detailed plans (tasks, Weekly Meeting assignments, and action items) and Review Project Plan, Status risks. Reports, and Risk Log City of Santa Ana—SmartWorks Statement of Work 25H-70 Page 63 SMARTWORKS Who / Target PurposeWhat .. Frequency Project Sponsor(s) and Update Sponsor(s) on status and Weekly Meeting Management Project Manager discuss critical issues. Seek Status Meetings (SmartWorks, approval for changes to Project Customer, AMI Plan. Vendor, CIS Vendor) Executive Executive Update Sponsor(s) on status and Monthly Meeting Sponsor Sponsor(s) and discuss critical issues. Seek Meetings Project Manager(s) approval for changes to Project Plan. 4.2. Work Management Approach Work will be managed through the use of the Project Schedule. The SmartWorks Project Manager will have the responsibility to create and maintain the Project Schedule for the modules and integrations listed in this Statement of Work. It is expected that Customer Project Manager will work in conjunction with the SmartWorks Project Manager to ensure that key Customer activities that impact the project are also contained in the Project Plan. During and after the User Acceptance Testing in the Testing phase, the SmartWorks TeamSupport solution will be used to track project issues such as bugs or other lower level action items. The Entire Project Team (SmartWorks / Customer) will have access to TeamSupport. 4.3. Change Management Approach This document serves as the complete understanding, between Customer and SmartWorks, as to what the current Statement of Work entails. Customer and/or SmartWorks may propose changes to the scope of work defined in this document ("Change"). The Change Order Form (Appendix A) must be used for all Change Requests. SmartWorks shall have no obligation to commence work in connection with any change until the fee and schedule impact of the change is agreed upon in a written Change Order Form signed by the designated representatives from both Parties. Upon a request for a change, SmartWorks shall submit the standard Change Order Form describing the change, including the impact on the schedule, budget, scope and expenses. The Change Management Process that will be employed is defined below: • Identify and document proposed change • Assess impact of proposed change • Estimate required effort / cost of proposed change • Submit Change Order for Approval / Disapproval • Communicate Change Order Decision • If Change Order is Approved: o Assign responsibility o SmartWorks to update Project Plan as needed o If there are project delays due to Change Request, SmartWorks may create subsequent Change Requests to address those delays o Monitor and report progress City of Santa Ana —SmartWorks Statement of Work 2 5 H -71 Page 64 !`' SMARTWORKS Within fifteen (15) consecutive business days of receipt of the Change Order Form, Customer shall either: • Accept the proposed change by signing the Change Order Form, or • Reject the proposed change and inform SmartWorks Project Manager via email. If SmartWorks is advised not to perform the change, or in the absence of Customer acceptance or rejection within fifteen (15) days, then SmartWorks: • Will not perform the proposed change and will proceed only with the original services • May create a new Change Request to accommodate the expenses incurred during the discussion of the proposed change. This may happen only in cases where: Customer takes longer than fifteen (15) days to reach the decision, or does not reach a decision, and Overall project timeline, budget or scope are affected. 4.4. Risk Management Approach Risk Management planning is an important part of project management and a core component of the SmartWorks Project Implementation Methodology. Risk Management planning is about defining the process of how to engage and oversee risk management activities for a project. Having a viable plan on how to manage risk allows one to mitigate risk versus attempting to decide in the midst how to handle a risk. The earlier Risk Management planning is engaged within the project increases the probability of success of risk mitigation activities. Risk Management planning will be initiated at the start of the project by having the initial discussion with Customer prior to, or during the Project Kick Off Meeting. Risks can be raised by any project stakeholder, including Entire Project Team members, Customer, third - party integrators, or vendors during the project. Risks will be entered on the Risk Log and categorized by type and priority. The SmartWorks Project Manager will investigate the risk and, if necessary, will update the Risk Log with background information to place the risk in perspective. At a minimum, the following information will be captured and tracked for all risks: • RISK ID —each risk should have a unique ID • TITLE — short description of the risk (usually a few words or a sentence, helpful when reporting risks) • DESCRIPTION —complete description of the risk, the more details the better • IMPACT— impact to the project and/or business in terms of money, time, and/or quality • PROBABILITY— indicate the probability of the risk • SEVERITY— risk severity (typically values could be "critical", "high", "medium", "low') • TYPE — type of risk (e.g. technical, process, organizational, etc.) • RISK MITIGATION PLAN —detailed description of actions (including dates and owners) required mitigating the risk City of Santa Ana—SmartWorks Statement of Work 2 5 H -72 Page 65 'SMARTWORKS • STATUS —current status of the risk (typical values are "open" or "closed") The following Risk Matrix will be used to establish the severity of risk: m m cc a 6 4 6 JM 2 3 Medium High (2) (3) IMPACT Throughout the duration of the project, as risks are identified they will be added to the Risk Log and will be reviewed at weekly Status Meetings with the team to determine the possibility of occurrence and the best plan for mitigation. If identified risk(s) and/or mitigation strategies are deemed to have an effect on project timeline, budget, or scope, a Change Request may be created, as per section 4.3, to address those concerns. Based on SmartWorks' experience, the following have been identified as dependencies that could have negative effect on project timeline, cost and/or scope and could become potential risks: • VPN ports not opened for SmartWorks personnel and for communication between integration points • AMI not ready on time, or not sending the data • Data source not ready for DataSync • Resources not available to provide required information Early engagement and commitments on timelines by all parties can significantly reduce risks linked to the above dependencies. 4.5. Acceptance Management Approach In collaboration with Customer, SmartWorks will develop and maintain a central listing of all Deliverables and Work Products to be completed throughout the project "Deliverable Acceptance Criteria Document'. The Deliverable Acceptance Criteria Document will also set forth the acceptance criteria for each deliverable ("Deliverable Acceptance Criteria"). A baseline version of the Deliverable Acceptance Criteria document will be created through a combined effort between SmartWorks and Customer during the Initiation and Build phase. The Deliverable Acceptance Criteria Document will be reviewed with Customer regularly and updated to record the approval of the Deliverables as they are accepted. The approvals of the Deliverables in the Acceptance Criteria document will constitute final system acceptance. A core component of the Deliverable Acceptance Criteria Document will be the execution of the test plan and test cases. The Testing Plan, also created in the Initiation and Build phase, and the Test Case Scenarios, City of Santa Ana—SmartWorks Statement of Work 2 5 H -73 Page 66 I`' SMARTWORKS created during the Initiation and Build phase, are customized specific to the implementation for Customer. The Test Plan and Test Case Scenarios are used for testing and will be provided to Customer for their own review and testing of the system. SmartWorks Implementation Team and Customer staff will work as a team to ensure that exhaustive testing is carried out. During the Testing phase, when the system testing is beingexecuted, the Project Team will be meeting to review the testing status and ensure thatscheduled testing is being carried out. Once system testing has been completed, and Customer staff has been trained on the system, Customer staff will have the necessary tools to review the system for acceptance. Customer will have access to its own instance of the SmartWorks Software, loaded with their data, to train and test on. SmartWorks Consultants assigned to Customer will provide training of the system to the staff, along with training documents, consisting of User Guides and PowerPoint. Training will be conducted onsite and using WebEx sessions, phone calls and documentation when needed. City of Santa Ana—SmartWorks Statement of Work 2 5 H -74 Page 67 !`' SMARTWORKS 5. Delivery Approach 5.1. Implementation Approach — Phases, Deliverables, Key Milestones Successful implementation is based on SmartWorks' understanding of Customer requirements and experience gained through the implementations of SmartWorks Software at various Customers across North America.'s project will leverage SmartWorks' Implementation Methodology which has been honed and perfected over the company's long history to successfully guide project implementation from Initiation to Deployment. 5.2. Implementation Methodology The SmartWorks Methodology is based on the following guiding principles: • Promote and foster customer ownership of solution; • Establish and maintain consistent and regular touchpoints with Customer; • Ensure that project performance is visible, measurable, tracked and risks identified and mitigated — No Surprises!; and • Seek to minimize customer cost and time while still achieving project objectives. The Implementation Methodology consists of two main areas: Project Management and SmartWorks Software Implementation Management where each has associated (where applicable): • Processes / Checklists / Matrices that define how to operate; • Deliverables that are formal outputs that require Customer sign -off; • Work Products that are outputs produced as part of the work required to achieve the desired project goals; and • Tools / Assets that are leveraged to produce defined outputs. The Project Management area defines how projects are managed. It includes: • Communication/Status Management aimed at establishing internal and external communications as well as monitoring and communicating project status and effort spent; • Relationship Management aimed at measuring the pulse of Customers and partners; • Work Management aimed at capturing and monitoring effort, cost and work to be performed; • Change Management aimed at defining and controlling project scope; • Risk Management aimed at planning, mitigating, tracking and monitoring risks; • Acceptance Management aimed at ensuring that expected deliverables are delivered and accepted; and • Financial/Contract Management aimed at monitoring project financial health. The Implementation Management area defines the Implementation Phases and associated Work Products and Deliverables that are part of this project. The Implementation Phases are defined in the following table: City of Santa Ana—SmartWorks Statement of Work 2 5 H -7 5 Page 68 !`' SMARTWORKS Implementation Phases Objectives Key Work Products and Activities Deliverables Phase I (Alpha) To Kick Off project and Kick Off Meeting SmartWorks Software Initiation and Build establish successful Implementation installation Key Milestones working relationship Questionnaire Software Overview • Kick Off Meeting Held To obtain detailed Acceptance Criteria Training Session • Project Plan agreement on Project Document Plan Reviewed/Updated Initial Configuration To install and perform complete base configuration work Physical Architecture Recommendation Phase 11 (Beta) To demonstrate base DiscoverySession(s) Functional and Analysis configuration Summary Integration Requirements Key Milestones functionality Document • Integration Documents Conduct Discovery signed Sessions • Functional and To obtain on agreement on what is remaining to Integration be delivered Requirement Document signed Phase III (Beta) To configure according to Test Scenarios/Cases SmartWorks Software Development requirements and build User Acceptance Test Scripts configuration Key Milestones the Solution components Bose Solution Installed and SmartWorks Software • Solution Feature/ To write associated test Configured integration Code/Configuration cases that Customer would execute for Complete acceptance of the Solution Phase IV (Beta) To move the Solution too Functional Testing Results Functional and Process Testing known state of quality Integration Testing Results Training Key Milestones and ready for deployment UserA User Acceptance Testing • User Acceptance Results Support Testis COm lete g p To train customer on their Solution Accepted Solution per UAT . Go -Live Plan Document Phase V (Beta) To move the Solution into Solution Live Installation Acceptance Deployment a production Key Milestones environment state and transition support to the • Solution Live operations team To minimize project costs, the majority of project work will be performed at one of the SmartWorks' locations except for key project activities such as Discovery Sessions where face-to-face is deemed more effective for a successful project. Throughout the project, SmartWorks' Project Team will be engaged with Customer using WebEx sessions to review configuration work and provide remote support. City of Santa Ana—SmartWorks Statement of Work /V 25H—Page69 !`' SMARTWORKS 5.3. Implementation Timeline The estimated duration to implement the SmartWorks Software within scope is approximately 6 months. The actual duration and scheduling of project activities will be evaluated during the Initiation and Build phase and a detailed baseline Project Plan will be jointly created at that time. A baseline plan will be delivered within fourteen (14) calendar days of the project Kick Off Meeting allowing Customer an opportunity to review the Project Plan over the next ten (10) business days. If Customer does not agree to the proposed Project Plan, Customer and SmartWorks will work collaboratively to develop a mutually agreeable plan within a reasonable timeline. The Project Plan will include a project completion date (the date where project is completed based on the criteria in section 5.7 Project Completion Criteria). The Project Plan will be reviewed periodically during the project and may be revised. Changes to the project completion date may require a Change Order if it is mutually determined that the delay in completion is the fault of the Customer or Customer's third -party vendors. 5.4. Validation/Testing Approach Systems Testing is an activity that is addressed through all Phases of the SmartWorks Software Implementation Methodology but is the focus of the Testing Phase. To ensure that a quality Solution is delivered to Customer, the Testing Phase focuses on validating that the configured and developed Customer Solution performs per agreed upon requirements for each module. This includes three (3) main testing activities: • Functional Testing to test the core Solution components (Configuration, Interfaces, Reports, and Modifications) against agreed upon requirements as defined in the Functional and Integration Requirements Document based on the test cases and scenarios developed during the Development phase. • Integration Testing to test the end -to -end process based on business processes and scenarios developed during the Development phase. • User Acceptance Testing to provide Customer the opportunity to validate that Solution behaves per agreed upon requirements as defined in the Functional and Integration Requirements Document based on the test cases and selected scenarios collaboratively developed with Customer during the Development phase. User Acceptance Testing sign -off per agreed upon criteria is necessary to move to Deployment phase. The progress for performing the three (3) testing activities will be logged into TeamSupport. At a minimum, the TeamSupport will include the following information: • The test name • The objective for performing the test • A Description of the steps required to perform the test `Test Script" • The expected result that will demonstrate the test is successful `Test Acceptance Criteria" City of Santa Ana—SmartWorks Statement of Work 25H-/ / Page70 !`' SMARTWORKS • The actual result observed after performing the test `Test Result" Prior to commencing Functional Testing and Integration Testing activities, the Test Scripts and Test Acceptance Criteria will be documented in TeamSupport by SmartWorks using Test Scripts that have been defined by SmartWorks. While performing testing activities, the tester will update the TeamSupport with the Test Result and will make a determination as to whether the result meets the Test Acceptance Criteria. Functional Testing and Integration Testing will be performed by SmartWorks. User Acceptance Testing will be performed by Customer with support from SmartWorks. 5.4.1. User Acceptance Testing Procedure Once Functional Testing and Integration Testing have been completed, and Customer staff has received Functional Process Training, Customer staff will have the necessary tools to perform User Acceptance Testing. Prior to commencing User Acceptance Testing activity, the Test Scripts and Test Acceptance Criteria will be documented in TeamSupport by SmartWorks collaboratively with Customer. Customer will have its own instance of The SmartWorks Software, loaded with its data, to train and test on. The Application SmartWorks assigned to Customer will provide the documents and training of the system to the staff. Training will be conducted onsite and using WebEx sessions, phone calls and documentation as needed. Customer will have a defined period of time to perform User Acceptance Testing on the Solution (including testing in a live production environment) (the "Acceptance Testing Period"). The length of the Acceptance Testing Period will be defined in the Detailed Project Plan. This User Acceptance Testing Period will begin upon formal written notification from SmartWorks to Customer that the SmartWorks Software has been configured and is ready for testing. During such Acceptance Testing Period, both Parties shall work diligently and dedicate the appropriate resources to conclude the evaluation in a timely and efficient fashion. If the Solution substantially meets the Functional and Integration Requirements Document, and substantially satisfies the testing criteria set forth in TeamSupport (together the "Solution Acceptance Criteria"), Customer will provide SmartWorks with written acceptance notice thereof, and the date of such notice to be the "Actual Solution Acceptance Date". In the event Customer determines that the results of a test do not meet the Solution Acceptance Criteria, following the initial User Acceptance Testing cycle, Customer will provide SmartWorks with written notice thereof, specifying in reasonable detail how the Solution failed to meet the Solution Acceptance Criteria. If Customer delivers to SmartWorks such notice of retesting, SmartWorks shall make all necessary corrections, repairs, fixes, modifications, or additions to or replacements of all or any part of the rejected SmartWorks Software as well as integrations for which SmartWorks is responsible so that it conforms to and performs in accordance with the Solution Acceptance Criteria. SmartWorks will have a defined period City of Santa Ana—SmartWorks Statement of Work 25H-/ v Page71 I`' SMARTWORKS of time "Correction Period" to correct any deficiency, after which the User Acceptance Testing will be resumed. The Correction Period will be defined in the Detailed Project Plan. Should the Customer require additional testing outside of SmartWorks' standard testing routines, such as for Disaster Recovery, these can be brought into scope via Change Order. In the event retesting is required by Customer, the User Acceptance Testing process will then be repeated. Customer shall not unreasonably reject or fail to accept the Solution based on any Severity 3 issues, as defined in the table below. Severity Level Description 1 • System Down (Software Application, Hardware, Operating System, Database) • Program errors where there is no reasonable alternative available to Customer to continue its business, operations or services utilizing Software • Incorrect calculation errors impacting 10% of records • Error messages preventing data integration and update • Performance issues of severe nature impacting critical processes • Security Issues 2 • Program errors where there is a reasonable alternative available to Customer to continue its business, operations or services utilizing the Software • Calculation errors impacting less than one-third of records • Reports calculation issues • Performance issues not impacting critical processes • Usability issues • Workstation connectivity issues (Workstation specific) 3 • Training questions, how to, or implementing new processes • Aesthetic issues • Issues where there is a reasonable alternative available to Customer to continue its business, operations or services utilizing the Software for a large majority of the cases • Recommendations for enhancements or system changes • Questions on documentation During the Acceptance Testing Period, Customer may in collaboration with SmartWorks, acting reasonably, extend the Acceptance Testing Period, the Correction Period, and the Expected Solution Acceptance Date (such that the extended Acceptance Testing Period shall expire on the revised Expected City of Santa Ana—SmartWorks Statement of Work / 9 25H—Page 72 I`' SMARTWORKS Solution Acceptance Date). During the Acceptance Testing Period, Customer should provide written notification to SmartWorks of any deficiency of a test result. Any issues identified after the end of the Testing Period will be address by SmartWorks according to the Support and Maintenance agreement. City of Santa Ana—SmartWorks Statement of Work 2 5 H —Q 0 Page 73 !`' SMARTWORKS 5.5. Software Progression and Configuration Management During the course of the project, updates are performed as described in the table below. Phase(s) Environment Updates Details Initiation and Build Pre -production Configuration Performed on an ongoing basis by SmartWorks Implementation Analysis Team. No Customer approval required. Development Software updates Performed on an ongoing basis by SmartWorks Implementation Team. No Customer approval required. Software upgrades Not performed without prior agreement between SmartWorks and Customer. Testing Pre -production Configuration Performed to address issues raised as a result of LAT. Software updates Performed to address issues raised as a result of LAT. Release notes will be available upon request. Software upgrades Not performed. Deployment Pre -production Configuration Performed for items related to Go -Live deployment activities. Software updates Not performed, unless issues found during Go -Live deployment activities. Requires agreement between SmartWorks and Customer. Software upgrades Not performed. Deployment Test* Configuration Can be performed by Customer to test additional configurations for Post Go -Live. Software updates Not performed, unless exception scenario is encountered. Requires agreement between SmartWorks and Customer. Software upgrades Not performed. Post Go -Live Pre -production Configuration See Software License Agreement & Test Software updates See Software License Agreement Software upgrades See Software License Agreement *Once the Test instance is setup during the Deployment phase, the migration of items (configuration, updates or upgrades) from Test to Production will be evaluated for each scenario and a plan will be agreed upon between Customer and SmartWorks. City of Santa Ana—SmartWorks Statement of Work 2 5 H -8 1 Page 74 !`' SMARTWORKS 5.6. Customer Resource Involvement SmartWorks strongly believes that a successful implementation project requires that both Customer and SmartWorks resources work openly and collaboratively towards a common objective. As such, Customer's involvement will be required through all phases of the implementation project. SmartWorks also believes that the involvement of key Customer resources will help with the organizational change management activities that are essential to obtain acceptance of the new solution. The factors that will determine the size of Customer's team includes the following: • The level and expertise of each of the Customer Project Core Team members; • The ability of Customer Project Manager to make decisions regarding the project; • Whether current job responsibilities will interfere with Core Team responsibilities; • The amount of business reengineering that Customer determines is necessary; and • The number of personnel that Customer will use to run their Solution, which in turn affects the amount of training needed. Based on SmartWorks' experience with other clients, the following list outlines the anticipated involvement of Customer throughout the implementation project, by phase. Phase I: Initiation and Build 1. Work with the SmartWorks to develop the Project Schedule. 2. Identify users of the Solution. 3. Complete the Implementation Questionnaire provided by SmartWorks. This questionnaire provides SmartWorks with the technical and environmental details required to configure the SmartWorks Software. 4. Ensure that any third -parties required for the success of this project such as the AMI vendors have been informed and that they are ready to participate and contribute on an as -required basis. 5. Install VPN connection(s). 6. Assist with ensuring that SmartWorks Software is accessible from within Customer environment. Phase II: Analysis 1. Ensure the staff members that have been identified to participate in Discovery Session(s) are available on dates agreed to and scheduled. Phase III: Development 1. Provide and ensure all required technical staff are available on dates agreed to and scheduled. 2. Create User Acceptance Testing Plan, including Test scenarios. City of Santa Ana—SmartWorks Statement of Work 25H-82 Page 75 !`' SMARTWORKS Phase IV: Testing 1. Determine the appropriate staff to be trained. 2. Ensure the staff members that have been identified to participate in the training sessions are available on dates agreed to and scheduled. 3. Assist with Functional / Integrated Testing. 4. Conduct User Acceptance Testing. 5. Log issues in the SmartWorks TeamSupport system (a web -based issue tracking system). The issues logged in TeamSupport will be addressed by SmartWorks Consultants per triage and priority. 6. Assist SmartWorks in developing a Go -Live Plan Document. Phase V: Deployment 1. Assist in activities as defined within the Go -Live Plan Document. 5.7. Project Completion Criteria The Implementation Project is deemed complete once the following criteria have been met: • An agreed upon sample of AMI meters representing different meter types and location classes have been installed and tested during User Acceptance Testing, within the project timeline indicated in section 5.3. • Solution Acceptance has been given by Customer. • SmartWorks Software Functionality within scope of this SOW has been deployed for a minimum of thirty (30) calendar days "Post Implementation Grace Period". • Severity Level 1 issues identified during the Post Implementation Grace Period have been addressed. The Severity Matrix Table presented in section 5.4.1, defines the Severity Level 1 issues. Customer will be transitioned to support upon completion of the project. Severity Level 2 and 3 issues logged in TeamSupport within the first three (3) weeks of the Post Implementation Grace Period will be reviewed by the Implementation Team prior to the transition to support and if possible, will be addressed prior to the end of the Grace Period. After the transition to support all outstanding Severity Level 2 and 3 issues will be addressed following the Master Support and Maintenance Agreement. City of Santa Ana—SmartWorks Statement of Work 2 5 H —Q 3 Page 76 !`' SMARTWORKS 5.7.1. Completion Criteria Summary Milestone Phase D-mptions/Depenclencies Contract execution Alpha Completion Criteria . Agreements signed by all parties Software installation Alpha . Pre -production system provisioned • Introduction call between Smart Works and Customer Project Managers held prior to installation Kickoff Session held Alpha . Team Introduction • Data Mapping requirements • Confirm project planning and review of and implementation Statement of Work Questionnaire have been • Initial review of Data Mapping presented but will be requirements and implementation updated throughout the Questionnaire project Initial DataSync and AMI Alpha . Initial Data Mapping requirements • Customer provided timely integration completed completed input for the documentation • Initial Implementation Questionnaire presented during Kick Off completed • Acceptance only includes • DataSync completed for Alpha meters pre -defined Alpha meters • AMI data populated in MDM for Alpha • 3'd parties provided meters requested data as per agreed • Compass Overview training session has upon schedule been delivered Delivery of requirements Beta . Discovery Sessions have been held (as • Acceptance linked to initial document outlined in Section 2.6) delivery of documents • Initial requirements documents have been delivered to Customerfor review Completion of integrations Beta . Integration as defined in section 3 of the • Final requirements SOW have been delivered documents have been approved • Work Order integration has been fully defined by Customer within 1 month of Discovery session Completion of Training Beta . Software modules as defined in section 2.3 available • Training as defined in section 2.6 has been delivered City of Santa Ana—SmartWorks Statement of Work 2 5 H -84 Page 77 Completion of UAT Beta • Test results documented by Customer • Severity level 1 tickets have been addressed Transition to Support Beta • Transition to Support meeting has been held SMARTWORKS • Test scripts have been defined • Customer resources are available to perform testing within 10 business days • Tickets logged after completion of UAT will not delay acceptance City of Santa Ana—SmartWorks Statement of Work 25H-85 Page 78 !`' SMARTWORKS 6. Assumptions The Services, fees and delivery schedule for this project are based upon the following assumptions: 1. This SOW defines the scope of work for SmartWorks and does not include any work or expenses required from other vendors including GIS, AMI, CIS, etc. 2. This project currently has, and will continue to have, the support of senior Customer management and will be assigned sufficient priority with respect to other projects to ensure its success. 3. Customer will assign a Project Manager to act as an internal resource and guide throughout this project. 4. Customer will secure the appropriate staff in a timely fashion in order to discuss or review the various materials produced when required, provided SmartWorks gives reasonable notice of such request. 5. SmartWorks will provide a written agenda and notice of any prerequisites to prior to any onsite or remote sessions. 6. SmartWorks will provide adequate resources to support the efforts to complete the project as schedules and within the constraints of the project budget. 7. SmartWorks will provide the resumes for resources assigned to the project upon's request. 8. Customer agrees to facilitate any required logistics between additional vendors, Customer resources and SmartWorks for the fulfillment of this SOW. 9. Customer will secure, as required and in a timely fashion, the assistance and cooperation of third - party vendors (e.g. AMI, OMS) to ensure a successful implementation. A Change Order may be created if the third -party vendor is unavailable or non -cooperative and as such results in an impact to the schedule or effort. 10. Third -Party vendor solutions are able to provide data required by the SmartWorks Software as well as accept information provided by the SmartWorks Software. 11. All third -party software and hardware products are assumed to perform correctly in Customer environment, in accordance with the appropriate third -party vendor's specifications. 12. All documentation provided by Customer shall be up-to-date and accurate or if that is not the case, advise SmartWorks as such. 13. All network components supplied by Customer are working properly and are free of defects and will meet minimum industry standards provided during the project. 14. To minimize project costs, the majority of project work will be performed at one of the SmartWorks' locations except for project activities where onsite is deemed more effective. 15. Customer will provide the appropriate monitored remote access to its network, facilities, and systems as may be required to perform activities from one of SmartWorks' locations. SmartWorks shall abide by all rules and directions of Customer when accessing Customer's network, facilities or systems. A Change Order may be created if appropriate remote access to its network is not available, resulting in project delays. 16. Any items not explicitly identified within this document are considered out of scope. Any changes to those responsibilities and/or deliverables will be considered a change in scope for the project. Any City of Santa Ana—SmartWorks Statement of Work 2 5 H -$ V Page 79 !`' SMARTWORKS proposed change to the project scope must be put into written format and be submitted to SmartWorks during this project for review and consideration. City of Santa Ana—SmartWorks Statement of Work 25H-8/ Page80 7. Document acceptance and Sign -off Accepted on this day by: Aqua Metric Sales Co By: Name: Title: Date: !`' SMARTWORKS N.Harris Computer Corporation (Harris Utilities, SmartWorks) By: Name: Title: Date: City of Santa Ana—SmartWorks Statement of Work 25H-00 Page81 !`' SMARTWORKS APPENDIX A — Change Order Template Harris Utilities SmartWorks Change Order This document defines the work to be performed by the Harris Utilities, SmartWorks division of N. Harris Computer Corporation (herein referred to as "SmartWorks") for Santa Ana Municipal Utility Services (herein referred to as "Customer"), upon authorization to proceed from Customer. Date: <Date> Change Order#: <xx> Customer: <Customer> Customer Contact: <Name of Requester/Technical Contact> Description of Change: <Title of Change Order> Related Documents 1. This Change Order is subject to the terms and conditions of the Software License Agreement, Support and Maintenance Agreement, Software Implementation Services Agreement and Hosting Services Agreement between Santa Ana Municipal Utility Services and N. Harris Computer Corp. signed <date signed> 2. This Change Order describes a change from the scope or schedule defined in<Statement of Work (SOW) details> 3. (other related documents such as Technical Specification Documents) Scope of Change <Describe changes to be made> Assumptions and Constraints 1. <List any applicable assumptions/constraints> Schedule Impact <Identify schedule impact, if any> City of Santa Ana—SmartWorks Statement of Work 25H -89 Page 82 !`' SMARTWORKS Change Order Effort Change Order Fees Support and Maintenance Monthly Support & Maintenance fees may be adjusted based on the increased functionality or complexity resulting from this scope of work. Taxes Fees exclude any applicable taxes. Validi The price estimate is valid for a period of thirty (30) days from the quote submission. Customer may request this date to be extended. Scope Changes If there are material changes to the scope or SmartWorks' understanding of the scope, the price estimate is subject to change. • The discounted hourly rate for Change Orders during the scope of the implementation project, until the go -live milestone is achieved, will be USD $230.00 • The Support & Maintenance fees may be adjusted accordingly as well. It is expected that once the deliverables included in the Statement of Work have been delivered and the project is closed, all future services (including but not limited to training, customization, consulting) will be delivered using SmartWorks Standard hourly rate applicable at the time of the request for services. City of Santa Ana—SmartWorks Statement of Work 2 5 H -90 Page 83 !`' SMARTWORKS Change Order Payment Schedule Customer will be invoiced based on the following payment fees and schedule. All prices are in USD. Description Payment (Milestone A TBD) X% $0.00 (Milestone BTBD) X% $0.00 Total 100% $0.00 Additional Annual Support & Maintenance fees $0.00 Notes: • This fee is intended to cover support and maintenance activities anticipated for new functionality provided in this quote. • The fee will be applied upon installation in test environment (or production if a test environment is not available). • The first -year fee will be pro -rated to align with Customer's existing maintenance payment schedule. Annual fees are subject to change as defined in the Support and Maintenance Agreement. Invoices are payable on a net 30-day basis. City of Santa Ana—SmartWorks Statement of Work 2 5 H -91 Page 84 !`' SMARTWORKS Change Order Acceptance and Sign -off A signature below will serve as authorization to proceed with the work defined in this document. Please sign and return this document to [Project Manager]: • Fax: 613-482-4874 • Email:[projectmanager]@harriscomputer.com ❑ Approval to Proceed Please provide both an authorized signature for sign -off on this Change Order, and a technical contact where we should be directing Technical Issues. Print Name (Authorized signature) Signature Name (Technical Contact) N. Harris Computer Corporation e-mail SmartWorks manager authorized to sign this Change Order Print Name (Authorized signature) Signature Date Phone Number Date If you have any questions or need further information, please feel free to contact the Project Manager noted above. City of Santa Ana—SmartWorks Statement of Work 25H-92 Page 85 Appendix GI Systems & Software Systems & Software, Inc. Santa Ana Municipal Utility Services Advance Metering Infrastructure Interface to enQuesta Statement of Work Document Version 1.4 9/13/2020 Confidential Material Enclosed -This document includes information that Systems & Software, Inc (S&S) considers to be confidential, trade secrets, and proprietary information. Unless as required by law, it shall not be disclosed outside the City of Santa Ana, for purposes of this provision, except to include any consultants assisting in the evaluation of proposals. 2 5 H -93 Page 86 Revision History Date 8/20/2020 Version 1.0 Description Initial Draft Author Michael Lamontagne 8/21/2020 1.1 Small edit Michael Lamontagne 8/24/2020 1.2 Small edit Michael Lamontagne /25/2020 1.3 Edited 5.5.1 and added 5.5.2 Michael Lamontagne /13/2020 1.4 Added provisions from Ryan Carnathan Michael Lamontagne 25H-94 Page 87 Table of Contents 1. Executive Summary ................................................................................................................................. 4 2. New Terminology....................................................................................................................................6 3. Project Objectives....................................................................................................................................7 3.1. AMI Integration.................................................................................................................................7 3.2. Testing/Training................................................................................................................................ 8 3.3. Go-Live............................................................................................._......................_......................10 3.4. Post Go -Live Support ......................................................................................................................10 3.5. Project Management........................................................................................................................11 4. Assumptions...........................................................................................................................................15 4.1. AMI Stage 1....................................................................................................................................15 4.2. AMI Stage 2....................................................................................................................................16 5. enQuesta CIS Business Requirements...................................................................................................17 5.1. Auto -Void Reconnect......................................................................................................................17 5.2. Synchronization / Provisioning.......................................................................................................19 5.3. Smart Meter provisioning................................................................................................................20 5.4. Billing Requests..............................................................................................................................21 5.5. Interval Data in enQuesta and Web Connect...................................................................................22 5.6. On Demand Reading Request.........................................................................................................24 5.7. Service Order Integration................................................................................................................25 6. Remote Disconnect functionality...........................................................................................................28 6.1. AMI remote connect/disconnect...................................................................................................28 7. Outstanding Issues/Questions................................................................................................................29 7.1............................................................................................................................................................... 29 8. Business Process and Requirements for Meter exchanges....................................................................29 8.1. Work Orders Internal......................................................................................................................29 8.2. Work Orders External Vendor........................................................................................................29 9. Meter and Other Device Inventory ........................................................................................................32 9.1. Initial Setup.....................................................................................................................................32 10. Document deliverables........................................................................................................................34 2 5 H -9 5 Page 88 1. EXECUTIVE SUMMARY Santa Ana Municipal Utility Services (The City) will be engaging in a Advancement Meter Infrastructure (AMI) project with the AMI front end solution utilizing the product from Sensus and the Meter Data Management System (MDMS) utilizing MeterSense from Smartworks. The City has also contracted with Concord for mass meter replacement and Utiliworks for overall Project Management. The City is currently engaged in a contract with Systems and Software to upgrade their CIS platform to enQuesta Version 6. This project is planned to be completed by end of March 2021 + a 30 days post Go -Live for contract acceptance. It is the objective of this statement of work to work through proper tasks that will be required as part of the Upgrade to enQuesta version 6 to allow the Utility to deploy AMI smart meters once the upgraded CIS system is Live to execute a proof of concept. These tasks will be outlined in this statement of work and referred to as AMI Stage 1. This first stage as part of the upgrade will dealt with platform configuration for AMI meter register and Radio inventory. Work orders to exchange existing meters with new AMI meters to establish and complete a proof of concept for The City. This includes the delivery of the standard AMI Data base View package which allows the MDMS to be synced with the CIS system. Once the discovery session for the MDMS is complete additional fields may be added or removed to the View package and will happened in AMI Stage 2. It is S&S' recommendation to also institute the CIS' functionality for Auto Void reconnect in AMI stage 1 as part of the upgrade. These services will be outlined in this Ami Stage 2 will be integration between all parties and the deployment of real time web services to achieve interval data display, on demand reads, workorder creation from MDMS as defined in the 2 5 H -9 V Page 89 Smartworks statement of work and real time Remote Connect and Disconnect based on meter capability. AMI Overview All Water meters containing a radio transmitter (MXU), will provide interval data back to the MDMS system. The CIS system will contain the meter, register and radio identifications and will keep the MDMS synced of new meter installations and removals through provisioning. The CIS system through real-time web services will be able to display interval data, capture an on demand read or request for Mass readings for Billing and indicated Cycle(s). These real-time services will also include functionality manually or through nightly processes in job scheduler to complete workorders that have AMI meters reducing the number of physical truck rolls. Web Service methods will also send AMI metered disconnect (Trickle) or reconnect (full Flow) work orders. Integration to the CIS credit and collections process will be configured to create mass turn off workorders for nonpayment and will divert AMI meters to be executed through the AMI front end through the MDMS interface and auto void reconnect to re-establish service when a payment is made real-time or based on the Utility's business rules of only effecting water service during business hours. The credit and collections will divert the Non AMI meters to be worked through the mobile work order system enQuesta Link. The customer portal Capricorn when and if deployed will request from the CIS system the same services to access the interval data from the MDMS system to display to the Utility customers who have an AMI meter installed on their account and have interval data to review. This SOW and Pricing contains the integration and business process required for both AMI Stage 1 and AMI Stage 2 for this project. The project pricing will include project management for AMI stage 2 (The City is currently contracted for project management through the CIS upgrade / AMI Stage 1), 2 5 H -9 / Page 90 data integration mapping, design and analysis and implementation of services where defined, enQuesta product configuration and adjustment to current business process as required for the deployment of AMI, Integration and Business Process Testing, User acceptance assistance, training of the City's Core Team, and deployment of fimctionality to proper environments as needed to achieve deliverables and a seamless Go -Live for AMI stage 1 with the CIS Go -Live and AMI Stage 2 Go Live anticipated to be 120 days post CIS Upgrade Go -Live 2. NEW TERMINOLOGY AMI — Advanced Metering Infrastructure includes devices and systems that measure, collect and analyze usage, and communicate with metering devices. The AMI system includes a TUNet ( Tantalus Utility Network) interface where data is validated and passed through to other connected systems. The AMI system allows for two way communications with metering endpoints. MDMS — Meter Data Management System is a term used to refer to a metering data storage and analytic system primarily used to store History of Interval data from the AMI head end system, which collects usage and metering data from meter endpoints; the MDMS also includes the account number and communication devices identification hardware. Provisioning - Provisioning is the process by which enQuesta notifies MDMS and Front ends AMI system of impending changes or discrepancies in metering data so as to maintain synchrony and prevent MDMS from initiating unintended actions. For example, a Meter Exchange work order initiated in enQuesta provisions MDMS to prevent MDMS from "overreacting" to the signal interruption that will occur 25H -98 Page 91 during the service action. 3. PROJECT OBJECTIVES 3.1. AMI Integration 3.1.1. To accurately achieve full system integration of the AMI system outlined above, the City is requiring that the full suite of integration points to enQuesta CIS billing system be established and deployed. This solution will provide real time functionality to utilize and present interval meter data for the deployed smart meters utilizing enQuesta and their customers using the Capricorn Portal. Integration between the MDMS and the CIS system is required to obtain this interval data for acquire readings for utility billing automatically from the MDMS and to complete work orders using readings from the MDMS one by one or in mass through the work order control sheet template in enQuesta, and provide customers with usage information. 3.1.2. The areas of integration are defined as Basic Provisioning and real time Multi -Speak methods between the MDMS and CIS. Through this process, the City will be able to: 3.1.2.1. Execute On Demand Reading from newly installed smart meters. 3.1.2.2. Request and display Interval data to service representatives and customers. 3.1.2.3. Perform cycle reading request from the MDMS to be billed. 3.1.2.4. Provide functionality to close service orders for Move out Move in scenarios where 2 5 H -99 Page 92 only a reading is required to complete. Resulting in no field visit required. 3.1.2.5. Allow the MDMS the ability to generate a work order in the CIS for 3 defined actions. These actions will be determined at the MDMS discovery session with The City and the associated process in the CIS will be established. Additional actions will require a change order. An example of actions could be the MDMS identifies unauthorized tampering or outage. The MDMS will generate a work order type in the CIS to be executed. 3.1.2.6. The MultiSpeak® version will be 4.1 for this integration. 3.1.2.7. CIS to MDMS Oracle views provisioning (AMI Stage 1).All other MultiSpeak integrations between MDMS and CIS will be part of AMI Stage 2. 3.1.2.8. Automated meter exchanges to be completed in CIS by integrating with an external vendor Work Order Management System in AMI Stage 2. 3.2. Testing/Training 3.2.1. Testing 3.2.1.1. Test Plans and test cases are the responsibility of the Customer PM. S&S will provide sample test cases and recommended plans based on new functional AMI process, but the Customer PM ultimately understands the Customer business processes. The AMI Stage 1 testing will align itself with the testing objectives of the Upgrade 25H- 100 Page 93 project plan and will adhere to that contract for Go -Live readiness. 3.2.1.2. The AMI stage 2 testing will occur post Upgrade Go -Live until AMI Stage 2 is deployed to production. At this time Final test acceptance will occur the day before Go - Live. After S&S brings up the enQuesta system and completes initial smoke testing, the Customer will be responsible for final testing before providing the final approval to launch. 3.2.1.3. Defect Tracking and Incidents can be categorized into bugs, enhancements, training items, configuration issues, conversion issues, and limitations (out of scope). Each type has its own specific workflow and business rules. This will allow Incidents to be documented and traced back to the test case and underlying functional requirement allowing for easy reporting on the "in -process" quality of enQuesta during each testing phase 3.2.1.4. A Project Close document will be created jointly by S&S and The City that will detail the issues that need to be resolved for Project closure. This document, also referred to as a Punch List, will contain the agreed upon priority 0 and 1 defects that need to be resolved before a) go -live and b) project close (end of post go -live). Remaining in scope deliverables that need to be implemented or issues that need to be resolved will also be added to this document. 3.2.1.5. Issues and defects reported after go -live will be addressed and resolved according to their priority under maintenance and support guidelines and cannot be added to the Project Close document. 25H-101 Page94 3.2.2. Training 3.2.2.1. S&S is responsible for providing the Core Team training to all participants identified as the Core Team of the AMI project. The purpose of enQuesta Core Team Training is to train the core project team on the new AMI features, functionality and any changes that will occur to their existing business processes as of result of this AMI solution deployment. The Core Team will be comprised of subject matter experts who manage the major functions of enQuesta, such as Billing, Credit & Collections, Security & Administration, Metering, and Customer Service. Core Team training does not include introductory or basic training to users unfamiliar with the processes of enQuesta. 3.2.2.2. The City is responsible for providing end user training to all participants the City deems required to be trained for AMI functionality. This training should be completed prior to Go -Live. 3.3. Go -Live 3.3.1.1. Once the system is accepted through completion of the onsite system acceptance testing. S&S and the City will Go -Live. 3.4. Post Go -Live Support 3.4.1.1. The purpose of this activity is for S&S to assist the Client in the identification and resolution of all functional and technical issues, concerns, and errors, jointly referred to as "issues" or "defects", related to the operations of the Solution. 25H- 102 Page 95 3.4.1.2. S&S shall provide 30 days of AMI post -implementation remote support.. Issues will be reported through the current issue reporting process protocol currently in place between The City and S&S. 3.4.1.3. During this period, S&S will provide a weekly assessment report that indicates issues including, open/closed defects, open issues, training issues, and remaining/open risks as they pertain to the AMI implementation. 3.4.1.4. Issues will be reported by The City using the current support process in place establishing Tickets in the system and will be coded as AMI Issues so the implementation team can resolve during the post go Live support period. 3.4.1.5. Complete Project closure and acceptance results in transition to standard support will be when all Showstopper and High Issues are resolved. Please refer to the 2020 Systems & Software Support Guidelines which defines issue levels. 3.5. Project Management 3.5.1. Project Management under the AMI Stage 1 will fall under the enQuesta Upgrade Project Manager. 3.5.1.1. The S&S PM will create and update a project schedule on a monthly basis and submit it to the Customer PM(s) for review and approval. Regular Project Team meetings will be held weekly via conference call. 25H-103 Page 96 3.5.1.2. The S&S PM is responsible for ensuring the day-to-day activities for S&S are being carried out in a manner consistent with defined project objectives, industry standards and contractual obligations. 3.5.1.3. The Customer PM's are responsible for ensuring the Utility's day-to-day activities are being carried out in a manner consistent with defined project objectives, industry standards and contractual obligations. 3.5.2. Time Management 3.5.2.1. Time Management is the process of estimating, scheduling and tracking project activities. The overall project schedule will be managed by the S&S Project Manager to ensure that the project is delivered in a timely manner. All the critical path items will be managed closely by the S&S PM and Customer PMs in their respective areas of responsibility. 3.5.3. Resource Management 3.5.3.1. Resource Management is the responsibility of both the S&S PM and the Customer PM's. Each PM is responsible for the oversight and management of the project team members from their respective organizations which may include employees, contracted consultants and vendors. 25H-104 Page97 3.5.3.2. The S&S PM will manage S&S resources including all of its subcontractors; the Customer PM's will manage Customer resources, independent contractor for Q&A, and third parry vendors. 3.5.3.3. At no time shall S&S become involved with the oversight or scheduling of Customer resources or the Customer's third party vendors. 3.5.3.4. It is the responsibility of each PM to ensure proper resources are available as scheduled in the project plan. This includes, but is not limited to, attendance in training sessions, team meetings, and conference calls, as well as participation in analysis, testing, and all other project activities. 3.5.3.5. Changes to the project timeline or the project plan that are due solely to the Customer and/or the Customer's third party vendors may result in a change of scope and be subject to Change Control Plan procedures. 3.5.3.6. Changes to the project timeline or the project schedule that are due solely to S&S and/or the S&S subcontractors may result in a change of scope and be subject to Change Control Plan procedures. 3.5.3.7. S&S' project management is fixed for this project at 42 hours per month for a total of 6 months. If additional time is required the change order process will be executed to 25H-105 Page98 extend. Project Management is required through the completion of the Systems and Software's Scope of work. 3.5.4. Change Control Management 3.5.4.1. Change Management is the process whereby out of scope requests or requirements are documented, analyzed, assessed for impact on the project and submitted for approval on mutually agreed upon Change Management Control. 3.5.4.2. The Customer Project Managers will initiate an S&S Change Request Form (see Attachment B — Change request Form) which commences the Change Management process. The initial Change Request will be delivered to the S&S PM for consideration of the following: any possible resolution plans, resource requirements, impact to schedule, proposed timeline, and cost. 3.5.4.3. For all approved changes, the S&S PM will update the project schedule with the additional scope of work including project tasks, durations, and assigned resources. These tasks will then be managed as part of the overall project. 3.5.4.4. S&S may suggest that some Change Requests be managed outside the scope of the original implementation. This project decision will require the mutual agreement of the parties. 25H-106 Page 99 3.5.4.5. For those Change Requests that have financial ramifications, Payment Milestones will be reviewed and suggested modifications proposed by the S&S PM. Such proposed Payment Milestone changes shall be subject to the approval of the Customer. 4. ASSUMPTIONS 4.1. AMI Stage 1 4.1.1. The AMI project team will us the Train environment for the upgrade for establishment and testing of AMI Stage 1 tasks. 4.1.2. The City will store in enQuesta inventory for Meter, Register and Radio and will work with S&S on configuration of data elements and File uploads from Meter vendor. 4.1.3. 3 Work orders will be established to install exchange and remove AMI devices. 4.1.4. New Smart Meter installation will be performed by the City no third party mass meter installation contractor will be used. New CIS work orders will be used to accomplish this in enQuesta V6 4.1.5. S&S standard Oracle View package will be used for provisioning between the MDMS and the CIS. 4.1.6. The AMI meters installed will be required to be manually read for Billing until AMI Stage 2 is deployed. 2 5 H- l 0/ Page 100 4.1.7. Non AMI meters will be read for Billing using current method. 4.1.8. CIS Auto -Void reconnect functionality will be established during this stage. 4.1.9. Remote Disconnect / Reconnect of out of scope for this phase. Analysis between vendors and business requirements document should be established and agreed upon before integration begins. 4.2. AMI Stage 2 4.2.1. The AMI project Team will turn on the AMI control code and activate the webservice methods in the enQuesta train environment once the 30 days post go -live of the enQuesta V6 upgrade. Providing ample time for the Upgrade team and AMI Stage 1 to be supported post go -live. 4.2.2. The MultiSpeak® Web services will be used to achieve real time integration version will be 4.1 for this integration. 4.2.3. The current meter reading solution will be modified to not include AMI meters. 4.2.4. Meter Reading will continue to be used for non AMI meters and readings will be posted into the CIS month file as currently performed. The monthly billing read for Non AMI meters will not be stored in the MDMS system. 4.2.5. Remote disconnect/reconnects on demand reads is to be implemented during this Stage. If changes are required/ desired the change control process will be utilized t0 track 25H-10$ Page101 this. 4.2.6. Vendor Meter installation/ retrofit process established and performed. See section 91H 4.2.7. Service Orders (design, build, test, deploy) The 3 actions from the MDMS solution will be aligned with the work order(s) defined in the MDMS SOW. 4.2.8. Billing request and response files between MDMS and enQuesta (build, test, deploy). 5. ENQUESTA CIS BUSINESS REQUIREMENTS 5.1.Auto-Void Reconnect 5.1.1. Analysis of current credit and collections business process and discussion with The City to determine business requirements to turn on functionality in AMI stage 1. This functionality auto voids an existing Turnoff workorder for non-payment if payment is received prior to the enQuesta Link status of being completed. If completed the action can be to create a Turn on work order as payment was received. This functionality can work as part of AMI Stage 1 and will continue with AMI Stage 2 including sending the Auto void before processed by the front end AMI solution or establishing a reconnect and automatically sent to the front end AMI to be processed if the meter is coded as an AMI meter with a Type = remote disconnect. 25H-109 Page 102 5.1.2. 5.1.3 New Balance breakdown code established for Auto void Balance Breakdown Maintenance Aaalioatlon ®4 ATCR ereakeld. code ©0. Breakdown Code Description PUFOVOID MISC cnc Penalty v0 DisconnM F v0 Discount w❑ Loan wQ Prior on Bill N-No v AUIO Void MOC OIt 7-7 Otnera x-xe . TwN use �0 Nan Age �Q Use AtemaLe AR Code 1 I7 Initial setup of Payment shut off Void/Turn On criteria established payment snao-rnrVoie r.--On crnena [ €D ¢n. 04. awuralul -� I anvoin ado, �� Co.:—w.. p c.wxw w.w wd.raaw.ma T-Wdork` • p exxoa:e F sxo rwNawvw r sNNrN.eawv L olavd, Code �� p 0CN a shV SNWEdv r:. wulowday rvorlyl.ni<nlene. «.Ury 1.;-a-Z.Z.°awM 1'r ewn Wnnen A SNa SwMM r s4onandeY la o r ENp rlmdzv w noo away uwe almnm sn.eox No. SOOnowt l.aw. m.` OO a.. <.a. .,e. =r «.n.. Tiodoliodl N.t.. w.r» •,...rw,.N o,a.a,. o �� o a ..m. 0..e... Q 1-SNPOiF wLl: cavxEM >d-aYra VNa F-7w�w�-7:1 lWO--- ---71 Q4Inoffow WD Oam / CwnaMe wwic oraer aNw aaweA Mv64n aw Nxp%e agb.GN .. Max onW —r. b"rwi Conwoo— Rm snM Bm4n ii—a to aaY 1. >uM'WIo YwW Sub 25H-110 Page 103 5.1.4. Initial setup of Payment Shutoff Void / Turn On action P.,meM sn.<-on void in.. O- Ad!., i lids LZ 11- I g n I a* a f-•-'•-� -ice yam^ r, �A IemiI, rmi a^ i Comm¢.¢ w^.. ome. .......,�, � ...... ..k ..r....«a �� P^ F—� N^ I I�w.,, J J °0 Fl---,— 9° '^ C J I F ----- 0 7-777777-:7 Fc—c, P,-] 5.2. Synchronization / Provisioning 5.2.1. The CIS system will need to provide data to the MDMS to ensure synchronization of Account Number, Meter Number, Billing Cycle, locations, billing schedules, connection status', etc etc. 5.2.2. The full periodic synchronization know as provisioning will be done from CIS using database views. This will allow the MDMS to avoid issues that can arise when changes are put into the CIS systems. (i.e., The CIS does not need to track changes). 5.2.3. The front end AMI system will also need to be provisioned from the CIS system. A program will be established and will be capable of running on demand or part of job scheduling. This file format will be .CSV. The follow is a list of data elements required from Sensus analytics/SMA module data requirements. A business requirements document will be 25H-111 Page104 generated to be signed off establishing the data mapping and functionality of the program. • FlexNet ID • Meter Manufacture (Sensus) • Meter ID • Device Status (Active, Inactive, On, Off) • Address • AccountlD • Account Status (Active, A, On, Inactive, I, Off) • Account Service Type (Residential, Commercial, etc.) • Billing Cycle • Route ID • Service Size (0.625, 03S, 1, 1.5, 2, 3, 4, 6, 8, 10, 12) • Name The Utility will be required to establish the SFTP of the file generated from the CIS to the location of where the front end AMI software can access the data. 5.3. Smart Meter provisioning 5.3.1. New smart Meters being brought into enQuesta Inventory will be required to contain the AMI flagon the Meter Inventory record within enQuesta. This AMI Flag is required to beset to a Y and the AMI type field identified as 0= Manual Meter which refers to non AMI smart meter and is the default meaning someone physically required to tam off or on the meter onsite. 1 = AMI Manual which means the meter is a smart AMI meter and can obtaining interval data but does not have remote connect or disconnect capability from the front end AMI solution. 2 AMI RDM Remote Disconnect Meter which means the service can be shut off or reduced remotely by front end AMI solution. The field is also required to be set. The 2 5 H -112 Page 105 image below presents these 2 fields. The codes for configuration may change based on implementation setup. The importance is to identify a manual shut off meter verses a remote disconnect capable smart meter. DEVICE fpplicatlan 3-11A1ER v Device Cotle O 2 MRCR EumaceS 038a284a3 9 Arrive rune n Q, G AIDE runre 1301- GAL I REGISTER ADD TOGETHER 1,i:ears Purchase Order# Bill Conng 30!-GALI REGISTER ADD TOGETHER v Fe€lsters 1 Purchase Date IrzVL13M `iw Customer Number 020-1954.300 Purchase Cast DO Install Dale 1]RB/]111a ru]Wlllel Name k ME5 PFR:E Inst,11 Cast W Prem Address 1 16795 TOLL RD returned Date Prem Address 2 Work Order Number 0 Prem Add —I Work Order year 0 Ciry RENO SetDate 12128/2014 rommam Meter Date D00000000OuDD 1. 99 GO DEFADLT Battery Date M Warrant, Date 0 eameFyTime 0Dx00o000O0oD Warrant, Type 0 G, @ mr.ml SIUR Retluri ien Mike t Number@TS No. UeF Cems Cnn hae6 IP Address Maintenance Date MMem PM1nne 119C1e/IIn115eU1e 0-Ikdbe IIMIU Ownership Flag Pascworn Bidirec Tonal Name AMI EIS y-PMIMeter WerkerM g0YVODDED AMI type 1 4 ©q_All MANUAL KSlled Dale AMI Kind DO-- q0 Imd# 0 Q� N. OperatorI 0 4 Notes Installed 12 014 drum in Smofl�rd LesIOV✓e(ei[ /(Lyy n/Ny/GI/GJ GJ:uv.uu 5.3.2. The current Hand Held process is modified to exclude AMI meters in the download where reads are provided from the MDM. This will get implemented in AMI Stage 2. 5.4. Billing Requests 5.4.1. The M D M S and enQuestawill implement the MultiSpeak®® 2 5 H -113 Page 106 GetReadingsByMeterID method for billing integration. 5.4.2. The list of meter IDs and start date parameters will be derived from list of billed cycles. The billing closure time will be selected by CSR before making request. Below are assumptions on return readings: • The method will return the most recent register read for each meter for the billing cycle • (could be a couple days old or it could be 10 days old) • Missing reading will not be returned (vs. old reading or an error) • Would be up to enQuesta to decide how to handle the reading • Part of the response is the date/time, and the value —it will be up the utility to configure kick -out (to decide on -demand reading, estimate read or send someone else in the field) • EnQuesta distinguishes AMI read meters from non AMI meters 5.4.3. enQuesta will create a request pool to handle concurrent requests for each meter in billed cycle. The pool size will be defined in configuration for optimal performance. Once the pool completes all the requests it will create the "formatted block" message for further processing in enQuesta (existing process). 5.4.4. Billing Request will be updated with current status and metrics when it's completed. 5.5.Interval Data in enQuesta and Web Connect 2 5 H -114 Page 107 5.5.1. Interval reading data will be presented to the CSR in the Inquiry Portal on the Usage Tab. A new inquiry configuration will be established to be associated through enQuesta operator security to the View. 5.5.2. The customers end users can be presented interval data, if desired by the utility, through Capricorn's AMI Web Portal module. . 5.5.3. enQuesta will initiate the MultiSpeak®® method labeled GetReadingsByMeterIDAndFieldNameIntervalData method to get Interval Data, the interval data will be in 60 minutes interval. 5.5.4. S&S will aggregate the Interval Data on the enQuesta side for following intervals for display in the enQuesta Billing portal: • Hourly — 1 hour • Daily — 24 hours • Monthly — 1 month 5.5.5. If meter is configured for 1 hour interval and requested interval is 15 minutes exception will be thrown by enQuesta API. 5.5.6. An enhancement will be created to WebConnect to integrate through Single Sign On with the SmartWorks Connect per the scope below. 2 5 H -115 Page 108 • A new button will be added to the account summary screen on a customer's WebConnect account bringing them to SmartWorks Connect portal. • Only accounts with AMI meter types will see this option • This will be Single Sign on, when the customer log into WebConnect, they will not be required to log in again to access SmartWorks Connect. • A new window will be opened when the user clicks on this new option. 5.5.7. See Appendix A for sample SOAP Messages for enQuesta Interval Data requests. 5.6.On Demand Reading Request 5.6.1. enQuesta to perform on -demand read through MDMS MultiSpeak®® method InitiateMeterReadingsByMeterID supplying a transaction ID and a response URL. MDMS will then attempt to perform an on demand read to that meter, using whatever protocol is configured for that action. This may be another MultiSpeak® request, but may also be a proprietary API call depending on the AMI system the meter belongs to. Once MDMS has received the readings from the AMI system, it will make a ReadingChangedNotification call back to the response URL supplied in the initial request, and quoting the supplied transaction ID. In the event of a timeout or other failure of the on - demand reading, MDMS will respond with a MultiSpeak® error message. enQuesta will make this process pseudo synchronous so the client processes stay the same. enQuesta will have configuration to define how the reading will be acquired, by default it will use above method but in case if there are communication problem with meter two other options will be available: Using GetLatestReadingByMeterID method which asks for the most recent 2 5 H -116 Page 109 reading from MDMS database for a single meter. The response contains the timestamp, channel ID, value, and unit of measure of the latest register reading in the database. One reading for each channel is supplied in the response. Both methods, when enQuesta will first try to get the readings using InitiateMeterReadingsByMeterID method and if it's failed/timeout will try to get it using GetLatestReadingByMeterID method.. Below is a screen print of the Usage screen on main inquiry which displays the ondemand read date and time stamp. 5.6.2. SOAP Messages to be established in technical integration document.. 5.7. Service Order Integration 5.7.1. Service Order integration includes the following functionality: Query Service Orders. Use Case: determine if a tamper alarm was caused by field work. Following MultiSpeak® CB Server methods for this functionality will be implemented by S&S: o GetServiceOrdersByStatus o GetServiceOrderByServiceOrderl D o GetServiceOrdersByServiceLocation • Create Service Orders. Use Case: create an investigate meter service order after receiving a tamper alarm and determining it was not caused by planned field work. Following MultiSpeak® CB and NOT 25H-117 Page110 (Notification) Server methods for this functionality will be implemented by S&S: o ServiceOrderOpened Notification - NOT o GetNextNumber— CB. Will be used to keep track of created Service Orders. This will be called before ServiceOrderOpened Notification in order to obtain service order number. • Update Service Orders. Use case: Auto close of Move Out service order with a meter read. Following MultiSpeak® NOT Server method for this functionality will be implemented by S&S: o ServiceOrderChangedNotification • Complete Service Orders. Use Case: Move Out, rules engine would have a list of move out's for the day. Following MultiSpeak® NOT Server method for this functionality will be implemented by S&S: o ServiceOrderClosed Notification All above MultiSpeak® methods will be implemented in enQuesta and are one-way synchronous methods where MDMS is a client and enQuesta is a server. 5.7.2. EnQuesta has a field order flag to distinguish work orders that require field visit from those that can be completed with an AMI meter read. Following AMI kick off meeting, Systems and Software and City will meet to review the work orders that can be completed using the AMI system. Through this scope, S&S will change the work order flag of the existing work order types. An example of a work order could be: Move In Work Orders 5.7.3. Systems and Software and City will meet regarding Non -automated Work Order Creation and review those in MDMS's Task listing and decide which ones require 25H-118 Page111 integration in enQuesta. The work order Types will be created as necessary. 5.7.4. SOAP Messages to be included in technical document. 25H-119 Page 112 6. REMOTE DISCONNECT FUNCTIONALITY 6.1. AMI remote connect/disconnect 6.1.1. When an AMI meter is configured for remote connect/disconnect, the enQuesta work order will not need to be sent to the field to be worked. 6.1.2. When remote disconnects are created in batch, enQuesta will need to stagger the disconnect messages to the MDMS so all disconnects do not happen at the exact same time. The time is associated on the work order and a work order Que is established to allow a user to review the list of open orders by Time to be sent to the MDMS shut off work orders. 6.1.3. The Auto Void reconnect parameters are adjusted to work with remote reconnect meters. So if a payment is made and the work order time is not elapse it will be voided if processed a turn on work order will be established and sent to the MDMS with a time to be worked automatically. 6.1.4. Scenarios where a Move out /Move in are close enough that no disconnect or reconnect to the property is requested or required the enQuesta work order will follow the work order control sheet template for completion as explained in section 5.6.2 for work orders to get completed using a reading from the MDM. 25H-1 20 Page 113 7. OUTSTANDING ISSUES/QUESTIONS 7.1. 8. BUSINESS PROCESS AND REQUIREMENTS FOR METER EXCHANGES 8.1. Work Orders Internal 8.1.1. Analysis of the current meter exchange work orders will take place and new meter installs, removal , and exchanges will be configured as needed and tested for this project. Other internal work orders will be establish as needed for the City to maintain the new AMI account integrity. 8.2. Work Orders External Vendor 8.2.1. A program will be developed to produce a file from enQuesta to provide the necessary data required for a third party meter installation company to perform the required exchanges & retrofits designated by the City. This file will be a .CSV format and the data elements to be determined during discovery with the selected Vendor at that time. The data elements must exist in enQuesta. If Outside data is required to be included in this interface a change order will be established. 25H-121 Page114 8.2.2. During discovery The City will need to provide the logic required for the selection of appropriate accounts to be exchanged by a 3`d party vendor. 8.2.3. The Vendor will require periodic file updates because CIS data changes and they will require updated data. This program will have the ability to run from Job scheduler or manually run as needed. The frequency is usually Monthly or on demand when the vendor wants updated data. 8.2.4. A program will be created within enQuesta that will need to be run in order to create the work orders from the file placed in the appropriate enQuesta directory. 8.2.5. The file definition below contains the data for the creation and completion of the work order required by enQuesta. The format is required in .csv no header record from chosen VENDOR. The following Table is the file layout required back from VENDOR for upload. Field name Data type field length Work Order Type Number N 4 Customer Account number N 12 existing Meter ID AN 12 HH Comment 1 AN 23 HH Comment 2 AN 23 Read Instruction code line 1 AN 23 Read Instruction code line 2 AN 23 Location Code AN 23 Location description 1 AN 20 GIS Coordinate 1 AN 20 GIS Coordinate 2 AN 20 Existing Remote device ID AN 12 25H- 122 Page 115 Removal Reading Date seq 1 N 8 Removal Reading seq 1 N 9 Removal Reading Date seq 2 N 8 Removal Reading seq 2 N 9 Removal Reading Date seq 3 N 8 Removal Reading seq 3 N 9 New meter number AN 12 New Other device Type 1( always a X=Register)seq 1 N 2 New other device type 1 (register)seq 1 device ID AN 12 New Other device Type 1( always a X=Register)seq 2 N 2 New other device typel (register)seq 2 device ID AN 12 New Other device Type 1( always a X=Register)seq 3 N 2 New other device type 1 (register)seg3 device ID AN 12 New Other device Type 2( always a X=Radio)seq 1 N 2 New other device type 2 (radio)seq 1 device ID AN 12 New Other device Type2 ( always a X=Radio)seq 2 N 2 New other device type 2 (radio)seq 2 device ID AN 12 New Other device Type 2( always a X=Radio)seq 3 N 2 New other device type 2 (radio)seg3 device ID AN 12 Starting reading date seq 1 N 8 Starting reading seq 1 N 9 Starting reading date seq 2 N 8 Starting reading seq 2 N 9 Starting reading date seq 3 N 8 Starting reading seq 3 N 9 Resolution Code N 4 Diary Note Multiplier N 4 8.2.6. This program will create and complete work orders on accounts and also produce a report of the work orders created to be viewed at time of execution 25H-123 Page 116 through Preview Icon or will also reside on the enQuesta report resource directory. 8.2.7. This program will allow the end user to pop up and select the appropriate .csv file to be uploaded. 8.2.8. The file can be transferred using the file upload program in enQuesta V 6 8.2.9. Return to Utility If the Vendor can't perform the work at a premise the file back to the CIS system will contain a work order Type for an RTU (Return to Utility). The work order will only be created not completed in enQuesta . A Work order Que will be created so a resource can review the open RTU work orders and determine what needs to occur next in The City's determined business process to repair the service or the customer is sent a letter to repair the service on their side, etc... The completion of the work order means the Utility accepts taking back the account. 9. METER AND OTHER DEVICE INVENTORY 9.1.Initial Setup 9.1.1. Meters Registers and Radio devices, for the AMI Stage 1, will need to be established in enQuesta as inventoried items. The manufacturer of new meters and radio devices will also send the City the list of devices electronically. enQuesta is capable of loading meters and other devices into enQuesta using a file. The file format is typically an MS Excel format. For instance, column A will contain the device ID. Most customers edit the electronic file from the 25H-124 Page 117 manufacturer or copy the device ID and create a new file. The file is then saved to an enQuesta directory (to be determined). Next, utilizing the "Quick" functionality in enQuesta, the User selects the file and identifies a template which the device data can be recorded to in enQuesta. By uploading files to these templates, enQuesta records the device data to the enQuesta inventory. This is performed for meters and then for other devices such as radios. 9.1.2. The Radio and Register are considered "Other" devices in enQuesta. The device parameter initial setup will utilize Other Device Type codes XX = Register and XX = Radio as a description. These Codes will be determined during AMI stage I of the proj ect. The City can choose to carry both or neither in inventory. This will be a decision during the project TBD. S&S recommends at least the Radio device to be carried in inventory. When installed at the customer premise through a work order the Other Device Type XX and Other Device ID inventory numbers are added. 9.1.3. The account will contain 1 CMTR record in enQuesta for each register reading required The City will need to determine all attributes to be populated on the Register and Radio inventory record to establish the initial template for each. 9.1.4. The file the City should FTP to a location on the enQuesta server (TBD) will only consist of 1 column each containing the device number. Each device 25H-125 Page118 Type Meter, Register, Radio is a separate file and the creation program you will select the template for the particular device being created. 9.1.5. The screen below will be used to upload Meters and Radio devices and Registers into inventory. Quick Entry epptleadon Oeate Devices, Dther Devices, or Deth? Fn4r ONKc Tn IK¢ Its Tanplatc Templare De.�e coae Template Derma ID �— amV. coax Template Colsor � � Lade Temnlrre niter rome To other Device a e code Create Device From File? Create Meterteff kewrds From Ftlei 10. DOCUMENT DELIVERABLES 0� D - D.— oQ o� Ono I oQ 0 Q OQO N-Xa Po-Na 10.1.1. Joint Smartworks MDMS provisioning document aCo I a'# 10.1.2. S&S' current documentation on CIS and Billing functionality related to AMI non customer specific. 10.1.3. Mass meter exchange Vendor Mapping document of data down and 25H-126 Page 119 back. 10.1.4. Approval document executed by The City accepting go -Live AMI Stage 2 5 H- 1 2/ Page 120 APPENDIX D Acceptance Criteria & Payment Terms The Acceptance Criteria and Payment Terms herein will be used by the City of Santa Ana ("Santa Ana') and Aqua - Metric Sales Company ("Aqua -Metric') as the parties progress through each Phase of the project. 1. Project Phase Acceptance Criteria Santa Ana's Advanced Metering Infrastructure and Metering Equipment, Installation Services and Meter Data Management System Project (the `Project') will be composed into four phases that require acceptance for each, including Project Planning, Alpha Proof of Concept ("Alpha POC'), Beta Proof of Concept (`Beta POC') and Full Deployment. Successful completion of each phase will occur upon meeting the acceptance criteria herein and Santa Ana signature of system acceptance. Aqua -Metric will be authorized to proceed with each subsequent project phase upon Santa Ana signed acceptance of the previous phase or Santa Ana's written authorization granting Aqua - Metric to proceed with any subsequent phase prior to acceptance of the previous phase. Exhibit D-1 Acceptance Certificate will be completed for each phase respectively. 1.1. Project Initiation and Planning Phase A. Description The Project Initiation and Planning phase shall be used to provide definition and discovery between Santa Ana and Aqua -Metric, including Sensus USA, Inc. ("Sensus"), N. Harris Computer Corporation ("Harris"), Concord Utility Services ("Concord"), Systems & Software Inc. ("S&S"), and all other applicable vendors identified and deemed necessary to perform the services where appropriate, through provision of initial discovery project planning activities. B. Acceptance Criteria i. Aqua -Metric and Santa Ana have approved and executed the Master Project Agreement; ii. Aqua -Metric and Santa Ana have approved the various Scope of Works which makeup the Project Execution Plan. iii. Aqua -Metric and Santa Ana have approved the integrated Project Schedule; iv. Santa Ana has issued the project purchase order(s) to Aqua -Metric for all products and services as defined in Appendix A — Parts, Material & Pricing. 1.2. Alpha POC Phase A. Description The Alpha POC includes the installation, setup, configuration and integration of all network collectors (`Basestations"), the Regional Network Interface ("RNI"), SmartWorks MDM ("MDM") and enQuesta billing software ("CIS"). The intent of this phase will be to prove out basic network connectivity and system functionality by providing a meter read to the RNI software that will generate datato be used to verify meter read accuracy, simulate alerts, verify systems configuration and supply data for training Santa Ana personnel. Page 38 25H-128 Page 121 To accomplish these task, Aqua -Metric will install the Basestations at the sites identified in the Sensus propagation analysis. Aqua -Metric will provide any necessary site plans and install each Basestation in accordance with the site plan requirements. Santa Ana will designate any personnel necessary to oversee the installation of Basestations at each collector site. Once the Basestations have been installed and integrated with the RNI and MDM, Aqua - Metric will contract and coordinate with Concord to deploy up to one hundred (100) water meters and SmartPoint radio transceivers (the "Test Meters") at predetermined locations within Santa Ana's service area Aqua -Metric will assist Santa Ana through the execution of Alpha POC testing to confirm all configurations and integrations have been established accurately and update the meter and RNI configurations if necessary. B. Acceptance Criterion i. Aqua -Metric and Santa Ana have prepared and approved Basestation Site Plans. ii. Aqua -Metric has installed all network Basestations in accordance with Santa Ana requirements and relevant site plans. Aqua -Metric has installed and configured communications backhaul devices at each site to establish a connection between each Basestation and the RNI. iii. Aqua -Metric and Sensus have configured the RNI to meet Santa Ana's specifications. iv. Aqua -Metric has integrated NovusCenter Work Order Management Software ("WOMS") with the CIS and configured for meter and SmartPoint installations. Santa Ana has access to the WOMS. v. Aqua -Metric and Santa Ana have established a Customer Communications Plan to notify Santa Ana customers of the ensuing meter exchange. vi. Aqua -Metric and Santa Ana have resolved any outstanding meter installation scope expectations, including Return to Utility ("RTU") definitions and exceptions, to serve as guidelines throughout the Project. vii. Concord has successfully installed the additional Test Meters with accurate configurations and verified all Test Meters are transmitting data to the Basestation. viii. Aqua -Metric, Sensus, S&S and Harris have completed the Systems Integration Testing verifying successful integration between the RNI, MDM, WOMS, and CIS. ix. Aqua -Metric, Sensus, S&S and Harris have satisfied the deliverables as outlined in Exhibit A — Prime Contractor SOW. x. Santa Ana has executed the Acceptance Certificate or authorized Aqua -Metric to proceed into the Beta POC Phase. 1.3. Beta POC Phase A. Description The Beta POC Phase will include an increase deployment of up to one thousand (1,000) Test Meters to support Santa Ana System Acceptance Testing ("SAT"). Aqua -Metric will assist Santa Ana in determining exact quantities and meter sizes needed for SAT. The intent of this phase will be to ensure all network infrastructure and software are communicating 25H-129 Page 122 successfully and ready for Full Deployment. The MDM is expected to be capable of providing functional billing reads by the conclusion of the Beta POC Phase with integration with the CIS. B. Acceptance Criterion i. Aqua -Metric has setup mobile storage units, waste, and recycling receptacles needed for Beta POC Phase Test Meters and Full Deployment Phase at the Santa Ana Corporate Yard. ii. Aqua -Metric and Santa Ana have established a meter deployment plan to serve as a general guideline for maintaining adequate product inventory and support installation production schedules. iii. Concord has successfully installed the additional Test Meters with accurate configurations and verified all Test Meters are transmitting data to the Basestation. iv. Santa Ana has initiated and executed the System Acceptance Plan for formal acceptance of network infrastructure, RNI, and MDM, including integrations, configurations and operability. Once the network infrastructure has been deployed and integrated with the RNI and MDM, Santa Ana shall perform, with Aqua -Metric's assistance, necessary systems testing to verify connectivity and confirm network configurations. a. Santa Ana has verified the Test Meter reads are accurately transmitting to the RNI and displayed within the RNI appropriately with the desired resolution. b. Santa Ana has verified all integrations to upstream or third -party systems, including implementation, testing and interfaces are operational. c. Santa Ana has verified, within three days, one billing read from all Test Meters are populated in the RNI and MDM. d. Santa Ana has verified all alerts/alarms are registering in the RNI. e. Santa Ana has verified on -demand reading capabilities. f. Santa Ana has verified remote disconnect capabilities through the MDM and Sensus Service Management Application (SMA). g. Santa Ana has verified pressure and temperature sensing capabilities of Sensus Ally meters and the accurate transmittal of data to both the RNI and MDM as applicable. v. Aqua -Metric and Santa Ana have verified all network components and software in scope are ready for Go -Live and Santa Ana has provided a written acceptance of the network deployment. vi. Aqua -Metric, Sensus, Harris and S&S have provided training sessions to Santa Ana personnel and Santa Ana has received applicable operation, maintenance, and troubleshooting documentation ("User Manuals") as provided by Aqua -Metric, Sensus, Harris, S&S and any additional vendors when applicable, including: a. Sensus Basestations and RNI b. SmartWorks MDM 25H-130 Page 123 c. Samples of all standard reports with narrative descriptions of all fields displayed within the report, input parameters and an explanation of how to execute each report. d. All error codes, messages, and their explanations displayed online and/or on reports with action(s) required or available options. e. Meter and SmartPoint technical specifications and installation guidelines. vii. Aqua -Metric, Sensus, and Harris have demonstrated the Beta POC deliverables have been successfully completed as outlined in Exhibit A — Prime Contractor SOW and any outstanding deliverables from Alpha POC Phase have been addressed or closed. viii. Santa Ana has executed the Acceptance Certificate or authorized Aqua -Metric to proceed into the Full Deployment Phase. 1.4. Full Deployment Phase A. Description The Full Deployment Phase will include the large-scale meters and SmartPoint deployment across the remaining customer accounts throughout Santa Ana's distribution service area, excluding any exceptions or RTU accounts. Upon completion of the Beta POC Phase and Santa Ana's notice to proceed, Aqua -Metric will coordinate with Concord to mobilize field technicians and prepare to ramp up production. Aqua -Metric will coordinate with material suppliers and Concord to ensure all materials identified in Appendix A — Parts, Material & Pricing or otherwise added by executed Change Order between Aqua -Metric and Santa Ana, are scheduled for shipment or onsite and available to promote and maintain installation production schedules. Once all applicable meters have been exchanged, Aqua -Metric will verify system performance and coverage guarantees. B. Acceptance Criterion i. Concord has installed 100% of all applicable meters and SmartPoints, excluding any RTU or exception accounts. ii. Aqua -Metric and Santa Ana have verified all meters are transmitting to the RNI and reporting to the MDM and CIS. iii. Santa Ana has reviewed and accepted the materials and supplies as installed and acceptably tested and/or inspected. iv. Aqua -Metric and Santa Ana have verified the system performance and network coverage have met the expectations as defined in the Sensus propagation analysis. v. All Project Close -Out punch -list items have been addressed and/or closed. vi. Santa Ana has executed the Project Acceptance Sign -Off. 2. Acceptance and Payment Terms 2.1. Materials and Supplies A. Water Meters 25H-131 Page124 i. Description Aqua -Metric will order water meters as identified in Appendix A. The quantities ordered will be commensurate with the quantities needed to meet installation schedule and water meter testing as outlined here. Santa Ana may elect to test meters as they are delivered. When meters are delivered, Santa Ana will have up to one week to test meters in accordance with AWWA standards. If Santa Ana determines the meters are unacceptable, the meters will be rejected, and Santa Ana will not be subject to restocking fees. If Santa Ana does not test the meters within one week from the delivery date, the meters will be considered as tested acceptable. ii. Acceptance and Payment Meters that test acceptable will be eligible for payment to Aqua -Metric after submitted on the Acceptance Certificate in Appendix D-1. B. Materials and Supplies other than Water Meters i. Description Aqua -Metric will order materials and supplies as identified in Appendix A. The quantities ordered will be commensurate with the quantities needed to meet installation schedule. ii. Acceptance and Payment Materials and supplies received and accounted for will be eligible for payment to Aqua -Metric after submitted on the Acceptance Certificate in Appendix D-1. 2.2. Installation Services A. Description Water meters, SmartPoints and related appurtenances will be installed in accordance with the requirements in Appendix B and tested as communicating with the RNI. Santa Ana will test meter communications with the RNI in a timely manner and report all non -communicating meters to Aqua - Metric for resolution. B. Acceptance and Payment After installation of water meters, SmartPoints and related appurtenances, Aqua -Metric will submit the installations for payment on the Acceptance Certificate in Appendix D-1. Santa Ana will pay for installation services after successfully verifying, within five (5) business days, the water meters, SmartPoints and related appurtenances are installed in accordance with Appendix B and that meter consumption is being received in the Sensus RNI. 2.3. General A. The services herein and hereto are non -inclusive of any permits or license fees. In the event additional direct costs arise, Aqua -Metric will invoice at cost plus fifteen percent (15%). B. Annual fees identified within Appendix A (items 27, 28, 29, 30, 31, and 32)—Parts, Material & Pricing will incur an automatic three percent (3%) escalation per annum for each antecedent year beginning year two. C. Return product or materials maybe subject to a 25% restocking fee. D. Sales taxes have been included on all taxable line items. Sales taxes have been approximated and will vary depending on California State sales tax fluctuations. 25H-132 Page 125 E. The following direct travel reimbursements will be subject to the limitations of Appendix A, Line 23 - Professional Services Travel and Expense Budget when applicable: i. Aqua -Metric's or Sensus' direct travel expenses including but not limited to hotel, airfare, car rentals, tolls, parking, mileage reimbursement based on the then current IRS recommended rate per mile, and airline and travel agent fees at cost plus ten percent (10%) administration fee. ii. Any fees incurred by third -party vendors, suppliers, or subcontractors will be passed through to Santa Ana at cost plus ten percent (10%) administration fee. a) Direct travel expenses including, but not limited to hotel, airfare, car rental, tolls, parking and airline and travel agent fees; b) Travel time for each on -site resource which will be billed at 50% of the current standard rate/hour. Standard rate for 2020 is $225.00/hour as a result the rate at which travel time will be billed in 2020 is $112.50/hour. c) Per diem rate of $65.00 for weekdays and a $110.00 for weekends and statutory holidays that includes all meal, food, and telecommunications expenses (no receipts will be provided); d) A mileage charge based on the then current Internal Revenue Service recommended rate per mile; e) A $750 daily surcharge for any professional services provided on weekends or holidays. f) All other reasonable expenses incurred in the performance of the services including courier services and documentation copying or production. g) Project Management has been set at 42 hours per month/fixed price. Should additional time be required, time and materials charges will apply at current years hourly rate. h) Additional services (including travel & expenses) required due to out -of -scope work will be quoted and billed on a time & materials basis at the rates defined herein. i) Additional services outside the scope of this project will be billed monthly on atime & materials basis. F. Cancellation of any on -site professional service(s) by Santa Ana is allowed for any reason if done in writing no less than fourteen (14) days in advance of such professional service(s). Santa Ana will be billed for any non -recoverable direct costs that result from a cancellation by Santa Ana with fourteen (14) days or less of scheduled on -site professional service(s), provided such cancellations are not a direct result of Force Majeure events as defined in Section 18 of the Agreement. Additionally, Santa Ana hereby acknowledges that cancellation of on -site services means that such on -site professional services will be rescheduled as Aqua -Metric's then current schedule permits. Aqua -Metric will not be responsible for any delay in Santa Ana's project resulting from Santa Ana's cancellation of the professional service(s). If upon Aqua -Metric's arrival, Santa Ana is not adequately prepared or has not completed the assigned tasks, then Santa Ana will be billed 100% of the on -site fee and scheduled on -site professional service(s) may be cancelled by Aqua -Metric. If additional professional services are required because Santa Ana was not adequately 25H-133 Page 126 prepared, Aqua -Metric will provide a Change Order to Santa Ana for the additional professional services. G. No additional Direct Job Costs (city licenses, permits, etc.) are included and will be invoiced as necessary and on occurrence at cost plus fifteen percent (15%). H. Demobilization/Remobilization/Stand Down Contingency: The project Mobilization / Demobilization is assumed for a single-phase move on and move off for installation/deployment. If demobilization and remobilization occur during the project due to reasons beyond Aqua -Metric's control, excluding any State or Federal Government mandated suspensions, additional contingency fees will be assessed. i. Demobilization/Remobilization Fees: Aqua -Metric will invoice for cost plus fifteen percent (15%) to move in and out of market (i.e. travel fees, cancellation fees, vehicle transportation fees.) ii. Stand Down Time: If Aqua -Metric technicians are unable to work during delays or suspensions cause by the City and Concord's resources remain deployed, Aqua -Metric will invoice at $95.00 per hour, per technician for time Aqua -Metric is stood down. I. Traffic Control cost(s) (including but not limited to planning, engineering, permitting, implementation, labor, Traffic Control device setup and removal, etc.) will be invoiced as necessary and on occurrence at cost plus fifteen percent (15%). J. Installation of all materials (meters, radios, or meter retrofits) will not be in confined spaces, vaults, or manholes. Aqua -Metric shall perform 3" through 8" meters in non -permit required confined spaces at no additional cost. Confined space permit required vaults shall require additional resources and equipment, and therefore will result in a cost plus 15%. 25H-134 Page 127 APPENDIX D-1 Acceptance Certificates Project Phase / Invoice Number / Other: The City of Santa Ana ("Santa Ana'), under the Contractor Agreement (the "Agreement') with Aqua -Metric Sales Company ("Aqua -Metric') hereby certifies: This Acceptance Certificate is a Project Materials and Supplies / Materials and Supply Substitute / Alpha POC / Beta POC / Full Deployment / Supplemental Items (Circle One) Acceptance Certificate. 1. The Project Materials and Supplies required for the aforementioned Project Phase / Invoice Number / or Other above, have been delivered to and received by Santa Ana. 2. Santa Ana has conducted such inspection and/or testing of the Project Materials and Supplies as it deems necessary and appropriate and hereby acknowledges that it accepts the Project Materials and Supplies for all purposes on the date indicated below. The project Materials and Supplies have been examined and/or tested and have been found in good operating order and condition and is in all respects satisfactory to the undersigned and complies with the terms of the Agreement; however, remain subject to the warranty periods as provided in Exhibit C— Warranties of the Agreement. The City of Santa Ana does not waive any other rights to which it would otherwise be entitled under the Agreement. 3. Based on the acceptance set forth in herein, Santa Ana agrees that the manufacturer's warranty period on all water equipment shall be deemed to have begun on the date of equipment shipment from the manufacturer and that the manufacturer's warranty period shall end in accordance to the referenced warranties in the Agreement, Exhibit C — Warranties. 4. Santa Ana has carefully examined all Work and/or Services performed by Aqua -Metric (including Sensus USA, Inc. ("Sensus'), N. Harris Computer Corporation ("Harris"), Concord Utility Services ("Concord'), Systems & Software Inc. ("S&S"), and all other applicable vendors identified and deemed necessary to perform the services where appropriate) and hereby finds such Work and/or Services to have been performed in a workmanlike manner and in accordance with all applicable specifications within the Agreement. 5. The following is a punch list of items which remain to be completed for Alpha POC / Beta POC / Full Deployment (Circle One) of the project: Insert Punch List The City of Santa Ana hereby has agreed to and Accepted as of this _day of , 20 City of Santa Ana Signature Name (Printed or Typed) Tide 25H-135 Page 128 EXHIBIT B Payment Schedule The following Payment Schedule shall be used as general guidelines for billing milestones throughout the Project. Some quantities have been approximated for budget forecasting; however, Aqua -Metric Sales Company ("Aqua -Metric") and the City of Santa Ana ("Santa Ana") will coordinate and revise the Compensation Schedule from time to time when necessary as the Project progresses. Santa Ana will pay to Aqua -Metric for all deliverables identified within Appendix A — Parts, Material & Pricing, subject to any authorized and duly executed Change Order, in accordance with the Acceptance and Payment Terms defined within the Contractor Agreement (the "Agreement') and Appendix D — Acceptance Criteria and Payment Terms hereto. 25H-136 Page 129 V S 5 1� v j ry E S C o c 9 v p p 5 e G Its Ao opr_r �LL <aa w uaaa= Poo M M 0 0 0 o°M 00mm0emmmnm0m0emm a0Bo�Gm 0ar0 mNo 0 m 0 � 0 n 0 n a.. mem0m00000mm0 ..0000000000 00 0.0.... mme. 0m.m0. 10.e. .0m.00.0e. on.00. m...nm. m.... m... .m�. 0e. m�.m... 1m.m�. nm.o�. o0.00. mm.00.e. . mm.m. nm.0m.e. mm.e. 00.00.0m.0m. mm. m0.00.00.00. ............. n.. o0000000000000000000 m.m.�m. . B. .�.I.m.o. .m.o.m.N.m.m.0.N. .m.0M.M.0. . e.m.m�em0 . . .. .e.m.-. ..0.M.m -- ..m.m. ............. .. 0000000000 zq z � o z zzz E� as E 8888 E E E t� ccccEEEEEEEEE qoa wwwwCCCCCCCCC O o E 5 u� F C� Ga _ F 5 5 EN E o pEE p - ?5g� GGG'^rvry 3j5Ci5C -w`F zE `< ae`E 5`-aa =cagcn� �orczdzdzdzdz6,�`- Po v3mv;�:3'=Tq. aovoaovo � -.cQ�vi°J <e`w aaaaa� 9erv" o�'�o mmmmm- m.LL.LL.LL wCa�Cs� -EE<E "00000 pr�LL por� p$m '" p pEEE .. mN o rm� �m S � v j ry E S C o c 9 v a Ao opr_r �LL <aa w aaa- 0 0 o �a mm oro�o mono 000 000 0 0 000 00o 0 e 0 o r ar o 0000000 �or000r o 0000 0 00o a 70 bo 8 wwaww 0 -g E z� � m a n� A_ v EE EEa v E v "0 2_° w wF �y 03 Ens Si P aP o Q q 1'' -9 CC9 EB -- oa3c p m- e E - - - 06 Eo _ d a 0 ¢ E r3 q oo�E c3 2`a = _ Cp ca5� - y r t c B tl � marcEc e C :PP '01^ e' A p _ o o E wwwLLE ap vo_ '° E E - e az vgA�AAAAA v W E m v wv v rcrcrcrc- w -o0-o 0..... & z w d �o_ aE wui v emWac ✓6 a . aFFFFE 5-o ar n'c 9-o3-0-0 w` 0 -0 -0-o O w m�LL ry c mEZ 2'^ v -oaa2E o3a33333� o m zv _o=00000P _ v moo aF a E E E E E q_ a o0 o ae a�g�- a a vv dvF-GA-GA�GA�GA�GA�GA�d -0x w was Pa0e1 a bPN a cEAFFv� wwwww q Fo -avv3vvvvv„FEw\\ AEw .. .. .. .. .. v c33.. cC < < < < < < <— �e=®�, e� -111 Page 131 Exhibit B -Payment Schedule S&S Payment schedule Project Deliverables Professional services License PaymentAmount Smartworks Milestone AMI Stage 1 Contract Signing $7,268 $60,000.00 $67,268 Contract Execution Completion of Analysis $7,268 $7,268 Kickoff session Held Configuration complete $7,268 $7,268 Initial data Sync and AMI integration Completion of Core Team $7,268 $7,268 Initial data Sync and TrainingAMI integration Completion of Simulation $14,535 $14,535 Initial data Sync and AMI integration Go -Live Stage 1 $14,535 $14,535 Initial data Sync and AMI inte ration Post Go -Live support $14,535 $14,535 Initial data Sync and AMI inte ration AMI Stage 2 Delivery of Completion of Analysis $7,268 $7,268 requirements document Configuration complete $14,535 $14,535 Completion of integration Completion of Core Team $7,268 $7,268 Completion of TrainingTraining Completion of Simulation $14,535 $14,535 Completion of UAT Go -Live Stage 1 1 $14,535 $14,535 Completion of UAT Post Go -Live support $14,535 $14,535 Transition to Support TOTAL $72,675 $60,000 $205,350 Project Management PaymentAmount Date Deliverables AMI stage 1 ** 1 1 $0 AMI Stage 2 Installament Delivery of 1 $18,900 requirements document AMI stage 2 Installament 2 $18,900 Completion of Training * * No charge for project management during the AMI stage 1 these costs already part of CIS upgrade Total $37,800 Post Go -Live Maintenance Maintenance billed at Start $20,720 Start of AMI Stage 2 of AMI Stage 2 Note Maintenance will be prorated to renewal date Santa Ana Municipal Services - AMI MDMS Integration Pricing & Payment Schedule Proprietary and Confidential to Systems & Software, Inc. 09/14/20 25H-139 Page 132 EXHIBIT C Warranties This Exhibit C — Warranties shall include available warranty documentation where applicable to the products, software, and services furnished under this Contractor Agreement (the "Agreement'). 1. Aqua -Metric Sales Company Warranty. 1.1. Aqua -Metric warrants that the services provided by Aqua -Metric will be performed in a professional and workmanlike manner with a degree of care, skill and competence that is consistent with the then generally accepted industry standards reasonably expected of similar types of engagements and the deliverables herein this Agreement will substantially conform to the deliverables specified in the applicable Exhibits and Appendices hereto through the term of the Agreement. 1.2. Except as specifically set forth in this Exhibit C, the services and software are provided by contractor on an "as is" and "as available" basis without warranties of any kind, either express or implied, including but not limited to implied warranties of merchantability and fitness for a particular purpose; provided; however all warranties offered to Aqua -Metric for such materials, software, services or workmanship by third -party manufacturers, vendors, or subcontractors shall be extended to the City of Santa Ana. 1.3. Limitations. This warranty will apply only if. (a) the deliverable(s) have been properly installed and used by or on behalf of the City of Santa Ana at all times and in accordance with the instructions in the applicable documentation; and (b) no modification, alteration or addition has been made to the deliverable(s) other than within the Change Order provisions of this Agreement duly executed by the parties hereto. Unless otherwise expressly provided herein, neither Aqua -Metric nor any of its service providers, licensors, employees or agents warrant that the operation of the services will be uninterrupted or error free. Aqua -Metric will not be responsible for any damages that the City of Santa Ana may suffer arising out of use, or inability to use, the services. 2. Supplier Warranties. 2.1. Supplier warranties provided herein Exhibit C, including Sensus General Limited Warranty, Sensus G500 Limited Warranty, and Sensus AMI System Performance Warranty; shall apply to all material(s), software(s), services, or workmanship furnished under this Agreement. 3. Aqua -Metric Installation Warranty. 3.1. Aqua -Metric warrants that the work furnished to this Agreement shall be 1) performed in a good and workmanlike manner utilizing the new materials provided by Aqua -Metric and/or the City of Santa Ana, 2) free from workmanship defects incurred within thirty-six (36) inches on the customer side of the meter for a period of thirty (30) days; and 3) in accordance with the standards customarily provided by an experienced and competent professional installation organization rendering the same or similar services. 3.2. Aqua -Metric will repair, to a usable and safe condition, customer side service line breaks cause by Concord or a Concord employee incurred within thirty-six (36) inches on the customer side of the meter. 3.3. Aqua -Metric does not warrant inoperative, damaged, or leaking valves, setters, backflow preventers, irrigation valves, pressure regulators, unions, ball valves, or customer side valves. 2 5 H -140 Page 133 3.4. Aqua -Metric does not warrant defects to the workmanship or materials caused by customer negligence, tampering, vandalism, or "acts of God". 3.5. The warranty provisions shall become null and void upon any modifications, alterations, changes, damages, or tampering to Aqua -Metric's work made by the customer or third party on behalf of the customer. 25H-141 Page 134 General Limited Warranty Revised November 2019 1. Terms of Sale. Sensus USA Inc. ("Sensus") warrants its products and pads asset forth below. All products are sold to the buyer( Customer) pursuant to Sensus Terms of Sale, available at sensus.com/tc. 2. Electricity Meters and Electricity Smar lnt"'' Modules. Sensus warrants the Sensus electricity meters and Sensus electricity SmartPoint Modules to be in compliance with their respective specifications under normal use and service, and to refuse from material defects in materials and workmanshipfor a warranty period of twelve (12) months from the date of the installation or eighteen (18) months from the date of shipment, whicheveroccurs first. The warranty period for new spare parts and components said by Sensus is twelve (12) months from the date of shipment. The warranty period for repaired or refurbished parts repaired by Sensus is ninety (90) days from the date of shipment, unless repaired pursuant to a warranty, in which case the repair is warranted for the time remaining of the original warranty benod. 3. Gas Products and Gas SmartPoint Modules. a. Except for the Sonix meters, Sensus warrants the Sensus gas products to be in compliance with their respective specifications under normal use and service, and to be free from material defects in materials and workmanshipfor a warranty period of twelve (12) months from the date of the installation or eighteen (18) monthsfrom the dateofshipment, whicheveroccurs first. Sensuswarrantsthe Sensus Sonix meters to makes from material defects in materials and workmanshipfor a warranty panda offiHeen (15) years from the date of shipment. Sensus warrants the batteries in the Sensus Sonix meters to be free from material defects in materials and workmanship for a warranty period of ten (10) years from the date of shipment. Thewarranty panda for new spare parts and components said by Sensus is twelve (12) months from the date of shipment. The warranty period for repaired or refurbished parts repaired by Sensus is ninety (90) days from the dateof shipment, unless repaired pursuant to a warranty, in which casethe repair iswarranted forthetime remaining oftheonginal warranty period. b. Sensus warrants the Sensus gas SmartPoint Modules as set forth in the "G500" warranty, as setforth at. sensus.com/tc, or available at 1-Sgg- METER -IT. 4. Water Meters and Water SmartPoint Modules. Sensus warrants the Sensus water meters and Sensus water SmartPoint Modules as setforth in the "G599" warranty, as setforth at. sensus.com/tc, or available at 1-Sgg- METER -IT. 5. VantagePoinM Lighting Control Module. Sensus warrants the Sensus VantagePoinM Lighting Control Module to be in compliance with their respective specifications under normal use and service, and to be free from material defects in materials and workmanshipfor a warranty period often (1 g) years from the date of shipment. The warranty period for new spare parts and components sold by Sensus is twelve (12) months from the date of shipment. The warranty panda for repaired or refurbished pads repaired by Sensus is ninety (90) days from the date of shipment, unless repaired pursuant to a warranty, in which case the repair is warranted forthe time remaining of the original warranty panda 6. DA Devices and HAN Devices. Sensus warrants the Sensus DA Devices and Sensus HAN Devices to be in compliance with their respective specifications under normal use and service, and to be free from material defects in materials and workmanship for a warranty period of twelve (12) months from the date of shipment. The warranty period for new spare pads and components sold by Sensus is twelve (12) months from the date of shipment. The warranty panda for repaired or refurbished pads repaired by Sensus is ninety (90) days from the date of shipment, unless repaired pursuant to a warranty, in which case the repair is warranted for the time remaining of the original warranty benod. 7. RF Field Equipment. Sensus warrants the Sensus RF Field Equipment to be in compliancewith their respective specifications under normal use and service, and to be free from material defects in materials and workmanship for a warranty period of twelve (12) months from the date of shipment. S. Server Hardware. Sensus provides no warranty on the Server Hardware. 9. Third Party Goods. Notwithstanding anything to the contrary herein, Sensus does not warrant any goods manufactured or soflwara supplied by third bodies. For example, if Customer elects to buy meters from a third party, the Sensus SmartPoint Modules installed in such third party meters shall, subject to Section 11, below, be covered by the warranty above, but any warranty on the meter itself shall be a matter directly between Customer and such third party meter supplier. 10. Services. Sensus warrants that its services shall, at Matins of performance, materially conform tothe contract requirements, and shall be performed in a professional and workmanlike manner, free from material defects in workmanship. 11. Remedy. a. If any Field Device or RF Field Equipment fails during the applicable warranty period (a "railed Good Sensus obligation, and Customers exclusive remedy, is, at Sensus option, to either in repair or replace the Failed Gbotl, provided the Customer (a) returns the broductto the location designated by Sensus within the warranty period, and (b) prepays the freight costs both to and from such location, or ni) deliver replacement components to the Customer, provided the Customer installs, at its cost, such components in or on the Failed Good (as instructed by Sensus). In all cases, Customer shall be responsible for returning the rated Good to Sensus, including all costs associated with the return of the railed Good, and Sensus shall be responsible for shipping the repaired or replaced good back to Customer's warehouse. Customer shall, in all cases, be responsible for the In/Out Costs. If Sensus determines that the returned good is not defective, Customer shall pay and/or reimburse Sensus for all expenses incurred by Sensus in the examination of the returned good. b. Customer s remedy under the warranty for services shall be, at Sensus sole cost and expense, to correct or reberfbrm any defective or non conforming services to assure compliance with the contract requirements. c. THIS SECTION 10 SETS FORTH CUSTOMER'S SOLE REMEDYWITH RESPECTTO A FAILED GOOD OR ANY DEFECTIVE OR NON -CONFORMING SERVICE. 12. Warranty Exceptions. This General Limited Warranty does not include costs for removal or installation of products, or costs for replacement labor or materials, which are the responsibility of the Customer. The warranties in this General Limited Warranty do not apply to, and Sensus has no liability for, goods that have been. installed improperly or in non recommended installations, installed to a socket that is not functional, or is not in safe operating condition, or is damaged, or is in need of repair, tampered with, modified or repaired with parts or assemblies not cadifusd in writing by Sensus, including without limitation, communication parts and assemblies, improperly modified or repaired (including as a result of modifications required by Sensus), converted, altered, damaged; read by equipment not approved by Sensus, for water meters, used with substances other than water, used with non potable water, or used with water that contains dirt, debris, deposits, brother impurities, subjected to misuse, improper storage, improper care, improper maintenance, or 637 Davis Drive Morrisville, INC 27560 1-800-638-3748 improper periodic testing (collectively, "Exceptions."). If Sabers identifies any Exceptions during examination, troubleshooting or performing any type of support on behalf of Customer, then Customer shall pay for and/or reimburse Sensus for all expenses incurred by Sensus in examining, troubleshooting, performing support activities, repairing or replacing any Equipment that satisfies any of the Exceptions defined above. The above warranties do not apply in the event of Force Majeure, as defined in the Terms of Sale. 13. THE WARRANTIES SET FORTH IN THIS GENERAL LIMITED WARRANTY ARE THE ONLY WARRANTIES GIVEN WITH RESPECTTOTHE GOODS, SOFTWARE LICENSES AND SERVICES SOLD OR OTHERWISE PROVIDED BYSENSUS. SENSUS EXPRESSLY DISCLAIMS ANYAND ALL OTHER REPRESENTATIONS, WARRANTIES, CONDITIONS, EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE, REGARDING ANY MATTER IN CONNECTION WITH THIS GENERAL LIMITED WARRANTY OR WITHT EH TERMS or SALE, INCLUDING WITHOUT LIMITATION, WARRANTIES AS TO FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON -INFRINGEMENT AND TITLE. 14. SENSUS ASSUMES NO LIABILITY FOR COSTS OR EXPENSES ASSOCIATED WITH LOST REVENUE OR WITH THE REMOVAL OR INSTALLATION or EQUIPMENT. THE FOREGOING REMEDIES ARE CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES FOR THE FAILURE or EQUIPMENT, LICENSED SOFTWARE OR SERVICES TO CONFORM TO THEIR RESPECTIVE WARRANTIES. 15. Limitation of Liability a. SENSUSAGGREGATE LIABILITY IN ANY AND ALL CAUSES or ACTION ARISING UNDER, OUT or OR IN RELATION TO THIS AGREEMENT, ITS NEGOTIATION, PERFORMANCE, BREACH OR TERMINATION (COLLECTIVELY "CAN SES or ACTION") SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO SENSUS UNDER THIS AGREEMENT. THIS IS SO WHETHER THE CAUSES or ACTION ARE IN TORT, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR STRICT LIABILITY, IN CONTRACT, UNDER STATUTE OR OTHERWISE. b. AS A SEPARATE AND INDEPENDENT LIMITATION ON LIABILITY, SENSUS' LIABILITY SHALL BE LIMITED TO DIRECT DAMAGES. SENSUS SHALL NOT BE LIABLE FOR. (I) ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, NOR (II) ANY REVENUE OR PROFITS LOST BY CUSTOMER OR ITS AFFILIATES FROM ANY END USER(S), IRRESPECTIVE or WHETHER SUCH LOST REVENUE OR PROFITS IS CATEGORIZED AS DIRECT DAMAGES OR OTHERWISE, NOR (III) ANY IN/OUT COSTS, NOR (IV) MANUAL METER READ COSTS AND EXPENSES. c. The limitations on liability set forth inthis Agreement arefundamental inducements to Sensus entering into this Agreement. They apply unconditionally and in all respects. They are to be interpreted broadly so as to give Sensus the maximum protection permitted under law. J. To the maximum extent permitted by law, no Cause of Action may be instituted by Customer against Sensus more than TWELVE (12) MONTHS after the Cause of Action first arose. In the calculation of any damages in any Cause of Action, no damages incurred more than TWELVE (12) MONTHS prior to the fling of the Cause of Action shall be recoverable. 16. Definitions. Any terms used in this General Limited Warranty as defined terms, and which are not defined herein, shall have the meanings given to those terms in the Terms of Sale. a. "Agreement" means this General Limited Warranty, Customers purchase order (except any Additional Terms), Sensus' Acknowledgement Form (if any), Sensus' invoice and the Terms of Sale. b. "DA Devices" means RTMs and RTUs. a "Echo Transceiver" (formerly "FlexNet Network Parted and "PNP") identifies the Sensus standalone, mounted relay device that takes the radio frequency readings from the SmartPoint Modules and relays them by radio frequency to the relevant FlexN at Base Station. J. "End User" means any end user of electricity/water/gas that pays Customer for the consumption of electricity/water/gas, as applicable. e. "Equipment" means the Field Devices, RF Field Equipment, Server Hardware, and any other goods sold hereunder. I. "FlexNet Base Station" (formerly Tower Gateway Base Station" and TGB") identifies the Sensus manufactured device consisting of one transceiver, to be located on a tower that receives readings from the SmartPoint Modules (either directly or via an Echo Transceiver) by radio frequency and passes those readings to the RNI by TCP/IP backhaul communication. g "Field Devices means the meters, SmartPoint Modules, DA Devices and HAN Devices. h. "Force Majeure" shall have the meaning set forth in the Terms of Sale. i. "HAN Devices" means the PCTs, IHDs and LCMs. j. "IHDs'' manethein-homadisplays. k. "In/Out Costs" means any costs and expenses incurred by Customer in transporting goods between its warehouse and its End Users premises and any costs and expenses incurred by Customer in installing, uninstalling and removing goods. I. "LCMs" meansthe load control modules. in. "PCTs" meansthebrogramini controllable thermostats. n. "Remote Transceiver" (formally "FlexNet Remote Portal" and "PRP") identifies the Sensus standalone, mounted relay device that takes the radio frequency readings from the SmartPoint Modules and relays them directly to the RNI by TCP/IP backhaul communication. o. "RNI" identifies the regional network interfaces consisting of hardware and software used to gather, store, and report data collected by the FlexNet Base Stations from the SmartPoint Modules. p. "RP Field Equipment" means, collectively, FlexNet Base Stations, Echo Transceivers and Remote Transceivers. q. "RTMs" means the telemetric remote telemetry modules. r. "RTUs" means telemetric MicroRTU(TSfifi). s "Server Hardware" means the RNI hardware and the FlexServer hardware. I. SmartPoinP"Modules"identifies the Sensus transmission devices installed on devices such as meters, distribution automation equipment and demand/response devices located at Customers End Users premises that take the readings of the meters and transmit those readings by radio frequency to the relevant FlexNet Base Station, Remote Transceiver or Echo Transceiver. 25H-142 sEnsus PiViim brand Sensus Limited Warranty [eIl.1rUl:YR! 1. General Product Coverage. Unless otherwise provided herein, Sensus USA Inc. ('Sensus) warrants its products and parts to be free from defects in material and workmanship for one (1) year from the Sate of Sensus shipment and as set forth below. All products are sold to customer ("Customer') pursuant to Sensus' Terms of Sale, avail- able at: sensus.com/TC ("Terms of Sale'). 2. SR He and accuSTREAM17" 5/8", 3/4" 81" Meters are warranted to perform to new meter accuracy level set forth in the SR II and accuSTREAM Data Sheets available at sensus.com for five (5) years from the date of Sensus shipment or until the registration shown below, whichever occurs first. Sensus further warrants that the SR II and accuSTREAM meters will perform to at least AWWA Repaired Meter Accuracy Standards for fifteen (15) years from the date of Sensus shipment or until the registration shown below, whichever occurs first: New Meter Accuracy Repair Meter Accuracy 5/8' SR II Meter and accuSTREAM Meter 500,000 gallons 1,500,000 gallons 3/4' SR II Meter and 750,000 gallons 2,250,000 gallons accuSTREAM Meter 1'SR II Meter and 1,p00,000 gallons 3,000,000 gallons accuSTREAM Meter 3. ally Meters that register water flaw are warranted to perform to the accuracy level set forth in the ally Data Sheet available at sensus.com for fifteen (15) years from the Date of Installation, but no longer than sixteen (16) years from date of manufacture, not including the meter's sensors, valve, and gear motor, which are warranted under different terms described below. As used herein, "Date of Installation' means the date after which the ally Meter has been cut of empty pipe for seven (7) consecutive days, as those days are measured by the ally Meter and stored in the meter's nonvolatile memory. 4. iPERL® Meters that register water flow are warranted to perform to the accuracy levels set forth in the iPERL Data Sheet available at sensus.com for twenty (20) years from the date of Sensus shipment. The iPERL System Component warranty does not include the external housing. 5. SR II maincases are warranted to be free from defects in material and workmanship for twenty-five (25) years from the date of Sensus shipment. accuSTREAM maincases will be free from defects in material and workmanship for fifteen (15) years from the date of Sensus shipment. 6. Sensus OMNI— Meters and Propeller Meters are warranted to perform to as set forth in OMNI and Propeller data sheets for one (1) year from the date of Sensus shipment. 7. Sensus accuMAG— and HydroverseT`" Meters are warranted to be free from defects In material and workmanship, under normal use and service, for 18 months from the date of Sensus shipment or 12 months from startup, whichever occurs first. 8. Sensus Registers are warranted to be free from defects in material and workmanship from the date of Sensus shipment for the periods stated below or until the applicable registration for AWWA Repaired Meter Accuracy Standards, as set forth above, are surpassed, whichever occurs first: 5/8" thru 1" SR 11, accuSTREAM Standard Registers 25 years 5/8" thru 1" SR 11, accuSTREAM Encoder Registers 10 years All HSPU, IMP Contactor, R.E.R. Else ROR 1 year Standard and Encoder Registers for Propeller Meters 1 year OMNI and OMNI+ Registers with Battery 10 years 9. Sensus Electric and Gas Meters are warranted pursuant to the General Limited Warranty available at sensus.com/TC. 10. Batteries, iPERL System Components, AMR and FlexNete Communication Network AMI Interface Devices are warranted to be free from defects in material and workmanship from the date of Sensus shipment for the period stated below: Electronic TouchPad 10 years Act -Pak® Remote Monitoring Instruments 1 year Gas SmartPoint'® Modules and Batteries 20 years' 6500 series Hand -Held Device 2 years Vehicle Gateway Base Station (VGB) and other AMR Equipment 1 year Easyl-ink Reader 1 Year CPTP100 20 Years' FlexNet Base Station (including the R100NA and M400 products) 1 year RM4160 1 Year iPERL System Battery and iPERL System Components 20 years'' ' Sensus will repair or replace non -performs, Gas SredPoint Motlules(configured to the rectory setting of six bansmssions per day under normal system operation of up to one demand read to each SnmrtPoint Module per month and up to fire firmware downloads during the life of the product) and batterieso . Sensus will repair or replace non-perbrming CPTP100 modules (configured at rectory setting of bur transmissions per day under normal system operations of up to one demand read per month and up to fire firmware downloads during the life ofthe product) and batteries. Sensus Electronic Register+— 20 years4 Sensus Smart Gateway Sensor Interface 1 year' SmartPoint 510MI520MI515MI512M Modules and Batteries 20 years 11. ally'" Meter Batteries and Components, including SmartPoint 510M/520M Modules are warranted to be free from defects in material and workmanship from the Date of Installation, as defined in Section 3, for the period stated below: Batteries 15 years" Sensors 5 years Valve 8 Gear Motor 5 years' SmartPoint 510MI520M Modules and Batteries in service Wally 15 years` Sensus will repair or replace non -performs, iPERL System Batteries, andlor the iPERL System flowal e, the flow sensing and data processing assemblies, and the register ("iPERL System Components') with hourly reads, SmadPoint 510W520M/515W/512M-PLS Modules (configured to the factory setting of sic transmissions per day under normal system operation of up to one demand rend to each SmadPoint Module per month and up to five firmware downloads during the life of the product) and batteries, unless the Sman'dint 51OW520M Module is ever paired with an ally Meter, which event immediately amends the warranty terms to those described In Section 11, at no cost for the first fifteen (15) years f om the date of Sensus shipment, and for the remaining fie (5) years at a pmeted percentage, applied towards the publsetl let price in effect for the year the product is accepted by Sensus under the warranty conditions according to the following schedule: Years I Replacement Price 16 30% 17 40% 18 50% 19 60% 20 70% >20 100% Sensus will repair or replace non -performing Sensus Electronic Regster+with hourly reads for the first ten (10) years from the date of Sensus shipment, and for the remaining ten (10) years, at a prorated percentage, applied towards the published Ist pries in effect for the year product is accepted by Sensus under warranty Conditions according to the following schedule: Years ( Replacement Price Years I Replacement Price 30% 17 1 60% 13 ( 40% 19 1 70% 15 1 50% >20 1 100% Sensus Smad Gateway Sensor Interlace warranty valid only for analog Meter Sample Rates of four times per hour with a Standard Tended Rate of hourly or greater for the analog channel(s). If applicable, any SmadPoint SIOW520M Modules eTer paired with an ally Meter are warranted with the followim limitatiom: When configured to the default installation setting of six transmissions of metrology and pressure per day and one update of temperature per day, the SmadPoint is warranted to perform up to five (5) firmware upgrades For the SredPoint Module and up to five (5) firmware upgrades for the ally Meter, 25000perational Commands, where "Operational Commands" include on demand reads (such as consumption, pressure, temperature), an ally valve command, or a configuration command, and 15 Dixgnosr Commands, which includes two- way communications tests and installations For the first ten (toff years from Date of Installation at no cost For the remaining fire (5) years, Customer will pay the reduced Replacement Price of the thencurrent list price in effect at the line the product is accepted for return in accordance with the following schedule: Years Replacement Price Years Replacement Price 1-10 0% 14 65% 11 35% 15 75% 12 45% >15 100% 13 55% 7 Notwithstanding the foregoing, vahe and gear motor components of ally Meters are not warranted beyond two thousand (2000) Valve State Operations, even if the warranty period provitletl herein has not yet expired M used herein, "Vahe State Operations' means adjusMents of the Meter to open, close, or reduce flow. 2 5 H -143 Page 136 12. iPERL and ally Connectors and Cables are warranted to be free from defects in materials and workmanship, under normal use and service, for ten (10) years from the date of Sensus shipment. Nicor or Itron connectors included with a Sensus product are warranted awarding to the terms for Third -Party Devices in Section 13. 13. Third -Party Devices are warranted to be free from defects in materials and workmanship, under normal use and service, for one (1) year from the date of Sensus shipment. As used In this Senses Limited Warranty, 'Third Party Devices' means any product, device, or component part used with a Senses product that is man ufacturetl or sold by any party that is not Sensus. Failure of a Third Party Device which subsequently causes failure to a Senses device shall be the responsibility of the manufacturer of the Third Party Device. 14. Software. Software supplied and/or licensed by Sensus is supported according to the terms of the applicable software license or usage agreement. Sensus warrants that any network and monitoring services shall be performed in a professional and workmanlike manner. 15. Return. Sensus' obligation, and Customer's exclusive remedy, under this Sensus Limited Warranty Is, at Sensus option, to either (i) repair or replace the product, provided the Customer (a) returns the product to the location designated by Sensus within the warranty period; and (b) prepays the freight costs both to and from such location; or (ii) deliver replacement components to the Customer, provided the Customer Installs, at its cast, such components In or on the product (as instructed by Sensus), provided, that if Sensus requests, the Customer (a) returns the product to the location designated by Sensus within the warranty period; and (b) prepays the freight casts bath to and from such location. In all cases, if Customer does not return the product within the time period designated by Sensus, Sensus will invoice, and Customer will pay within thirty days of the Invoice date, for the cost of the replacement product and/or components. The return of products for warranty claims must fallow Sensus' Returned Materials Authorization (RMA) procedures. Water meter returns must include documentation of the Customer's test results. Test results must be obtained according to AWWA standards and must specify the meter serial number. The test results will not be valid if the meter is found to contain foreign materials. If Customer chooses not to test a Sensus water meter prior to returning it to Sensus, Sensus will repair or replace the meter, at Sensus' option, after the meter has been tested by Sensus. The Customer will be charged Sensus' then current testing fee. All product must be returned in accordance with the RMA process. Far all returns, Sensus reserves the right to request meter read- ing records by serial number to validate warrantyclaims. For products that have become discontinued or obsolete ('Obsolete Product-), Sensus may, at its discretion, replace such Obsolete Product with a different product model ('New Product-), provided that the New Product has substantially similar features as the Obsolete Product. The New Product shall be warranted as set forth in this Sensus Limited Warranty. THIS SECTION 15 SETS FORTH CUSTOMER'S SOLE REMEDY FOR THE FAILURE OF THE PRODUCTS, SERVICES OR LICENSED SOFTWARE TO CONFORM TO THEIR RESPECTIVE WARRANTIES. 16. Warranty Exceptions and No Implied Warranties. This Sensus Limited Warranty does not include costs for removal or installation of products, or costs for replacement labor or materials, which are the responsibility of the Customer. The warranties in this Sensus Limited Warranty do not apply to and Sensus has no liability for goods that have been: installed improperly or in non -recommended installations; installed to a socket that is not functional, or is not in safe operating condition, or is damaged, or is in need of repair; tampered with; modified or repaired with parts or assemblies not certified in writing by Sensus, including without limitation, communication parts and assemblies: Improperly modified or repaired (including as a result of modifications required by Sensus); converteQ altered; damageq read by equipment not approved by Sensus; for water meters, used with substances other than water, used with non -potable water, or used with water that contains dirt, debris, deposits, or other impurities; subjected to misuse, improper storage, improper care, improper maintenance, or improper periodic testing (collectively, 'Exceptions.-). If Sensus identifies any Exceptions during examination, troubleshooting or performing any type of support on behalf of Customer, then Customer shall pay far and/or reimburse Sensus for all expenses incurred by Sensus in examining, troubleshooting, performing support activities, repairing or replacing any Equipment that satisfies any of the Exceptions defined above. The above warranties do not apply in the event of Force Majeure, as defined in the Terms of Sale. THE WARRANTIES SET FORTH IN THIS SENSUS LIMITED WARRANTY ARE THE ONLY WARRANTIES GIVEN WITH RESPECT TO THE GOODS, SOFTWARE, SOFTWARE LICENSES AND SERVICES SOLD OR OTHERWISE PROVIDED BY SENSUS. SENSUS EXPRESSLY DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS, WARRANTIES, CONDITIONS, EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE, REGARDING ANY MATTER IN CONNECTION WITH THIS SENSUS LIMITED WARRANTY OR WITH THE TERMS OF SALE, INCLUDING WITHOUT LIMITATION, WARRANTIES AS TO FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON -INFRINGEMENT AND TITLE. SENSUS ASSUMES NO LIABILITY FOR COSTS OR EXPENSES ASSOCIATED WITH LOST REVENUE OR WITH THE REMOVAL OR INSTALLATION OF EQUIPMENT. THE FOREGOING REMEDIES ARE CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES FOR THE FAILURE OF EQUIPMENT, LICENSED SOFTWARE OR SOFTWARE SERVICES, AND OTHER SERVICES TO CONFORM TO THEIR RESPECTIVE WARRANTIES. 17. Limitation of Liability. SENSUS' AGGREGATE LIABILITY IN ANY AND ALL CAUSES OF ACTION ARISING UNDER, OUT OF OR IN RELATION TO THIS AGREEMENT, ITS NEGOTIATION, PERFORMANCE, BREACH OR TERMINATION (COLLECTIVELY 'CAUSES OF ACTION.) SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO SENSUS UNDER THIS AGREEMENT. THIS IS SO WHETHER THE CAUSES OF ACTION ARE IN TORT, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR STRICT LIABILITY, IN CONTRACT, UNDER STATUTE OR OTHERWISE. AS A SEPARATE AND INDEPENDENT LIMITATION ON LIABILITY, SENSUS' LIABILITY SHALL BE LIMITED TO DIRECT DAMAGES. SENSUS SHALL NOT BE LIABLE FOR: (1) ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES: NOR (11) ANY REVENUE OR PROFITS LOST BY CUSTOMER OR ITS AFFILIATES FROM ANY END USER(S), IRRESPECTIVE OF WHETHER SUCH LOST REVENUE OR PROFITS IS CATEGORIZED AS DIRECT DAMAGES OR OTHERWISE; NOR (111) ANY IN/OUT COSTS; NOR (IV) MANUAL METER READ COSTS AND EXPENSES; NOR (V) DAMAGES ARISING FROM MAINCASE OR BOTTOM PLATE BREAKAGE CAUSED BY FREEZING TERMPERATURES, WATER HAMMER CONDITIONS, OR EXCESSIVE WATER PRESSURE. 'IN/OUT COSTS' MEANS ANY COSTS AND EXPENSES INCURRED BY CUSTOMER IN TRANSPORTING GOODS BETWEEN ITS WAREHOUSE AND ITS END USER'S PREMISES AND ANY COSTS AND EXPENSES INCURRED BY CUSTOMER IN INSTALLING, UNINSTALLING AND REMOVING GOODS. 'END USER" MEANS ANY END USER OF ELECTRICITYNVATER/GAS THAT PAYS CUSTOMER FOR THE CONSUMPTION OF ELECTRICITYIWATER/GAS, AS APPLICABLE. The limitations on liability set forth in this Agreement are fundamental inducements to Sensus entering into this Agreement. They apply unconditionally and in all respects. They are to be interpreted broadly so as to give Sensus the maximum protection permitted under law. 25H-144 Page 137 Sensus AMI System Performance Warranty CP-C-WAR-00-01-0814-Ot-A 1. Terms of Sale Sensus USA Inc. ("Sensus") warrants the performance of the AMI System to the Customer as set forth below. This warranty and all products and services sold or othenvise provided by Sensus directly to the Customer are pursuant to the Sensus Teems of Sale, available at hfto://nasensuscom/TC/TermConditions.pd ("Terms of Sale"). 2. Performance Warranty. The "Performance Warren M is as follows: Warranty. Sensus warrants to Customer that the AMI System deployed for a particular Utility Customer meets the performance test standards set forth below in section 3 ("Performance Test Standards") from the Effective Date until the Warranty End Date. If the Utility Customer's AMI System does not meet such Performance Test Standards, then as Sensus'sole obligation and Customer's sole remedy, Sensus shall take steps that Sensus deems necessary, in Serra le discretion, to cause the AMI System to satisfy the Performance Test Standards. Such steps may include Sensus' delivery to the Utility Customer (without charge to the Utility Customer) the hardware for additional RF Field Equipment provided that all RF Field Equipment shall be located and installed as directed by Sensus. Utility Customer shall have title to all equipment provided pursuant to this subsection (A). Notwithstanding anything to the contrary, Customer shall pay for any Recurrent RF Field Equipment Fees and any Ongoing Fees for all equipment provided pursuant to this subsection (A). Limitations. The Performance Warranty shall only apply; (i) to the Meter Data; (ii) from the Effective Date until the Warranty End Date; (iii) if Sensus has completed a propagation study for the applicable Utility Customer based on the Performance Test Standards, such propagation study has been approved in writing (including without limitation, by email) by Sensus, and such propagation study has been agreed to in writing (including without limitation, by email) by the Utility Customer ("Certified Propagation Study) (for clarity, the Certified Propagation Study consists of all documents of the propagation study, including without limitation, the server map and the document describing the Required RF Field Equipment locations and antennae details); (iv) if the Utility Customer has entered into a Spectrum Lease Agreement with Sensus; (v) if all the Required RF Field Equipment identified in the Certified Propagation Study is installed; (vi) if the Required RF Field Equipment is installed as described in the Certified Propagation Study, including without limitation, in the locations and at the heights identified in the Certified Propagation Study, and (vii) the Required RF Field Equipment is operating and has been maintained to Sensus' specifications (collectively, the "Requirements). If any Requirement is not satisfied, then: the Performance Warranty is void; Sensus has no obligation to remedy the AMI System performance; Sensus has no obligation to provide RF Field Equipment hardware at no cost and Customer is responsible for purchasing such RF Field Equipment, even if it is necessary to meet the specifications set forth in the Performance Test Standards. Furthermore, if new and/or different RF Field Equipment locations are required as a result of not meeting any Requirements, Customer agrees to: pay Sensus for the completion of any additional propagation studies; pay Sensus for the additional RF Field Equipment hardware; perform the necessary site preparation; and pay for any Recurrent RF Field Equipment Fees and any Ongoing Fees for all equipment purchased pursuant to this subsection (B). Any equipment required pursuant to this subsection (B) is added to the definition of'Required RF Field Equipment" 3. Performance Test Standards A. Generally. i. The parties shall mutually agree on specific reading routes (each a "Route). Each Route will be separately tested with the intent to provide incremental acceptance of distinctly defined geographical areas and populations of meters. Each Route shall contain a statistical sample of Test Units ("Route Units"). Route Units only include the Test Units installed in the applicable Route. For Utility Customers with any combination of water, gas, and electricity Endpoints, the water Endpoints, gas Endpoints, and electricity Endpoints will each be tested separately according to the procedure below. For clarity, a single Route will not have a combination of water, gas, and electricity meters, but it will consist of only water, gas, or electricity Test Units. ii. Before beginning the Performance Test Standards, all Route Units must be installed. Customer shall send written notice to Sensus once the Test Equipment and all Route Units are installed ("Route Deployment"). Such notice shall indicate the date on which the Route Deployment was completed ("Route Deployment Date). iii. Within thirty (30) days after the Route Deployment Date, the parties shall begin the Performance Test Standards on the Route. Customer, Utility Customer, and Sensus shall work in good faith to complete the Performance Test Standards no later than thirty (30) days after commencement of testing. B. Route Read Success Test i. The Route Read Success Test will measure the percentage of Route Units that deliver valid billable meter reads during the Billing Window. The Route Read Success Test only measures reads sent from the Route Units; it does not include on demand reads. The commencement date of the Billing Window shall be agreed by Customer and Sensus. (#of Route Units than deliver valid billade nueor Route Read Success= 100x read during the Billing Window) total # or Route Unit in the applicede Reuo) H. If Route Read Success is equal or greater than the Success Percentage during one Billing Window, the Performance Test Standards for that Route has passed. Customer shall promptly issue written notice to Sensus that either (a) Sensus has not successfully completed the Performance Test Standards for the applicable Route; or (b) Sensus has successfully completed the Performance Test Standards for the applicable Route and such notice shall specify the applicable Route and shall state the date on which the Route Read Success Test was successfully completed. If Customer does not issue such notice within five days of completion of the test, then the test is automatically deemed successfully passed. Sensus has no obligation to continue optimizing the system and meeting performance specifications upon successful completion of the Performance Test Standards for each Route. This process shall continue until all Routes have successfully completed the Performance Test Standards. If Sensus does not successfully complete the Performance Test Standards for the applicable Route, then upon receipt of notice, Sensus shall fulfill its obligations in Section 2 above, and the applicable Route shall be retested within a reasonable time. iii. Upon completion of the Performance Test Standards for all Routes, Customer shall promptly issue written notice to Sensus that either (a) Sensus has not successfully completed the Performance Test Standards for the AMI System; or (b) Sensus has successfully completed the Performance Test Standards for the AMI System and such notice shall state the date on which the Performance Test Standards was successfully completed. If Customer does not issue such notice within five days of completion of the tests, then the Performance Test Standards for the AMI System is automatically deemed successfully passed. If Sensus does not successfully complete the Performance Test Standards, then upon receipt of notice, Sensus shall fulfill its obligations in Section 2 above, and the AMI System shall be retested within a reasonable time. THE WARRANTY SET FORTH IN SECTION 2 OF THIS PERFORMANCE WARRANTY IS THE ONLY WARRANTY RELATED TO THE PERFORMANCE OF THE AMI SYSTEM. SENSUS EXPRESSLY DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS, WARRANTIES, CONDITIONS, EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE, REGARDING ANY MATTER IN CONNECTION WITH THESE TERMS OF SALE, INCLUDING WITHOUT LIMITATION, WARRANTIESASTO FITNESS FORA PARTICULAR PURPOSE, MERCHANTABILITY, NON -INFRINGEMENT AND TITLE. SENSUS ASSUMES NO LIABILITY FOR COSTS OR EXPENSES ASSOCIATED WITH LOST REVENUE OR WITH THE REMOVAL OR INSTALLATION OF EQUIPMENT. THE FOREGOING REMEDIES ARE CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES FOR THE PERFORMANCE OF THE AMI SYSTEM. Limitation of Liability. SENSUS' AGGREGATE LIABILITY IN ANY AND ALL CAUSES OF ACTION ARISING UNDER, OUT OF OR IN RELATION TOTHIS WARRANTYANDALL OTHERAGREEMENTS BETWEEN SENSUSAND CUSTOMER, THEIR NEGOTIATION, PERFORMANCE, BREACH OR TERMINATION (COLLECTIVELY "CAUSES OF ACTION") SHALL NOT EXCEED (1) IF CUSTOMER IS ALSO THE UTILITY CUSTOMER, THE TOTAL AMOUNT PAID BY CUSTOMER TO SENSUS; OR (II) IF CUSTOMER IS NOT THE UTILITY CUSTOMER, THE TOTAL AMOUNT PAID BY CUSTOMER TO SENSUS SOLELY IN RELATION TO THE UTILITY CUSTOMER. THIS IS SO WHETHER THE CAUSES OF ACTION ARE IN TORT, INCLUDING WITHOUT LIMITATION, NEGLIGENCE OR STRICT LIABILITY, IN CONTRACT, UNDER STATUTE OR OTHERWISE. AS ASEPARATE AND INDEPENDENT LIMITATION ON LIABILITY, SENSUS' LIABILITY SHALL BE LIMITED TO DIRECT DAMAGES. SENSUS SHALL NOT BE LIABLE FOR: (1) ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; NOR (II) ANY REVENUE OR PROFITS LOST BY CUSTOMER, UTILITY CUSTOMER OR EITHER OF THEIR AFFILIATES FROM ANY END USER(S), IRRESPECTIVE OF WHETHER SUCH LOST REVENUE OR PROFITS IS CATEGORIZEDAS DIRECT DAMAGES OR OTHERWISE; NOR (III)ANY IN/OUT COSTS; NOR (IV) MANUAL METER READ COSTS AND EXPENSES. The limitations on liability set forth herein are fundamental inducements to Sensus. They apply unconditionally and in all respects. They are to be interpreted broadly so as to give Sensus the maximum protection permitted under law. To the maximum extent permitted by law, no Cause of Action may be instituted against Sensus more than TWELVE (12) MONTHS after the Cause of Action first arose. In the calculation of any damages in any Cause of Action, no damages incurred more than TWELVE (12) MONTHS prior to the fling of the Cause of Action shall be recoverable. 25H-145 SEnsus Sensus AMI System Performance Warranty Definitions. Any terms used in this Performance Warranty as defiled terms, and which are not defined herein, shall have the meanings given to those terms in the Terms of Sale, as defiled above. A "AMI System" identifies the Sensus FlexNet Advanced Meter Infrastructure System deployed by the Customer, comprised of the SmarlPoint Modules, RF Field Equipment, regional network interface (RNI), software, FCC licenses, and other Sensus equipment provided to Customer and/or to the Utility Customer. The AMI System only includes the foregoing, as provided by Sensus to the Utility Customer, either directly or through a Sensus authorized distributor. The AMI System does not include goods, equipment, software, licenses or rights provided by a third party(ies). B. "Available Meter means an installed Sensus FlexNet meter (with a SmartPoint Module installed) or a Sensus SmarlPoint Module which has been installed on a third party meter, and which, in either case, is not an Unavailable Meter (or on an Unavailable Meter in the case of SmarlPoint Modules on third party meters) and Mich satisfies all of the following criteria: (i) it functions properly, is powered, and is not a damaged or failed meter; (ii) if applicable, it is in a deployment area of meters such that a sufficient number of two-way meters are in range of each other, (ii) it is serviced by RF Field Equipment that has not been subjected to a power failure greater than eight (8) total tours; (iv) neither it nor the RF Field Equipment that serves that meter has been affected by a Force Majeure event; (v) jamming of the radio spectrum is not preventing or interfering with radio communication to or from the meter; (vi) it is installed in the Service Territory; (vii) it has not been reported to Utility Customer under Sensus' or Ufility Customer's preventative maintenance; (viii) its functioning or performance has not been adversely affected by a failure of Customer and/ or Utility Customer to perform its obligations or tasks for which it is responsible, including without limitation, testing and confirming that the socket to which the meter will be/is connected is in safe operating condition, is fully functional, is not corroded, does not contain improperly installed jaws or other deficiencies, complies with ANSI standards, and is not "hot, damaged, or otherwise in need of maintenance or repair; (Ix) its functioning or performance has not been adversely affected by a failure or insufficiency ofthe back haul telecommunications network for communications among the components of the SensusAMI System; and (x) it has been installed incompliance with the procedures and specifications approved by Customer and Sensus. C. "Billing WindmV for a meter means the four day period commencing one day prior to the relevant billing day for such meter and ending two days after such billing day. The Billing Window for testing purposes shall be agreed by Customer and Sensus. D. "Customer" means the entity that purchases goods and/or services directly from Sensus. E. "Effective Date" means the date the Ufility Customer signs the Spectrum Lease Agreement between Utility Customer and Sensus. F. "End User' means any end user of electricity, water, and/or gas (as applicable) that pays Ufility Customer for the consumption of electricity, water, and/or gas, as applicable. G. "Endpoints" mean both (a) Sensus FlexNet meters (with a SmartPoint Module installed); and (b) Sensus SmartPoint Modules which have been installed on a third party meter H. "Force M*urd means an event beyond a party's reasonable control, including without limitation, acts of God, hurricane, flood, volcano, tsunami, tomado, storm, tempest, mudslide, vandalism, illegal or unauthorized radio frequency interference, strikes, lockouts, or other industrial disturbances, unavailability of component parts of any goods provided hereunder, acts of public enemies, wars, blockades, insurrections, riots, epidemics, earthquakes, fires, restraints or prohibitions by any court, board, department commission or agency of the United States or any States, any arrests and restraints, civil disturbances and explosion. I. "INOut Costs" means any costs and expenses incurred in transporting goods between to and from End User's premises and any costs and expenses incurred in installing, uninstalling and removing goods. J. "Meter Data' means the specific metering information, including without limitation, locations and antenna heights, provided to Sensus by Utility Customer in writing prior to the earlier of the; @ Effective Date; and (ii) the date set forth on the propagation study (collectively the "Data Date"). The parties recognize and agree that the RF Field Equipment site design and build is based on the specific Meter Data provided to Sensus. For clarity, the Meter Data only contains the information specifically provided to Sensus by the Utility Customer in writing prior to the Data Date. By way of example only (and not as an exhaustive list), the "Meter Data" includes the latitudes and longitudes of each meter, the location of each module either inside or outside (outside is assumed), and, for meters in pits, whether the radio is installed through or under the lid (the assumption is through the lids). New or different metering locations and/ or antenna heights provided after the Data Date are not included as part of the Meter Data. K. "Ongoing fees" means any reoccurring monthly or annual fees, including without limitation, fees for software and spectrum leases. L. "Recurrent RF Field Equipment Fees" means any and all costs, fees, and expenses required to; (i) warrant the RF Field Equipment; and (ii) install and keep the RF Field Equipment located in the field, including without limitation, site procurement and preparation fees, fees related to building poles or towers, tower lease fees, costs of electricity supply, and any local, state, or federal government taxes or charges. M. "Remote Transceiver' identifies the Sensus standalone, mounted relay device that takes the radio frequency readings from the SmartPoint Modules and relays them directly to the RNI by TCP/IP backhaul communication. N. "Required RF Field Equipment" means the number, location, and height of the RF Field Equipment setforth in the Certified Propagation Study. 0. "RF Field Equipment" means the FlexNet Base Stations, Echo Transceivers, and Remote Transceivers. P. "Service Territory' identifies the geographic area where Ufility Customer provides electricity, water, and/or gas (as applicable) services to End Users as of the Effective Date. This area will be described in Utility Customer and Sensus'spectrum lease fling with the FCC. Q. "Spectrum Lease Agreement" means a written, signed agreement between Sensus and Utility Customer whereby the Ufility Customer leases certain spectrum fmm Sensus. The Spectrum Lease Agreement may be included as part of a larger agreement, such as an AMI Agreement or a Software License and Spectrum Lease Agreement. R. "Success percentage" means, of the covered meters in the propagation study, 98.5%, S. "Test Equipment' means the number of RF Field Equipment and production RNIs set forth in the Certified Propagation Study. The Test Equipment specifically does not include test RNIs or backup RNIs; it only includes production RNIs. T "Test Units" means Endpoints that are both; (i) Available Meters throughout the entire test period; and (ii) are covered meters, as depicted on the Certified Propagation Study. U. "Unavailable Meters" include meters with sockets with power cut at the pole, meters that are booted on the line side, sockets that are not provided power due to a power delivery system failure, meters with tamper, theft or other human induced failures that render the meter or SmartPoint Module incapable of providing a read, a Force Majeure event induced failures of the power delivery system, socket or meter, and/ or any system or meter maintenance issue that precludes the meter from transmitting its message to the network. Examples of Unavailable Meters include: (i) Cut At Pole: a meter for which power has been turned off to the socket by Ufility Customer; (ii) Booted on Line Side: nominally a meter for which power has been turned off by placing "boots" in the socket from which the power to the meter has effectively been turned off, (iii) Failed or flawed power delivery to the meter socket: Utility Customer pourer generation, distribution or delivery system failure that has effectively turned off power to the socket and/or meter; (iv) Tampered Meters: sockets, meters or distribution assets that have been modified by unauthorized personnel rendering the meter incapable of providing accurate usage readings from that meter; (v) Broken TouchCoupler unit: the TouchCoupler unit is damaged by intentional or unintentional acts;(vi) Broken Clip: the clip that holds the TouchCoupler unit into the radio package housing is broken and the unit cannot complete the inductive electrical connection; (vii) Improper installation of the TouchCoupler unit: the TouchCoupler unit is not pushed all the way into the housing clip causing the unit to not be able to complete the inductive electrical connection; (viii) Unit not installed through the pit lid: the unit is not installed with the antenna positioned through the pit lid and properly secured with the retaining nut. The radio unit must also be securely attached to the antenna section; (x) Radio unit not securely attached to the Antenna unit The water -proof SmartPoint Module housing is not properly installed and secured to the antenna unit; (x) Damaged antenna: the units antenna is damaged by intentional or unintentional acts; (xi) Damaged radio package: the unit's water -proof radio package is damaged by intentional or unintentional acts; (xii) Data Base errors: the unit is removed from the system but not updated in the database. The unit is still shown as in the system when in fact has been removed; (xiii) Phantom Units: the unit is removed from the system but is still transmitting and being heard by the system; and (xiv) Other Installabon Defect the unit is otherwise installed improperly so that it does not communicate with the FlexNet Base Station. V. "Utility Customer' means the utility customer that uses the Sensus goods and services in its AMI System regardless of whether such goods and services are purchased directly from Sensus or from a Sensus authorized distributor. For clarity, the Utility Customer is also the Customer if the Utility Customer purchases directly from Sensus. W. "Warranty End Date" means the earlier of, (i) the third anniversary of the Effective Date; (ii) successful completion of the applicable Performance Test Standards; or (iii) the termination or expiration of the Spectrum Lease Agreement between Utility Customer and Sensus. 8601 Six Forks Road, Suite 700 2 5 H -146 Raleigh, 27615 SEPRSU5 1-800-638-8-3748 sEnsus a xylem brand Software as a Service and Spectrum Lease Agreement EXHIBIT 2 between CITY OF SANTA ANA, CALIFORNIA ("Customer") and Sensus USA Inc. ("Sensus") IN WITNESS WHEREOF, the parties have caused this Software as a Service and Spectrum Lease ("Agreement") to be executed by their duly authorized representatives as of the day and year written below. The date of the last party to sign is the "Effective Date." This Agreement shall commence on the Effective Date and continue for/until: 5 Years ("Initial Term'). At the end of the Initial Term, this Agreement shall automatically renew for an additional term of 5 years ("Renewal Term"). The "Term" shall refer to both the Initial Term and the Renewal Term. This Agreement contains two parts: Part (1) is The FCC Notification for Spectrum Manager Lease, to be filed with the FCC by Sensus on behalf of the Customer and Part (2) is a Software as a Service and Spectrum Lease between Sensus and Customer. Together, these two parts create the Agreement. Sensus USA Inc. By: Name: Tim Harriger Customer: CITY OF SANTA ANA CA By Name: Kristine Ridge Title: VP Sales, NA Water Title: City Manager Date: / 0 Z.1 I a Date. Contents of this Agreement: Approved as to Form Part 1: Notification for Spectrum Manager Lease, Part 2: Agreement Exhibit A Software JoW M. Funk Exhibit B Technical Support Assistant City Attorney Attest Daisy Gomez Clerk of the Council Recommended for Approval Nabil Saba Executive Director Public Works Agency 25H-147 Part 1: Notification for Spectrum Manager Lease In order for Sensus to apply to the FCC on the Customer's behalf for a spectrum manager lease, Customer must complete the information below in boxes one (1) through ten (10) and certify via authorized signature. Customer's signature will indicate that Customer authorizes Sensus to file the spectrum manager lease notification on FCC Form 608 with the Customer as spectrum Lessee, and if Customer does not already have one, ownership disclosure information on FCC Form 602. Customer/Lessee Name: City of Santa Ana Attention To: Nabil Saba Name of Real Party in Interest. Street Address. 20 Civic Center Plaza City. Santa Ana State CA Zip: 92702 Phone. 714-647-5400 Fax Email. NSaba@santa-ana.org Is Customer contact information same as above? ®Yes ❑No (If No, complete box 2 below) 2. Additional Customer/Lessee Contact Information Company Name: Attention To'. Street Address: City: State: Zip: Phone: Fax: Email: 3. Customer/Lessee is a(n) (Select one): El Individual I ❑ Unincorporated Association I ❑Trust ®Government Entity I El Corporation I ❑ Limited Liability Company I El General Partnership ❑Limited Partnership I ❑Limited Liability Partnership I ❑Consortium I ❑ Other FCC Form 602: FCC File Number of Customer's Form 602 Ownership Information: . If Customer has not fled a Form 602, Sensus will file one for Customer. Please complete questions 5, 6, and 7 below if Customer does not have a Form 602 on file. Customer must complete items 8, 9 and 10 irrespective of whether Customer has an ownership report on file. Customer Tax ID: 95-6000785 Individual Contact For FCC Matters Please designate one individual (the Director of Public Works or similar person) who is responsible to the FCC for the operation of the FlexNet radio system. Name Nabil Saba Title: Executive Director, Public Works Agency Email: NSaba@santa-ana.org Phone: 714-647-5400 7. Ownership Disclosure Information If Customer/Lessee is a government entity, list the names of the Mayor and all Council Members below, as well as verify citizenship and ownership interests in any entity regulated by the FCC. Such ownership must be disclosed where a mayor/council member owns 10%or more, directly or indirectly, or has operating control of any entity subject to FCC regulation. If any answer to Ownership question is Yes, or any answer to Citizenship question is No, provide an attachment with further explanation. US Citizen? Ownership Disclosure? Mayor: Miguel Pulido ®Yes El No ❑Yes ❑Na Council Member: Vicente Sarmiento ®Yes El No ❑Yes ❑Na Council Member: David Pensioza ®Yes El No ❑Yes ❑No Council Member: Jose Solorio ®Yes El No ❑Yes ❑No Confidential I Page 2 of 14 25H-148 Council Member: Phil Bacerra ®Yes El No ❑Yes ❑No Council Member: Juan Villages ®Yes El No ❑Yes ONO Council Member: Nelida Mendoza ®Yes El No ❑Yes ONO Council Member: ❑Yes El No ❑Yes ❑No Council Member: ❑Yes El No ❑Yes ❑No Council Member: ❑Yes El No ❑Yes ONO Basic Qualification Information 1) Has the Customer or any party to this application had any FCC station authorization, license, or construction permit revoked or had any application for an initial, modification or renewal of FCC station authorization, license or construction ❑Yes NNo permit denied by the Commission? 2) Has the Customer or any party to this fling, or any party directly or indirectly controlling the Customer or any parry to ❑Yes ONO this fi ling ever been convicted of a felony by any state or federal court? 3) Has any court finally adjudged the Customer or any parry directly or indirectly controlling the Customer guilty of unlawfully monopolizing or attempting to unlawfully monopolize radio communication, directly or indirectly, through control ❑Yes NNo of manufacture or sale of radio apparatus, exclusive traffic arrangement, or any other means or unfair methods of competition? 10. Customer/Lessee Certification Statements 1 The Customer/Lessee agrees that the Lease is not a sale or transfer of the license itself. NYes 2) The CustomerlLessee acknowledges that it is required to comply with the Commission's Rules and Regulations and other applicable law at all times, and if the Customer/Lessee fails to so comply, the Lease may be revoked, cancelled, or ®Yes terminated by either the Licensee or the Commission. 3) The Customer/Lessee certifies that neither it nor any other parry to the Application/Notification is subject to a denial of Federal benefits pursuant to Section 5301 of the Anti -Drug Abuse Act of 1988, 21 U.S.0 § 862, because of a conviction for NYes possession or distribution of a controlled substance (See Section 1.2002(b) of the rules, 47 CFR § 1.2002(b), for the definition of "party to the application" as used in this certification. 4) The Customer/Lessee hereby accepts Commission oversight and enforcement consistent with the license and lease authorization. The Lessee acknowledges that it must cooperate fully with any investigation or inquiry conducted either by the Commission or the Licensee, allow the Commission or the Licensee to conduct on -site inspections of transmission NYes facilities, and suspend operations at the direction of the Commission or the Licensee and to the extent that such suspension ofoperation would be consistent with applicable Commission policies. 5) The Customer/Lessee acknowledges that in the event an authorization held by a Licensee that has associated with it a spectrum leasing arrangement that is the subject of this fling is revoked, Cancelled, terminated, or otherwise ceases to be in effect, the Customer/Lessee will have no continuing authority to use the leased spectrum and will be required to [Ryes terminate its operations no later than the date on which the Licensee ceases to have any authority to operate under the license, unless otherwise authorized by the Commission. 6) The Customer/Lessee agrees the Lease shall not be assigned to any entity that is not eligible or qualified to enter into a ®Yes spectrum leasing arrangement under the Commission's Rules and Regulations. 7)The Customer/Lessee waives any claim to the use of any particular frequency or of the electromagnetic spectrum as against the regulatory power of the United States because of the previous use of the same, whether by spectrum lease or NYes otherwise. 8) The Customer/Lessee certifes that it is not in default on any payment for Commission licenses and that it is not NYes delin uent on any non -tax debt owed to any federal agency. The Customer/Lessee certifies that all of its statements made in this Application/Notification and in the schedules, exhibits, attachments, or documents incorporated by reference are material, are part of this ApplicationlNotification, and are true, complete, correct, and made in good faith. The Customer/Lessee shall notify Sensus in writing in the event any information supplied on this form changes. CITY OF SANTA ANA CA By: Title. Name: Date: FAILURE TO SIGN THIS APPLICATION MAY RESULT IN DISMISSAL OF THE APPLICATION AND FORFEITURE OF ANY FEES PAID. WILLFUL FALSE STATEMENTS MADE ON THIS FORM OR ANY ATTACHMENTS ARE PUNISHABLE BY FINE AND/OR IMPRISONMENT (U.S. Code, Title 18, Section 1001) AND/OR REVOCATION OF ANY STATION LICENSE OR CONSTRUCTION PERMIT (U.S. Code, Title 47, Section 312(a)(1)) AND/OR FORFEITURE (U.S. Code Title 47, Section 583). Confidential I Page 3 of 14 25H-149 Part 2: Agreement General A. Agreement Generally. The scope of this Agreement includes usage terms for Sensus' hosted Software solution, leased spectrum, technical support, and supporting terms and conditions for an advanced metering infrastructure solution that Customer will purchase from Sensus' authorized distributor. Customer is not paying Sensus directly for the services provided by Sensus under the Agreement; rather, Customer shall pay Sensus' authorized distributor pursuant to a separate agreement between Customer and such authorized distributor. Software. A. Software as a Service (SaaS). Sensus shall provide Customer with Software as a Service, as defined in Exhibit A, only so long as Customer is current in its payments for such services. B. UCITA. To the maximum extent permitted by law, the Parties agree that the Uniform Computer Information Transaction Act as enacted by any state shall not apply, in whole or in part, to this Agreement. Spectrum A. Definitions in this Section 3. In this Section 3 only, 'Sensus shall mean Sensus USA Inc. and its wholly owned subsidiary, Sensus Spectrum -I-C. B. Spectrum Lease. Sensus hereby grants to Customer, and Customer accepts, a spectrum manager lease ('Spectrum Lease') over the frequencies of certain FCC license(s) ("FCC License") solely within Customer's Service Territory. (The frequencies of the FCC License within Customer's geographic Service Territory are called the "Leased Spectrum "). Customer shall pay the Ongoing Fees for use of the Leased Spectrum which will be included within the annual hosting fees purchased from Sensus' authorized distributor. C. FCC Forms. At the Federal Communications Commission ("'), Sensus will; (1) obtain an FCC Registration Number ("FRN')) for Customer; (2) submit on behalf of Customer the FCC Form 602 Ownership Disclosure Information if Customer has not already done so; and (3) file a FCC Form 608, notification/application for long-term spectrum manager lease. This Lease becomes effective when the FCC accepts the FCC Form 608. D. Lease Application. In order to complete the FCC lease application, Customer will promptly: I. Complete and sign the representations in Part 1 of this Agreement such that Customer demonstrates it qualifies for a spectrum lease under FCC rules. Customer's signature will indicate that Customer authorizes Sensus to; (1) obtain an FRN on behalf of Customer; (2) submit the FCC Form 602 Ownership Disclosure Information on behalf of Customer if Customer has not already done so; and (3) file the spectrum manager lease notification on FCC Form 608 with the Customer as spectrum lessee. ii. Give Sensus the coordinates of the boundaries of Customer's Service Territory or, alternatively, approve Sensus' estimation of the same. iii. If Customer has not already done so; Customer hereby authorizes Sensus to apply on Customer's behalf and obtain for Customer a Federal Registration Number (FRN, the FCC's unique identifier for each licensee) and shall supply Sensus with Customer's Taxpayer Identification Number ('TIN'). V. Provide any other information or other cooperation reasonably necessary for the Parties to perform as set forth herein. E. Permitted Use of Spectrum Lease and Equipment. Customer may transmit or receive over the Leased Spectrum only in the Service Territory and only using FlexNet equipment manufactured by Sensus and used in accordance with Sensus' specifications. Customer may use the Leased Spectrum only to read and direct Field Devices or any other operation approved by Sensus in writing. Without limiting the foregoing, Customer is prohibited from reselling, subleasing or sublicensing the FlexNet Equipment and Leased Spectrum, and from transmitting voice communications over the Leased Spectrum. For each piece of RF Field Equipment used by Customer, Customer shall affix a Sensus-supplied label to the exterior of the RF Field Equipment cabinet or other appropriate visible place to indicate that RF operation is conducted under authority of FCC License(s) issued to Sensus. F. FCC Forms. At the Federal Communications Commission (FCC), Sensus will; (1) obtain an FCC Registration Number (FRN) for Customer; (2) submit on behalf of Customer the FCC Form 602 Ownership Disclosure Information if Customer has not already done so; and (3) file a FCC Form 608, notif rationlappliration for long-term spectrum manager lease. This Lease becomes effective when the FCC accepts the FCC Form 608. G. Term of Spectrum Lease. Unless terminated earlier (because, for example, Customer stops using the FlexNet equipment or because this Agreement terminates or expires for any reason), this Spectrum Lease will have the same term as the FCC license. If Customer is operating in compliance with this Agreement and is current on any payments owed to Sensus, when the FCC License renews, the Parties will apply to the FCC to renew this Spectrum Lease. H. Termination of Spectrum Lease. The Spectrum Lease will terminate: (a) two months after Customer stops transmitting with FlexNet equipment manufactured by Sensus; (b) upon termination, revocation or expiration of the FCC License; (c) upon Customer's breach of this Agreement; or (d) upon termination or expiration of this Agreement for any reason. I. FCC Compliance. The following FCC requirements apply I. Pursuant to 47 CFR 1.9040(a); a. Customer must comply at all times with applicable FCC rules. This Agreement may be revoked by Sensus or the FCC if Customer fails to so comply; b. If the FCC License is terminated, Customer has no continuing right to use the Leased Spectrum unless otherwise authorized by the FCC; c. This Agreement is not an assignment, sale or other transfer of the FCC License; d. This Agreement may not be assigned except upon written consent of Sensus, which consent may be withheld in its discretion; and e. In any event, Sensus will not consent to an assignment that does not satisfy FCC rules. ii. Referencing 47 CFR 1.9010, Sensus retains dejureand de facto control over the applicable radio facilities, including that, a. Sensus will be responsible for Customer's compliance with FCC policies and rules. Sensus represents and warrants that it has engineered the FlexNet equipment and accompanying software and other programs to comply with FCC rules. Customer will operate the FlexNet equipment subject to Sensus' supervision and control and solely in accordance with Sensus' specifications. Sensus retains the right to inspect Customer's radio operations hereunder and to terminate this Agreement or take any other necessary steps to resolve a violation of FCC rules, including to order Customer to cease transmission. Sensus will act as spectrum manager in assigning spectrum under the FCC License so as to avoid any harmful interference or other violation of FCC rules. Sensus will be responsible for resolving any interference complaints or other FCC rule violations that may arise; and b. Sensus will file any necessary FCC forms or applications and Customer agrees to reasonably assist Sensus with such fling by providing any necessary information or other cooperation. Sensus will otherwise interact with the FCC with respect to this Agreement, the FCC License or FlexNet equipment. iii. Customer must continue operations on the spectrum during the Term of this Agreement. If Customer stops operations for any period of time, Customer must notify Sensus by sending an email to legal@xyleminc.com. Customer may not pause or discontinue operations for more than 180 days. Confidential I Page 4 of 14 25H-150 J. Interference. Customer agrees to report to Sensus promptly, and in no event later than 72 hours afterward, any incident related to the Leased Spectrum, including where Customer experiences harmful interference, receives a complaint or other notice of having caused harmful interference, or receives any type of communication from the FCC or other government agency regarding radio transmission. Equipment. A. Purchase of Equipment. Customer shall purchase all Field Devices, RF Field Equipment, and other goods (collectively, "Equipment') from Sensus' authorized distributor pursuant to the terms and conditions (including any warranties on such Equipment) agreed by Customer and Sensus' authorized distributor. This Agreement shall not affect any terms and conditions, including any warranty terms, agreed by Customer and Sensus' authorized distributor. If Customer elects to purchase any equipment or services directly from Sensus, or if Customer pays any fees or other costs to Sensus, then Sensus' Terms of Sale shall apply. The "Terms of Sale* are available at: httos,//w .sensus.00mltc, or 1-800-METER-IT B. THERE ARE NO WARRANTIES IN THIS AGREEMENT, EXPRESS OR IMPLIED. SENSUS EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS, EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE, REGARDING ANY MATTER IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, WARRANTIES AS TO FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NOWINFRINGEMENTAND TITLE. Services. A. Installation of Equipment. Installation services for Field Devices, other goods, and RF Field Equipment will be as agreed between the Customer and Sensus' authorized distributor. Sensus will not provide installation services pursuant to this Agreement B. Technical Support. Sensus shall provide Customer the technical support set forth in Exhibit B. C. Project Management. Sensus' authorized distributor will provide project management services to Customer. Any project management of the FlexNet System provided by Sensus shall be subject to a separate agreement which describes the scope and pricing for such work. D. Training. Sensus' authorized distributor will provide Customer with training on the use of the FlexNet System. Any training provided by Sensus shall be subject to a separate agreement which describes the scope and pricing for such work. E. IT Systems Integration Services. Except as may otherwise be provided herein, integration of the Software into Customer's new or existing internal IT systems is not included in this Agreement. Any integration work shall be subject to a separate agreement which describes the scope and pricing for such work. General Terms and Conditions. A. Infringement Indemnity. Sensus shall indemnify and hold harmless Customer from and against any judgment by a court of competent jurisdiction or settlement reached from any litigation instituted against Customer in the United States by a third party which alleges that the FlexNet System provided hereunder infringes upon the patents or copyrights of such third party, provided that Sensus shall have the right to select counsel in such proceedings and control such proceedings. Notwithstanding the foregoing, Sensus shall have no liability under this indemnity unless Customer cooperates with and assists Sensus in any such proceedings and gives Sensus written notice of any claim hereunder within fourteen (14) days of receiving it. Further, Sensus shall have no liability hereunder if such claim is related to; (1) any change, modification or alteration made to the FlexNet System by Customer or a third party, (ii) use of the FlexNet System in combination with any goods or services not provided by Sensus hereunder, (iii) Customer's failure to use the most recent version of the Software or to otherwise take any corrective action as reasonably directed by Sensus, (iv) compliance by Sensus with any designs, specifications or instructions provided by Customer or compliance by Sensus with an industry standard, or (v) any use of the FlexNet System other than for the Permitted Use. In the event the FlexNet System is adjudicated to infringe a patent or copyright of a third party and its use is enjoined, or, if in the reasonable opinion of Sensus, the FlexNet System is likely to become the subject of an infringement claim, Sensus, at its sole discretion and expense, may; (1) procure for Customer the right to continue using the FlexNet System or (ii) modify or replace the FlexNet System so that it becomes non -infringing. THIS SECTION STATES CUSTOMER'S SOLE AND EXCLUSIVE REMEDY AND SENSUS' ENTIRE LIABILITY FOR ANY CLAIM OF INFRINGEMENT. B. Limitation of Liability. Sensus' aggregate liability in any and all causes of action arising under, out of or in relation to this Agreement, its negotiation, performance, breach or termination (collectively "Causes of Action') shall not exceed the greater of; (a) the total amount paid by Customer directly to Sensus' authorized distributor under this Agreement; or (b) ten thousand US dollars (USD 10,000.00). This is so whether the Causes of Action are in tort, including, without limitation, negligence or strict liability, in contract, under statute or otherwise. As separate and independent limitations on liability, Sensus' liability shall be limited to direct damages. Sensus shall not be liable for; (1) any indirect, incidental, special or consequential damages; nor (ii) any revenue or profits lost by Customer or its Affiliates from any End User(s), irrespective whether such lost revenue or profits is categorized as direct damages or otherwise; nor (iii) any In/Out Costs; nor (v) damages arising from maincase or bottom plate breakage caused by freezing temperatures, water hammer conditions, or excessive water pressure. The limitations on liability set forth in this Agreement are fundamental inducements to Sensus entering into this Agreement. They apply unconditionally and in all respects. They are to be interpreted broadly so as to give Sensus the maximum protection permitted under law. C. Termination. Either party may terminate this Agreement earlier if the other party commits a material breach of this Agreement and such material breach is not cured within forty-five (45) days of written notice by the other party. Upon any expiration or termination of this Agreement, Sensus' and Customer's obligations hereunder shall cease and the software as a service and Spectrum Lease shall immediately cease. D. Force Majeure. If either party becomes unable, either wholly or in part, by an event of Force Majeure, to fulfill its obligations under this Agreement, the obligations affected by the event of Force Majeure will be suspended during the continuance of that inability. The party affected by the force majeure will take reasonable steps to mitigate the Force Majeure. E. Intellectual Property Rights. i. Software and Materials. No Intellectual Property is assigned to Customer hereunder. Excluding Customer Data, Sensus shall own or continue to own all right, title, and interest in and to the Intellectual Property associated with the Software and related documentation, including any derivations and/or derivative works (the ",Sensus IP"). To the extent, if any, that any ownership interest in and to such Sensus IP does not automatically vest in Sensus by virtue of this Agreement or otherwise, and instead vests in Customer, Customer agrees to grant and assign and hereby does grant and assign to Sensus all right, title, and interest that Customer may have in and to such Sensus IP. Customer agrees not to reverse engineer any Sensus Products purchased or provided hereunder. ii. Customer Data. Notwithstanding the prior paragraph, as between Customer and Sensus, Customer remains the owner of all right, title or interest in or to any Customer Data. "Customer Data means solely usage data collected by the Field Devices. To avoid doubt, Customer Data does not include non - End User usage data collected by the Field Devices, Software, or FlexNet System, such as network and equipment status information or the like. iii. Consent to Use of Customer Data. Customer hereby irrevocably grants to Sensus a royalty -free, non-exclusive, irrevocable right and license to access, store, and use such Customer Data and any other data or information provided to Sensus, to (1) provide the Service; (2) analyze and improve the Service; (3) analyze and improve any Sensus equipment or software; or (4) for any other internal use. As used herein, "Service" means Sensus' obligations under this Agreement. Confidential I Page 5 of 14 25H-151 iv. Copy of Customer Data. Upon Customer's written request, Sensus will provide Customer a quote to deliver a CMEP file consisting of the most recent 66 days of CMEP interval file data. Sensus will deliver the CMEP file in accordance with the quote upon Customer's acceptance of the quote. F. Data Privacy. Customer acknowledges that Sensus and its Affiliates (collectively, "Xylem') will collect and process personal data for the purposes outlined in this Agreement. Xylem's data privacy policy is available at https://www.xylem.00m/en-us/supporUprivacy/. Customer acknowledges that it has read and understood Xylem's privacy policy and agrees to the use of personal data outlined therein. The collection and use of personal data by Customer is Customer's responsibility. G. Confidentiality. Except as may be required under applicable law, court order, or regulation, or to the extent required to perform and enforce this Agreement, both parties shall (and shall cause their employees and contractors to) keep all Confidential Information strictly confidential and shall not disclose it to any third party. The Confidential Information may be transmitted orally, in writing, electronically or otherwise observed by either party. Notwithstanding the foregoing, "Confidential Information' shall not include; (1) any information that is in the public domain other than due to Recipient's breach of this Agreement; (ii) any information in the possession of the Recipient without restriction prior to disclosure by the Discloser; or (iii) any information independently developed by the Recipient without reliance on the information disclosed hereunder by the Discloser. "Discloser" means either party that discloses Confidential Information, and 'Recipient' means either party that receives it. H. Compliance with Laws. Customer shall comply with all applicable country, federal, state, and local laws and regulations, as set forth at the time of acceptance and as may be amended, changed, or supplemented. Customer shall not take any action, or permit the taking of any action by a third party, which may render Sensus liable for a violation of applicable laws. i. Export Control Laws. Customer shall; (1) comply with all applicable U.S. and local laws and regulations governing the use, export, import, re-export, and transfer of products, technology, and services; and (ii) obtain all required authorizations, permits, and licenses. Customer shall immediately notify Sensus, and immediately cease all activities with regards to the applicable transaction, if the Customer knows or has a reasonable suspicion that the equipment, software, or services provided hereunder may be directed to countries in violation of any export control laws. By ordering equipment, software or services, Customer certifies that it is not on any U.S. government export exclusion list. ii. Anti -Corruption Laws. Customer shall comply with the United States Foreign Corrupt Practices Act (FCPA), 15 U.S.C. §§ 78dd-1, at seq.; laws and regulations implementing the OECD's Convention on Combating Bribery of Foreign Public Officials in International Business Transactions; the U.N. Convention Against Corruption; the Inter -American Convention Against Corruption; and any other applicable laws and regulations relating to anti- corruption in the Customer's county or any country where performance of this Agreement, or delivery or use of equipment, software or services will occur. I. Non -Waiver of Rights. A waiver by either party of any breach of this Agreement or the failure or delay of either party to enforce any of the articles or other provisions of this Agreement will not in any way affect, limit or waive that party's right to enforce and compel strict compliance with the same or other articles or provisions. J. Assignment and Sub -contracting. Either party may assign, transfer or delegate this Agreement without requiring the other party's consent; (1) to an Affiliate; (ii) as part of a merger; or (iii) to a purchaser of all or substantially all of its assets. Apart from the foregoing, neither party may assign, transfer or delegate this Agreement without the prior written consent of the other, which consent shall not be unreasonably withheld. Furthermore, Customer acknowledges Sensus may use subcontractors to perform RF Field Equipment installation, the systems integration work (if applicable), or project management (if applicable), without requiring Customer's consent. K. Amendments. No alteration, amendment, or other modification shall be binding unless in writing and signed by both Customer and by a vice president (or higher) of Sensus. L. Governing Law and Dispute Resolution. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of California. Any and all disputes arising under, out of, or in relation to this Agreement, its negotiation, performance or termination ('Disputes') shall first be resolved by mediation between the Parties. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PARTIES AGREE TO A BENCH TRIAL AND THAT THERE SHALL BE NO JURY IN ANY DISPUTES. M. Acknowledgement of Events. The Parties acknowledge and agree that the global COVID-19 pandemic ("COVID-19') is ongoing, dynamic, unpredictable, and as such may impact the ability of Sensus to meet its obligations under this Agreement. The Parties agree that, for so long as there is an impact of COVID- 19 on Sensus' performance, all performance efforts by Sensus will be on a reasonable efforts basis only and Sensus shall not be responsible for failure to meet its obligations, to the extent that it is precluded from doing so as a result of COVID-19. The Parties shall work, in good faith, to make any reasonable adjustments that may be required as a result of COVID-19. N. Survival. The provisions of this Agreement that are applicable to circumstances arising after its termination or expiration shall survive such termination or expiration. 0. Severability. In the event any provision of this Agreement is held to be void, unlawful or otherwise unenforceable, that provision will be severed from the remainder of the Agreement and replaced automatically by a provision containing terms as nearly like the void, unlawful, or unenforceable provision as possible; and the Agreement, as so modified, will continue to be in full force and effect. P. Four Corners. This written Agreement, including all of its exhibits, represents the entire understanding between and obligations of the parties and supersedes all prior understandings, agreements, negotiations, and proposals, whether written or oral, formal or informal between the parties. Any additional writings shall not modify any limitations or remedies provided in the Agreement. There are no other terms or conditions, oral, written, electronic or otherwise. There are no implied obligations. All obligations are specifically set forth in this Agreement. Further, there are no representations that induced this Agreement that are not included in it. The ONLY operative provisions are set forth in writing in this Agreement. Without limiting the generality of the foregoing, no purchase order placed by or on behalf of Customer shall alter any of the terms of this Agreement. The parties agree that such documents are for administrative purposes only, even if they have terms and conditions printed on them and even if and when they are accepted and/or processed by Sensus. Any goods, software or services delivered or provided in anticipation of this Agreement (for e.g., as part of a pilot or because this Agreement has not yet been signed but the parties have begun the deployment) under purchase orders placed prior to the execution of this Agreement are governed by this Agreement upon its execution and it replaces and supersedes any such purchase orders. Q. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Additionally, this Agreement may be executed by facsimile or electronic copies, all of which shall be considered an original for all purposes. Definitions. As used in this Agreement, the following terms shall have the following meanings: A. "Affflfate" of a party means any other entity controlling, controlled by, or under common control with such party, when: "control" of an entity means the ownership, directly or indirectly, of 50 % or more of either; (i) the shares or other equity in such entity; or (ii) the voting rights in such entity. B. "Confidential Information" means any and all non-public information of either party, including all technical information about either party's products or services, pricing information, marketing and marketing plans, Customers End Users' data, FlexNet System performance, FlexNet System architecture and design, FlexNet System software, other business and financial information of either party, and all trade secrets of either party. C. "End User" means any end user of electricity, water, and/or gas (as applicable) that pays Customer for the consumption of electricity, water, and/or gas, as applicable. D. "Field Devices' means the SmartPoint Modules . E. "FlexNet Base Station" identifies the Sensus manufactured device consisting of one transceiver, to be located on a lower that receives readings from the SmartPoint Confidential I Page 6 of 14 25H-152 Modules (either directly or via an R100 unit) by radio frequency and passes those readings to the RNI by TCP/IP backhaul communication. For clarity, FlexNet Base Stations include Metro Base Stations. F. "FlexNet System" is comprised of the SmartPoint Modules, RF Field Equipment, Server Hardware, software licenses, Spectrum Lease, and other equipment provided to Customer hereunder. The FlexNet System only includes the foregoing, as provided by Sensus. The FlexNet System does not include goods, equipment, software, licenses or rights provided by a third party or parties to this Agreement. G. "Force Majeure" means an event beyond a party's reasonable control, including, without limitation, acts of God, hurricane, flood, volcano, tsunami, tornado, storm, tempest, mudslide, vandalism, illegal or unauthorized radio frequency interference, strikes, lockouts, or other industrial disturbances, unavailability of component parts of any goods provided hereunder, acts of public enemies, wars, blockades, insurrections, riots, epidemics, earthquakes, fires, restraints or prohibitions by any court, board, department, commission or agency of the United States or any States, any arrests and restraints, civil disturbances and explosion. H. "Hosted Software" means those items listed as an Application in Exhibit A. I. "InlOut Costs" means any costs and expenses incurred by Customer in transporting goods between its warehouse and its End User's premises and any costs and expenses incurred by Customer in installing, uninstalling and removing goods. J. "Intellectual PmperV means patents and patent applications, inventions (whether patentable or not), trademarks, service marks, trade dress, copyrights, trade secrets, know-how, data rights, specifications, drawings, designs, maskwork rights, moral rights, author's rights, and other intellectual property rights, including any derivations and/or derivative works, as may exist now or hereafter come into existence, and all renewals and extensions thereof, regardless of whether any of such rights arise under the laws of the United States or of any other state, country or jurisdiction, any registrations or applications thereof, and all goodwill pertinent thereto. K. "LCM' identifies the load control modules. L. "Ongoing Fee" means the annual or monthly fees, as applicable, to be paid by Customerto Sensus' authorized distributor during the Term of this Agreement. M. "Patches" means patches or other maintenance releases of the Software that correct processing errors and other faults and defects found previous versions of the Software. For clarity, Patches are not Updates or Upgrades. N. "Permitted Use" means only for reading Customer's Field Devices in the Service Territory. The Permitted Use does not include reading third devices not provided by Sensus or reading Field Devices outside the Service Territory. 0. "R100 Unit' identifies the Sensus standalone, mounted transceiver that takes the radio frequency readings from the SmartPoint Modules and relays them by radio frequency to the relevant FlexNet Base Station or directly to the RNI by TCP/IP backhaul communication, as the case may be. R "Release" means both Updates and Upgrades. Q. "Remote Transceiver" identifies the Sensus standalone, mounted relay device that takes the radio frequency readings from the SmartPoint Modules and relays them directly to the RNI by TCP/IP backhaul communication. R. "RF Field Equipment' means, collectively, FlexNet Base Stations, R100 units (if any) and Remote Transceivers (if any). S. "RNI' identifies the regional network interfaces consisting of hardware and software used to gather, store, and report data collected by the FlexNet Base Stations from the SmarlPoint Modules. The RNI hardware specifications will be provided by Sensus upon written requestfmm Customer. T. "RNI Software" identifies the Sensus proprietary software used in the RNI and any Patches, Updates, and Upgrades that are provided to Customer pursuant to the terms of this Agreement U. "Service Territory" identifies the geographic area where Customer utilizes Sensus equipment to provide services to End Users as of the Effective Date. This area will be described on the propagation study in the parties' Spectrum Lease filing with the FCC. V. "Server Hardware" means the RNI hardware. W. "SmartPointl- Modules" identifies the Sensus transmission devices installed on devices such as meters, distribution automation equipment and demand/response devices located at Customer's End Users' premises that communicate with the relevant devices and transmit those communications by radio frequency to the relevant piece of RF Field Equipment. X. "Software" means all the Sensus proprietary software provided pursuant to this Agreement, and any Patches, Updates, and Upgrades that are provided to Customer pursuant to the terms of this Agreement. The Software does not include any third party software. Y. "Updates" means releases of the Software that constitute a minor improvement in functionality. Z. "UpgradW means releases of the Software which constitute a significant improvement in functionality or architecture of the Software. AA. "WAN Backhaut' means the communication link between FlexNet Base Stations and Remote Transceivers and RNI. Confidential I Page 7 of 14 25H-153 Exhibit A Software Software as a Service 1. Description of Services. This exhibit contains the details of the Software as a Service that Sensus shall provide to Customer if both; (1) pricing for the application of Software as a Service has been provided to the Customer; and (ii) the Customer is current in its payments to Sensus' authorized distributor for such application of Software as a Service. A. Software as a Service Generally. Software as a Service is a managed service in which Sensus will be responsible for the day -today monitoring, maintenance, management, and supporting of Customer's software applications. In a Software as a Service solution, Sensus owns all components of the solution (server hardware, storage, data center, network equipment, Sensus software, and all third -party software) required to run and operate the application. These software applications consist of the following (each an "Application'): • Regional Network Interface (RNI) Software The managed application systems consist of the hardware, Sensus Software, and other third -party software that is required to operate the software applications. Each Application will have a production, and Disaster Recovery (as described below) environment Test environments are not provided unless otherwise specifically agreed by Sensus in writing. Sensus will manage the Applications by providing 24 x 7 x 365 monitoring of the availability and performance of the Applications. B. Use of Software as a Service. Subject to the terms of this Agreement, Sensus shall make Software as a Service available to Customer to access and use solely for the Permitted Use and solely for so long as Customer is current in its payments to Sensus or its authorized distributor for Software as a Service. The Software as a Service term commences on the date that Sensus first makes Software as a Service available to Customer for use, and ends upon the earlier of: (1) the expiration or termination of the Agreement; (ii) breach by Customer of this exhibit or the Agreement; or (iii) Customer's termination of Software as a Service as set forth in paragraph (C) below. C. Termination of an Application. Customer shall have the option at any time before the end of the Term to terminate any Application by giving Sensus one hundred twenty (120) days prior written notice. Such notice, once delivered to Sensus, is irrevocable. Should Customer elect to terminate any Application, Customer acknowledges that; (a) Customer shall pay all applicable fees, including any unpaid Software as a Service fees due in the current calendar year plus a ten percent (10%) early termination fee, where such fee is calculated based on the annual Software as a Service fee due in the current calendar year; and (b) Software as a Service for such Application shall immediately cease. If Customer elects to terminate the RNI Application in the Software as a Service environment but does not terminate the Agreement generally, then upon delivery of the notice to Sensus, Customer shall purchase the necessary (a) RNI hardware from a third party and (b) RNI software license at Sensus' then -current pricing. No portion of the Software as a Service fees shall be applied to the purchase of the RNI hardware or software license. D. Software as a Service means only the following services: i. Sensus will provide the use of required hardware, located at Sensus' or a third-party's data center facility (as determined by Sensus), that is necessary to operate the Application. ii. Sensus will provide production and disaster recovery environments for Application. iii. Sensus will provide patches, updates, and upgrades to latest Sensus Hosted Software release. iv. Sensus will configure and manage the equipment (server hardware, routers, switches, frewalls, etc.) in the data centers: (a) Network addresses and virtual private networks (VPN) (b) Standard time source (NTP or GPS) (c) Security access points (d) Respond to relevant alarms and notifications v. Capacity and performance management. Sensus will: (a) Monitor capacity and performance of the Application server and software applications 24x7x365 using KPI metrics, thresholds, and alerts to proactively identify any potential issues related to system capacity and/or performance (i.e. database, backspool, logs, message broker storage, etc.) (b) If an issue is identified to have a potential impact to the system, Sensus will open an incident ticket and manage the ticket through resolution per Exhibit B, Technical Support. (c) Manage and maintain the performance of the server and perform any change or configuration to the server, in accordance to standard configuration and change management policies and procedures. (d) Manage and maintain the server storage capacity and performance of the Storage Area Network (SAN), in accordance to standard configuration and change management policies and procedures. (a) Exceptions may occur to the system that require Sensus to take immediate action to maintain the system capacity and performance levels, and Sensus has authority to make changes without Customer approval as needed, in accordance to standard configuration and change management policies and procedures. A. Database management. Sensus will: (a) Implement the data retention plan and policy, and will provide the policy upon request. (b) Monitor space and capacity requirements. (c) Respond to database alarms and notifications. (d) Install database software upgrades and patches. (a) Perform routine database maintenance and cleanup of database to improve capacity and performance, such as rebuilding indexes, updating indexes, consistency checks, run SQL query/agent jobs, etc. vii. Incident and Problem Management. Sensus will: (a) Proactively monitor managed systems (240065) for key events and thresholds to proactively detect and identify incidents. (b) Respond to incidents and problems that may occur to the Application(s). (c) Maintain policies and procedures for responding to incidents and performing root cause analysis for ongoing problems. (d) Correlate incidents and problems where applicable. (a) Sensus personnel will use the self-service portal to document and track incidents. (f) In the event that Sensus personnel is unable to resolve an issue, the issue will be escalated to the appropriate Subject Matter Expert (SME). Confidential I Page 8 of 14 25H-154 (g) Maintain responsibility for managing incident and problems through resolution and will coordinate with Customer's personnel and/or any required third -party vendor to resolve the issue. (h) Provide telephone support consistent with Exhibit B, Technical Support in the rase of undetected events. viii. Security Management. Sensus will: (a) Monitor the physical and cyber security of the server and Application(s) 24x7x365 to ensure system is highly secure in accordance with NIST Security Standards. (b) Perform active intrusion prevention and detection of the data center network and frewalls, and monitor logs and alerts. (c) Conduct period penetration testing of the network and data center facilities. (d) Conduct monthly vulnerability scanning by both internal staff and external vendors. (a) Perform anti -virus and Malware patch management on all systems. (f) Install updates to virus protection software and related files (including virus signature files and similar files) on all servers from the update being generally available from the anti -virus software provider. (g) Respond to any potential threat found on the system and work to eliminate any virus or malware found. (h) Adhere to and submit certification to NERC/CIP Cyber Security standards. (1) Monitors industry regulation/standards regarding security— NERC, FERC, NIST, OpenSG, etc. through the dedicated Sensus security team. Q) Provide secure web portal access (SSL) to the Application(s). ix. Backup and Disaster Recovery Management. Sensus will: (a) Perform daily backups of data providing one (1) year of history for auditing and restoration purposes. (b) Back-up and store data (on tapes or other storage media as appropriate) off -site to provide protection against disasters and to meet file recovery needs. (c) Conduct incremental and full back-ups to capture data, and changes to data, on the Application(s). (d) Replicate the Application(s) environments to a geographically separated data center location to provide a full disaster recovery environment for the Application production system. (a) Provide disaster recovery environment and perform fail -over to Disaster Recovery environment within forty-eight (48) hours of declared event. (f) Generate a report following each and any disaster measuring performance against the disaster recovery plan and identification of problem areas and plans for resolution. (g) Maintain a disaster recovery plan. In the event of a disaster, Sensus shall provide the services in accordance with the disaster recovery plan. (h) In the case of a disaster and loss of access to or use of the Application, Sensus would use commercially reasonable efforts per the Recovery Time Objectives (RTO) and Recovery Point Objectives (RPO) specified herein to restore operations at the same location or at a backup location within forty-eight (48) hours. (1) The Application shall have a RTO of forty-eight (48) hours. Q) The RPO shall be a full recovery of the Application(s), with an RPO of one (1) hours, using no more than a twenty-four (24) hour old backup. All meter -related data shall be pushed from each Base Station/TGB restoring the database to real-time minus external interfaced systems from the day prior. (k) Data from external interfaced systems shall be recreated within a forty-eight (48) hour period with the assistance of Customer personnel and staff, as needed. E. Customer Responsibilities: i. Coordinate and schedule any changes submitted by Sensus to the system in accordance with standard configuration and change management procedures. ii. Participate in all required configuration and change management procedures. iIL Customer will log incidents related to the managed Application with Sensus personnel via email, web portal ticket entry, or phone call. iv. Responsible for periodic processing of accounts or readings (i.e., billing files) for Customer's billing system for billing or other analysis purposes. v. Responsible for any field labor to troubleshoot any SmartPoint modules or smart meters in the field in populations that have been previously deployed and accepted. A. First response labor to troubleshoot FlexNet Base Station, R100s, Remote Transceivers or other field network equipment. vii. Responsible for local area network configuration, management, and support. viii. Identify and research problems with meter reads and meter read performance. ix. Create and manage user accounts. x. Customize application configurations. A. Support application users. All. Investigate application operational issues (e.g., meter reads, reports, alarms, etc.). All. Respond to alarms and notifications. xiv. Perform firmware upgrades over -the -air, or delegate and monitor field personnel for on -site upgrades. F. Software as a Service does not include any of the following services: i. Parts or labor required to repair damage to any field network equipment that is the result of a Force Majeure event. ii. Any integration between applications, such as Harris MeterSense, would require a Professional Services contract agreement to be scoped, submitted, and agreed in a signed writing between Sensus and all the applicable parties. If an item is not listed in subparagraphs in item (D) above, such item is excluded from the Software as a Service and is subject to additional pricing. 2. Further Agreements A. System Uptime Rate. i. Sensus (or its contractor) shall manage and maintain the Application(s) on computers owned or controlled by Sensus (or its contractors) and shall provide Customer access to the managed Application(s) via internet or point to point connection (i.e., Managed -Access use), according to the terms below. Sensus endeavors to maintain an average System Uptime Rate equal to ninety-nine (99.0) per Month (as defined below). The System Uptime Rate, cumulative across all Applications, shall be calculated as follows. System Uptime Rate = 100 x (TMO —Total Non -Scheduled Downtime minutes in the Month) TMO Confidential I Page 9 of 14 25H-155 Calculations a. Targeted Minutes of Operation or TMO means total minutes cumulative across all Applications in the applicable month minus the Scheduled Downtime in the Month. b. Scheduled Downtime means the number of minutes during the Month, as measured by Sensus, in which access to any Application is scheduled to be unavailable for use by Customer due to planned system maintenance. Sensus shall provide Customer notice (via email or otherwise) at least seven (7) days in advance of commencement of the Scheduled Downtime. C. Non -Scheduled Downtime means the number of minutes during the Month, as measured by Sensus, in which access to any Application is unavailable for use by Customer due to reasons other than Scheduled Downtime or the Exceptions, as defined below (e.g., due to a need for unplanned maintenance or repair). Exceptions. Exceptions mean the following events: • Force Majeure • Emergency Work, as defined below; and • Lack of Internet Availability, as described below. a. Emergency Work. In the event that Force Majeure, emergencies, dangerous conditions or other exceptional circumstances arise or continue during TMO, Sensus shall be entitled to take any actions that Sensus, in good faith, determines is necessary or advisable to prevent, remedy, mitigate, or otherwise address actual or potential harm, interruption, loss, threat, security or like concern to any of the Application(s) ("Emergency Work'). Such Emergency Work may include, but is not limited to: analysis, testing, repair, maintenance, re -setting and other servicing of the hardware, cabling, networks, software and other devices, materials and systems through which access to and/or use of the Application(s) by the Customer is made available (the 'Managed Systems'). Sensus shall endeavor to provide advance notice of such Emergency Work to Customer when practicable and possible. b. Lack of Internet Availability. Sensus shall not be responsible for any deterioration of performance attributable to latencies in the public internet or point-to-point network connection operated by a third party. Customer expressly acknowledges and agrees that Sensus does not and cannot control the Flow of data to or from Sensus' networks and other portions of the Internet, and that such flow depends in part on the performance of Internet services provided or controlled by third parties, and that at times, actions or inactions of such third parties can impair or disrupt data transmitted through, and/or Customer's connections to, the Internet or point-to-point data connection (or portions thereof). Although Sensus will use commercially reasonable efforts to take actions Sensus may deem appropriate to mitigate the effects of any such events, Sensus cannot guarantee that such events will not occur. Accordingly, Sensus disclaims any and all liability resulting from or relating to such events. System Availability. For each month that the System Uptime Rates for the production RNI falls below 99.0%, Sensus will issue Customer the following Service Level Credits System Uptime Rate per calendar month Service Level Credit Less than 99.0 % but at least 97.5% 5% of the monthly RNI SaaS Fees in which the service level default occurred (Note. SaaS fees are pre -paid annually and for purposes of SLA Credits are computed on a monthly basis.) Less than 97.5% but at least 95.0% 10% of the monthly RNI SaaS Fees in which the service level default occurred Less than 95.0% 20% of the monthly RNI SaaS Fees in which the service level default occurred Service Level Credits for any single month shall not exceed 20% of the RNI SaaS Fee associated with the month in which the service level default occurred. Sensus records and data will be the sole basis for all Service Level Credit calculations and determinations, provided that such records and data must be made available to Customer for review and agreement by Customer. To receive a Service Level Credit, Customer must issue a written request no later than ten (10) days after the Service Level Credit has accrued. Sensus will apply each valid Service Level Credit to the Customer's invoice within 2 billing cycles after Sensus' receipt of Customer's request and confirmation of the failure to meet the applicable Service Level Credit. Service Level Credits will not be payable for failures to meet the System Uptime Rate caused by any Exceptions. No Service Level Credit will apply if Customer is not current in its undisputed payment obligations under the Agreement. Service Level Credits are exclusive of any applicable taxes charged to Customer or collected by Sensus. Sensus shall not refund an unused Service Level Credits or pay cash to Customer for any unused Service Level Credits. Any unused Service Level Credits at the time the Agreement terminates will be forever forfeited. THE SERVICE LEVEL CREDITS DESCRIBED IN THIS SECTION ARE THE SOLE AND EXCLUSIVE REMEDY FOR SENSUS' FAILURE TO MEET THE SYSTEM UPTIME REQUIREMENT OR ANY DEFECTIVE SAAS PERFORMANCE. IN NO EVENT SHALL THE AGGREGATE AMOUNT OF SERVICE LEVEL CREDITS IN ANY ANNUAL PERIOD EXCEED 20% OF THE ANNUAL RNI SAAS FEE. B. Data Center Site -Security. Although Sensus may modify such security arrangements without consent or notice to Customer, Customer acknowledges the following are the current arrangements regarding physical access to and support of the primary hardware components of the Managed Systems: i. The computer room(s) in which the hardware is installed is accessible only to authorized individuals. ii. Power infrastructure includes one or more uninterruptible power supply (UPS) devices and diesel generators or other alternative power for back-up electrical power. iii. Air-conditioning facilities (for humidity and temperature controls) are provided in or for such computer room(s) and can be monitored and adjusted for humidity and temperature settings and control. Such air systems are supported by redundant, back-up and/or switch -over environmental units. iv. Such electrical and A/C systems are monitored on an ongoing basis and personnel are available to respond to system emergencies (if any) in real time. v. Dry pipe pre -action fire detection and suppression systems are provided. vi. Data circuits are available via multiple providers and diverse paths, giving access redundancy. C. Responsibilities of Customer. i. Customer shall promptly pay all Software as a Service fees. ii. Customer may not (1) carelessly, knowingly, intentionally or maliciously threaten, disrupt, harm, abuse or interfere with the Application(s), Managed Systems or any of their functionality, performance, security or integrity, nor attempt to do so; (ii) impersonate any person or entity, including, but not limited to, Sensus, a Sensus employee or another user; or (iii) forge, falsify, disguise or otherwise manipulate any identifcation information associated with Customer's access to or use of the Application(s). iii. The provisioning, compatibility, operation, security, support, and maintenance of Customer's hardware and software ("Customer's Systems') is exclusively the responsibility of Customer. Customer is also responsible, in particular, for correctly configuring and maintaining (1) the desktop environment used by Customer to access the Application(s) managed by Sensus; and (ii) Customer's network router and frewall, if applicable, to allow Confidential I Page 10 of 14 25H-156 data to Flow between the Customer's Systems and Sensus' Managed Systems in a secure manner via the public Internet. iv. Upon receiving the system administrator account from Sensus, Customer shall create username and passwords for each of Customer's authorized users and complete the applicable Sensus registration process (Authorized Users). Such usernames and passwords will allow Authorized Users to access the Application(s). Customer shall be solely responsible for maintaining the security and confidentiality of each user ID and password pair associated with Customer's account, and Sensus will not be liable for any loss, damage or liability arising from Customer's account or any user ID and password pairs associated with Customer. Customer is fully responsible for all acts and omissions that occur through the use of Customer's account and any user ID and password pairs. Customer agrees (1) not to allow anyone other than the Authorized Users to have any access to, or use of Customer's account or any user ID and password pairs at any time; (ii) to notify Sensus immediately of any actual or suspected unauthorized use of Customer's account or any of such user ID and password pairs, or any other breach or suspected breach of security, restricted use or confidentiality; and (iii) to take the Sensus-recommended steps to log out from and otherwise exit the Application(s) and Managed Systems at the end of each session. Customer agrees that Sensus shall be entitled to rely, without inquiry, on the validity of the user accessing the Application(s) application through Customer's account, account ID, usernames or passwords. v. Customer shall be responsible for the day-to-day operations of the Application(s) and FlexNet System. This includes, without limitation, (1) researching problems with meter reads and system performance, (ii) creating and managing user accounts, (iii) customizing application configurations, (iv) supporting application users, (v) investigating application operational issues, (vi) responding to alarms and notifications, and (vii) performing over -the -air commands (such as firmware updates or configuration changes). D. Software Solution Components. i. Description of Software Solutions. Sensus software consists of a core communication module and a set of applications. Some applications are required to perform basic solution capabilities, other applications are optional and add additional capabilities and function to the overall solution. As Customer's business process expands and/or new Sensus offerings are made available, additional applications and functionality can dynamically be added to the solution, provided Customer purchases such additional applications. ii. Regional Network Interface. The Regional Network Interface (RNI) or Sensus head -end is the centralized intelligence of the FlexNet network; the RNI's primary objective is to transfer endpoint (such as meters) data to the Customer and the advanced feature applications. The RNI is adaptable to Customer configurations by simultaneously supporting a wide range of FlexNet enabled endpoints; including but not limited to meters (electric, water, gas), street lighting, and Home Area Network devices. a. Core Package (1) Communication 1. Manages all inbound and outbound traffic to and from endpoints 2. Outbound routing optimization 3. Route analyzer 4. AES256 bit encryption of radio messages 5. Reports and metric details of network performance and troubleshooting aids 6. Management of RF equipment (base stations and endpoint radios) (ii) Data Collection 1. Missing read management 2. Management of duplicate reads 3. 60 day temporary storage (iii) Application integration 1. To Sensus Analytics applications 2. Enable 3m party application integration 3. Batch CMEP file export 4. Real-time access through MultiSpeak (iv) Endpoint Management 1. Gas, water, electric, lighting concurrent support 2. Remote configuration 3. Remote firmware updates 4. Reports, metrics and Troubleshooting (v) User Management 1. Secure access 2. Password management 3. Definable user roles 4. User permissions to manage access to capabilities Integration of RNI. Sensus shall provide RNI integration support services to Customer only to the extent specifically provided below: (1) Sensus shall meet with the representative from the Customer's system(s) targeted for integration to determine which integration method is appropriate (e.g., Multispeak, CMEP, etc.). 1. In scope and included integration efforts: Provide the gateway URLs to the integrating system as needed, provide Customer with standard integration API documentation, validate and test that the correct Customer information is Flowing into and/or out of the RNI. 2. Out of scope and subject to additional charges: Modifications or extensions to the standard API provided by Sensus and any integration efforts not outlined above as in scope and included. (ii) Customer Responsibilities: 1. Provide Sensus with information about the relevant information Customer wishes to transfer and integrate with the RNI. 2. Establish the network and security required for the two systems to reasonably communicate. 3. Verify integration to third party system functionality is working as intended. (iii) If an item is not listed in subparagraph (1) above, such item is excluded from the integration of Sensus RNI Support and is subject to additional pricing. 3. Third Party Software. A. RedHat Linux. If Sensus is providing Customer with a license to use RedHat Linux Software, Customer agrees to the following: Confidential I Page 11 of 14 25H-157 By entering into this Agreement, Customer agrees to abide by and to be legally bound by the terms and conditions of the Red Hat End User License Agreements identified below, each of which are incorporated into this Agreement by reference and are available at the websites identified below. Please read the Red Hat End User License Agreements and incorporated references carefully. Subscription: End User License Agreement: Red Hat Enterprise Linux http://w .redhat.mm/limnses/rhel_rha_eula.html Moss Enterprise Middleware http://w .redhat.com/licensesfjboss_eula.html Confidential I Page 12 of 14 25H-158 Exhibit B Technical Support 1. Introduction Sensus Technical Services provides utility customers with a single point of contact for Tier 1 support of technical issues as well as any coordination of additional resources required to resolve the issue. Requests that require specialized skills are to be forwarded to a senior support engineer or Technical Advisor within the team for further analysis. If Technical Services has exhausted all troubleshooting efforts for the product type, the issue will escalate to the Engineering Support Team. Occasionally, on -site troubleshooting/analysis may be required. The preferred order of on -site support is: a) The Customer (for assistance with the easiest and lowest time-consuming activities such as power on/power off). b) The local distributor. c) Sensus employees or contracted personnel, if required to fulfill a contract commitment. 2. Support Categories 2.1. General questions regarding functionality, use of product, how-to, and requests for assistance on Sensus AMR, AMI, RF Network Equipment, Metering Products, Sensus Lighting Control, and Demand Response Management System (FlexNet Home). 2.2. Proactive reporting and resolution of problems. 2.3. Reactive reporting to isolate, document, and salve reported hardware/software defects. 2.4. Responding to service requests and product changes. 2.5. Addressing customer inquiries with printed or electronic documentation,examples, or additional explanation/clarifcation. 3. Support Hours 3.1. Standard Support Hours: Toll -free telephone support (1-800-638-3748 option #2) is available Monday thou Friday from 8:00 a.m. EST to 8:00 p.m. EST. After- hours, holiday and weekend support for Severity 1 and Severity 2 issues is available by calling 1-800-638-3748, option #8. 4. Support Procedures 4.1. Customer identifies an issue or potential problem and calls Technical Services at 1-800-638-3748 Option #2. The Customer Service Associate or Technical Support Engineer will submit a SalesForce ticket. 4.2. The Customer Service Associate or Technical Support Engineer will identify the caller name and utility by the assigned software serial number, city, and state based on where the call originated. The Customer Service Associate or Technical Support Engineer will require a brief description of the problem symptoms, or error messages depending on nature of the incident. The nature of the problem and severity levels will be mutually agreed upon by both parties (either at the time the issue is entered or prior to upgrading or downgrading an existing issue) using the severity definitions below as a guideline. The severity level is then captured into SalesForce for ticket creation and resolution processing. Any time during the processing of this ticket, if the severity level is changed by Sensus, the customer will be updated. A. Severity Levels Description: Sev1 Customer's production system is down. The system is unusable resulting in total disruption of work. No workaround is available and requires immediate attention. Example: Network mass outage, all reading collection devices inoperable, inoperable head end software (e.g., FlexWare, Sensus MOM). Not able to generate billing files. Sev2 Major system feature/function failure. Operations are severely restricted; there is a major disruption of work, no acceptable work -around is available, and failure requires immediate attention. Examples: Examples: Network equipment failure (e.g., FlexNet Echo, FlexNet Remote, Base Station transceiver, or VGB); inoperable reading devices (e.g., AR5500, VXU, VGB, or Commandl-ink); head end software application has important functionality not working and cannot create export file for billing system operations. Sev3 The system is usable and the issue doesn't affect critical overall operation. Example: Minor network equipment failure (e.g., Echo/Remote false alarms or Base Station transceiver false alarms); head end software application operable but reports are not running properly, modification of view or some non -critical function of the software is not running. 4.3. The Customer Service Associate or Technical Support Engineer identifies whether or not the customer is on support. If the customer is not on support, the customer is advised of the service options as well as any applicable charges that may be billed. 4.4. Calls are placed in a queue from which they are accessible to Technical Support Engineers on a first -come -first -served basis. A 1st level Customer Service Associate may assist the customer, depending on the difficulty of the call and the representative's technical knowledge. Technical Support Engineers (Tier 1 support) typically respond/resolve the majority of calls based on their product knowledge and experience. A call history for the particular account is researched to note any existing pattern or if the call is a new report. This research provides the representative a basis and understanding of the account as well as any associated problems and/or resolutions that have been communicated. a. Technical Services confirms that there is an issue or problem that needs further analysis to determine its cause. The following information must be collected: a detailed description of the issue's symptoms, details on the software/hardware product and version, a description of the environment in which the issue arises, and a list of any corrective action already taken. b. Technical Services will check the internal database and product defect tracking system, to see if reports of a similar problem exist, and if any working solutions were provided. If an existing resolution is found that will address the reported issue, it shall be communicated to the customer. Once it is confirmed that the issue has been resolved, the ticket is closed. C. If there is no known defect or support that defines the behavior, Technical Services will work with the customer to reproduce the issue. If the issue can be reproduced, either at the customer site or within support center test lab, Technical Services will escalate the ticket forfurther investigation / resolution. If the issue involves units that are considered to be defective with no known reason, the representative will open a Special Investigation RMA through the SalesForce system. If it is determined that a sample is required for further analysis, the customer will be provided with instructions that detail where to send the product sample(s) for a root cause analysis. Once it is determined that the issue cannot be resolved by Tier 1 resources, the ticket will be escalated to Tier 2 support for confirmation/workarounds to resolve immediate issue. Technical Services will immediately contact the customer to advise of the escalation. The response and escalation times are listed in Section 5. At this time, screen shots, log files, configuration files, and database backups will be created and attached to the ticket. 5. Response and Resolution Targets. Confidential I Page 13 of 14 25H-159 Sens us Technical Support will make every reasonable effort to meet the following response and resolution targets: Severity Standard Target Response Standard Target Resolution Resolution (one or more of the following) Immediately assign trained and qualified Satisfactory workaround is provided. Services Staff to correct the error on an Program patch is provided. 1 30 Minutes expedited basis. Provide ongoing Fix incorporated into future release. communication on the status of a Fix or workaround incorporated into correction (24 hours). SalesForce Knowledge Base. Satisfactory workaround is provided. Assign trained and qualified Services Program patch is provided. 2 4 hours Staff to correct the error. Provide Fix incorporated into future release. communication as updates occur (48 hours). Fix or workaround incorporated into SalesForce Knowledge Base. Answer to question is provided. Satisfactory workaround is provided. 3 1 Business Day 30 business days Fix or workaround incorporated into SalesForce Knowledge Base. Fix incorporated into future release. 6. Problem Escalation Process. 6.1. If the normal support process does not produce the desired results, or if the severity has changed, the issue may be escalated as follows to a higher level of authority. 6.1.1.1. Severity 1 issues are escalated by Sales or Technical Services to a Supervisor if not resolved within 2 hours; to the Manager level if not resolved within 4 hours; to the Director level if not resolved within the same business day; and to the VP level if not resolved within 24 hours. 6.1.1.2. A customer may escalate an issue by calling 1-800-638-3748, Option 2. Please specify the SalesForce ticket number and the reason why the issue is being escalated. 6.1.1.3. In the event that a customer is not satisfied with the level of support or continual problem with their products, they may escalate a given SalesForce ticket to Manager of Technical Services (1-800-638-3748, Option 2). 7, General Support Provisions and Exclusions. 7.1. Sensus provides online documentation for Sensus products, and all Sensus customers are provided access to this online database, which includes operation, configuration and technical manuals. The customer shall provide names and email accounts to Sensus so Sensus may provide access to the product documentation. 7.2. Specialized support from Sensus is available on a fee basis to address support issues outside the scope of this support plan or if not covered under another specific contract or statement of work. For example: specialized systems integration services or out of warranty network equipment repair. Confidential I Page 14 of 14 25H-160 EXHIBIT 3 Hosting Service Agreement This Hosting Service Agreement (the "Agreement"), is entered into on November 17, 2020 (the "Effective Date") by and between City of Santa Ana ("Customer") and N. Harris Computer Corporation of 1 Antares Drive, Suite 400, Ottawa, Ontario K2E 8C4 ("SmartWorks"). WHEREAS, Concurrently with the execution of this Hosting Agreement, Customer will enter into a Software License and Services Agreement with SmartWorks to acquire a license to use certain software from SmartWorks and to receive certain maintenance and support services, and shall enter into an agreement with SmartWorks' authorized reseller for certain related professional services to be provided by SmartWorks. WHEREAS, Customer has requested certain application hosting services for such software from SmartWorks and SmartWorks has agreed to provide such hosting services to Customer on the terms and conditions set out in this Agreement. NOW THEREFORE, in consideration of the mutual covenants and obligations contained here and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Definitions The following terms shall have the meaning set out below, all other capitalized terms not otherwise defined in this Section shall have the meaning set forth in the Agreement: (a) "Annual Hosting Fees" means the annual hosting fees set out in Schedule "A" to this Agreement. (b) "Confidential Information" means, with respect to a party hereto, all information or material which: is (A) marked "Confidential;' ..Restricted," or "Proprietary Information" or other similar marking, (B) known by the parties to be considered confidential, proprietary, or is confidential under federal or state law or (C) which should be known or understood to be confidential or proprietary by an individual exercising reasonable commercial judgment in the circumstances. Confidential Information of SmartWorks shall include, without limitation, the Software, the Documentation, and any information with respect to the Hosting Services that SmartWorks may provide to Customer from time to time, including without limitation, all information disclosed by SmartWorks or its service providers relating to the security of its facilities, computer systems and products. Confidential Information does not include information to the extent that such information: (i) is or becomes generally known to the public by any means other than a breach of the obligations of a receiving party hereunder; (ii) was previously known to the receiving party as evidenced by its written records; (iii) is rightly received by the receiving party from a third party who is not under an obligation of confidentiality; or (iv) is independently developed by the receiving party without reference to or use of the other party's Confidential Information and which such independent development can be established using evidence that would be acceptable to a court of competent jurisdiction- (c) "Data" means all data, software, text, information, audio, video and images that are provided by or on behalf of Customer to SmartWorks or its third party service provider and all other content transmitted, posted, received or created through Customer's use of the Hosting Services or the Software- (d) "Documentation" means user guides, operating manuals, education materials, product descriptions and specifications, technical manuals, and supporting materials- (e) "Fees" means the Annual Hosting Fees and other fees as listed in Schedule "A" of this Agreement (f) "Hosting Services" means the web -based hosting services to be provided by or on behalf of SmartWorks under this Agreement that includes hosting, monitoring, and operating the Software on hardware and related equipment at a site owned or controlled by SmartWorks and the delivery of exclusive access via the Internet to the Customer to use the Software granted to the Customer pursuant to the Software License Agreement and Section 2 hereof. The Hosting Services shall also N. Harris Computer Corporation — Confidential Page 1 of 18 25H-161 include storing all data entered and maintained by Users through use of the Software- (g) "Maximum Channels" means the maximum number of channels or existing systems and connected devices such as Supervisory Control and Data Acquisition (SCADA) and sensors in the emerging Internet of Things (IoT) that collect data regarding electricity being consumed by a customer of Customer or collect data regarding electricity provided by a customer to Customer, with which Customer is authorized to use the Software as specified in Schedule "A (h) "Maximum Meters" means the maximum number of meters with which Customer is authorized to use the Software as specified in Schedule "A". (i) "Software" means the software product(s) including all Upgrades and Upgrades (as those terms are defined in the Software License and Services Agreement) that SmartWorks licensed to Customer pursuant to the Software License Agreement and as listed in Schedule "A" of the Software License and Services Agreement. (j) "Software License and Services Agreement" shall have the meaning ascribed to it in the Recitals- (k) "Third Party Components" means any third party telecommunications, energy/utility transportation, managed facilities and/or software applications and services that SmartWorks or its service providers has licensed or purchased and provided access to or otherwise made available to Customer as part of the Hosting Services- (1) "User" means an employee or legal agent of Customer that has been authorized by the Customer to access and use the Hosting Services. 2. Authorization Subject to the terms and conditions of this Agreement, including without limitation, payment by Customer of the Annual Hosting Fees, SmartWorks hereby grants to Customer a personal, non-exclusive, non -transferable limited right during the Term to allow Users to access and use the Hosting Services solely in connection with its use of the Software as permitted pursuant to the Software License and Services Agreement. 3. Fees In consideration of receiving the Hosting Services, Customer agrees to pay to SmartWorks the Fees as described in this Section 3 and Schedule "A" in accordance with the payment terms set out in Schedule "A". The Annual Hosting Fees, and any other fees set out in this Agreement are exclusive of taxes. Customer agrees to pay all foreign, federal, state, provincial, county or local income taxes, value added taxes, use, personal, property sales and any other taxes, tariff, duty or similar charges that may be levied by a taxing authority (excluding taxes on SmartWorks' net income). If any Fees are not paid when due, then at SmartWorks' discretion, such Fees may accrue late interest at the rate of 1.5% (18% per annum) of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such fee was due until the date paid, and/or (b) SmartWorks may suspend the Service, including all Customer access to the Service, pursuant to Section 10 but in no event prior to giving Customer 15 days written notice. 4. Term Unless terminated earlier in accordance with the terms hereof, this Agreement shall commence on the Effective Date and shall continue for a period of one (1) year (the "Initial Term"). Thereafter, this Agreement shall be N. Harris Computer Corporation — Confidential Page 2 of 18 25H-162 automatically renewed for successive one (1) year periods (each a "Renewal Term") subject to a four percent (4%) increase in the Annual Hosting Fees unless either party provides written notice to the other party of its intention not to renew within one hundred and twenty (120) days of the end of the then current term. The Initial Term and Renewal Term(s) shall collectively be referred to as the "Term". 5. Restrictions on Use (a) Except as expressly provided herein, Customer may not give away, rent, lease or otherwise sell, re -sell, sublicense, distribute or transfer the license rights granted under this Agreement or otherwise use the Hosting Services or the Software except as expressly permitted by this Agreement and the Software License Agreement without the prior written consent of SmartWorks- (b) Customer agrees that it will not reverse engineer, decompile, translate or otherwise attempt to derive, or permit or help others to derive the source code relating to all or any part of the software used as part of the Hosting Services, or attempt to otherwise convert or alter the software used as part of the Hosting Services into human readable code, except to the extent applicable law expressly prohibits the foregoing restriction- (c) No third party, other than duly authorized legal agents or employees of Customer authorized pursuant to Section 2 hereunder, shall have access to or use of the Hosting Services- (d) Customer shall not copy, frame or mirror any part or content of the Hosting Services, other than copying or framing on Customer's own intranets or otherwise for Customer's own internal business purposes. (e) Customer shall not access or use the system (including, without limitation, the network infrastructure and cloud services) used to provide the Hosting Services separately from the Hosting Services and shall not use third -party tools to access the system used to provide the Hosting Services- (f) Customer shall not access the Hosting Services in order to (i) build a competitive product or service; (ii) copy any ideas, features, functionality or graphics of the Software; or (iii) knowingly allow access to any competitor of SmartWorks- (g) The Customer shall not transmit, upload, post, distribute, store or otherwise publish, through use of the Hosting Services, any data, material or Information that: (i) contains a software virus, Trojan horse, worm or other harmful or deleterious computer code, files or programs that may adversely affect any hardware or software, or that intercepts or misappropriates any data or information; (ii) is threatening, defamatory, libelous, harassing, profane, is an invasion of privacy, offensive, obscene or harmful; (iii) infringes or otherwise violates any patent, copyright, trademark, trade secret or other intellectual property or proprietary right of any third party; (iv) violates any law, statute, ordinance or regulation; or (v) includes unsolicited bulk e-mails, advertisements or solicitations- (h) Customer shall not knowingly transmit any data to the system used by SmartWorks or its third party service provider to provide the Hosting Services that contains software viruses or other harmful or deleterious computer code, files or programs. (i) Customer shall not interfere with or disrupt services or networks connected to the system used to provide the Hosting Services and shall not attempt to gain unauthorized access to the Hosting Services or such services or networks connected to the system used to provide the Hosting Services. Q) Customer shall not use the Hosting Services for unlawful, obscene, offensive or fraudulent Data or activity, such as advocating or causing harm, evading filters, sending abusive or deceptive messages- (k) Customer shall not provide the results of using the Hosting Services forthe purposes of monitoring its availability, performance, functionality, benchmarking or competitive analysis to any third party- (1) In addition to its termination rights under Section 10, SmartWorks may restrict or limit Customer's access to the Hosting Services if SmartWorks reasonably determines that Customer has engaged in or is likely to engage in N. Harris Computer Corporation — Confidential Page 3 of 18 25H-163 (whether knowingly or unknowingly) any prohibited conduct described herein and such conduct, in SmartWorks' reasonable opinion poses any risk of any kind or nature to SmartWorks or its service providers' network, business or other customers. As promptly as practicable after becoming aware of Customer's engagement in any such prohibited conduct, SmartWorks will use reasonable efforts to notify Customer of the restriction or limitation to Customer's access to the Hosting Services and will promptly restore Customer's access after SmartWorks has had reasonable assurance that such conduct has been permanently discontinued. In addition to and without limiting the foregoing, SmartWorks reserves the right to refuse to post or to remove in whole or in part any information or materials provided or submitted by or on behalf of Customer in connection with its use of the Hosting Services that SmartWorks determines, in its reasonable discretion, are either in violation of this Agreement or pose any risk of any kind or nature to SmartWorks or its service provider's network, business or other customers. 6. Hosting Services (a) SmartWorks and/or its service provider shall provide all facilities, equipment, and software required to deliver the Hosting Services for up to the Maximum Meters and Maximum Channels. (b) SmartWorks shall use commercially reasonable efforts to make the Hosting Services available to Users twenty four (24) hours per day, seven (7) days per week; subject to the terms further defined in Schedule "B". The system resources that are used by SmartWorks to provide the Hosting Services may be used for the applications of other SmartWorks customers or third parties- (c) SmartWorks reserves the right to have additional User acceptance criteria that may be applied to Users prior to their ability to have access to the Hosting Services. SmartWorks shall inform Customer of such criteria but SmartWorks shall be free to implement such criteria at any time without prior written warning to the Customer and/or to Users. Where Users do not accept such and/or agree to such criteria, SmartWorks reserves its rights to not grant to such Users access to the Hosting Services. SmartWorks reserves its rights to restrict access to the Hosting Services to Users for any violation of any additional terms and conditions to which such Users accept/agree to access the Hosting Services- (d) SmartWorks shall provide installation, configuration, system administration and maintenance of the facilities and equipment and software required to operate and ensure availability of the Hosting Services. Customer, not SmartWorks, shall be responsible for creating and maintaining all User account information and for performing all other application level system administration functions that are available within the Hosting Services. (e) SmartWorks shall comply with the terms and conditions regarding access and use of Data asset out in Section 12 of this Agreement- (f) Customer acknowledges that in order to provide the Hosting Services SmartWorks or its service provider may be required to purchase access to Third Party Components. Customer further acknowledges that the availability of such Third Party Components is based solely on the best information available to SmartWorks and its service providers as of the Effective Date including third party representations and government regulations and is subject to change during the Term with little or no advance notice. If any necessary Third Party Components are determined by SmartWorks to be unavailable as a result of changes to any third party availability, governmental regulations or other condition or circumstance outside of SmartWorks' control, then (a) SmartWorks shall not be in breach hereof or otherwise liable for any failure or inability to provide the Hosting Services as a result of such unavailability of any Third Party Components; and (b) SmartWorks may in its sole discretion modify, change or replace the applicable Third Party Components and otherwise attempt to mitigate the impact of the such unavailability of Third Party Components, and reserves the right to pass on any price increases by revising the Hosting Fees, subject to the right to terminate set out in Section 10, providing SmartWorks provides written notice of 3rd party requirements (g) The infrastructure deployed to support the Customer's Hosting Services solution is based upon the scope of Hosting Services solution as defined in Schedule "A" and/or a statement of work executed by Customer and N. Harris Computer Corporation — Confidential Page 4 of 18 25H-164 SmartWorks (or its authorized reseller) for the implementation and other professional services to be performed by SmartWorks. Should the technical demands of the infrastructure materially change due to changes such as total number of meters, interval lengths, or number of virtual meters, SmartWorks reserves the right to reassess and redefine the infrastructure required for acceptable performance and adjust the Annual Hosting Fees accordingly. 7. Customer Responsibilities (a) Customer Equipment. Customer agrees that it shall be responsible, at its sole expense, for providing all Internet access, including but not limited to obtaining, installing and maintaining all equipment, hardware, network, Internet or direct telecommunications connections and software applications (e.g. web browser) at Customer's facilities required for Users to access and use the Hosting Services. SmartWorks shall not be responsible for the operation of any Internet, network or other communication services. Customer further acknowledges that access to and the operation of the Hosting Services requires Customer's and Users' hardware to be of sufficient quality, condition and repair, and Customer agrees to and/or to ensure that Users' maintain their applicable hardware in the appropriate quality, condition and repair at its sole cost and expense- (b) Passwords. Customer agrees to comply with all SmartWorks and its service providers' security policies and procedures made available to it and as may be amended from time to time. Customer and its Users shall be responsible for keeping any and all passwords and user ID's assigned to its Users secret and confidential. Customer agrees that it is and shall remain solely and completely liable for any communications or other uses that are made using Customer's or its Users' passwords and user ID's, as well as any obligation that may result from such use. Customer agrees to notify SmartWorks promptly in writing if it believes that a password has been stolen or might otherwise be misused, of any unauthorized use of any password or user ID, or any other breach of security suspected by Customer related to the Hosting Services- (c) Users. The Customer is responsible for: (i) the actions of Users using the Hosting Services in accordance with this Agreement; (ii) ensuring that Users agree to any further terms and conditions as may be provided by SmartWorks from time to time for Users; and (iii) informing SmartWorks of any information about Users' actions that may affect either the Hosting Services or third party data contained in or used by the Hosting Services, or SmartWorks' ability to provide the Hosting Services as contemplated by this Agreement- (d) Compliance with Laws. Customer represents and warrants to SmartWorks that it and its Users will at all times be in compliance with all applicable local, state, provincial, federal and international laws, rules and regulations including but not limited to those laws regarding restrictions on exports (including the U.S. Export Administration Regulations, end -user, end use and destination restrictions by Canadian, U.S. and other governments related to SmartWorks and its service provider's products, services and technologies), defamation, libel, harm to reputation, invasion of privacy, misuse or failure to protect personal information, violation of secrecy, confidentiality, unfair competition and other situations which could generate liability- (e) Data Security. Customer acknowledges and agrees that use of or connection to the Internet is inherently insecure and provides opportunity for unauthorized access by a third party to Customer's and its Users' (as well as SmartWorks' and its service providers') computer systems, networks and any and all information stored therein. Customer is solely responsible for ensuring that (i) Customer's computer systems are secure and protected from unwanted interference (such as "hackers" and viruses), (ii) all transmissions are screened for viruses or other harmful code prior to transmission to SmartWorks' servers, and (iii) Data is encrypted. If any Data could be subject to governmental regulation or may require security measures beyond those specified by SmartWorks for the Hosting Services, Customer will not input or provide such content or Data unless SmartWorks has otherwise first agreed in writing to implement additional security and other measures. By using the Hosting Services, Customer acknowledges that it meets Customer's requirements and data (including personal information) processing instructions. SMARTWORKS AND ITS THIRD PARTY SERVICE PROVIDER DO NOT GUARANTEE THE PRIVACY, SECURITY, AUTHENTICITY, AND NON -CORRUPTION OF ANY INFORMATION TRANSMITTED OR STORED IN ANY SYSTEM CONNECTED TO THE INTERNET. SMARTWORKS AND ITS THIRD PARTY N. Harris Computer Corporation — Confidential Page 5 of 18 25H-165 SERVICE PROVIDER SHALL NOT BE RESPONSIBLE FOR ANY ADVERSE CONSEQUENCES WHATSOEVER OF CUSTOMER'S OR ITS USERS' CONNECTION TO OR USE OF THE INTERNET, AND SMARTWORKS AND ITS THIRD PARTY SERVICE PROVIDER SHALL NOT BE RESPONSIBLE FOR ANY USE BY CUSTOMER OR ANY USER OF CUSTOMER'S INTERNET CONNECTION IN VIOLATION OF ANY LAW, RULE OR REGULATION. 8. Warranty and Warranty Disclaimer (a) Limited Warranty. SmartWorks warrants to Customer that the Hosting Services shall be performed at the service level availability, as stated in this Agreement, provided that all use of the Hosting Services is for the purposes and in accordance with the terms and conditions of this Agreement. The foregoing limited warranty will not apply if there has been misuse, modification, damage not caused by SmartWorks or its third party service provider, failure to comply with instructions provided by SmartWorks or if otherwise stated in this Agreement. Customer's sole remedy in the event the Hosting Services do not conform to the foregoing limited warranty is for SmartWorks to use commercially reasonable efforts to correct such non-conformance and the right to terminate this Agreement in accordance with Section 10. (b) Warranty Disclaimer. TO THE GREATEST EXTENT PERMITTED BY LAW, EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET OUT IN SECTION 8(A), THE HOSTING SERVICES, THE SOFTWARE, AND ANY OTHER PRODUCTS OR SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED TO CUSTOMER "AS IS" AND THERE ARE NO OTHER WARRANTIES, REPRESENTATIONS OR CONDITIONS, EXPRESSED OR IMPLIED, WRITTEN OR ORAL, ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, REGARDING THEM OR ANY OTHER PRODUCT, SERVICE OR MATERIAL PROVIDED HEREUNDER OR IN CONNECTION HEREWITH. SMARTWORKS, ITS THIRD PARTY SERVICE PROVIDER, LICENSORS AND SUPPLIERS DISCLAIM ANY IMPLIED WARRANTIES OR CONDITIONS REGARDING THE SOFTWARE, THE HOSTING SERVICES, AND ANY OTHER PRODUCTS, SERVICES AND MATERIALS PROVIDED HEREUNDER OR IN CONNECTION HEREWITH, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABLE QUALITY, MERCHANTABILITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON - INFRINGEMENT. SMARTWORKS, ITS THIRD PARTY SERVICE PROVIDER, LICENSORS AND SUPPLIERS DO NOT REPRESENT OR WARRANT THAT THE HOSTING SERVICES OR THE SOFTWARE SHALL OPERATE ERROR FREE OR UNINTERRUPTED, SHALL MEET ANY OR ALL OF CUSTOMER'S PARTICULAR REQUIREMENTS, OR THAT SMARTWORKS OR ITS THIRD PARTY SERVICE PROVIDER WILL PREVENT THIRD PARTY DISRUPTIONS OR UNAUTHORIZED THIRD PARTY ACCESS TO THE HOSTING 69�:��/P7x.Ye]:�.y691q�1�I.9q�lCH,:LeP/1�1�1:1�.[eI.911�[eI.9�:��/Nlx.9 WITHOUT LIMITING THE FOREGOING, SMARTWORKS DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH REGARD TO PRODUCTS OR SERVICES FROM THIRD PARTIES (INCLUDING WITHOUT LIMITATION THE THIRD PARTY COMPONENTS, THE HARDWARE, THE OPERATION OF THE INTERNET, NETWORK OR OTHER COMMUNICATION SERVICES) AND ASSUMES NO RESPONSIBILITY OR LIABILITY WITH RESPECT TO THE FOREGOING OR THE APPROPRIATENESS OF YOUR DATA MANAGEMENT SYSTEM OR THE ACCURACY OF DATA CONTAINED IN SUCH SYSTEM. NO AGREEMENTS VARYING OR EXTENDING ANY EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT SHALL BE BINDING ON EITHER PARTY UNLESS IN WRITING AND SIGNED BY AN AUTHORIZED SIGNING OFFICER OF SMARTWORKS. 9. Limitations on Liability TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER AGREES THAT THE ENTIRE COLLECTIVE LIABILITY OF SMARTWORKS AND ITS THIRD PARTY SERVICE PROVIDER AND CUSTOMER'S EXCLUSIVE REMEDY WITH RESPECT TO THE HOSTING SERVICES, AND ANY OTHER N. Harris Computer Corporation — Confidential Page 6 of 18 25H-166 PRODUCTS, MATERIALS OR SERVICES SUPPLIED BY SMARTWORKS IN CONNECTION WITH THIS AGREEMENT FOR DAMAGES FOR ANY CAUSE AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING FUNDAMENTAL BREACH OR NEGLIGENCE, SHALL BE LIMITED TO ACTUAL DIRECT DAMAGES AND SHALL NOT EXCEED IN THE AGGREGATE (2x) ANNUAL HOSTING FEES PAID BY CUSTOMER TO SMARTWORKS UNDER THIS AGREEMENT DURING THE THEN - CURRENT TERM OF THE AGREEMENT UP TO AND INCLUDING THE DATE OF TERMINATION (AND IN NO EVENT BEING GREATER THAN 12 MONTHS). CUSTOMER FURTHER AGREES THAT IN NO EVENT SHALL SMARTWORKS OR ITS THIRD PARTY SERVICE PROVIDER BE LIABLE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING FUNDAMENTAL BREACH OR NEGLIGENCE, FOR ANY INDIRECT, PUNITIVE, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION FOR LOST PROFITS, LOSS OF REVENUE, FAILURE TO REALIZE ANTICIPATED SAVINGS, LOST OR DAMAGED DATA, LOSS OF GOODWILL, BUSINESS OPPORTUNITIES OR REPUTATION, OR ECONOMIC LOSS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGES, OR SUCH LOSSES OR DAMAGES ARE FORESEEABLE. 10. Suspension and Termination (a) Suspension of Hosting Services. In addition to any other rights that SmartWorks may have under this Agreement, at law or in equity, SmartWorks may suspend, limit or terminate Customers' use of the Hosting Services if SmartWorks determines there is a material breach of this Agreement, a security breach, or violation of law by Customer or any User. If SmartWorks' service provider determines that the cause of the suspension can reasonably be remedied, SmartWorks will provide notice of the actions Customer and its Users must take to reinstate the Hosting Services. If such action is not taken within a reasonable time, SmartWorks may terminate this Agreement effectively immediately upon written notice to Customer to that effect. (b) This Agreement may be terminated as follows: If SmartWorks is in material breach of any of its obligations or any provision under this Agreement, Customer must notify the breaching party in writing of such default (a "Default Notice"). Upon receipt of a Default Notice, SmartWorks must correct the default at no additional cost to Customer within ninety (90) days, or issue a written notice of its own disputing the alleged default within thirty (30) days, of the date of receipt of a Default Notice. If SmartWorks fails to correct the default within such ninety (90) day period, and did not issue a notice disputing the alleged default within such thirty (30) day period, Customer may terminate this Agreement upon written notice to SmartWorks to that effect ii. If Customer has failed to pay any amounts when due under this Agreement, SmartWorks shall have the right to (i) suspend performance of the Hosting Services (including Customer access to the Hosting Services) until all amounts are paid in full, and/or (ii) terminate this Agreement effective immediately upon written notice to Customer to that effect. iii. SmartWorks may terminate this Agreement effective immediately upon written notice to Customer if Customer has breached its obligations of confidentiality or any intellectual property right or proprietary right of SmartWorks or its service provider or in accordance with Section 10(a) in the event of a material breach by Customer. iv. Either party may terminate this Agreement effective immediately upon written notice to the other party if the other party: (i) becomes insolvent; (ii) becomes the subject of any proceeding under any bankruptcy, insolvency or liquidation law, whether domestic or foreign, and whether voluntary or involuntary, which is not resolved favorably to the subject party within ninety (90) days of commencement thereof, or (iii) becomes subject to property seizure under court order, court injunction or other court order which has a material adverse effect on its ability to perform hereunder. N. Harris Computer Corporation — Confidential Page 7 of 18 25H-167 v. This Agreement shall automatically terminate in the event that the Software License and Services Agreement is terminated. vi. If any such modification, change or replacement of the original Third Party Components pursuant to Section 6(f) includes a material price increase with respect to the Hosting Services enabled by such Third Party Components or impairs Customer's ability to utilize such Hosting Services in substantially the same manner as they were utilized prior to the modification, change or replacement, Customer may terminate this Agreement by providing written notice to SmartWorks within twenty (20) days after Customer's receipt of notification of such material price increase or discovery of such impairment. 11. Effects of Termination In the event of termination or expiration of this Agreement: (a) All rights granted to Customer in this Agreement shall immediately terminate and SmartWorks will immediately cease to perform or provide the Hosting Services- (b) Customer will pay all amounts due under this Agreement up to and through the date of termination and all costs reasonably incurred in collecting the amounts due to SmartWorks (including court costs, attorney fees, and repossession charges to the extent not prohibited by law). (c) Customer shall return to SmartWorks or at SmartWorks' option purge or destroy all copies of any Confidential Information of SmartWorks in its possession or under its control (except as required under any statute or legislation related to retention requirements), and provide a duly authorized certificate of an officer of Customer confirming same within thirty (30) days- (d) Except as otherwise provided in this Agreement, termination of this Agreement shall not affect any right of action of either party arising from anything which was done or not done, as the case may be, prior to the termination taking effect- (e) Any cancellation and/or termination of this Agreement prior to the end of the Initial Term shall result in the following: an acceleration of all Annual Hosting Fees due for each year of the Initial Term not already invoiced and/or paid, which amount will be due immediately. This section will not affect SmartWorks' right to collect any further invoiced amounts for other Professional Service Fees- (f) Conditional upon Customer's payment of all Fees that are due to SmartWorks, SmartWorks will furnish the Customer with a copy of the Data in a format to be mutually agreed upon between the parties in writing (typically a .csv file). The anticipated services to provide a copy of the Data are one to two days and will be billed at SmartWorks' then current daily rate. Upon receipt of notice from Customer confirming receipt of the Data, SmartWorks shall destroy all copies of the Data and delete all Data on the database and an Officer of SmartWorks shall certify the destruction and deletion to the Customer. Subject to any legal requirement that SmartWorks must retain a copy of the Data, SmartWorks shall not delete the Data for 90 days from the date of termination except: (i) where SmartWorks has provided the Data to Customer pursuant to this Subsection; or (ii) where it has received written instructions from Customer to delete the Data. Following 90 days from the date of termination if Customer has not communicated with SmartWorks regarding the Data, SmartWorks shall have the right to delete all Data at any time as either required by law or as determined by SmartWorks in its sole discretion. Notwithstanding the foregoing, SmartWorks shall be permitted to delete all Data without providing notification to Customer and SmartWorks shall not be required to adhere to the time frames detailed above where SmartWorks is required by law to delete such Data. 12. Ownership (a) By SmartWorks. SmartWorks its service providers and licensors are and shall at all times remain the owner of all copyright, trademarks, trade secrets, patents and any other intellectual property rights in and to the Hosting Services, Software, Documentation, and related documentation, materials, logos, names and other support materials provided to the Customer pursuant to the terms of this Agreement. Customer shall acquire N. Harris Computer Corporation — Confidential Page 8 of 18 25H-168 no right whatsoever to all or any part of the Hosting Services, underlying system or software except the limited right to access and use the Hosting Services in accordance with the terms of this Agreement and the Software License Agreement SmartWorks, its service providers and its licensors reserve all rights not expressly granted to Customer. Customer must fully reproduce any copyright or other notice marked on any part of the documentation or other materials on all authorized copies and must not alter or remove any such copyright or other notice. Customer shall report to SmartWorks any infringement or misappropriation of SmartWorks Intellectual Property Rights or other rights in the Hosting Services or the Documentation of which Customer becomes aware. Customer hereby grants to SmartWorks a royalty -free, worldwide, irrevocable, perpetual license to use and incorporate into the Hosting Services, and underlying system and software any suggestions, ideas, enhancement requests, recommendations or other feedback provided by Customer relating to the operation of the Hosting Services- (b) Customer Data. As between SmartWorks and Customer, all Data will remain the sole and exclusive property of Customer. Customer is solely responsible for ensuring the accuracy, quality, integrity, reliability, appropriateness and right to view and use the Data. Subject to the terms and conditions of the Agreement, Customer grants to SmartWorks a world-wide, non-exclusive, royalty -free license to access the Data for the purpose of performing the Hosting Services. Access to the Data shall only be by SmartWorks' employees and/or subcontractors whose job function requires access. Except as specified in this Agreement, SmartWorks may not access the Data for any other purpose without the express written consent of Customer. Access to Data by any outside party shall only be in accordance with the terms of this Agreement or where required by law. Customer grants to SmartWorks a world-wide, non-exclusive, royalty -free license to aggregate or compile Data with the customer data of other customers using the Hosting Services so long as such aggregation or compilation omits any data that would enable the identification of Customer, its clients or any individual, company or organization ("Aggregated Data"). ) SmartWorks shall have a worldwide, perpetual, royalty -free license to use, modify, distribute and create derivative works based on such Aggregated Data, including all reports, statistics or analyses created or derived therefrom. Additionally, Customer grants SmartWorks the right to access Data to provide feedback to Customer concerning its use of the Hosting Services. Customer authorizes SmartWorks to disclose the fact that Customer is a customer of SmartWorks and uses the Hosting Services. If and to the extent (i) SmartWorks and its third party service provider are processing personal data on behalf of Customer acting as Customer's subprocessor, and (ii) the European General Data Protection Regulation (EU/2016/679) ("GDPR") applies to such processing of personal data, to the extent legally required Customer shall enter into a data processing agreement. SmartWorks' third party service provider and its affiliates, and their contractors and subprocessors, may wherever they do business, store and otherwise process business contact information ("BCI") of Customer and its Users, for example, name, business telephone, address, email, and user IDs for business dealings with them. Where notice to or consent by the individuals is required for such processing, Customer will notify and obtain such consent. SmartWorks' third party service provider may use personnel and resources in locations worldwide and third party suppliers to support the delivery of its products and services. SmartWorks' third party service provider collects Account Data, defined as information other than Data and BCI that Customer provides to the third party service provider to enable SmartWorks' or Customer's use of the third party service provider's products or that it collects using tracking technologies, such as cookies and web beacons, regarding SmartWorks' or Customer's use of the third party service provider's products. Additional details are available at the link to SmartWorks' third party service provider's Online Privacy Statement set out in Schedule "A". (c) Data and Privacy Policy of Customer The Customer represents and warrants to SmartWorks that- N. Harris Computer Corporation — Confidential Page 9 of 18 25H-169 i. Data that is either provided to or acquired by SmartWorks from Customer is owned exclusively by Customer and that the Customer has full right and title to provide the Data to SmartWorks and its third party service provider; ii. Data that is either provided to or acquired by SmartWorks is subject to a privacy policy in effect as of the Effective Date and Customer's customers have provided to Customer their written consent for its collection, use and storage by SmartWorks and its third -party service providers in accordance with this Agreement and in any jurisdiction in North America; iii. Customer complies with all applicable privacy legislation as of the Effective Date in the performance of its obligations hereunder in respect of any Data collected, used, transferred, created or disclosed pursuant to this Agreement; and iv. Customer will not provide SmartWorks with data of any kind for which SmartWorks or its third party service provider either has no need or does not have the right to collect, use and store under the terms of this Agreement- (d) Audit Rights In order to assist SmartWorks with the protection of its proprietary information and Confidential Information and to enable SmartWorks to verify Customer's compliance with the terms and conditions of this Agreement, Customer shall permit SmartWorks and its independent auditor to visit during normal business hours any premises at which the Hosting Services are used or being accessed and shall provide SmartWorks with access to its records including usage data. SmartWorks shall provide Customer with reasonable notice of any such audit, but in no event less than 15 business days. 13. Confidential Information The parties agree to keep confidential any and all Confidential Information with respect to the other party which it has received or may in the future receive in connection with this Agreement and shall only disclose such Confidential Information of the other party (i) to its agents, employees or representatives who have a need to know such information, for the purpose of performance under this Agreement and exercising the rights granted under this Agreement, and who have entered into a non -disclosure agreement at least as protective of the other party's Confidential Information as this Agreement, or (ii) to the extent required by applicable law or during the course of or in connection with any litigation, arbitration or other proceeding based upon or in connection with the subject matter of this Agreement, provided that the receiving party shall give the disclosing party reasonable notice prior to such disclosure and shall comply with any applicable protective order or equivalent. The parties each agree to hold the other party's Confidential Information in confidence and to take all reasonable steps, which shall be no less than those steps it takes to protect its own confidential and proprietary information, to protect the Confidential Information of the other party. In addition to any other restrictions on SmartWorks' use of the Data, the confidentiality obligations above apply except to the extent that both parties agree that the Data may be subject to privacy laws providing for the owners of the Data to review such Data or to challenge the collection and storage of the Data. Customer shall indemnify and reimburse SmartWorks in relation to all reasonable fees and other disbursements paid by SmartWorks to comply with such requests, whether by an individual or a government body, or to challenge such requests at either SmartWorks' or Customer's request. Customer represents and warrants to SmartWorks that as of the Effective Date no individual, government body or third party has requested a review of the Data or challenged the collection and storage of the Data to be stored in the Software. 14. Indemnity Customer is solely responsible for its Data, its use, and its Users' use, of the Hosting Services in anyway, and all legal liability arising out of or relating thereto. Customer shall defend, indemnify and hold SmartWorks and its third N. Harris Computer Corporation — Confidential Page 10 of 18 25H-170 party service providers, if applicable, and each of their respective officers, directors, employees and agents (the "Indemnities") harmless from and against any and all losses, costs, damages and expenses (including reasonable attorney's fees) that the Indemnities may suffer in connection with any demands, claims, actions, suits or proceedings arising out of or in connection with (i) the use of the Hosting Services including but not limited to any Third Party Components by Customer or its Users; (ii) any breach by Customer or its Users of this Agreement; or (iii) Customer's Data, including but not limited to any third party claims that the inclusion, use, reference, incorporation of or linking to any third party materials or the Customer's Data violates such third party's copyright and/or other intellectual property, privacy or other rights, or that such use is illegal. 15. General Governing Law; Venue: This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. (a) Notice Any notice required or permitted to be given to any party to this Agreement shall be given in writing and shall be delivered either personally, mailed by prepaid registered post or sent by facsimile to the appropriate address or facsimile number set out below. Any such notice shall be conclusively deemed to have been given and received on the day on which it is delivered or transmitted (or on the next succeeding business day if delivered or received by facsimile after 5:00 p.m. local time on the date of delivery or receipt, or if delivered or received by facsimile on a day other than a business day), if personally delivered or sent by facsimile or, if mailed, on the third business day following the date of mailing, and addressed, in the case of the SmartWorks, to: N. HARRIS COMPUTER CORPORATION 1 Antares Drive, Suite 400 Ottawa, Ontario K2E 8C4 Attention: CEO / Legal Telephone: 613-226-5511, extension 2149 and in the case of the Customer, to: City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 Attn: Clerk of the Council With copy to Executive Director, Public Works Agency (at same address) Each party may change its particulars respecting notice, by issuing notice to the other party in the manner described in this Section 15(c). (b) Currency: Unless otherwise indicated, all dollar amounts referred in this Agreement are in lawful money of the United States of America- (c) Use of Name. Customer agrees to the following promotional activities in relation to the purchase of SmartWorks' solutions, products and services: (i) Customer permits SmartWorks to issue a mutually agreed upon press release announcing Customer's purchase of SmartWorks' products and services, and (ii) Customer grants SmartWorks the right to reasonably include the Customer's name and logo in published lists N. Harris Computer Corporation — Confidential Page 11 of 18 25H-171 referencing the users of the products and services of SmartWorks. Customer may unilaterally withdraw their consent to the above promotional activities at any time by providing written notice to SmartWorks of said revocation- (d) Entire Agreement: This Agreement together with the Schedules attached to this Agreement constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, negotiations, understandings, arrangements, and communications between the parties, both written and oral, relating to the subject matter hereof. No terms and conditions in any Customer orders, or in any other documentation employed by or on behalf of Customer in connection with this Agreement, regardless of the date of such documentation, will affect the terms of this Agreement, even if such document is accepted by the receiving party, with such provisions being deemed deleted. This Agreement may only be modified by a written amendment signed by an authorized representative of each of the parties- (e) Waiver. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party- (f) Assignment: Customer may not assign any of its rights or duties under this Agreement without the prior written consent of SmartWorks, such consent not to be unreasonably withheld. This Agreement shall inure to the benefit of and be binding upon the parties to this Agreement and their respective successors and permitted assigns- (g) Severability: If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable under any applicable law, then such provision shall be deemed modified to the extent necessary in order to render such provision valid and enforceable. If such provision may not be so saved, it shall be severed and the remainder of this Agreement shall remain in full force and effect- (h) Allocation of Risk: Customer acknowledges and agrees that the warranty disclaimer and limitation of liability contained in this Agreement are fundamental elements of the basis of the bargain between SmartWorks and Customer and set forth an allocation of risk reflected in the fees and payments due hereunder- (i) Relationship: The parties are and shall at all times remain independent contractors in the performance of this Agreement and nothing herein shall be deemed to create a joint venture, partnership or agency relationship between the parties. Neither party will have the power to bind the other party or to contract in the name of or create any liability against the other party in any way for any purpose. Neither party will be responsible for the acts or defaults of the other party or of those for whom the other party is law responsible. Q) Equitable Relief: Customer acknowledges and agrees that it would be difficult to compute the monetary loss to SmartWorks arising from a breach or threatened breach of this Agreement by Customer and that, accordingly, SmartWorks will be entitled to specific performance, injunctive or other equitable relief in addition to or instead of monetary damages in the event of a breach or threatened breach of this Agreement by Customer- (k) Force Majeure: No default, delay or failure to perform on the part of SmartWorks shall be considered a breach of this Agreement where such default, delay or failure is due to a force majeure or to circumstances beyond its control. Such circumstances will include, without limitation, strikes, riots, civil disturbances, actions or inactions concerning government authorities, epidemics, war, terrorist acts, embargoes, severe weather, fire, earthquakes, floods, acts of any governmental body, acts of God or the public enemy or default of a common carrier, unavailability of Third Party Components or other disasters or events- (1) Survival: Sections 1 (Definitions), 3 (Fees), 5 (Restrictions on Use), 6(f) (Compliance with Laws), 6(g) (Security), 8(b) (Warranty Disclaimer), 9 (Limitations on Liability), 11 (Effects of Termination), 12 (Ownership), 13 (Confidential Information), 14 (Indemnity), 15 (General) and any other provision of this Agreement which is required to ensure that the parties fully exercise their rights and their obligations hereunder shall survive any termination or expiration of this Agreement unless and until waived expressly in writing by the party to whom they are the benefit. (m) Counterparts: This Agreement may be executed in counterparts (whether by facsimile signature, PDF via email, or otherwise), each of which when so executed shall constitute an original and all of which together shall constitute one and the same instrument. [Signatures on Following Page] N. Harris Computer Corporation — Confidential Page 12 of 18 25H-172 IN WITNESS WHEREOF, SmartWorks and the Customer have duly executed this Agreement to be effective on the Effective Date first written above. N. HARRRII77S��COMPUTER CORPORATION CQ0, C.1u 61_& Signature Eric Chabot Name Executive Vice -President Title October 1, 2020 Date N. Harris Computer Corporation — Confidential CITY OF SANTA ANA Signature Kristine Rid Name City Manager Title Date APPROVED AS TO FORM 1w- -f.� An M. Funk Assistant City Attorney ATTEST Daisy Gomez Clerk of the Council RECOMMENDED FOR APPROVAL Nabil Saba Executive Director Public Works Agency Page 13 of 18 25H-173 Schedule "A" Fees and Payment Schedule Customer shall pay the Annual Hosting Fees set out in the table below Annual Recurring Fees (includes support services) Amount Annual Hosting Fee: $12,720 The Annual Hosting Fees are based on the maximum meters, channel and Interval lengths set out in the table below PAYMENT TERMS: The Annual Hosting Fees will be due in advance of the Initial Term and each Renewal Term, and is non -refundable - Professional Services Fees stated above, and any applicable travel and lodging expenses, will be invoiced as incurred and shall be due and payable thirty (30) days from the date of invoice. ADDITIONAL PROFESSIONAL SERVICE(S) FEES Additional Professional Services may be provided on -site or via the telephone. Additional Professional Services work provided via telephone is billed at the rate of two hundred and thirty ($230) per hour. Additional Professional Services work performed on -site does not include travel, lodging and per diem expenses. Professional Services performed one year or more after the execution date of this Agreement shall be billed at the then current SmartWorks Professional Services rates. Help line support and Support Services do not include training or other Professional Services. Customer shall incur a seven -hundred fifty dollar ($750) daily surcharge for any Professional Services provided on weekends or SmartWorks recognized holidays; plus the corresponding standard Professional Services fees and any applicable travel charges per paragraph 4. Additional Professional Services may include, but are not limited to, the following: software installation, configuration, data validation, system setup, system balancing, interface setup, interface testing, process training, application training and business requirements gathering. RESET OF TERM TO MATCH FISCAL YEAR: Customer may request that SmartWorks match the annual invoicing of the Annual Subscription Fees with Customer's fiscal year. In order for Customer to elect to match annual invoicing with their fiscal year, Customer must make said request to SmartWorks in writing and during the Initial Term of this Agreement. If such election is N. Harris Computer Corporation — Confidential Page 14 of 18 25H-174 made SmartWorks shall, a) issue a prorated invoice for any Subscription Fees due for the portion of the year remaining in Customer's current fiscal year, b) extend the then current term to expire at the end of the Customer's subsequent fiscal year, c) issue an annual invoice thereafter on the annual anniversary date of Customer's fiscal year for any Subscription Fees due, and d) reset future annual terms to expire at the end of Customer's fiscal year. Annual Subscription Fees are invoiced in advance of an upcoming annual term. Subscription fees shall be due and payable thirty (30) days from date of invoice. Third Party Service Provider's Online Privacy Policy: httos://WWW.ibm.com/orivacv/details/us/en/ N. Harris Computer Corporation — Confidential Page 15 of 18 25H-175 SCHEDULE B 1-1 a A1rj ra *V_\9_1 I +_1-114 Y I Vy 1. Availability Requirement. SmartWorks shall use commercially reasonable efforts to make the Services Available 100% of the time of the time in any given calendar month as measured over the course of the total number of days in each calendar month during the Term (each such calendar month, a "Service Period"), excluding un-Availability as a result of any of the Exceptions described below in this Section 1 (the "Availability Requirement'). "Service Level Failure" means a material failure of the Services to meet the Availability Requirement. "Available" means the Services are available for access and use by Customer in a production environment. For the purposes of calculating the Availability Requirement, the Services will not be considered un-Available and no Service Level Failure will be deemed to have occurred in connection with any failure to meet the Availability Requirement that is due, in whole or in part, to any: (a) Customer Cause; (b) Customer's Internet connectivity; (c) a force majeure event (as described in Section 20(m)); (d) failure, interruption, outage, or other problem with any software, hardware, system, network, facility, or other matter not supplied by SmartWorks pursuant to this Agreement; (e) Routine Scheduled Downtime; (f) any interruption to the access or use of the Services that occurs in a non -production environment; (g) Emergency Work; or (i) disabling, suspension, or termination of the Services for cause by SmartWorks. For clarity, references to "Customer" in this Schedule B include Authorized Users. 2. Customer Cause. For the purposes of this Schedule B, "Customer Cause" means any of the following causes: (a) any negligent or improper use, misapplication, misuse or abuse of, or damage to, the Services by Customer or its representatives; (b) any interference or modification to or alteration of the Services by Customer or its representatives; (c) any use of the Services by Customer or its representatives in a manner inconsistent with the then -current Documentation; (d) any use by Customer or its representatives of any third party products that SmartWorks has not provided or caused to be provided to Customer; or (e) any use by Customer of a non- current version or release of Third Party Components, notwithstanding notice from SmartWorks that updates, fixes or patches are required. 3. Service Level Failures and Remedies. (a) In the event of a Service Level Failure, SmartWorks shall issue a credit to Customer in the amounts set out in the table below (a "Service Level Credit'), provided however, that SmartWorks has no obligation to issue any Service Level Credit unless Customer: (i) reports the Service Level Failure to SmartWorks immediately on becoming aware of it; and (ii) requests such Service Level Credit in writing within ten (10) days of the Service Level Failure. Service Period Availability Service Level Credit (Percentage of Monthly Payment of Annual Subscription Fee Equal to or greater than 99% 0% Equal to or greater than 98% 3% Equal to or greater than 97% 5% Equal to or greater than 95% 10% Less than 95% 15% The Service Period Availability is calculated by subtracting the total number of minutes that the Services are un-Available in a Service Period from the total number of minutes in a Service Period and then dividing the difference by the total number of minutes in a Service Period- N. Harris Computer Corporation — Confidential Page 16 of 18 25H-176 (b) Any Service Level Credit payable to Customer under this Agreement will be issued to Customer in the last calendar month of the Term. This Section 3 sets forth SmartWorks' sole obligation and liability and Customer's sole remedy for any Service Level Failure. 4. Routine Scheduled Downtime. For the purposes of this Schedule B, "Routine Scheduled Downtime" means a period of time during which SmartWorks conducts routine system maintenance and for which SmartWorks has provided Customer written notice a minimum of three business days prior to such period, which will be between 6PM and midnight Central Time on weekdays and or any time on weekends, as agreed by the parties. 5. Factors Outside SmartWorks's Reasonable Control. For the purposes of this Schedule B, outages due to force majeure events include power surges or network or device failure external to SmartWorks' data centers. In the event of a force majeure event, SmartWorks shall be entitled to take any actions determined, in its sole discretion, necessary or advisable to prevent, remedy, mitigate, or otherwise address actual or potential harm, interruption, loss, threat, security, or like concern to SmartWorks' hosting infrastructure resulting from such force majeure event ("Emergency Work"). SmartWorks shall provide advance notice of such Emergency Work to Customer when practicable and possible. SmartWorks shall not be held responsible for any deterioration of performance or un-Availability during such force majeure events or Emergency Work. 6. Unauthorized Actions. SmartWorks shall not be responsible for any un-Availability that results from Customer's unauthorized action or lack of action when required, or from Customer's employees, agents, contractors, or vendors, or anyone gaining access to the Services by means of Customer passwords or equipment, or otherwise resulting from Customer failure to follow appropriate security practices. Although SmartWorks will use commercially reasonable efforts to mitigate the effects of any such events, SmartWorks cannot guarantee that such events will not occur. Accordingly, SmartWorks disclaims any and all liability resulting from or relating to such events. 7. Failure to Adhere to Requirements. SmartWorks shall not be responsible for any un-Availability which results from Customer's failure to adhere to any required configurations, follow any policies for acceptable use, or use of the Services in a manner inconsistent with the features and functionality of the Services (for example, attempts to perform operations that are not supported, exceeding prescribed quotas, if applicable, or suspected abusive behavior) or inconsistent with SmartWorks' published guidance. N. Harris Computer Corporation — Confidential Page 17 of 18 25H-177 Schedule C Security 1. Harris shall store and process Data in accordance with industry standard practices- 2- Response to Legal Orders, Demands or Requests for Data. a. Where permitted by law SmartWorks shall: i. Promptly notify the Customer of any subpoenas, warrants, or other legal orders, demands or requests received by SmartWorks seeking Data; ii. Consult with the Customer regarding its response; iii. Cooperate with the Customer's reasonable requests, at Customer's expense, in connection with efforts by the Customer to intervene and quash or modify the legal order, demand or request; and iv. Upon the Customer's request, provide the Customer with a copy of its response- b. If the Customer receives a subpoena, warrant, or other legal order, demand ("requests") or request seeking Data maintained by SmartWorks, Customer will promptly provide a copy of the request to SmartWorks. SmartWorks will, where permitted by law, promptly supply Customer with copies of records or information required for the Customer to respond, and will cooperate with Customer's reasonable requests, and at Customer's expense, in connection with its response. N. Harris Computer Corporation — Confidential Page 18 of 18 25H-178 EXHIBIT 4 Software License and Services Agreement This Software License and Services Agreement (the "Agreement"), is entered into on November 17, 2020 (the "Effective Date") by and between City of Santa Ana ("Customer") and N. Harris Computer Corporation of 1 Antares Drive, Suite 400, Ottawa, Ontario K2E 8C4 ("SmartWorks"). NOW THEREFORE, in consideration of the mutual covenants and obligations contained here and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows- 1 . Interpretation. (a) Definitions. In this Agreement the following expressions shall have the meanings indicated below. Other terms are defined in the body of this Agreement. "Confidential Information" shall mean the Software, and any information which is confidential in nature or that is treated by SmartWorks as being confidential which is disclosed by SmartWorks or obtained by Customer in connection with this Agreement, whether such information is in oral, written, graphic or electronic form, which: is (i) marked "Confidential," "Restricted," or "Proprietary Information" or other similar marking, (ii) known by the Customer to be considered confidential or proprietary, such as the Software, or (iii) which should be known or understood to be confidential or proprietary by an individual exercising reasonable commercial judgment in the circumstances. Confidential Information does not include information to the extent that such information: (i) is or becomes generally known to the public by any means other than a breach of the obligations of a receiving party hereunder; (ii) was previously known to the receiving party as evidenced by its written records; (iii) is rightly received by the receiving party from a third party who is not under an obligation of confidentiality; or (iv) is independently developed bythe receiving party's employees or independent contractors who have not had access to or use of the other party's Confidential Information which such independent development can be established by evidence that would be acceptable to a court of competent jurisdiction; "Documentation" means user guides, operating manuals, educational materials, product descriptions and specifications, technical manuals, and supporting materials, as may be amended or supplemented from time to time and delivered to Customer by SmartWorks; "Fees" means the License Fees, Maintenance and Support Fees, and any other applicable fees set out in Schedule "A" to this Agreement; "Intellectual Property Rights" shall mean any proprietary right, including but not limited to those provided under: (i) patent law, (ii) copyright law; (iii) trade -mark law; (iv) design patent or industrial design law; or (vi) any other statutory provision or common law principle that may provide a right in either (a) ideas, formulae, algorithms, concepts, inventions or know-how; or (b) the expression of such ideas, formulae, algorithms, concepts, inventions or know-how; "License Fees" means the fees to be paid by Customer in respect of the license rights to use the Software, as set out in Schedule "A", "Maximum Channels" means the maximum number of channels [or existing systems and connected devices such as Supervisory Control and Data Acquisition (SCADA) and sensors in the emerging Internet of Things (IoT)j that collect data regarding electricity being consumed by a customer of Customer or collect data regarding electricity provided by a customerto Customer, with which Customer is authorized to use the Software as specified in Schedule "A". "Maximum Meters" means the maximum number of meters with which Customer is authorized to use the Software as specified in Schedule "A". 25H-179 "Maintenance and Support Fees" means the fees for the Maintenance and Support Services set out in Schedule "A", "Maintenance and Support Services" means maintenance and support services to be provided by SmartWorks pursuant to the terms and conditions of Schedule "B"; "Open Source License" means terms that, as a condition of use, copying, modification or redistribution of software, require that such software and/or derivative works thereof to be disclosed or distributed in source code form, to be licensed for the purpose of making derivative works, or to be redistributed free of charge, including without limitation software distributed under the GNU General Public License or GNU Lesser/Library GPL; "Required Hardware" shall have the meaning set out in Section 6(b); "Required Programs" shall have the meaning set out in Section 6(a); "Software" means the object code version of the SmartWorks software products listed in Schedule "A" and includes any Updates or Upgrades that have been provided to Customer as part of the Maintenance and Support Services. Third Party Software is not included in the definition of Software except where this Agreement explicitly states otherwise; "Third Party Software" means third party software products licensed to Customer by the applicable third party licensors. Future Releases of the Software may require alternate third -party software to be upgraded or licensed by Customer, which will be subject to a third party license agreement between Customer and the relevant third - party software licensor; "Updates" means any published changes, additions or corrections to the Software that primarily include a minor modification or enhancement to the Software related to a bug fix, minor additional functionality that SmartWorks or its authorized reseller makes generally available to its customers as part of its Maintenance and Support Services; "Upgrades" means a major overhaul of the Software which is a complete new published version of the Software that modifies, revises or alters the Software and adds features, functionality or enhancements to such Software, that SmartWorks or its authorized reseller makes generally available to its customers subject to the payment of additional fees; and "User(s)" means any employee or legal agent of Customer. b) Schedules The Schedules described below and attached to this Agreement shall be deemed to be integral parts of this Agreement. Schedule "A" - Software, Maximum Meters, Maximum Channels, Fees Schedule "B" - Maintenance and Support Services In the event of any conflict or inconsistency between the terms and conditions in the main body of this Agreement and the terms and conditions in any Schedule, the terms and conditions of the main body of this Agreement shall control unless otherwise expressly stated in the provision giving rise to the conflict or inconsistency. 2. Term This Agreement will commence on the Effective Date and shall continue until terminated in accordance with Section 13 (the "Term"). 3. Fees In consideration of receiving the license rights granted in this Agreement, and the Maintenance and Support Services, Customer agrees to pay to SmartWorks or its authorized reseller the License Fees, and Maintenance 25H-180 and Support Fees in advance in accordance with the payment terms set out in Schedule "A All Fees are non- refundable. Unless otherwise specified, all references to amounts of money in this Agreement and the related Schedules refer to U.S. currency. Maintenance and Support Fees may increase on an annual basis by a maximum of four percent (4%) at SmartWorks' or its authorized reseller's discretion. The Fees and any other fees set out in this Agreement are exclusive of taxes. Customer agrees to pay all foreign, federal, state, provincial, county or local income taxes, value added taxes, use, personal, property sales and any other taxes, tariff, duty or similar charges that may be levied by a taxing authority (excluding taxes on SmartWorks' net income). Customer shall reimburse SmartWorks for all travel and out of pocket expenses incurred in connection with any Customer request for onsite services. If any Fees are not paid when due, then at SmartWorks' or its authorized reseller's discretion, (a) such Fees may accrue late interest at the rate of 1.5% (18% per annum) of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such fee was due until the date paid. 4. License Grant (a) Subject to the terms and conditions of this Agreement including, without limitation, the payment of the License Fees, SmartWorks hereby grants to Customer a personal, perpetual (subject to Section 13), non- exclusive, non -transferable, limited license (without any right to sublicense): (i) to install and allow Users to use the Software with up to the Maximum Channels and Maximum Meters in accordance with the Documentation solelyfor Customer's internal business purposes; and (ii) to make one (1) archival backup copy of the Software and to copy the Documentation; provided that Customer must reproduce any copyright or other notice marked on any part of the Software and Documentation on all authorized copies and must not alter or remove any such copyright or other notice- (b) Use of the Software on any system that (i) does not meet the Required Programs and Required Hardware requirements set out in Section 6 voids all warranties with respect to the Software and relieves SmartWorks of any obligation to provide Maintenance and Support Services- (c) The license rights granted in this Section 4 do not include the right to use any Third Party Software- (d) Restrictions Without limiting the generality of Section 4, and in addition to the other restrictions listed therein, Customer shall not, and will not allow, direct or authorize (directly or indirectly) any third party to: (i) disassemble, de -compile, reverse engineer, defeat license encryption mechanisms, or translate any part of the Software, or otherwise attempt to derive, reconstruct or discover the source code of the Software except and only to the extent that applicable law expressly permits, despite this limitation; (ii) modify, translate, or create derivate works of the Software or Documentation or merge all or any part of the Software with another program; (iii) give away, rent, lease, lend, sell, sublicense, distribute, transfer, assign, or use the Software for timesharing or bureau use orto publish or host the Software for use by anythird party; (iv) take any actions that would cause the Software to become subject to any Open Source License or quasi -open source license agreement; and (v) use the Software in any manner for purposes of (A) developing, using or providing a competing software product or service; (B) copying any ideas, features, functionality or graphics of the Software; or (C) knowingly allow access to any competitor of SmartWorks- (e) Customer acknowledges and agrees that any breach of this Agreement by its Users shall constitute a breach by Customer. 5. Ownership (a) The Software, Documentation, related materials, and other information relating to the Software or used in conjunction with the Software, whether distributed in print, magnetic, electronic, or video format, in effect as of the date the Software are provided to the Customer are and shall remain the sole and exclusive property of SmartWorks, its licensors and/or its affiliates and Customer acknowledges and agrees that all Intellectual Property Rights therein are and shall remain with SmartWorks, its affiliates and/or its licensors. Any rights not expressly 25H-181 granted herein are reserved by SmartWorks. Customer may not obscure, remove or otherwise alter any copyright, trademark or other proprietary notices from the Software, the Documentation, Third Party Software and related material supplied by SmartWorks. Customer shall report to SmartWorks any infringement or misappropriation of SmartWorks Intellectual Property Rights or other rights in the Software or the Documentation of which Customer becomes aware. Customer hereby grants to SmartWorks a royalty -free, worldwide, irrevocable, perpetual license to use and incorporate into the Software, and any suggestions, ideas, enhancement requests, recommendations or other feedback provided by Customer relating to the Software- (b) In order to assist SmartWorks with the protection of its proprietary information and Confidential Information and to enable SmartWorks to ensure that the Customer is complying with its obligations, during the Term and for a period of two (2) years thereafter, Customer shall permit Harris, upon reasonable notice, but in no event less than 15 business days, to visit during normal business hours any premises at which the Software is used or installed and shall provide SmartWorks with access to its Software. Such audit shall be at SmartWorks' expense, however, in the event that the audit reveals that Customer is in violation of the usage terms of this Agreement, Customer shall reimburse SmartWorks for such expenses and promptly pay any additional License Fees and Maintenance and Support Fees not properly licensed or paid, such fees will be invoiced at SmartWorks' then current rate. However, in the event that the audit reveals that the Customer is in full compliance of the usage terms of this agreement, SmartWorks shall reimburse the Customer for its reasonably incurred expenses. 6. Reauired Proarams and Hardware (a) Customer acknowledges that the use of the Software shall require that Customer obtain and install additional required minimum third -party software programs as set out in the Documentation and modified from time to time by SmartWorks (the "Required Programs"). Customer agrees that the purchase of the Required Programs shall be at Customer's sole cost and that the cost thereof is not included in the fees herein, including for any future updates about which Customer is provided with commercially reasonable advance notice- (b) Customer acknowledges that the use of the Software requires that Customer have, at a minimum, hardware necessary to run SmartWorks programs as set out in the Documentation and modified from time to time by SmartWorks (the "Required Hardware"). Third Party Software (a) In the event that SmartWorks shall distribute to Customer any Third Party Software, Customer shall pay to SmartWorks in full in advance the license fees listed on the SmartWorks website at www.SmartWorks.com for the Third Party Software. Such license fees are exclusive of taxes. Customer agrees to pay all foreign, federal, state, provincial, county or local income taxes, value added taxes, use, personal, property sales and any other taxes, tariff, duty or similar charges that may be levied by a taxing authority (excluding taxes on SmartWorks' net income). It is acknowledged by the parties that in the event that any Third Party Software is provided by SmartWorks to Customer pursuant to this Agreement, such Third Party Software shall be distributed to Customer by SmartWorks subject to the terms and conditions of the applicable license agreement for such Third Party Software to be entered into directly between Customer and the owner/licensor of such Third Party Software. SmartWorks makes no warranties, express or implied, with respect to the Third Party Software, including, without limitation, their merchantability or fitness for a particular purpose and SmartWorks accepts no liability of any kind whatsoever with respect to the Third Party Software. Any warranty Customer has with respect to the Third Party Software shall be solely provided by the Third Party Software licensor except where this Agreement may expressly state otherwise. Customer shall be responsible for the installation of any Third Party Software unless otherwise agreed by SmartWorks in writing. 8. Maintenance and Support Services Subject to the payment of the Maintenance and Support Fees, Maintenance and Support Services will be provided by SmartWorks in accordance with the Standard Maintenance and Support Services Terms for SmartWorks Products set forth in Schedule "B 9. Confidential Information. Customer agrees: 25H-182 (i) to keep confidential any and all Confidential Information with respect to SmartWorks which it has received or may in the future receive in connection with this Agreement and to take all reasonable steps, which shall be no less than those steps it takes to protect its own confidential and proprietary information, to protect the Confidential Information of SmartWorks from unauthorized use, disclosure, copying or publication; (ii) not to use the Confidential Information of SmartWorks other than in the course of exercising its rights or performing its obligations under this Agreement; (iii) not to disclose or release such Confidential Information except to the extent required by applicable law or during the course of or in connection with any litigation, arbitration or other proceeding based upon or in connection with the subject matter of this Agreement, provided that Customer shall first give reasonable notice to SmartWorks prior to such disclosure so that it may obtain a protective order or equivalent and provided that the Customer shall comply with any such protective order or equivalent; (iv) not to disclose or release such Confidential Information to any third person without the prior written consent of SmartWorks, except for authorized employees or agents of Customer who have a need to know such information for the purpose of performance under this Agreement and exercising its rights under this Agreement, and who are bound by confidentiality obligations at least as protective of SmartWorks' Confidential Information as this Agreement; and (v) to take such actions as may be reasonably necessary to enforce its agreements with its employees and agents, including commencing legal proceedings. 10. Warranty (a) Limited Warranty. SmartWorks warrants to Customer that as long as Customer has paid all Maintenance and Support Fees to obtain Maintenance and Support Services, the Software will perform substantially in accordance with the Documentation when properly used and in the manner specifically contemplated by the Documentation, the terms of this Agreement and where Customer has installed the Required Programs and on the Required Hardware. In the event the Software does not substantially conform to the Documentation, Customer promptly notifies SmartWorks of the nature of the failure and such additional information regarding the failure as SmartWorks may reasonably request and the error can be reproduced by SmartWorks, SmartWorks shall make commercially reasonable efforts to provide a suitable workaround, repair or replace the non -conforming Software in accordance with the Maintenance and Support Services. The foregoing shall be Customer's sole and exclusive remedy for breach of the exclusive warranty in this Section 10(a). (b) Exclusions to SmartWorks Warranty. SmartWorks shall not be liable for any breach of the foregoing warranties which results from causes beyond the reasonable control of SmartWorks, including but not limited to: (i) Where the installation, integration, modification or enhancement of the Software has not been carried out by SmartWorks or its authorized agent, or where Customer has taken any action which is expressly prohibited by the Documentation or this Agreement; (ii) Any combination of the Software with any software, equipment or services not supplied, recommended or authorized by or on behalf of SmartWorks other than the Required Programs and Required Hardware; (iii) Use of the Software on any system that (i) does not meet any of the Required Programs and Required Hardware requirements set out in Section 6 or (ii) exceeds the Maximum Meters or Maximum Channels. (iv) User error, or other use of the Software in a manner for which it was not intended or other than as permitted in this Agreement; (v) Customer's failure to install a new Update which has been released to remedy an error or bug, and which SmartWorks has stated to Customer is a required Update necessary for security purposes or for legislative compliance purposes or other reasons as SmartWorks may determine is important in its sole discretion; (vi) SmartWorks personnel are not given full, free and safe access to the facility where the Software is installed during attempts to remedy an error; 25H-183 (vii) Customer's failure to upgrade hardware to meet the demands of any upgraded Software or improvements in Software functionality; which SmartWorks has stated to Customer is required; (viii) Customer's computer(s), network or other hardware malfunctioned and the malfunction caused the defect, or any other event of force majeure as set out in Section 15(h); (ix) Anyfailures, losses or errors resulting from or related to hosting services used in connection with the Software, including without limitation, any harmful actions of Users or third parties, or resulting from corrupt data (for greater certainty, Customer is not permitted to use a third party to host the Software, such hosting services may only be provided by SmartWorks' service providers or where applicable its authorized reseller's service providers that have been approved by SmartWorks in advance in writing); or (x) Any failure of the Software due to external causes such as, but not limited to, power failures or electrical surges- (c) CustomerWarranty. Customer represents and warrants to SmartWorks that it shall comply with all applicable laws in connection with its use of the Software and in its performance under this Agreement including but not limited to those laws regarding restrictions on exports and economic sanctions including end -user, end use and destination restrictions by Canadian, U.S. and other governments related to SmartWorks and its service providers products, services and technologies, and the U.S. Export Administration Regulations, and the International Traffic in Arms Regulations). (d) Disclaimer. TO THE GREATEST EXTENT PERMITTED BY LAW, EXCEPT FORTHE EXPRESS LIMITED WARRANTY SET OUT IN SECTION 10(A) THE SOFTWARE IS LICENSED, THE MAINTENANCE AND SUPPORT SERVICES, ALL DOCUMENTATION AND OTHER MATERIALS AND SERVICES ARE PROVIDED TO CUSTOMER, "AS IS" AND THERE ARE NO WARRANTIES, REPRESENTATIONS OR CONDITIONS, EXPRESSED OR IMPLIED, WRITTEN OR ORAL, ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, REGARDING THEM OR ANY OTHER PRODUCT, SERVICE OR MATERIAL PROVIDED HEREUNDER OR IN CONNECTION HEREWITH. SMARTWORKS, ITS LICENSORS AND SUPPLIERS DISCLAIM ANY IMPLIED WARRANTIES OR CONDITIONS REGARDING THE SOFTWARE, THE DOCUMENTATION, THE PROFESSIONAL SERVICES, THE MAINTENANCE AND SUPPORT SERVICES, AND ANY OTHER PRODUCTS, SERVICES AND MATERIALS PROVIDED HEREUNDER OR IN CONNECTION HEREWITH, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABLE QUALITY, MERCHANTABILITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON -INFRINGEMENT. 11. Intellectual Property I ndem nit (a) In the event that there is a third party claim against Customer alleging that Customer's use of the Software in accordance with this Agreement constitutes an infringement of a valid United States or Canadian patent, copyright, trade -mark or trade secret, SmartWorks shall, at its expense, defend Customer and pay any amounts finally awarded against Customer by a court of competent jurisdiction or agreed to in a settlement approved by SmartWorks in advance, provided that: (i) Customer gives SmartWorks prompt written notice of any such claim and full opportunity to defend the same; (ii) Customer has not made any admissions or entered into settlement negotiations either prior to or after providing notice to SmartWorks of the applicable claim exceptwith SmartWorks' prior written consent, (iii) SmartWorks has sole control of the defense of any claim or proceeding and all negotiations for its compromise or settlement; and (iv) Customer assists and provides information to SmartWorks throughout the action or proceeding- (b) SmartWorks' liabilityfor any claims underthis Section 11 shall be reduced to the extent such claim arises from: (i) alterations or modifications to the Software by Customer or a third party in any manner whatsoever except with the prior written consent of SmartWorks; (ii) combination, integration or use of the Software with software, hardware or other materials other than the Required Hardware and Required Software where such claim would not have arisen butfor such combination, integration or use; (iii) use of the Software otherthan in compliance with 25H-184 this Agreement; (v) compliance with the Customer's written instructions or specifications; or (vi) use of the Software after notice from SmartWorks that it should cease due to possible infringement- (c) In the event that Customer's use of the Software is finally held to be infringing or SmartWorks deems that it may be held to be infringing, Customer agrees that SmartWorks shall have the right, in SmartWorks' sole discretion to: (1) procure for Customer the right to continue use of the Software; or (2) modify or replace the Software so that it becomes non-infringing- (d) The foregoing states SmartWorks' entire liability, and Customer's exclusive remedy, with respect to any claims of infringement of any copyright, patent, trade -mark, trade secret or other intellectual property and property interest rights relating to the Software, or any part thereof or use thereof. The indemnity provisions of this Section 11 shall not apply to any Third Party Software. 12. Limitation of Liability. TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SMARTWORKS, ITS AFFILIATES AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND SHAREHOLDERS, BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES, FOR LOST REVENUE OR LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF DATA, FAILURE TO REALIZE EXPECTED SAVINGS, OR COST OF SUBSTITUTE GOODS OR SERVICES) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT OR IN TORT (INCLUDING FUNDAMENTAL BREACH OR NEGLIGENCE) OR UNDER ANY OTHER LEGAL THEORY, EVEN IF IT HAS BEEN ADVISED OF THE LIKELIHOOD OF THE OCCURRENCE OF SUCH LOSS OR DAMAGE OR SUCH LOSS OR DAMAGE IS FORSEEABLE AND NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SMARTWORKS, ITS AFFILIATES, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND SHAREHOLDERS' ENTIRE LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDY WITH RESPECT TO THE SOFTWARE, AND ANY OTHER PRODUCTS, MATERIALS OR SERVICES SUPPLIED BY SMARTWORKS IN CONNECTION WITH THIS AGREEMENT FOR DAMAGES FOR ANY CAUSE AND REGARDLESS OF THE CAUSE OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING FUNDAMENTAL BREACH, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED IN THE AGGREGATE AN AMOUNTTHAT IS EQUALTO THE SUM OF: THE LICENSE FEES PAID TO SMARTWORKS BY CUSTOMER UNDER THIS AGREEMENT; AND THE MAINTENANCE AND SUPPORT FEES PAID TO SMARTWORKS IN THE TWELVE MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. 13. Termination. This Agreement may be terminated as follows (a) If either party is in material breach of any of its obligations or any provision under this Agreement, the other party must notify the breaching party in writing of such default (a "Default Notice"). Upon receipt of a Default Notice, the breaching party must correct the default within ninety (90) days, or issue a written notice of its own disputing the alleged default within thirty (30) days, of the date of receipt of a Default Notice. If the breaching party fails to correct the default within such ninety (90) day period, and did not issue a notice disputing the alleged default within such thirty (30) day period, the other party may terminate this Agreement upon written notice to breaching party to that effect (b) If Customer has failed to pay any of the Fees when due, then SmartWorks or its authorized reseller shall have the right to terminate this Agreement effective immediately upon written notice to that effect. If Customer has failed to pay any Maintenance and Support Fees when due, SmartWorks may, at its option, suspend Maintenance and Support Services until all outstanding Maintenance and Support Fees have been paid in full and/or exercise its right to terminate this Agreement in accordance with this section- (c) Notwithstanding any other provision of this Agreement, if the Customer breaches (i) any term of Section 4, Section 7, or any other Intellectual Property Right of SmartWorks; or (ii) its confidentiality obligations under Section 9, then SmartWorks shall have the right to terminate this Agreement effective immediately upon written notice to Customer to that effect- (d) Either party may terminate this Agreement effective immediately upon written notice to the other party if the other party: (i) becomes insolvent; (ii) becomes the subject of any proceeding under any bankruptcy, insolvency or liquidation law, whether domestic or foreign, and whether voluntary or involuntary, which is not 25H-185 resolved favourably to the subject party within ninety (90) days of commencement thereof; or (iii) becomes subject to property seizure under court order, court injunction or other court order which has a material adverse effect on its ability to perform hereunder. 14. Effects of Termination. Upon termination of this Agreement, all warranties related to the Software shall automatically terminate upon termination of this Agreement. All outstanding Fees owed by Customer to SmartWorks associated with such termination shall be immediately due and payable. Except as otherwise expressly provided in this Agreement, termination of this Agreement shall be without prejudice to any other right or remedy to which either party may be entitled to in law or in equity. 15. General (a) Entire Agreement. This Agreement supersedes all prior representations, arrangements, negotiations, understandings and agreements between the parties, both written and oral, relating to the subject matter hereof and shall constitute the entire agreement between the parties hereto with respect to the matters covered herein. The terms of this Agreement may not be changed except by an amendment signed by the authorized representative of each party- (b) Equitable Relief. Customer acknowledges and agrees that it would be difficult to compute the monetary loss to SmartWorks arising from a breach or threatened breach of this Agreement and that, accordingly, SmartWorks will be entitled to specific performance, injunctive or other equitable relief in addition to, or instead of monetary damages in the event of a breach or threatened breach of this Agreement by Customer- (c) Governing Law. This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement- (d) Waiver. No waiver, modification, extension, addendum or any other change of any provision of this Agreement shall be valid unless in writing and signed by the party against whom enforcement is sought. The waiver by either party of a breach or a default of any provision of this Agreement shall not be construed as a waiver of any succeeding breach of the same or any other provision, nor shall any delay or omission on the part of either party to enforce any provision of this Agreement be construed as a waiver of any right, power or privilege by such party- (e) Allocation of Risk. Customer acknowledges that the limited warranties, disclaimers and limitations of liability contained in this Agreement are fundamental elements of the basis of bargain between Customer and SmartWorks and set forth an allocation of risk reflected in the fees and payments due hereunder- (f) Survival. The following sections and articles shall survive the termination or expiration of this Agreement: Sections 1, 3, 4(b), 4(c), 4(d), 4(e), 5, 6, 7, 9, 10(b), 10(c), 10 (d), 12, 14, 15, and any other provisions which are required to ensure that the parties fully exercise their rights and obligations hereunder; unless and until waived expressly in writing by the party to whom they are the benefit- (g) Force Maieure. No default, delay or failure to perform on the part of SmartWorks shall be considered a breach of this Agreement where such default, delay or failure is due to a force majeure or to circumstances beyond its control. Such circumstances will include, without limitation, strikes, riots, civil disturbances, actions or inactions concerning government authorities, epidemics, war, terrorist acts, embargoes, severe weather, fire, earthquakes, acts of God or the public enemy or default of a common carrier or other disasters or events- (h) Notice. Any notice required or permitted to be given to any party to this Agreement shall be given in writing and shall be delivered personally, mailed by prepaid registered post or sent byfacsimile to the appropriate 25H-186 address or facsimile number set out below. Any such notice shall be conclusively deemed to have been given and received on the day on which it is delivered or transmitted (or on the next succeeding business day if delivered or received by facsimile after 5:00 p.m. local time on the date of delivery or receipt, or if delivered or received by facsimile on a day other than a business day), if personally delivered or sent by facsimile or, if mailed, on the third business day following the date of mailing, and addressed, in the case of SmartWorks, to: [insert address] Fax No.: Attention: [insert name] With a copy to: N. HARRIS COMPUTER CORP 1 Antares Drive, Suite 400 Ottawa, Ontario K2E 8C4 Attention: General Counsel Telephone: 613-226-5511, Ext. 2149 And in the case of Customer, to: City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 Attn: Clerk of the Council With copy to Executive Director, Public Works Agency (at same address) (i) Assignment. Customer may not assign any of its rights or duties under this Agreement without the prior written consent of SmartWorks. The Agreement shall inure to the benefit of and be binding upon the parties to this Agreement and their respective successors and permitted assigns. Q) Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and which shall together constitute one Agreement. (k) U.S. Government Restricted Rights. The Software was (i) developed exclusively at private expense; (ii) is a trade secret of SmartWorks or its licensors for the purposes of the Freedom of Information Act; (iii) are "commercial computer software" subject to limited utilization (Restricted Rights); and (iv) including all copies of the Software, in all respects is and shall remain proprietary to SmartWorks or its licensors. Use, duplication or disclosure bythe U.S. Government or any person or entity acting on its behalf is subject to restrictions for software developed exclusively at private expense as set forth in: (i) for the DoD, the Rights in Technical Data and Computer Software clause at DFARS 252227-7013 and/or 252227.7014 or any successor clause, and (ii) for all government agencies, the Commercial Computer Software — Restricted Rights clause at FAR 52227-19 or any successor clause. The U.S. Government shall refrain from changing or removing any insignia or lettering from the Software or from producing copies of the Software and manuals (except one copy of the Software for backup purposes). Use of the Software shall be limited to the facilityfor which it was acquired. All other U.S. Government personnel using the Software are hereby on notice that use of the Software is subject to restrictions that are the same as, or similar to, those specified above. The manufacturer/owner is N. Harris Computer Corporation. 25H-187 IN WITNESS WHEREOF, SmartWorks and the Customer have duly executed this Agreement to be effective on the Effective Date first written above. N. Harris �C�om�puter Corp (dba SmartWorks) City of Santa Ana Signature Eric Chabot Name Executive Vice -President Title October 1, 2020 Date Signature Kristine Ridge Name City Manager Title Date APPROVED AS TO FORM 7�'. -f., hn M. Funk Assistant City Attorney ATTEST Daisy Gomez Clerk of the Council RECOMMENDED FOR APPROVAL Nabil Saba Executive Director Public Works Agency 25H-188 SCHEDULE"A" Fees SOFTWARE: One-time Fee Amount License Fee: $122,870 Annual Recurring Fees Maintenance and Support Fee: $30,718 * All charges are exclusive of out of pocket expenses for services performed on site. Charges for actual and reasonable out-of-pocket expenses including, but not limited to, travel and lodging expenses will be billed monthly as incurred. All pricing is exclusive of applicable sales, use or similar taxes. Customer is responsible for any such taxes that may apply; if Customer is tax exempt, evidence of such tax exemption must be provided. Lapsed payments may lead to denial of access to the Maintenance and Support Service in accordance with Section 16(b)(ii) of the Agreement. IL\I141=1Zkdk0=1 V 171&N The License Fee will be due in advance of the Term, and is non -refundable - Annual Maintenance and Support Fees are invoiced in advance of an upcoming annual term. Annual Maintenance and Support Fees shall be due and payable thirty (30) days from date of invoice. PROFESSIONAL SERVICE(S) FEES Professional services may be provided on -site or via the telephone. Professional services work provided via telephone is billed at the rate of two hundred and thirty ($230) per hour. Professional services work performed on -site does not include travel, lodging and per diem expenses. Professional services performed shall be billed at the then current SmartWorks professional services rates. Help line support and Maintenance and Support Services do not include training or other professional services. Customer shall incur a seven -hundred fifty dollar ($750) daily surcharge for any professional services provided on weekends or SmartWorks recognized holidays; plus the corresponding standard professional services fees and any applicable travel charges per paragraph 4. Professional services may include, but are not limited to, the following: software installation, configuration, data validation, system setup, system balancing, interface setup, interface testing, process training, application training and business requirements gathering. Professional services fees, and any applicable travel and lodging expenses, will be invoiced as incurred and shall be due and payable thirty (30) days from the date of invoice. RESET OF TERM TO MATCH FISCAL YEAR: Customer may request that SmartWorks match the annual invoicing of the Maintenance and Support Fees with Customer's fiscal year. In order for Customer to elect to match annual invoicing with their fiscal year, Customer 25H-189 must make said request to SmartWorks in writing and during the first year of the Term of this Agreement. If such election is made SmartWorks shall, a) issue a prorated invoice for any Maintenance and Support Fees due for the portion of the year remaining in Customer's current fiscal year, b) extend the then current term to expire at the end of the Customer's subsequent fiscal year, c) issue an annual invoice thereafter on the annual anniversary date of Customer's fiscal year for any Maintenance and Support Fees due, and d) reset future annual terms to expire at the end of Customer's fiscal year. Annual Maintenance and Support Fees are invoiced in advance of an upcoming annual term. Annual Maintenance and Support Fees shall be due and payable thirty (30) days from date of invoice. 25H-190 SCHEDULE"B" MAINTENANCE AND SUPPORT SERVICES OPOON ivN �VA SMARTU1 ORKS Standard Support and Maintenance Services SmartWorks Products The purpose of this Exhibit is to provide our customers with information on our standard coverage, the services which are included as part of your annual software support, a listing of ticket priorities, an outline of our escalation procedures and other important details. SmortWorks reserves the right to make modifications to this document as required. Last Updated: January 31, 2018 25H-191 Contents Standard Support and Maintenance Services —Guidelines.........................................................................15 OrganizationResponsibilities......................................................................................................................16 SolutionUpdates.........................................................................................................................................16 BillableSupport Services.............................................................................................................................17 Test Databases and Environments..............................................................................................................17 Operations...................................................................................................................................................17 Hours.................................................................................................................................................................. 17 HolidaySchedule......................................................................................................................................................17 TicketProcess..............................................................................................................................................18 TicketPriorities............................................................................................................................................19 ResponseTimes...........................................................................................................................................19 EscalationProcess.......................................................................................................................................20 25H-192 STANDARD SUPPORT AND MAINTENANCE SERVICES — GUIDELINES The services listed below are services that are included as part of your software support. • Support for the SmartWorks products as implemented by our Professional Services group includes: • The SmartWorks products and all default functionality • The SmartWorks product side of the interfaces with other third party systems, as implemented by our Professional Services Consultants Customized rules developed by Professional Services staff. Rules developed or modified by the Organization are not supported through the standard Support and Maintenance agreement. • The integrity of the data within the SmartWorks products, to the extent that the SmartWorks product has manipulated it. The SmartWorks products are not responsible for the completeness or accuracy of the data originating in third party systems (e.g. AMI, CIS, etc.) • Advice on VEE parameter settings and processes, however the VEE settings themselves are the responsibility of the Organization • We will create and install software updates (release notes will be available upon request and on the Customer Hub) that may include: Defect corrections (as warranted) Planned enhancements - State (Provincial) and/or Federal mandated changes (charges may exist depending on scope) From time to time, we will provide software upgrades (note that there may be charges in implementation depending on the scope of services) • We will troubleshoot customer issues and provide recommendations for resolution • We will provide remote training on subjects of limited scope. As a rule of thumb, a subject of limited scope can be addressed in about 15 minutes over the phone. If a customer makes numerous training requests in a short period of time, we may deem the training requests to be of a broad nature. • HealthWatch - Online Diagnostics • HealthWatch rules will collect data and alert Support Services when specific thresholds have been met (e.g. disk space limit reached, no interval data for two days, etc.) We will proactively monitor your solution to identify small issues before they become big problems using our HealthWatch tool. Depending on the nature of the issue, we may either alert you or attempt to address the issue ourselves. • If customer decides to opt -out of HealthWatch, charges may apply. Customer Care Program. On a periodic basis, we will share useful information regarding the use of your SmartWorks products and our services through one or more of the following methods: Support Bulletins Communication on new products and services On -site visits (as required) Webinars Surveys • Knowledge Base • If requested, provide an Outstanding Tickets Report with conference call • Ability to attend the annual customer conference (attendance fees apply) • Opportunity to participate in BETA programs at our discretion • We shall provide an online ticketing system with the following features: • Ability to log and close tickets • Ability to view and update tickets • Ability to update contact information 25H-193 • Access to published documentation • Access to support knowledge base • Ability to report on metrics • 800 Toll Free Telephone Support Customer Responsibilities In order to effectively provide our support services, the customer Customer is responsible for the following items: • Customer shall notify SmartWorks of suspected defects in any of the Software supplied by SmartWorks. Customer shall provide, upon SmartWorks request, additional data deemed necessary or desirable by SmartWorks to reproduce the environment in which such defect occurred. • Customer shall allow the use of online diagnostics on the Software supplied by SmartWorks to Customer. Customer shall provide to SmartWorks, at Customer's expense, access to the Designated Computer System via the Customer's communications software. • Customer shall ensure that its personnel are, at relevant stages of the project, educated and trained in the proper use of the Software in accordance with applicable SmartWorks manuals and instructions. If Customer's personnel are not properly trained as mutually determined by SmartWorks and Customer, Customer agrees that such personnel will be trained by SmartWorks or Customer within fifteen (15) days of determination. If Customer desires SmartWorks to perform the required training then SmartWorks shall be compensated in accordance with this Agreement. Customer shall establish proper backup procedures necessary to replace critical Customeral data in the event of loss or damage to such data from any cause. Customer shall provide SmartWorks with access to qualified functional or technical personnel to aid in diagnosis and to assist in repair of the Software in the event of error, defect or malfunction. • Customer shall have the sole responsibility for: • The performance of any tests it deems necessary prior to the use of the Software. • Assuring proper Designated Computer System installation, configuration, verification, audit controls and operating methods. • Implementing proper procedures to assure security and accuracy of input and output and restart and recovery in the event of malfunction. Timely upgrade and keeping current all third party license releases and/or Software products to meet the requirements of the SmartWorks Software. • Customer is responsible for the data quality, completeness, and availability from 3rd party applications on which SmartWorks product relies. • Customer shall be responsible for rules created and/or edited by Customer staff. • Customer shall be solely responsible for all VEE parameters settings, the regular monitoring of validation failures, and the rectification of any validation failures. SOLUTION UPDATES SmartWorks will make software updates available from time to time. When an update is available, SmartWorks will make an announcement to its customers. Customers are expected to make commercially reasonable efforts to keep current on the latest version of the SmartWorks Software. 25H-194 Once a new version is available, you shall have 6 months to update your software. After that time, SmartWorks will charge you at the standard services rate for any support related activities performed by SmartWorks in addition to the support fees you are already paying. Further, SmartWorks will not provide any support services for customers on a version that is more than one (1) version older than the current version. BILLABLE SUPPORT SERVICES The services listed below are services that are out of scope of your support and maintenance agreement and are therefore considered billable services. • Provision of remote or on -site training on subjects of broad scope • New interfaces or connections to non-SmartWorks (or third party) applications • Creation of test instances • Custom modifications (e.g. rules, reports, new data, etc.) • Data conversions and global modification to setup table data • Database maintenance, repairs and optimization, refreshes, backups, restores • Extended Hardware and Operating System support • Upgrades and support of third party software (e.g. database software, OS, web server, etc.) • Installations and/or re -installations of software solution • Support for rules, reports, database procedures, or screens developed by, or modified by, the Organization • Cleansing or re -processing of data originating from a third party system (e.g. AMI, CIS, etc.) Note: If customer purchases a billable service with a maintenance fee such as the ones listed above, the Organization is responsible for supporting these items. Test Databases and Environments We support customers in the maintenance of independent Test Environments for testing purposes. This allows customers the opportunity to test fixes, modifications, new business processes and/or scenarios without risking any potentially unwanted changes to the live environment. The creation of Test Databases and Environments is a billable service; quotations and incremental maintenance rates will be provided on request. OPERATIONS Hours Our standard hours of support are from 8:00 a.m. EST to 8:00 p.m. EST, Monday to Friday, excluding designated statutory holidays. Weekend assistance is available, but must be scheduled in advance, and in most cases is billable. Holiday Schedule Below is a listing of statutory holidays. Please note that support services will be closed on designated days as outlined below. New Year's Eve I Early Closure (noon EST) 25H-195 New Year's Day Closed President's Day (USA) /Family Day (Canada) Closed Victoria Day (Canada) Closed Labor Day Closed Canada Da Canada Closed Thanksgiving Day (Canada) Closed Christmas Eve Early Closure (noon EST) Christmas Day Closed Boxing Day (Canada) Closed Ticket Process All issues or questions reported to support are tracked via a TeamSupport Customer Hub ticket. Our support analysts cannot provide assistance unless a support ticket is logged. The use of a TeamSupport ticket allows us to track the resolution of your issues. As well, it helps us measure our activities so we can properly forecast our staffing requirements. Our current process for logging tickets includes the following: TeamSupport's SmartWorks Customer Hub (via website), email, phone and fax. • Your ticket must contain at a minimum: your organization name, contact person, software product and version, module and/or menu selection, nature of issue, detailed description of your question or issue and any other information you believe pertinent. • Our support system or one of our support analysts will provide you with a ticket id to track your issue and your ticket will be logged into our support tracking database. • Your ticket will be stored in a queue and the first available support representative will be assigned to deal with your issue. • As the support representative assigned to your tickets investigates your issue, you will be notified of status updates, actions and a resolution plan via the support ticketing system. If we require additional information, you will be contacted by the assigned support representative to supply the information required. • All correspondence and actions associated with your ticket will be tracked against your ticket ID in our support database. At any time, you may log onto our website to see the status of your ticket. • Once your issue has been resolved, the ticket will be set to a "Resolved" status. You will then have time to evaluate the resolution and provide feedback. Once you are satisfied that the issue has been addressed, you will then close the ticket. We will do our best to provide you with adequate time to evaluate the resolution. However, we will then close a ticket if we do not receive any feedback for an extended period of time. You will always be notified of a pending or actual ticket closure. You will have the option of re- opening the ticket if needed. • Once your ticket has been closed, you will receive an automated notification by email. This email will contain the entire event history of the ticket from the time it was created and leading up to the resolution of the ticket. You also have the option of viewing both your open and closed tickets, if available to you, via our website. • If your issue needs to be escalated to a development resource or programmer for resolution, your issue will be forwarded to our development team. Your support ticket will remain open until our development 25H-196 team provides a response. If a development item opens, you will be provided with a development tracking number upon request. Issues escalated to development will be scheduled for resolution and may not be resolved immediately depending on the nature and complexity of the issue. If an issue is determine to be an enhancement or feature, we will log a ticket in our product management queue and will notify you when a release has been made available. • You may contact the support department at your convenience for a status update on your development issues. Ticket Priorities In an effort to assign our resources to incoming tickets as effectively as possible, SmartWorks has identified three ticket priorities: 1(high/critical), 2(medium), and 3(low). The criteria used to establish a ticket priority are as follows: Level DescriptionPriority 1 • Program errors without workarounds • Incorrect calculation errors impacting one-third of records • Error messages preventing data integration and update • Performance issues of severe nature impacting critical processes Note: in most cases issues affecting a test environment only will not be considered a priority of 1 2 System errors that have workarounds • Calculation errors impacting less than one-third of records • Reports calculation issues • Performance issues not impacting critical processes • Usability issues • Workstation connectivity issues (Workstation specific) 3 • Training questions, how to, or implementation of new processes • Aesthetic issues • Issues where a workaround is available for a large majority of cases • Recommendations for enhancements on system changes • Questions on documentation • Test environment issues or questions Response Times Response times will vary and are dependent on the priority of the ticket. We do our best to ensure that we deal with incoming tickets in the order that they are received, however, tickets will be escalated based on the 25H-197 urgency of the issue reported. If a support ticket is logged during standard operating hours, our response times are as follows: ResponsePriority Initial :Response Time from Escalation Update Frequency 1 Within 4 hours Same day Every 2 business days 2 Within 8 hours Within one week Every 5 business days 3 Within 24 hours Within 3 weeks Every 10 business days uunng ousmess nuurs Example: - Priority 1 SupportTicket received Monday January 2 at 10 am» Support Analyst responds Monday January 2 by noon >> Support Analyst sends update Monday January 2. - Priority 1 SupportTicket received Monday January 2 at 9 PM» Support Analyst responds Tuesday January 3 by noon» SupportAnalyst sends update Tuesday January 3. Escalation Process We strive to provide a satisfying and positive support experience. However, if at any time you are not completely satisfied with the resolution of your issue, you are encouraged to escalate within Support Services, as follows: Leven: Your ticket's assigned Support Analyst Level 2: Team Lead, Support Services Level 3: Manager, Support Services Level4: Executive Vice President, SmartWorks 25H-198 EXHIBIT 5 THIRKETTLE CORPORATION ANNUAL SERVICES AGREEMENT This Annual Services Agreement (the "Agreement) is made by and between Thirkettle Corporation dba Aqua -Metric Sales Company, a California corporation, having its principal location at 4050 Flat RockDrive, Riverside, CA 92505 (the "Contractor') and City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California, having its principal location at 20 Civic Center, Santa Ana CA 92702 (the "Client'). Contractor and Client are each referred to individually as "Party" or collectively as the "Parties". The Parties agree as follows: RECITALS A. By separate agreement, Contractor has been engaged by Client to provide and install a fully functioning Advanced Metering Infrastructure (AMI) / Meter Data Management (MDM) system, and related software and services within the Contractor Agreement (or "Master Agreemenf). Capitalized terms shall have the same meanings as defined within the Contractor Agreement. B. Contractor has been engaged by Client to provide Sensus, Inc. (a) Software -as -a -Service (the "SaaS Services') hosted services required for the daily operation of the F1exNet System (or the "AMI System'); and (b) Maintenance and Support services for the infrastructure and related software (the "Support Services'). C. Contractor agrees to, in accordance with the terms of this Agreement, perform the services and supply the goods as described in the attached Exhibits and Appendices (the "Worlf), which is attached hereto and made a part hereof for all purposes. This Agreement shall include the following: i. This Annual Services Agreement ii. Exhibit A: Annual Services Pricing iii. ExhibitB: Support Standards iv. Exhibit C: Support Datasheet In consideration of the mutual agreements, covenants, representations and warranties contained herein, and in reliance thereon, intending to be legally bound, Contractor and Client agree as follows: 1. TERM. This Agreement shall commence on November 17, 2020 (the "Effective Date') and shall extend for one T3Ty—ear unless terminated earlier in accordance within the provisions of this Agreement or otherwise extended by the parties. This Agreement will automatically renew for additional one (1) year terms unless terminated pursuant to the terms hereunder. 2. SERVICES. This Agreement sets forth the annual subscription services, terms, and/or conditions billed by Contractor to Client on an annual recurring basis beginning on the first anniversary from the date the first year fees have been invoiced by Contractor to Client For clarity, Contractor will invoice first year annual fees concluding the RNI commissioning within the Alpha Proof of Concept Phase of the Project. Contractor, through itself and through Sensus, Inc., agrees to perform and provide Client the annual services detailed herein Exhibit A. PRICING AND PAYMENT. Subject to the provisions of this Agreement, Client shall pay Contractor for the annual hosting and support fees in the amount set forth herein Exhibit A. Contractor shall automatically invoice Client for payment not more than ninety (90) days prior to the anniversary date of the Implementation Date. Client shall issue payment within forty-five (45) days of receipt of invoice. Notwithstanding, if Client fails to pay any invoice by the anniversary date, Contractor may seek termination per Section 13 of this Agreement Seeking termination per Section 15 does not preclude the Contractor from continuing to provide services that have already been paid for by the Client Failure to give termination notice prior to renewal will result in automatic renewal and Client agrees to be responsible for subsequent annual fees. Reinstatement of lapsed Support Services will require full payment of Support Services fees that would have been due from the renewal of the last active period through the reinstatement date plus a ten percent (10%) reinstatement fee. Payment of the applicable amount for 25H-199 the current support period will be due upon reinstatement. This reinstatement policy applies if support has been cancelled or there is otherwise a lapse in coverage, such as for nonpayment of fees. Annual recurring fees will incur an automatic three percent (3°/u) annual increase to the antecedent fee for service. All pricing and payments shall be in US currency. 4. MODIFICATIONS, AMENDMENTS AND CHANGE ORDERS. No modification or amendment to this Agreement or the Work herein shall be binding upon either Party hereto unless such amendment is set forth in writing and duly executed by an authorized representative of each Party. An authorized representative for Client is not the designated contact for the Agreement/Project but is either the City Manager or the Executive Director of the Public Works Agency, or their designee. Contractor and Client each acknowledge additional product and services not detailed or described herein may be required to complete the Work. Either Party may initiate a request to modify, add or remove additional product or services. No additional product or service will be inclusive unless upon written amendment to this Agreement duly executed by an authorized representative from both Parties. Unless otherwise agreed upon, all additional product or services rendered will be quoted at current market values at the time of request. 5. SUSPENSION OR TERMINATION OF SERVICE. 5.1. Client may discontinue Support Services upon written notice and within sixty (60) days prior to the renewal anniversary. In the event of termination, Client acknowledges and agrees Contractor and/or Sensus will not be held responsible to diagnose, troubleshoot, update, repair, or replace any hardware or software previously purchased by Client. Client will be responsible for the purchase of hardware, software Updates or Upgrades, or hourly support and maintenance fees described in Exhibit B. 6. OWNERSHIP. 6.1. Contractor Materials. Contractor or its suppliers shall retain all right, title and interest (including but not limited to copyright and other proprietary or intellectual property rights) in the Contractor Confidential Information, the Contractor Proprietary Materials (excluding Client Work Product, Client Data and Client Confidential Information). 6.2. Client Materials. The Client shall retain all right, title and interest (including copyright and other proprietary or intellectual property rights) in the Client Work Product, Client Confidential Information and Client Data. Contractor may access Client Data only to respond to AMI services or technical problems or at the Client's request, and for the purposes of hosting such Client Data in connection with the provision of the AMI Services to the Client. Without limiting the generality of the foregoing, Contractor agrees that information and data on how the AMI Services are used by Client (such as, but not limited to, benchmarking data, usage patterns and roles) constitute Client Confidential Information and may only be used by Contractor to improve the delivery of AMI Services for Client, and may not be used for other purposes, and may not be distributed, transferred in detail or summary form to any third party without the express written consent of Client. 7. CONFIDENTIAL INFORMATION. 7.1. Each party shall hold the other parry's Confidential Information in confidence and shall not disclose such Confidential Information to third parties other than to consultants or contractors, subject to similar terms of confidentiality, when disclosure is necessary for the purposes set forth herein, nor use the other party's Confidential Information for any purpose other than the purposes set forth under this Agreement. The foregoing restrictions on disclosure shall not apply to information which is: (i) already known by the recipient, (ii) becomes, through no act or fault of the recipient, publicly known, (iii) received by recipient from a third party without a restriction on disclosure or use, (iv) independently developed by recipient without reference to the other parry's Confidential Information, or (v) is a public record under applicable laws, which shall control, subject to the terms of this Section. Subject to the California Public Records Act, the Client will maintain the confidentiality of all Contractor Confidential Information, and Contractor will maintain the confidentiality of all Client Confidential Information, with each party taking all reasonable precautions to protect the same, at a minimum taking those precautions used to protect its own Confidential Information from unauthorized use or disclosure. All Client Data shall be 25H-200 deemed Client Confidential Information for purposes of this Agreement and the protections and requirements set forth herein. 7.2. The Client acknowledges that Contractor may use products, materials, or methodologies proprietary to Contractor. The Client agrees that Contractor's provision of services under this Agreement shall not be grounds for the Client to have or obtain any rights in such proprietary products, materials, or methodologies unless the parties have executed a separate written agreement with respect thereto. Contractor, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by the Client as confidential and shall not disclose any such information to a third party without the prior written approval of the Client. Subcontractors and affiliates of Contractor who need to know the Confidential Information to perform the Services shall not be considered third party for purposes of this Section. 7.3. Unauthorized Access. Contractor shall store and maintain Client Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt Client Information in any way. Contractor shall notify the Client immediately if the security or integrity of any Client information has been compromised or is believed to have been compromised, in which event, Contractor shall, in good faith, use all commercially reasonable efforts to cooperate with the Client in identifying what information has been accessed by unauthorized means and shall fully cooperate with the Client to protect such information from further unauthorized disclosure. 8. COMPLIANCEWITHLAWS 8.1. Contractor Compliance with Laws. Contractor will perform its obligations under this Agreement in a manner that complies with all Laws: (i) applicable to Contractor and Contractor's business, activities, Contractor's facilities and the provision of Services hereunder, including Laws of any country or jurisdiction from which or through which Contractor provides the Services or obtains resources or personnel to do so; and (ii) applicable to Client and Client's affiliates. "Laws" shall include and refer to any and all federal (national), state, provincial, municipal or local laws, regulations, rules, judicial decrees, decisions and judgments, executive and government orders and ordinances, and any and all directives of regional legislative and regulatory bodies and implementing legislation, as well as rules and regulations of any self -regulatory organization by which any party may be bound, including the Laws of each and every jurisdiction applicable to Client, Contractor, this Agreement and the performance of the Services. 8.2. Client Compliance with Laws. Client will perform its obligations under this Agreement in a manner that complies with all Laws applicable to Client's business, activities, and facilities. "Laws" shall include and refer to any and all federal (national), state, provincial, municipal or local laws, regulations, rules, judicial decrees, decisions and judgments, executive and government orders and ordinances, and any and all directives of regional legislative and regulatory bodies and implementing legislation, as well as rules and regulations of any self -regulatory organization by which any party may be bound. 9. LIMITED WARRANTIES, REPRESENTATIONS AND COVENANTS 9.1. Contractor represents, warrants and covenants as follows: a. Contractor has the right to enter into this Agreement and perform in accordance with the terms of this Agreement, and such actions do not violate any third -party agreement or other obligation by which Contractor is bound. b. Contractor is duly qualified to do business and is in good standing in every jurisdiction in which such qualification is required for purposes of this Agreement, except where the failure to be so qualified, in the aggregate, would not reasonably be expected to adversely affect its ability to perform its obligations under this Agreement; c. Contractor has the full right, corporate power and authority to enter into this Agreement, to grant the rights and licenses granted under this Agreement and to perform its obligations under this Agreement; d. The execution of this Agreement by Contractor's representative herein has been duly authorized by all necessary corporate action of Contractor. 25H-201 10. DISCLAIMER OF WARRANTIES. 10.1. DISCLAIMER. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE SERVICES AND SOFTWARE ARE PROVIDED BY CONTRACTOR ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY HIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; provided; however any such warranties received by Contractor from its suppliers shall be passed on to Client 10.2. Limitations. Unless otherwise expressly provided herein, neither Contractor nor any of its service providers, licensors, employees or agents warrant that the operation of the Services will be uninterrupted or error free. Contractor will not be responsible for any damages that Client may suffer arising out of use, or inability to use, the Services to the extent Contractor is reasonably unable to control. 11. LIMITATIONS AND DISCLAIMERS OF LIABILITY. 11.1. DISCLAIMER OF CERTAIN DAMAGES. IN NO EVENT SHALL ANY PARTY HAVE ANY LIABILITY TO THE ANOTHER PARTY HERETO FOR ANY LOST PROFITS (WHETHER DIRECT OR INDIRECT), LOSS OF USE, COSTS OF COVER, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT, WARRANTY OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. 12. INDEMNIFICATION. 12.1. Contractor's Obligation. Contractor shall defend, indemnify and hold each Client Indemnitee (as defined below) harmless from any and all losses, costs, fines, penalties, damages and other amounts (including reasonable attorney fees) incurred by, assessed against or imposed on a Client Indemnitee arising from or in connection with any and all third party suits, claims, actions or demands (a "Claim"): (i) alleging any Product, Software or any Service infringes any valid and issued patent, copyright, or trademark or similar property right of a third party, (ii) for personal injuries, death or damage to tangible personal and real property caused by the gross negligence or willful misconduct of Contractor, its employees, contractors or agents; (iii) relating to or arising out of Contractor's failure to comply with applicable law; and (iv) relating to or arising out of Contractor's breach of its confidentiality obligations hereunder. "Client Indemnitee" shall mean Client, and its respective officers, directors, employees, agents, successors and assigns. 12.2. Client Obligation. To the extent allowed by the laws of the State of California, Client shall defend, indemnify and hold Contractor harmless from any and all losses, costs, fines, penalties, damages and other amounts (including reasonable attorney fees) incurred by, assessed against or imposed on Contractor arising from or in connection with any and all third party suits, claims, actions or demands (a "Claim'): (i) for personal injuries, death or damage to tangible personal and real property caused by the gross negligence or willful misconduct of Client, its employees, contractors or agents other than Contractor; (ii) relating to or arising out of Client's failure to comply with applicable law; and (iii) relating to or arising out of Client's breach of its confidentiality obligations hereunder. 13. TERMINATION. 13.1. Default. In the event a Party hereto breaches this Agreement and such breach is not cured during the Cure Period (defined below), if applicable, the non -breaching Party may terminate this by providing no less than one hundred twenty (120) business days' prior written notice of termination (the "Termination Period') to the other Party. 13.2. Breach. Either party may terminate this Agreement for breach of duty, obligation or warranty upon exhaustion of all remedies herein. 13.3. Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, the Client shall pay Contractor for services actually rendered up to the effective date of termination 25H-202 and Contractor shall continue to provide the Client with services requested by the Client and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Contractor shall provide the Client with copies of all completed or partially completed documents prepared under this Agreement contemporaneously with the Client making a final payment to Contractor in the amount consistent with services rendered as of the date of termination, including such subscription services the Contractor has contracted for in fulfillment of the terms of this Agreement. In the event Contractor has received access to Client information or data as a requirement to perform services hereunder, Contractor shall return all Client provided data to the Client in a machine- readable format or other format deemed acceptable to the Client, in the Client's reasonable discretion. 13.4. Cure Period. As used in this Agreement, "Cure Period" means a period of thirty (30) days after receipt by a breaching Party of written notice from the non -breaching Party that this Agreement has been breached. 14. INFORMAL DISPUTE RESOLUTION. Except in the event of termination pursuant to Section 17, if either Contractor or Client has a claim, dispute, or other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this Agreement, the Parties shall first attempt to resolve the matter through this dispute resolution process. The disputing Party shall notify the other Party in writing as soon as practicable after discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and list the Parry's specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both Parties shall commence the resolution process and make a good faith effort, either through email, mail, phone conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach or other matter in question that may arise out of, or in connection with this Agreement If the Parties fail to resolve the dispute within sixty (60) days of the date of receipt of the notice of the dispute, they may seek any other available relief. Notwithstanding the fact that the Parties may be attempting to resolve a dispute in accordance with this informal dispute resolution process, the Parties agree to continue without delay all of their respective duties and obligations under this Agreement not affected by the dispute. Either Party may, before or during the exercise of the informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests. 15. ENTIRE AGREEMENT. All other terms and conditions that are part of this Agreement shall be as set forth in this Agreement and all Order Forms completed and approved pursuant to this Agreement, constitute the complete and exclusive terms of the agreement between the parties regarding the subject matter and supersedes all other prior and contemporaneous agreements or communications with respect to the subject matter hereof This Agreement represents the entire agreement between the parties; no additional verbal or written agreement exists affecting or amending its terms. 16. NONWAIVER. Any failure or delay by either party to exercise or partially exercise any right, power or privilege hereunder shall not be deemed a waiver of any of the rights, powers or privileges under this Agreement. The waiver by either party of a breach of any term, condition or provision of this Agreement shall not operate as, or be construed as, a waiver of any subsequent breach thereof. 17. NOTICES. Except as otherwise provided in the Agreement, all notices or other communications hereunder shall be deemed to have been duly given when made in writing and delivered in person or mailed, postage prepaid, by first class, certified or registered mail, by messenger or courier, and addressed as provided below. The address to which the notice(s) or communications may be given by either party may be changed by notice given by such party to the other pursuant to this Section or by other form of notice agreed to by the parties. All notices permitted or required to be given by either party under this Agreement to the other shall be in writing through each party's authorized representative(s) as follows: If to Contractor: Thirkettle Corporation DBA Aqua -Metric Sales Company Attn: Christopher Newville 16914 Alamo Parkway, Building 2 Selma, TX 78115 Email: chris.newville@aqua-metric.com 25H-203 If to Client: City of Santa Ana Attn: Clerk of the City Council 20 Civic Center Plaza (M30) P.O. Box 1988 Santa Ana, CA92702-1988 Fax: (714) 647-6956 with copy to: Executive Director, Public Works Agency (at same address) 18. REMEDIES. Except for remedies specifically designated as exclusive, no remedy conferred by the Agreement is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder, now or hereafter existing at law, in equity, by statute or otherwise. The election of any one or more remedies shall not constitute a waiver of the right to pursue other available remedies. 19. SEVERABILITY. If any term, provision or part of the Agreement is to any extent held invalid, void or unenforceable by a court of competent jurisdiction, the remainder of the Agreement shall not be impaired or affected thereby, and each term, provision, and part shall continue in full force and effect, and shall be valid and enforceable to the fullest extent permitted by law. 20. SUCCESSORS. This Agreement shall inure to the benefit of and be binding on the parties hereto and their respective successors and assigns (if such assignment was properly made pursuant to this Agreement). 21. AUTHORIZED REPRESENTATIVE. Each party represents to the other party that: (i) it has the power and authority to execute and deliver this Agreement and perform its obligations hereunder; (ii) the execution, delivery, and performance of this Agreement has been duly approved and authorized by it; and (iii) the execution and delivery of, and performance by, such party of this Agreement does not and will not, directly or indirectly, (a) require the consent, approval, or action of, or any filing or notice to (collectively, "Consents'), any corporation, firm, person or other entity or any public, governmental or judicial authority, which Consents have not already been obtained, (b) violate the terms of any instrument, document or agreement to which it is a party, or by which it is bound, or be in conflict with, result in a breach of or constitute (upon the giving of notice or lapse of time or both) a default under any such instrument, document or agreement, or (c) violate any order, writ, injunction, decree, judgment, ruling, law rule or regulation of any federal, state, county, municipal, or foreign court or governmental authority applicable to it. 22. FORCE MAJEURE. Neither party shall be held liable for delay in fulfilling or failure to fulfill its obligations under this Agreement, if such delay or failure is caused by events beyond the reasonable control of such party, including, without limitation, natural calamity, acts of God, terrorist events, or delays in product shipment caused by any of the preceding events, provided payment obligations shall not be so excused. Each party shall notify the other in writing of any situation that may prevent performance under the terms and conditions of this Agreement. 23. ENTIRETY OF AGREEMENT. This Agreement, including any exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the Client and Contractor, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 24. ASSIGNMENT. Contractor may not assign any of their respective rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party, including any assignment or transfer in connection with a merger, reorganization, or sale of all or substantially all of the assets or equity of such party. Any attempted assignment in breach of this Section shall be void and Client shall have the right to terminate this Agreement as set forth herein. This Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. 25H-204 25. DEFINITIONS. a. "Confidential Information" means documents, data, work product and any other sources of information designated as confidential in writing by Client or Contractor, as applicable, and any other information that a party should reasonably know is confidential in light of the circumstances surrounding its disclosure. b. "Client Data" means any or all of the following, and all copies thereof, regardless of the form or media in which such items are held: (i) Confidential Information of Client, including, but not limited to, Personally Identifiable Information; (ii) data and/or information provided or submitted by or on behalf of Client or any Client Affiliate to Contractor regardless of whether considered Confidential Information; and (iii) data and/or information stored, recorded, processed, created, derived or generated by Contractor as a result of and/or as part of the Services, regardless of whether considered Confidential Information. c. 'Documentation" means all publications and documentation relating to the use or operation of the Products, Software and Services provided hereunder, such as reference, user, installation, systems administration and technical guides. d. "Fees" mean the Product Costs, Service Fees and the Subscription Fees. e. "Service Fees" means the fees for Services performed by Contractor, as described in Exhibit A. f "Services" mean the work performed by and/or available from Contractor, including the Installation Services, Subscription Services, Support Services and Training as may be more fully described in Contractor Agreement. g. "Software" means the computer software described as such in the Sensus Inc. Agreement, in machine-readable form only, as well as any Updates which may be provided pursuant to the terms of this Agreement. h. "Subscription Services" mean the hosting and processing Services performed by Sensus Inc. and Contractor, as described in the Sensus Contractor Agreement. i. "Subscription Services Fees" means the fees for Client's use of the Subscription Services, as described in Contractor Agreement. j. "Support Services" means the annual maintenance and support services provided by Contractor and Sensus Inc. k. "Support Services Fees" means the fees for Client's use of the Support Services, as described in Contractor Agreement. 1. "Training" means the instructional training provided by Contractor to Client regarding access to and proper use and operation of the Software and Services. in. "Updates" means minor enhancements, improvements, patches or modifications released to improve performance or fix errors in previous versions of software applications developed by Sensus Inc. or third -party developers. n. "Upgrade" means a release of the software or a change to the existing software and/or hardware containing major new features, functionality and/or performance improvements that would enable the existing software and/or hardware configuration to perform to the level of the next version of the software and/or hardware configuration and is designed to replace the older software and/or hardware version of the same product and/or extend the useful life of that product. 26. COUNTERPARTS AND ELECTRONIC SIGNATURE. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original agreement and both of which shall constitute one and the same agreement. The counterparts of this Agreement may be executed and delivered by facsimile or other electronic signature (including portable document format) by either of the parties and the receiving party may rely on the receipt of such document so executed and delivered electronically or by facsimile as if the original had been received. 25H-205 27. JURISDICTION AND VENUE. This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. [Signature Page on following page.] 25H-206 Client signatory represents and warrants that the signatory has all necessary authorization to purchase and pay for the Services indicated herein. THE TERMS AND CONDITIONS SET FORTH HEREIN SHALL NOT BE BINDING UNTIL FULLY EXECUTED BY AN AUTHORIZED SIGNATORY FOR BOTH CLIENT AND CONTRACTOR (OR ITS APPLICABLE AFFILIATE), IN WITNESS WHEREOF, this Agreement is hereby executed on behalf of each of the parties hereto as of the date signed by both parties below. THI RKETTLE CORPORATION DBA AQUA -METRIC SALES COMPANY 4050 Flat Rock Drive Riverside, CA 92505 Signature Tommy Thirkettle Name (Printed or Typed) President Title 10 / 2-1 7_020 Date ATTEST: Daisy Gomez Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: John _. Funk, Assistant City Attorney RECOMMENDED FOR APPROVAL: Nabil Saba, PE Executive Director Public Works Agency CITY OF SANTA ANA 20 Civic Center Plaza (M30) P.O. Box 1988 Santa Ana, CA 92702-1988 Signature Kristine Ridge Name (Printed or Typed) City Manager Title Date 25H-207 EXHIBIT A ANNUAL SERVICES PRICING Item 1 Description Hosted RNI Software -as -a- Service, Water Only Quantity 1 $37,968.71 $37,968.71 2 Aqua -Metric Support 1 $10,309.28 $10,309.28 3 Basestation Extended Warranty 4 $1,659.15 $6,636.60 4 CMEP Fee for Third -Party GIS 1 $515.46 $515.46 5 CMEP Fee for Third -Party EnQuesta Customer Portal 1 $515.46 $515.46 6 Sensus Analytics Service Management Application (SMA) & Sensus Pressure Profile Application PPA 1 $21,907.22 $21,907.22 Total $77,852.73 25H-208 EXHIBIT B SUPPORT STANDARDS 1. Contractor Obligations. Contractor shall provide the following additional Support Services to Client: 1.1. Telephone Hotline/Help Desk. Contractor shall continuously provide a telephone number for Client personnel to call for all purposes regarding Support Services. Client's help desk shall be monitored by members of the Contractor support team. 1.2. Support and Maintenance History and Tracking System. Contractor shall maintain a current record of Client's Support Services history. Upon Client's request, Contractor shall provide a detailed history of all Support Services performed by Contractor. Client shall own all such records. 1.3. Enhancements and New Features. Contractor shall provide or ensure Sensus provides all enhancements to the Subscription Services. 1.4. Documentation. Contractor shall provide any and all updated Documentation, as applicable, for the Services, Products, and any enhancements provided to Client as such Documentation are generally released, or more frequently if significant errors and/or discrepancies are discovered in such Documentation. 2. Client Responsibilities. Client shall cooperate with Contractor in the performance of Contractor's obligations by performing the tasks set forth below. Provided however, that in no event shall any failure by Client to act as described below shall not be interpreted as or result in a breach of this Agreement: 2.1. Assist Contractor in the development of support procedures. 2.2. Ensure end users follow established support procedures. 2.3. End users will employ reasonable efforts to solve problems/address requests before calling the help desk. 2.4. Maintain local network and devices. 3. Resolution of Defects. 3.1. DefectLevels. Client shall classify, or reclassify, as applicable, all Defects as Critical, Impactful, Routine, and Application Question pursuant to the definitions set forth below in Section 4. 3.2. Reporting of Defects. Reports of Defects (an 'Incident Reporf') will be made through Contractor's support center via email or telephone at numbers to be provided by Contractor to Client. Contractor shall provide coverage and respond to incidents and defects according to Section 4 below. 4. Service Level Agreement. 4.1. Critical. Critical issues are problems with the Services or Products which delay or preclude completion of Client's billing cycle or cycles. Critical issues include but are not limited to major communications issues, software component failures or software interaction failures, or failures of the Client's non -individual customer hardware which interfere with communications, post -processing or significant transfers of data. The Client may elevate any non -Critical issue to a Critical status when Contractor cannot develop a work- around or fix a non -Critical issue in a timely manner or when a non -Critical issue severely impacts Client resources. The Client may demote a Critical issue to a non -Critical status upon notice to Contractor. 4.2. Impactful. Impactful issues are problems with the Services or Products that are less severe than Critical issues but delay completion of Client's billing cycle or cycles or interfere with the intended use of the overall metering infrastructure. While Contractor may be able to provide a work around on an individual customer basis for Impactful issues, due to the number of customers affected Impactful issues severely impact Client resources to affect the work -around. The Client may elevate or demote non-Impactful issues to Impactful status upon notice to Contractor. 4.3. Routine. Routine issues are problems with the Services or Products which affect a small number of customers, and which do not imperil the completion of a billing cycle, and which may be worked around without significant impact to Client resources. Routine issues will typically comprise requests for guidance on best practices for use of the overall system, Service or Product usage, assistance with specific metering or post -processing adjustments or modifications, or other issues which can be readily resolved. The Client may elevate or demote non -Routine issues to Routine status upon notice to Contractor. 4.4. Application Questions. Application Questions are problems, clarifications, or explanations related to the Services or Products which are intended to assist Client in making the best use of the overall metering infrastructure system. Application Questions may be in the form of "how-to" questions or instructions designed to facilitate interaction with the metering infrastructure system and will typically require "look- up" responses instead of active troubleshooting. The Client may elevate or demote non -Application Questions to Application Question upon notice to Contractor. 4.5. Business Hours. Business hours shall be considered to be 8:00 AM to 5:00 PM PST weekdays, excluding statutory holidays in the State of California. It is unlikely that issues would be discovered and support requested outside stated business hours. Provided, however, Contractor will provide non -Business Hours support to the Client for Critical and Impactful issues. 4.6. Call -Back. When support services are requested, Contractor shall make return contact with Client to: (1) confirm that the request for support has been received; (2) to receive Client troubleshooting processes and results, and to make a counter -request for any additional information if so needed; and (3) to mutually agree upon a support level pursuant to the above definitions. 4.7. Troubleshooting. Troubleshooting begins when Contractor support personnel actively begin researching, investigating, and or testing the cause of the reported issue. Typically, troubleshooting activities will be performed in conjunction with Client personnel. Troubleshooting resources shall be provided consistent with the criticality and anticipated time line of the supported issue. Critical Issue Impactful Routine Issue Application Normal Business 1/z Hour Issue 1 Hour Question 1 Hour Hours Call Back Outside Business 2 Hours 1 Business Business Hours Da 7Hours Da Normal Business 2 Hour 1/zBusinessN/A Hours Da Troubleshooting Outside Business 8 Hours 1 Business 2 Business N/A Hours Day Days Normal Business 3 Business 4 Business 6 Business 1 Business Hours Days Days Days Da Resolution Outside Business 3 Business 4 Business 6 Business 1 Business Hours Days Days Days Days 25H-210 EXHIBIT C SUPPORT DATASHEET 25H-211 Sensus Infrastructure Maintenance and Support Sensus FlexNetlm Infrastructure Extended Warranty Firmware Maintenance / Upgrades Remote Diagnostics of Operational Issues Repair or Replace Defective Parts or Units Discounted Field Installation Services Sensus FlexNetlm Software Maintenance Licensed and Software -as -a -Service Models FCC Spectrum License Renewals Telephone Support Remote Diagnostics of Software Problems Software Updates Auto Read Annual Support (If Applicable) Loaner Programming Equipment Software -as -a -Service Model Only Daily Backup Data Replication to a Disaster Recovery Site Anti -Virus and Malware Subscription and Scanning Operating System Support, Troubleshooting, Security Patching and Upgrades Linux Red Hat, Microsoft Windows Server, Microsoft SQL Server and Oracle Ongoing Maintenance Hardware Maintenance or Refresh © 2016 Thirkettle Corporation 4050 Flat Rock Drive, Riverside, CA 92505 1 (866) 645-2782 w .aqua-metric.com 25H - Aqua Metric Value Added Services On -Site and Remote Technology Support Remote Diagnostics of Software Problems Hardware and Software Troubleshooting and Diagnostics Assistance Technical Supportfor Field Troubleshooting Training and Supportfor Sensus Basestation Firmware Maintenance and Updates Training and Subject Matter Expertise for Basestation Backup/Restore Procedures Training and Ongoing Subject Matter Expertise for the Sensus RNI Training and Supportfor Broadcasting Meter Firmware Updates Assistance with Creating and Maintaining Meter Profiles within Sensus RNI Ongoing Subject Matter Expertise Related to Meter Installation and Configuration Processes Ongoing Subject Matter Expertise on Sensus Products and Tools Ongoing Subject Matter Expertise to Diagnose and ResolveAMI Network Issues Ongoing Subject Matter Expertise and Recommendations for Updates of FlexNet Systems and Interfaces Tracking of Meter Return Material Authorization (RMA) Process Tracking and Handling for New Meter Provisioning Periodic Sensus Basestation Health Check -Up AUTHORIZED VALUEPROJECT REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 17, 2020 TITLE: APPROVE AGREEMENT WITH DISCOVERY SCIENCE CENTER OF ORANGE COUNTY FOR PUBLIC EDUCATION SERVICES IN AN AMOUNT NOT TO EXCEED $675,000 FOR A MAXIMUM TERM OF FIVE YEARS (NON -GENERAL FUND) CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1sl Reading ❑ Ordinance on 2od Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO /s/ Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION Authorize the City Manager to execute an agreement with Discovery Science Center of Orange County for public education services for a three-year period beginning January 1, 2021, and expiring December 31, 2023, in an annual amount not to exceed $135,000 for three years, with the option to renew for up to two 1-yearperiods, for a total agreement amount not to exceed $675,000, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION Assembly Bill 939 (AB939) mandates waste diversion from landfills and recycling program implementation which includes a public education component. The City is in full compliance with this legislation through a variety of diversion and recycling programs. Since 2013, the City has partnered with the Discovery Science Center of Orange County (DSCOC) to provide waste disposal and recycling public education through its award -winning Eco Challenge exhibit. The exhibit engages visitors of all ages in a fun, interactive experience that teaches new behaviors through educational content that includes stage shows and hands-on demonstrations. The DSCOC delivers an enhanced public education program specifically tailored to Santa Ana residents entitled, "Santa Ana Waste Free Days" which includes free admission and offers a range of programs, activities, and guest incentives geared toward the promotion of positive recycling and waste disposal habits. Initially, DSCOC reached approximately 9,000 Santa Ana residents per year through this program. In recent years, enhancements such as a new interactive Eco presentation in the Planetary Research Station and new demonstrations in the Healthy Kitchen focused on healthy living and reducing food waste, have proven to be very popular with residents and have increased attendance significantly. The additional programming also enhances the City's compliance with state education 251-1 Agreement with Discovery Science Center of Orange County for Public Education Services November 17, 2020 Page 2 and outreach mandates, particularly Mandatory Commercial Organics Recycling Assembly Bill 1826 (AB1826). Staff recommends approval of the agreement with DSCOC in order to continue providing valuable educational programing to Santa Ana residents and to maintain compliance with AB939 and AB1826 (Exhibit 1). FISCAL IMPACT Funding for this agreement is budgeted and available in the Fiscal Year 2020-21 Refuse Enterprise Account (No. 06917640-62300), and will be budgeted and available for expenditure annually, in the same account: Accounting Unit Fund Accounting Unit, Account Fiscal Year — Account No. Description Description Amount FY 2020-21 06917640-62300 Refuse Refuse Enterprise, Contract $67,500 Enterprise Services -Professional FY 2021-22 06917640-62300 Refuse Refuse Enterprise, Contract $135,000 Enterprise Services -Professional FY 2022-23 06917640-62300 Refuse Refuse Enterprise, Contract $135,000 Enterprise Services -Professional FY 2023-24 06917640-62300 Refuse Refuse Enterprise, Contract $67,500 Enterprise Services -Professional Renewal Op tion Years FY 2023-24 1 06917640-62300 Refuse Refuse Enterprise, Contract $67,500 Enterprise Services -Professional FY 2024-25 06917640-62300 Refuse Refuse Enterprise, Contract $135,000 Enterprise Services -Professional FY 2025-26 06917640-62300 Refuse Refuse Enterprise, Contract $67,500 Enterprise Services -Professional Total Amount: 1 $675,000 Fiscal Impact Verified By: Kathryn Downs, CPA, Executive Director— Finance and Management Services Agency Submitted By: Nabil Saba, P.E., Executive Director— Public Works Agency Exhibit: 1. Agreement with Discovery Science Center of Orange County 251-2 EXHIBIT 1 AGREEMENT WITH DISCOVERY SCIENCE CENTER TO PROVIDE RECYCLING EDUCATION PROGRAM THIS AGREEMENT is made and entered into this 17th day of November, 2020 by and between Discovery Science Center of Orange County, a California 501(c)(3) non-profit corporation ("DSC"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Consti- tution and laws of the State of California ("City"). RECITALS A. The DSC offers an educational program focusing on practical recycling and waste re- duction behaviors in the home, otherwise known as the Santa Ana Waste Free Days Program ("Program"). B. The Program engages visitors in a fun, interactive experience that teaches new behav- iors through exciting hands-on programming. C. The City has previously engaged, and again desires to engage, DSC to provide the Pro- gram for Santa Ana residents free of charge once per month. D. DSC represents that it is qualified and willing to provide said educational programming. 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. DSC'S OBLIGATIONS DSC shall provide the Program, as further described below and set forth in Exhibit A. a. DSC agrees to use all funds received from City pursuant to this Agreement exclusively to provide the Program, as set forth in Exhibit A, attached hereto and fully incorporated by this reference. b. All funds received by DSC from City pursuant to this Agreement shall be separately ac- counted for apart from any other funds of DSC, or of any principal or member of DSC. C. DSC shall keep records of all funds received from City under the terms and conditions of this Agreement. DSC agrees to keep monthly records of the number of Santa Ana resi- dents participating in the Program. DSC shall submit quarterly reports within fifteen (15) days after the quarter is completed. Said quarterly report shall include monthly accounting of: i. Number of Santa Ana residents targeted for services, ii. Actual number of Santa Ana residents attending the Santa Ana Waste Free Days program, iii. Number of guest surveys completed, iv. Number of Eco Challenge attendees on Santa Ana Waste Free Days, and V. Documentation of program components, including samples of printed materials. Page 1 of 7 251-3 d. Upon reasonable notice to DSC, City and/or its representatives shall have access for pur- poses of monitoring, auditing, and examining DSC's activities and performance, to books, documents and papers, and the right to examine records of DSC's subcontractors, bookkeepers and accountants, employees and participants regarding the Program. City and/or its representatives shall also schedule on -site monitoring at its discretion. Nothing herein shall be construed to require access to any privileged or confidential information as set forth in federal or state law. e. All accounting records and evidence pertaining to all costs of DSC and all documents related to this Agreement shall be kept available at DSC's office or place of business for the duration of the Agreement and three (3) years beyond. f. Without prejudice to any other provisions of this Agreement, DSC shall, where applica- ble, maintain the confidential nature of information provided to it concerning participants in accordance with the requirements of federal and state law. However, DSC shall submit to City or its representatives, all records requested, including audit, examinations, moni- toring and verifications of reports submitted by DSC, costs incurred and services rendered hereunder. 2. COMPENSATION City shall pay to DSC for the Program $11,250.00 per month for DSC's provision of one Program day per month, for a maximum aggregate payment of One Hundred Thirty -Five Thousand Dollars ($135,000) annually, to be paid in biannual installments, as set forth in Exhibit A. City shall withhold payment if DSC fails to provide the quarterly reporting as required by Section l.c., above, in conform- ance with this Agreement. The total amount to be expended under this Agreement, including any exten- sion periods, shall not exceed $675,000. 3. TERM This Agreement shall commence on January 1, 2021 and terminate on December 31, 2023, unless terminated earlier in accordance with Section 12, below. The term of this Agreement may be extended for two 1-year periods each upon mutual agreement of the parties. 4. INDEPENDENT CONTRACTOR DSC shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which DSC performs the services which are the subject matter of this Agreement; however, the services to be provided by DSC shall be provided in a manner consistent with all applicable standards and regulations governing such services. DSC shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes for its employees and shall be responsible for all applicable withholding taxes. Page 2 of 7 251-4 5. INSURANCE Prior to undertaking performance of work under this Agreement, DSC shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. DSC shall maintain commercial general liabil- ity insurance which shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of DSC's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such in- surance shall (a) name the City, its officers, employees, agents, volunteers and representatives as addi- tional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance pro- grams maintained by the City; and (c) contain standard separation of insureds provisions. b. Worker's Compensation Insurance. In accordance with the provisions of California law, if DSC has any employees, DSC is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, DSC agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. C. The following requirements apply to the insurance to be provided by DSC pursuant to this section: i. DSC shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. ii. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City. iii. Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. iv. DSC shall supply City with a fully executed additional insured endorsement. d. If DSC fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to terminate this Agreement. Such ter- mination shall not affect DSC's right to be paid for its time and materials expended prior to notification of termination. DSC waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNIFICATION DSC agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including Page 3 of 7 251-5 death, and claims for property damage, which may arise from the direct or indirect operations of DSC or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in 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. DSC further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 7. CONFIDENTIALITY If DSC receives from the City information which due to the nature of such information is rea- sonably understood to be confidential and/or proprietary, DSC 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 reason- able 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 DSC disclosed in a publicly available source; (c) is in rightful possession of DSC without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by DSC without reference to information disclosed by the City. 8. CONFLICT OF INTEREST CLAUSE DSC covenants that it presently has no interests and shall not have interests, direct or indirect, that would conflict in any manner with performance of services specified under this Agreement. 9. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 To DSC: Discovery Science Center of Orange County Mr. L. Joseph Adams Page 4 of 7 251-6 President/CEO 2500 N. Main Street Santa Ana, California 92705 Fax 714-263-3927 A party may change its address by giving notice in writing to the other party. Thereafter, any commu- nication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and DSC, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of DSC. 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 DSC nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of DSC, DSC may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 12. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termina- tion. In such event, DSC shall be entitled to receive and the City shall pay DSC compensation for all services performed by DSC prior to receipt of such notice of termination, subject to the following con- ditions: a. As a condition of such payment, City may require DSC to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and DSC consents to the City's use thereof for such purposes as the City deems appropriate. Page 5 of 7 251-7 b. Payment need not be made for work that fails to meet the standard of performance spec- ified in the Recitals of this Agreement. 13. NONDISCRIMINATION DSC shall not discriminate because of race, color, creed, religion, sex, marital status, sexual ori- entation, 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 activi- ties or in connection with any activities under this Agreement. DSC affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. JURISDICTION — VENUE This Agreement has been executed and delivered in the State of California and the validity, in- terpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in con- nection with or by reason of this Agreement. 15. WAIVER No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy shall be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 16. PROFESSIONAL LICENSES DSC shall, throughout the term of this Agreement, maintain all necessary licenses, permits, ap- provals, 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. DSC shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 17. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature below has the power, author- ity and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorneys 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. Page 6 of 7 251-8 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Daisy Gomez Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney By: 7K'. -f.-L John .Funk Assistant City Attorney RECOMMENDED FOR APPROVAL Nabil Saba Executive Director Public Works Agency Page 7 of 7 CITY OF SANTA ANA Kristine Ridge City Manager DISCOVERY SCIENCE CENTER OF ORANGE COUNTY Name: Title: 251-9 EXHIBIT A Santa Ana Waste Free Days Proposed Scope of Work Background DiscoveryCube, ORANGE COUNTY Since the doors opened in 2002 to what was then known as the Discovery Science Center, Santa Ana residents have received free admission on the first Tuesday of every month. Over nearly 20 years of operation, that has resulted in hundreds of thousands of local families being able to enjoy some of the most dazzling educational exhibits in the world, from Star Wars to Dora the Explorer. In 2013, Discovery Cube of Orange County (DCOC) and the City of Santa Ana Public Works Agency partnered to bring Santa Ana Waste Free Day to the residents of Santa Ana, re -brand- ing the traditional "free day" experience to place a focus on teaching practical recycling and waste -reduction behaviors in the home. Utilizing the Eco Challenge exhibit, DCOC's world - class educational content, and stage shows and hands-on demonstrations that bring scientific concepts to life, Santa Ana Waste Free Day engages resident visitors of all ages in a fun, interactive experience that teaches new behaviors. Scope of Work Waste Free Day On the first Tuesday of each month, DCOC will welcome Santa Ana residents free of charge and implement a range of programs, activities, and guest incentives focused on the promotion of positive recycling and waste disposal habits. As a national leader in science education outreach, and as the home of the award -winning Eco Challenge exhibit, DCOC possesses a blend of resources that present a unique opportunity for the City of Santa Ana and its residents. DCOC will deliver the following program elements that will make Santa Ana Waste Free Days an immersive educational experience for all ages: ✓ Our Eco Challenge enhanced interactive audience show will run in our Sun Stage thea- ter regularly during the day ✓ Our Eco Challenge "Jeopardy' style multi -media game show will run at regular intervals in our 4D Theater ✓ A new special interactive Eco presentation in our Planetary Research Station. ✓ New demonstrations in the Healthy Kitchen focusing on healthy living and reducing food waste, including composting ✓ In the Eco Challenge exhibit area, our Education team will present a special table -top demonstration focused on a key aspect of the science behind Reduce, Reuse & Recycle 251-10 ✓ Each Santa Ana resident guest will be provided with a program containing: ✓ A schedule of shows, demonstrations and other activities ✓ A guest survey providing an opportunity to gauge learning, complete with a prize drawing to incentivize completion ✓ Recycling and waste disposal information relevant to, and provided by, the City At the end of each six-month period, DCOC will provide the City with attendance figures for each Waste Free Day, survey results and any other data gathered as a result of the partnership. Cost for the entirety of the program will remain $135,000 annually and billed on a bi-annual basis. Discovery Cube is requesting the term of the program to be for three years. The years intended for service are: January 1, 2021— December 31, 2021 January 1, 2022 — December 31, 2022 and January 1, 2023 — December 31, 2023 The suggested dates for 2021 are detailed below: • Tuesday, January 5 • Tuesday, February 2 • Tuesday, March 2 • Tuesday, April 6 • Tuesday, May 4 • Tuesday, June 1 • Tuesday, July 6 • Tuesday, August 3 • Tuesday, September 7 • Tuesday, October 5 • Tuesday, November 2 • Tuesday, December 7 COVID Response Due to the restrictions that are in place due to the COVID-19 pandemic, DCOC is proposing utilizing various additional components to both make up for Waste Free Days that have not occurred, as well as to provide an option while the Cube is still closed. These options would let us immediately pivot back to regular programming as soon as it is safe to host Santa Ana families at Discovery Cube. The following are the additional components: Integration into Santa Ana Unified Afterschool Programming and Santa Ana Library Partnership DCOC is an operator of afterschool programming through Santa Ana Unified School District. Leveraging our partnerships, DCOC will create and administer waste education to all students that participate in the afterschool programming. DCOC will create at least one hour of program- ming per month that will align with the Next Generation Science Standards. These lessons will 251-11 feature hands-on activities that students will be able to complete. Based on enrollment num- bers, DCOC anticipates reaching 2,100 students through this program. Students will receive multiple lessons, until normal Waste Free Day operations can be resumed. Students who par- ticipate in this will also receive book and programming recommendations from the Santa Ana Library system to continue their learning. World of Organics Game Access In partnership with Orange County Waste and Recycling, DCOC is developing an $800,000, multimedia game surrounding organics recycling. Originally developed for an exhibit at DCOC, we are now formatting the game to be playable on a computer or tablet. The World of Organics game features games and activities to help understand how to create enriched soil that helps retain moisture, suppresses plant disease and pests, and encourages healthy plant growth. Playing the competitive, fast -paced game will challenge guests to understand the process that takes place when composting, and how the production of beneficial bacteria and fungi break down organic matter. As a part of the COVID response, DCOC will make the game available to all residents of Santa Ana. As an added benefit of Waste Free Day programming, DCOC will continue to make the game available to all residents once we shift back to normal operations. Social Media Partnership DCOC also proposes partnering with Santa Ana Public Works on a series of social media posts. These posts will serve to make Santa Ana residents aware of their access to the World of Organics game, as well as to promote proper waste diversion through activities and messaging campaigns. DCOC can target these social media posts to reach residents of the City only. We will utilize Facebook, Twitter and Instagram to get our messaging out. DCOC is proposing to do a minimum of 4 posts per month. Through these posts, DCOC will reach over 300,000 people per month with our messaging. These posts will continue until the traditional Waste Free Day can resume. Cost for COVID Response DCOC has worked to leverage as many partnerships and resources as possible in creating the COVID response for Santa Ana Waste Free Day. As such, this suite of programs is designed to provide a maximum amount of value for the same per -month price that is already set for Waste Free Day, while offering programming that makes up for the dates that have been missed. The intent is to seamlessly transition over to this programming quickly and efficiently. 251-12 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: SEPTEMBER 15, 2020 TITLE: RESOLUTION RESCINDING CITY COUNCIL RESOLUTION NO. 2019-099, UPHOLDING PLANNING COMMISSION'S ADOPTION OF RESOLUTION NOS. 2019-35, 2019-36, 2019- 37; RESCINDING THE CITY'S CALIFORNIA ENVIRONMENTAL QUALITY ACT -RELATED FINDINGS; AND DECLARING NULL AND VOID PLANNING COMMISSION RESOLUTION NOS. 2019-35, 2019-36, AND 2019-37 PERTAINING TO THE PROPERTY LOCATED AT 301 AND 325 N. TUSTIN AVENUE CITY MANAGER CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 111 Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO 111111111111►111l October 06, 2020 October 20, 2020 November 17, 2020 RECOMMENDED ACTION Adopt a resolution rescinding City Council Resolution No. 2019-099, upholding the Planning Commission's adoption of Resolution Nos. 2019-35, 2019-36, and 2019-37; rescinding the City's California Environmental Quality Act -related findings; and declaring null and void Planning Commission Resolution Nos. 2019-35, 2019-36, and 2019-37 pertaining to the property located at 301 and 325 N. Tustin Avenue. DISCUSSION The 2018 Project Approvals On October 8, 2018, the Planning Commission of the City of Santa Ana took the following actions with regard to the property located at 301 and 325 N. Tustin Avenue (the "2018 Project"): 1. Adopted Resolution No. 2018-28, approving Conditional Use Permit No. 2018-18 to allow a drive -through; 2. Adopted Resolution No. 2018-35, approving Variance No. 2018-10 to allow for reduced yards for a service station; On November 20, 2018, the City Council of the City of Santa Ana took the following actions with regard to the 2018 Project: 1. Adopted Resolution No. 2018-081, adopting Mitigated Negative Declaration Environmental Review No. 2016-156 and corresponding Mitigation Monitoring and Reporting Program; 55A-1 Resolution Rescinding 2019 Land Use Approvals (301/325 N. Tustin Ave.) September 15, 2020 Page 2 2. Adopted Resolution No. 2018-082, approving General Plan Amendment No. 2018-05 for the property located at 301 N. Tustin Avenue, 431 N. Tustin Avenue, and 2321 East Fourth Street; 3. Introduced a first reading of Ordinance No. NS-2960, approving Amendment Application No. 2018-08 to rezone 301 and 325 N. Tustin Avenue, 401 N. Tustin Avenue, and 2320 East Fourth Street from Professional to General Commercial; On December 4, 2018, after a second reading, the City Council of the City of Santa Ana adopted Ordinance No. NS-2960. Resolution Nos. 2018-28, 2018-35, 2018-081, 2018-082, and Ordinance No. NS-2960 shall be collectively referred to as the "2018 Approvals." The 2019 Project Approvals On September 9, 2019, the Planning Commission of the City of Santa Ana took the following actions with regard to the property located at 301 and 325 N. Tustin Avenue (the "2019 Project'): 1. Adopted Resolution No. 2019-35, approving Conditional Use Permit No. 2019-30 to allow a car wash; 2. Adopted Resolution No. 2019-36, approving an amendment to Variance No. 2018-10; 3. Adopted Resolution No. 2019-37, approving Conditional Use Permit No. 2019-31 to allow 24-hour operations of a retail store. 4. The City determined that the 2019 Project was eligible for a CEQA Class 32 In -fill Development Exemption. On October 15, 2019, the City Council upheld the Planning Commission's adoptions of Resolution Nos. 2019-35, 2019-36, 2019-37, the City's CEQA Class 32 In -fill Development Exemption, and further determined that the 2019 Project was eligible for a CEQA Class 3 New Construction or Conversion of Small Structure Exemption after a duly noticed de novo public hearing on Appeal Application 2019-03, by City Council Resolution No. 2019-099. Planning Commission Resolution Nos. 2019-35, 2019-36, 2019-37, City Council Resolution No. 2019-099, and the City's CEQA Class 32 In -fill Development and Class 3 New Construction or Conversion of Small Structure Exemptions are collectively referred to as the "2019 Approvals". On August 31, 2020, the applicant for the 2019 Project, The Russell Fischer Partnership, LP ("RF"), submitted a letter to the City Council requesting rescission of the 2019 Approvals due to financial hardship caused by dramatic changes in the economy caused by the COVID-19 pandemic. (Letter attached hereto as Exhibit 1). Because RF no longer intends to pursue the 2019 Approvals, staff recommends that the City Council rescind the following 2019 Approvals in their entirety such that the 2019 Approvals will have no further force or effect: Resolution No. 2019-099, upholding the Planning Commission's adoption of Resolution Nos. 2019-35, 2019-36, and 2019-37; and the City's determination that the 2019 Project is eligible for a CEQA Class 32 In -fill Development Exemption and Class 3 New Construction or Conversion of Small Structure Exemptions. Staff further recommends that the City 55A-2 Resolution Rescinding 2019 Land Use Approvals (301/325 N. Tustin Ave.) September 15, 2020 Page 3 Council declare null and void Planning Commission Resolution Nos. 2019-35, 2019-36, and 2019- 37 such that these resolutions are no longer in effect. The 2018 Approvals are valid and remain in full force and effect. FISCAL IMPACT There is no fiscal impact associated with this action. Submitted By: Sonia R. Carvalho, City Attorney Exhibit(s): 1. Letter Requesting Rescission of 2019 Approvals 2. Resolution 55A-3 EXHIBIT 1 <2 �aisute August 31, 2020 Honorable Mayor Miguel Pulido Honorable City Council Members City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 Re: The Russell Fischer Partnership, LP 2019 Approvals Dear honorable Slayor Pulido and honorable City Council Members: In September 2019. the City of Santa Ana ("City') Planning Commission issued approvals to The Russell Fischer Partnership, L.P. ("RF'), for RF to develop an automated car wash, fuel station and convenience store ("2019 Project"). In connection with the 2019 Project, the Planning Commission issued the following approvals; Resolution No. 2019-35, approving Conditional Use Permit No. 2019-30 to allow a car wash, Resolution No. 2019-36, approving an amendment to Variance No_ 2018-10, and Resolution No. 2019.37, approving Conditional Use Permit No. 2019-31 to allow 24-hour operations of a retail store. The City determined that the 2019 Project was eligible for a CEQA Class 32 In -fill Development Exemption ("CEQA Exemption"). Resolution Nos. 2019-35, 2019-36 and 2019-37 and the CEQA Exemption are collectively the "2019 Approvals". RF has chosen to not move forward with the development of the 2019 Project. Due to dramatic changes in the economy caused by the COV ID-19 pandemic, RF sales and profits have substantially decreased. RF went almost two months without generating any income, while RF paid all business expenses, including employee wages. Therefore. by this letter. RF hereby requests the City Council to rescind the 2019 ,Approvals. As a condition precedent to Rl's request for rescission of the 2019 Approvals. the City Council is to approve the settlement agreement which has been reached between RF and the City_ This condition precedent may be vvatved, ifat all. solely by RF_ If the City does not approve the settlement agreement, then RF's request to rescind the 2019 Approvals is hereby withdrawn_ cc: Ms. Kristine Ridge Sonia C'arvalho. Esq. Alkha Winterswyck, Esq. "`"��` 55A-4 EXHIBIT 2 RESOLUTION NO. 2020-xx A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA RESCINDING CITY COUNCIL RESOLUTION NO. 2019-099, UPHOLDING PLANNING COMMISSION'S ADOPTION OF RESOLUTION NOS. 2019-35, 2019-36, 2019-37: RESCINDING THE CITY'S CALIFORNIA ENVIRONMENTAL QUALITY ACT -RELATED FINDINGS; AND DECLARING NULL AND VOID PLANNING COMMISSION'S RESOLUTION NOS. 2019-35, 2019-36, AND 2019-37 PERTAINING TO THE PROPERTY LOCATED AT 301 AND 325 N. TUSTIN 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. On October 8, 2018, the Planning Commission of the City of Santa Ana took the following actions with regard to the property located at 301 and 325 N. Tustin Avenue (the "2018 Project"): 1. Adopted Resolution No. 2018-28, approving Conditional Use Permit No. 2018-18 to allow a drive -through; 2. Adopted Resolution No. 2018-35, approving Variance No. 2018-10 to allow for reduced yards for a service station; B. On November 20, 2018, the City Council of the City of Santa Ana took the following actions with regard to the 2018 Project: 1. Adopted Resolution No. 2018-081, adopting Mitigated Negative Declaration Environmental Review No. 2016-156 and corresponding Mitigation Monitoring and Reporting Program; 2. Adopted Resolution No. 2018-082, approving General Plan Amendment No. 2018-05 for the property located at 301 N. Tustin Avenue, 431 N. Tustin Avenue, and 2321 East Fourth Street; 3. Introduced a first reading of Ordinance No. NS-2960, approving Amendment Application No. 2018-08 to rezone 301 and 325 N. Tustin Avenue, 401 N. Tustin Avenue, and 2320 East Fourth Street from Professional to General Commercial; Resolution No. 2020-m Page 1 of 4 55A-5 C. On December 4, 2018, after a second reading, the City Council of the City of Santa Ana adopted Ordinance No. NS-2960; D. Planning Commission Resolution Nos. 2018-28, 2018-35, and City Council Resolution Nos. 2018-081, 2018-082, and Ordinance No. NS-2960 shall be collectively referred to as the "2018 Approvals"; E. On September 9, 2019, the Planning Commission of the City of Santa Ana took the following actions with regard to the property located at 301 and 325 N. Tustin Avenue (the "2019 Project'): 1. Adopted Resolution No. 2019-35, approving Conditional Use Permit No. 2019-30 to allow a car wash; 2. Adopted Resolution No. 2019-36, approving an amendment to Variance No. 2018-10; 3. Adopted Resolution No. 2019-37, approving Conditional Use Permit No. 2019-31 to allow 24-hour operations of a retail store. 4. The City determined that the 2019 Project was eligible for a CEQA Class 32 In -fill Development Exemption. F. On October 15, 2019, the City Council upheld the Planning Commission's adoption of Resolution Nos. 2019-35, 2019-36, 2019-37, the City's CEQA Class 32 In - fill Development Exemption, and further determined that the 2019 Project was eligible for a CEQA Class 3 New Construction or Conversion of Small Structure Exemption after a duly noticed de novo public hearing on Appeal Application 2019-03, by City Council Resolution No. 2019-099. G. Planning Commission Resolution Nos. 2019-35, 2019-36, 2019-37, City Council Resolution No. 2019-099, and the City's CEQA Class 32 In -fill Development and Class 3 New Construction or Conversion of Small Structure Exemptions shall be collectively referred to as the "2019 Approvals"; H. By letter addressed to the City Council dated August 31, 2020 (Exhibit A attached hereto), the applicant for the 2019 Project, The Russell Fischer Partnership LP ("RF"), has chosen to not move forward with the development of the 2019 Project; I. Due to dramatic changes in the economy caused by the COVID-19 pandemic, RF sales and profits have substantially decreased, with little money coming in while RF still incurred and paid all business expenses, including employee wages. Therefore, RF has requested the City Council to rescind the 2019 Approvals because the 2019 Project is no longer financially feasible. Resolution No. 2020-x Page 2 of 4 y Section 2. The City Council hereby rescinds the following 2019 Approvals in their entirety and as such 2019 Approvals shall have no further force or effect: A. City Council Resolution No. 2019-099, upholding the Planning Commission's adoption of Resolution Nos. 2019-35, 2019-36, and 2019-37; B. City's determination that the 2019 Project is eligible for a CEQA Class 32 In -fill Development Exemption and Class 3 New Construction or Conversion of Small Structure Exemptions. Furthermore, the City Council hereby declares null and void Planning Commission Resolution Nos. 2019-35, 2019-36, and 2019-37 such that these Resolutions are no longer in effect. Section 3. The following 2018 Approvals have not expired and were not rescinded by the City, and therefore are valid and remain in full force and effect: A. Planning Commission Resolution No. 2018-28, approving Conditional Use Permit No. 2018-18 to allow a drive -through; B. Planning Commission Resolution No. 2018-35, approving Variance No. 2018-10 to allow for reduced yards for a service station; C. City Council Resolution No Declaration Environmental Review No. Monitoring and Reporting Program; 2018-081, adopting Mitigated Negative 2016-156 and corresponding Mitigation D. City Council Resolution No. 2018-082, approving General Plan Amendment No. 2018-05 for the property located at 301 N. Tustin Avenue, 431 N. Tustin Avenue, and 2321 East Fourth Street; E. Ordinance No. NS-2960, approving Amendment Application No. 2018-08 to rezone 301 and 325 N. Tustin Avenue, 401 N. Tustin Avenue, and 2320 East Fourth Street from Professional to General Commercial. Section 4. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this day of , 2020. Miguel A. Pulido Mayor Resolution No. 2020-x Page 3 of 4 55A-7 APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: Lisa E. Storck Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Daisy Gomez, Clerk of the Council, do hereby certify the attached Resolution No. 2020 - to be the original resolution adopted by the City Council of the City of Santa Ana on 12020. Date: Clerk of the Council City of Santa Ana Resolution No. 2020-m Page 4 of 4 '• • REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 17, 2020 TITLE: ADOPT A RESOLUTION AMENDING THE CLASSIFICATION AND COMPENSATION PLAN FOR EXECUTIVE MANAGEMENT CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on god Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ [K�7►111►U1q�iC�7 /s/ Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION Adopt a resolution amending the City's Basic Classification and Compensation Plan for classifications of employment designated as unrepresented Executive Management. DISCUSSION The unrepresented Executive Management group includes the head of each department of the City and, with the exception of the Police Chief, such positions are exempted from the City's civil service system as set forth in the Santa Ana City Charter, Article X, Section 1002 and serve at will. The classification and compensation requirements for these positions have been established by various resolutions over the years. In 2015, the City Council adopted Resolution 2015-026, which replaced Resolution 91-066 that established the job classification, compensation and benefit plan for unrepresented Executive Management. Resolution 2015-026 has been amended by the City Council several times since 2015 to update and add specific provisions. While these updated provisions continue to be applicable and valid, the Resolution still includes original language that is not current or requires clarification to ensure compliance with related regulations and laws. For example, the description of Temporary Upgrades is no longer aligned with the requirements of the California Public Employees Retirement System (CaIPERS) nor the Public Employees' Pension Reform Act (PEPRA). In addition, the Resolution (Exhibit 1, Attachment A) includes references to longevity vacation and a medical subsidy plan which no longer exist, as well as the omission of an established City holiday, Martin Luther King, Jr. Day. Further, the past resolutions have created and supported a step -based compensation plan for the executive level positions, providing for step increases associated with time and an opportunity to earn a pensionable performance bonus at each step. Typically, high-level executives are compensated within a market based salary range with movement predicated upon performance. A performance based salary range assists with attraction, retention and motivation of competent executives willing to excel. 55B-1 Executive Management Compensation Plan November 17, 2020 Page 2 Specifically, the proposed resolution eliminates obsolete language, clarifies language to reflect current practices and ensures compliance with related regulations. In addition, the resolution amends the plan to provide details on the other employment benefits including the types of additional monetary compensation available to Executive Management. Most substantially, the proposed amendment converts the current step -based compensation plan to a performance salary -based range and eliminates opportunities for pensionable lump sum bonuses. The resolution is intended to accurately and comprehensively describe all provisions applicable to Executive Management and enable the City to administer provisions in an appropriate and legally compliant manner. FISCAL IMPACT There is no quantifiable or significant fiscal impact associated with this action. Submitted By: Steven V. Pham, Executive Director - Human Resources Department Exhibit: 1. Executive Management Resolution 55B-2 EXHIBIT 1 RESOLUTION NO. 2020-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA TO AMEND RESOLUTION NO. 2015-026 AMENDING, REESTABLISHING AND DELINEATING THE BASIC CLASSIFICATION AND COMPENSATION PLAN FOR CLASSIFICATIONS OF EMPLOYMENT DESIGNIATED AS UNREPRESENTED EXECUTIVE MANAGEMENT (EM). BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1: The City Council hereby finds, determines and declares as follows: A. Section 1004, Article X of the City Charter of the City of Santa Ana requires the City Manager to prepare, install and maintain a position classification and pay plan subject to civil service rules and regulations and the approval of the City Council. B. On June 16, 2015, the City Council adopted Resolution No. 2015-026 amending and re-establishing the Basic Classification and Compensation Plan for all Full -Time and Part -Time Classifications of Officers and Employees of the City of Santa Ana. C. On December 15, 2015, the City Council adopted Resolution 2015-069, which amended Resolution No. 2015-026, Exhibit A, the City's Basic Classification and Compensation Plan for certain classifications of employment designated as unrepresented Executive Management (EM) to provide a salary increase consistent with that provided to other City bargaining units. D. On January 19, 2016, the City Council adopted Resolution 2016-005, Exhibit A, Section 1, Paragraph B, which amended Resolution No. 2015- 069, amending the salary for the unrepresented EM classification of Deputy City Manager. E. On March 1, 2016, the City Council adopted Resolution No. 2016-015 which amended Resolution No. 2015-026, as to various classifications and compensation throughout the City based upon the City's mid -year review budget. F. On June 7, 2016, the City Council adopted Resolution No. 2016-035, amending the City's Basic Classification and Compensation Plan Resolution No. 2015-026, Exhibit A, Section 4 "Health and Welfare Benefits" Resolution 2020-XXX 55B-3 Page 1 of to clarify the language pertaining to "cash -in -lieu" benefits for EM classifications. G. On September 19, 2017, the City Council adopted Resolution No. 2017- 061, amending the City's Basic Classification and Compensation Plan Resolution No. 2015-026, Exhibit A, to adjust the salary for certain unrepresented EM classifications. H. On March 6, 2018, the City Council adopted Resolution No. 2018-020, amending the City's Basic Classification and Compensation Plan Resolution No. 2015-026, Exhibit A, providing and equity adjustment to the unrepresented EM classification title of Executive Director of Public Works. On June 19, 2018, the City Council adopted Resolution No. 2018-039, amending the City's Basic Classification and Compensation Plan Resolution No. 2015-026, Exhibit A, changing the unrepresented EM classification title of Executive Director of Personnel Services to Executive Director of Human Resources. J. On June 18, 2019, the City Council adopted Resolution No. 2019-054, amending the City's Basic Classification and Compensation Plan Resolution No. 2015-026, Exhibit A, adding the classification title for the unrepresented EM classification of Library Services Director and changing the salary rate range for the unrepresented EM classifications of Assistant City Manager and Deputy City Manager. K. On August 20, 2019, the City Council adopted Resolution No. 2019-070, reinstating the Library Department with the Library Services Director as the Executive Director. L. In an effort to delete obsolete language and clarify the classification and compensation of unrepresented EM employees delineated in Resolution No. 2015-026, it is now desired to amend Council Resolution No. 2015-026, Exhibit A (attached hereto as Exhibit "A") and to reflect the Schedule of Salary Rate Ranges for Unrepresented Executive -Management Classes of Employment Effective October 20, 2020 (attached hereto Exhibit "A" and marked as Attachment "1 "). M. The City Council has amended and re-established the Basic Classification and Compensation Plan on numerous occasions since adoption. Resolution 2020-XXX Page 2 of 4 55B-4 Section 2: That except as amended by this Resolution, all other provisions of Resolution No. 2015-026, as amended, shall remain in full force and effect. Section 3: This Resolution shall be operative immediately upon adoption by the City Council. ADOPTED this 17th day of November, 2020. Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: A. Ry-'O� Laura A. Rossini Acting Chief Assistant City Attorney IG\'1:6ereD lI Ta'i�T i NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Daisy Gomez, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2020-_ to be the original resolution adopted by the City Council of the City of Santa Ana on November 17, 2020. Date: Clerk of the Council City of Santa Ana Resolution No. 2020-XXX 55B-5 Page 3 of 4 Exhibits: A: The Basic Classification and Compensation Plan for Classifications of Employment Designated as Unrepresented Executive Management (EM). Attachment 1: Schedule of Salary Rate Ranges for Classifications of Employment Designated as Unrepresented Executive Management (EM), Effective 11/17/2020. Resolution 2020-XXX Page 4 of 4 55B-6 EXHIBIT A THE BASIC CLASSIFICATION AND COMPENSATION PLAN FOR CLASSIFICATIONS OF EMPLOYMENT DESIGNATED AS UNREPRESENTED EXECUTIVE MANAGEMENT (EM). Unrepresented Executive Management (EM) Basic Classification and Compensation Plan, Effective November 17, 2020. Section 1. Executive Management (EM) Classifications and Compensation Plan. A. Unrepresented Executive Management (EM) Employee Classifications Assistant City Manager (EM) Chief Technology Innovations Officer (EM) Library Services Director (EM) Executive Director of Community Development (EM) Executive Director of Finance and Management Services (EM) Executive Director of Human Resources (EM) Executive Director of Parks, Recreation and Community Services (EM) Executive Director of Planning and Building Safety (EM) Executive Director of Public Works (EM) Police Chief (EM) B. Schedule of Salaries. A Schedule of Salary Rate Ranges for classifications of employment designated as Unrepresented Executive Management (EM), is attached hereto as Attachment 1" and made a part hereof as though set forth in full herein. The assigned salary schedule number for Unrepresented Executive Management (EM) classifications and effective dates is listed as follows: Salary Schedule Unrepresented EM Classifications No. Effective Date Assistant City Manager (EM) EM-40 11/17/2020 Chief Technology Innovations Officer (EM) EM-20 11/17/2020 Executive Director of Community Development (EM) EM-20 11/17/2020 Executive Director of Finance and Management Services (EM) EM-20 11/17/2020 Executive Director of Parks, Recreation and Community Services (EM) EM-20 11/17/2020 Executive Director of Human Resources (EM) EM-20 11/17/2020 Executive Director of Planning and Building Safety (EM) EM-30 11/17/2020 Executive Director of Public Works (EM) EM-30 11/17/2020 Library Services Director (EM) EM-10 11/17/2020 Police Chief (EM) EM-40 11/17/2020 55B-7 C. Deleting the following full-time classification title at the current monthly fifteen - step salary rate range indicated: 15-Step Salary Rate Range Effective 7/1/20 Monthly Salary Classification Title SSR Minimum -Maximum Deputy City Manager EM-39 $11842 — 14075 - 16732 The Unrepresented Executive Management (EM) salary schedule contains several salary ranges, each salary range is shown in monthly amounts. The ranges are identified by a two -digit number preceded by the capital letters "EM" for Executive Management. The salary within each salary range is identified by the minimum salary of the range up to the maximum salary of the range. Terminal Classifications. Should a classification be identified as a terminal classification, the capitalized letter "T" shown within parenthesis [i.e., (T)] next to a classification title signifies a position classification that has been designated as "terminal" by formal City Council action and, as such, will be deleted from The Basic Classification and Compensation Plan for Unrepresented Executive Management (EM) classifications of employment when vacated by its last remaining incumbent. No new appointment may be made to a classification that has been designated as terminal. Section 2. Special Pay Additives and Additional Compensation Provisions. A. Bilingual Skill Pay. Qualified employees who are assigned to positions involving the regular and frequent use of bilingual skill in both English and either Spanish, Vietnamese or any other language designated by the City Manager will be paid in the highest amount as available to represented management employees. Incumbents of positions where bilingual proficiency is essential to the performance of duties and responsibilities of a critical and/or emergency nature, or of positions where bilingual public contact is a major, essential or integral element of the work being performed, will be paid in the highest amount as available to represented management employees. B. Education Incentive Pav — Sworn Unrepresented Executive Manaaement. Upon adoption of this resolution, employees of this unit currently appointed to a position on this date defined as sworn Executive Management, will be afforded and/or subject to the same provisions and/or changes to the Education Incentives Levels 1-4 as sworn Police Management Association (PMA) provided in Section 6.2 A. of the Police Management Association Memorandum of Understanding. Section 3. Administration and Applicability of the Basic Classification and Compensation Plan for Classifications of Employment Designated as Unrepresented Executive Management (EM). A. Unless specified otherwise herein, Unrepresented Executive Management (EM) employees will be afforded, and/or subject to the same provisions and/or changes in compensation (excluding cost of living adjustments), fringe benefit plans and 55B-8 allowances, and leave provisions including but not limited to; sick, vacation, management vacation, floating holiday(s); bereavement leave; military leave; jury duty; witness leave; catastrophic, and industrial injury leave; City observed paid holidays and holiday closures; cash out provisions for: sick leave, vacation, management vacation, floating holiday, and city paid holidays; City's Section 125 Plan, group health, dental, term life, and long-term disability allowances and plans; wellness plan; technology stipend; auto allowance; access to participation in the City's voluntary benefit plans (e.g., vision, flexible spending accounts, supplement life insurance, and 457(b) deferred compensation plan); Ca1PERS Retirement System; Retirement Health Savings Plan (RHS) participation, including any employer contribution to the employee's individual RHS plan or the same employer contribution to an association's or union's retiree health savings or similar plan on behalf of the member; work week schedules, as provided in the highest amount available to any non -sworn represented employee's unit. B. Compensation Plan Implementation. Upon implementation of the Basic Classification and Compensation Plan set forth in Sub -section 1.B. of this Resolution Exhibit, a current incumbent of an Executive Management (EM) classification listed herein above will be placed at a monthly rate in the assigned salary range which matches the incumbent's current assigned base monthly salary on the day preceding the effective date of this Resolution. C. Hiring Pay Policy. A newly hired Executive Management (EM) employee may be appointed and compensated at any monthly salary rate within the assigned salary rate range for his/her job classification as authorized by the appointing authority. D. Rates of Pay for Temporary Part -Time Work. When an employee is hired on a temporary part-time basis in an Executive Management (EM) classification, which is defined as employment of twenty (20) hours or less per work week not exceed a period longer than one hundred eighty (180) calendar days or nine -hundred and sixty (960) hours in a fiscal year, the employee will be paid at a rate per hour as defined by law for actual time spent in the duties of his or her employment. Rate per hour will be computed to the nearest whole cent by dividing the monthly rate as defined by law by 173.33. A computation resulting in exactly one-half (1/2) cent will fix the rate at the next higher whole cent. E. Temporary Upgrade to an Executive Management (EM) Classification. Regular employees of the City who are incumbents of classes of employment not included in this resolution exhibit and who are temporarily upgraded into a higher classification for a limited duration to an Executive Management (EM) classification due to a current incumbent's leave of absence or out -of -class temporary appointment as defined in Section 3.1 below, shall receive a minimum five percent (5%) temporary upgrade pay as defined by CCR 571(a)(3) as "compensation to employees who are required by their employer or governing body to work in an upgraded position/classification of limited duration", and is intended to meet the definition of "Compensation Earnable" for Classic members of Ca1PERS as provided by the Public Employees' Retirement Law (PERL), and Government Code (G.C.) section 20636. 55B-9 F. Out -of -Class Appointment to an Executive Management (EM) Classification. Regular employees of the City who are incumbents of classes of employment not included in this resolution exhibit and who are appointed to an "out -of -class appointment" as defined in Gov. Code section 20480 of the Public Employees' Retirement Law (PERL) as, "an appointment to an upgraded position or higher classification by an employer or governing body in a vacant position for a limited duration not to exceed nine -hundred sixty (960) hours in a fiscal year". A "vacant position" refers to "a position that is vacant during recruitment for a permanent appointment". A vacant position does not refer to a position that is temporarily available due to another employee's leave of absence. Executive Management (EM) classification shall receive a minimum five percent (5%) temporary upgrade premium as defined by CCR 571(a)(3) as "compensation to employees who are required by their employer or governing body to work in an upgraded position/classification of limited duration", and is intended to meet the definition of "Compensation Earnable" for Classic members of CalPERS as provided by the Public Employees' Retirement Law (PERL), and Government Code (G.C.) section 20636. G. Reallocation of Salary Rate Ranges. When an employee is in an Executive Management (EM) classification which is reallocated from the current salary rate range to a different salary rate range, the employee will retain the same salary he or she held prior to the reallocation. Section 4. Health and Welfare Benefits. The following optional insurance benefits available to Executive Management (EM) employees are provided through the City's Section 125 Cafeteria Plan adopted in accordance with the provisions of Internal Revenue Code § 125. Under City Council Resolution No. 98-54, the City elected to be subject to the Public Employees' Medical & Hospital Care Act (PEMHCA) to provide medical insurance through CalPERS for Unrepresented Executive Management Classifications. The City's contribution for each employee meets the statutory minimum using the "Unequal Method" California Government Code § 22892(c) (AB-2544). The City will contribute an allowance, which includes the PEMHCA statutory minimum towards the employee's cafeteria plan in the highest amount as available to any represented employees' unit covered under the PEMHCA plan. A. Medical insurance. Eligible Executive Management (EM) employees may choose from the eligible medical insurance plan options offered by CalPERS. If an employee waives medical coverage, they must provide proof of current enrollment in a qualified non -City sponsored group health coverage plan. B. Dental insurance. Eligible Executive Management (EM) employees will have the ability to select either an HMO or PPO dental insurance plan. 55B-10 C. Vision insurance. Eligible Executive Management (EM) employees will have the ability to voluntarily select vision insurance coverage through the City's insurance provider. D. Cash -in -Lieu of Benefits. Executive Management (EM) employees will be eligible to receive cash (subject to taxation as wages) through the City's cafeteria plan if they either waive/opt-out of receiving group health and/or dental benefits after providing proof of other group medical and/or dental coverage under a spouse or registered domestic partner's non -City sponsored plan, or if the premium of the City medical and dental plans they elect do not cost as much as the maximum allowance they receive toward such benefits. E. Employee Contributions for Benefits. If an Executive Management (EM) employee chooses group or voluntary benefits whose aggregate premium cost exceeds the maximum City contributions to the cafeteria plan, the City will automatically deduct the excess premium amount on a pre-tax basis (through the City's Section 125 plan) from the employee's regular paycheck. F. Disability Insurance. The City will pay one hundred percent (100%) of the premium cost for a long-term disability insurance plan under the policy it maintains on behalf of its employees in order to provide Executive Management (EM) employees a monthly benefit plan as provided to the highest amount as available to any represented employees' unit covered by the City's plan. G. Life Insurance and Accidental Death & Personal Loss (AD&PL). The City will pay one hundred percent (100%) of the premium cost for term life and AD&PL insurance coverage under the policy it maintains on behalf of its employees in order to provide Executive Management (EM) employees with life and AD&PL insurance coverage in an amount equal to three times the employee's annual rate of salary to a maximum of $300,000, or the highest maximum amount as available to any represented employee unit, provided that Executive Management (EM) employees can provide evidence of insurability for coverage above the guaranteed amount, if so required by the terms and conditions of said term life and AD&PL insurance policy. In the event an Executive Management (EM) employee is determined to be ineligible for the full benefit of said insurance coverage, the amount of life insurance will be equal the amount for which the employee is eligible for without having to provide evidence of insurability. Section 5. Leave Accruals and Cash -Out Provisions. Unless otherwise provided, the highest leave accrual, maximum accrual, and cash -out provisions provided to any represented employee's unit, will also be offered to the classifications listed in this resolution exhibit including but not limited to; paid holidays, floating holidays, holiday closures, vacation, "must -use" vacation, and management vacation. 55B-11 A. Management Vacation Leave. Executive Management (EM) employees listed in this Resolution Exhibit meet the definition of "exempt" under Section 13(a)(1) of the Fair Labor Standards Act (FLSA). 1. Executive Management (EM) employees will be granted one hundred (100) hours of management vacation per calendar year in addition to regular vacation accrual provisions applicable to represented employees of the City. 2. The City Manager is authorized to grant, at his or her discretion, additional management vacation leave hours per calendar year. B. Vacation and Sick Leave Credits for New Hires. The City Manager is authorized to grant a newly appointed Executive Management (EM) employee vacation and sick leave credits up to an amount equal to any earned but unused vacation or sick leave credits available to such appointee at the time of his or her separation from his or her most recent previous employer. C. Vacation Leave Rate of Accrual. The City Manager is authorized to provide longevity credits towards the rate of vacation hours' accrual for a newly appointed Executive Management (EM) employee. The longevity credit can only be used for the purpose of rate of vacation accrual. D. Paid or unpaid Administrative Leave Policy. The City Manager is authorized to grant, at his or her discretion, a paid or unpaid leave of absence for Executive Management (EM) employees. Section 6. Retirement Plan Contributions. A. The terms of the existing contract between the City and California Public Employees' Retirement System (CaIPERS) governing the City retirement benefits of Executive Management (EM) employees covered by this Resolution are incorporated by reference herein. The City will make contributions to CaIPERS in accordance with its contract with CaIPERS for employees covered by said contract as amended. B. The California Public Employees' Pension Reform Act (PEPRA) went into effect on January 1, 2013. Based on consideration of various eligibility factors, PEPRA defines each employee as either a "classic" or "new" member of CaIPERS. C. 2.7% at 55 Service Retirement Benefit for Classic Miscellaneous Members. The City agrees to provide Executive Management (EM) employees covered by this Resolution, and who are defined as Classic Miscellaneous Members under the California Public Employees' Pension Reform Act (PEPRA) of 2013 (AB340), with the 2.7% at 55 Service Retirement benefit. D. Payment of 2.7% at 55 Service Retirement Benefit. Classic Miscellaneous Executive Management (EM) employees covered by this Resolution will contribute eight percent (8%) of CaIPERS reportable compensation toward the employer cost of the 2.7% at 55 enhanced retirement formula. This payment will be implemented as cost- y - v� sharing pursuant to Government Code Section 20516(f). 1. Pre -Taxable Benefit. To the extent permitted by Ca1PERS and Internal Revenue Service regulations, this eight percent (8%) employee contribution will be implemented through payroll deductions on a pre-tax basis. E. 2.0% at 62 Service Retirement Benefit for New Miscellaneous Members. The City agrees to provide Executive Management (EM) employees covered by this Resolution who were appointed to their classification on or after January 1, 2013, and who are defined as new members under the California Public Employees' Pension Reform Act (PEPRA) of 2013 (AB340), with the 2.0% at 62 Service Retirement benefit. F. Payment of 2.0% at 62 Service Retirement Benefit. Executive Management (EM) employees defined in 6.E. (above) will contribute at least 50% of normal cost of the 2.0% at 62 retirement benefit. 1. Pre -Taxable Benefit. To the extent permitted by Ca1PERS and Internal Revenue Service regulations, the City will make the above employee deductions pre-tax contributions. G. 3% at 50 Service Retirement Benefit for Classic Safety Members. The City agrees to provide Executive Management (EM) employees covered by this Resolution, and who are defined as Classic Safety Members under the California Public Employees' Pension Reform Act (PEPRA) of 2013 (AB340), with the 3% at 50 Service Retirement benefit. H. Payment of 3.0% at 50 Service Retirement Benefit. Classic Safety Executive Management (EM) employees defined in 6.G. (above) will contribute nine percent (9%) of Ca1PERS reportable compensation toward the employer cost of the 3.0% at 50 enhanced retirement formula. This payment will be implemented as cost -sharing pursuant to Government Code Section 20516(f). 1. Pre -Taxable Benefit. To the extent permitted by Ca1PERS and Internal Revenue Service regulations, this nine percent (9%) employee contribution will be implemented through payroll deduction on a pre-tax basis. I. 2.7% (c) 57 Retirement Benefit for New Safety Members. The City agrees to provide Executive Management (EM) employees covered by this Resolution who were appointed to their classification on or after January 1, 2013, and who are defined as new members under the California Public Employees' Pension Reform Act (PEPRA) of 2013 (AB340), with the 2.7% @ 57 Service Retirement benefit. J. Payment of 2.7% at 57 Service Retirement Benefit. Executive Management (EM) employees defined in 6.1. (above) will contribute at least 50% of normal cost of the 2.7% at 57 retirement benefit. 1. Pre -Taxable Benefit. To the extent permitted by Ca1PERS and Internal Revenue Service regulations, the City will make the above employee deductions pre-tax contributions. 55B-13 K. Final Compensation for Pension Calculation. Final compensation for Classic Safety and Classic Miscellaneous Members will be based on the highest annual average compensation earnable during the 12 consecutive months immediately preceding the effective date of his or her retirement, or some other 12 consecutive month period designated by the member. Final compensation for Safety and Miscellaneous Members who are defined as New Members under PEPRA will be based on the highest annual average compensation earnable during the 36 consecutive months immediately preceding the effective date of his or her retirement, or some other 36 consecutive month period designated by the member. L. Deferred Retirement for Classic Safety and Classic Miscellaneous Members as defined in Section D and H (above). The City will continue to make payments to CalPERS on behalf of each eligible affected employee in an amount necessary to pay one hundred percent (100%) of each employee's member contribution and report it to CalPERS as special compensation [Government Code §20636(C)(4)]. This contribution is known as Employer Paid Member Contribution (EPMC), which is equal to eight percent (8%) of reportable compensation for Classic Miscellaneous Members and nine percent (9%) for Classic Safety Members. Such payments will be credited to the individual employee's CalPERS account. Such payments are not an increase in base salary and no salary rate range applicable to any of the employees covered by this Resolution will be changed or deemed to have been changed by reason thereof. As a result, the City will not treat these payments as ordinary income and thus will not withhold federal or state income tax from said payments. The City previously received a ruling from the Internal Revenue Service confirming that such payments are deferred compensation and not ordinary income. In the event that the City receives a new ruling from the Internal Revenue Service that such payments are ordinary income of the employees instead of deferred compensation, the City's obligation to make such payments will discontinue and in place thereof the reportable compensation of each Classic Miscellaneous Member eligible for the 2.7% at 55 Benefits Formula will be increased by eight percent (8%) and each Classic Safety Member eligible for the 3% at 50 Benefits Formula will be increased by nine percent (9%). For the purpose of reporting an employee's compensation to CalPERS, the City will include these payments as if they were a part of the employee's reportable compensation. Section 7. Tuition Reimbursement. Executive Management (EM) employees are eligible to participate in the Training and Education Assistance Program provided for all regular, full-time employees of the City. Reimbursement will be based on the cost of tuition, required enrollment/registration fees, miscellaneous fees (health, parking, student union fees, etc.) and all required texts, eBooks and related material for each 55B-14 course. Maximum tuition reimbursement will be paid in the highest amount as available to other represented employees. Section 8. Retirement Health Savings (RHS) Plan. A. Employees participate in the "Vantage Care" Retirement Health Savings Plan (RHS), which designated ICMA-RC as the administrator of the plan. The City shall make contributions into the individual accounts of Executive Management (EM) employees as provided to the highest represented non -sworn employees' unit. 1. Executive Management (EM) employees will contribute one and one - quarter percent (1.25%) of base pay into his/her individual RHS account each pay period. 2. Executive Management (EM) employees shall have the option to amend the current Executive Management plan design by mutual agreement of the majority within in the City's agreement with ICMA-RC. Section 9. Auto Allowance. With the exception of the Police Chief who receives a City vehicle, the City will contribute five hundred dollars ($500) per month to each Executive Management (EM) employee to offset reasonable and necessary expenses for the operation, maintenance and insuring of an automobile. In lieu of receiving five hundred dollars ($500) per month, the employee may request and be provided with an optional vehicle. Section 10. Deferred Compensation. The City has established and maintains a deferred compensation plan pursuant to the provisions of Section 457(b) of the Internal Revenue Code. Executive Management (EM) employees covered under this resolution, at his or her sole discretion, may defer to have deposited into the City's 457(b) plan a portion of his or her compensation up to the maximum amount permitted by law. As permissible by law if the City is desirous of establishing a 401(a) deferred compensation plan at a future date, Executive Management (EM) employees covered under this resolution, at his or her sole discretion, may elect to participate into said 401(a) plan upon its establishment, and defer a portion of his or her compensation up to the maximum amount permitted by law. All contributions into the 457(b) and 401(a) plan are voluntary employee contributions and will meet the requirements of the Internal Revenue Code. Section 11. Executive Management (EM) Compensation Determination and Performance -Based Evaluation System. The provisions of the unrepresented Executive Management (EM) compensation determination and performance -based evaluation system are as follows: 55B-15 A. Specific Compensation Determination. 1. The City Manager is hereby given the authority to set the individual compensation, to make adjustments thereto and to make appointments at any salary within the established rate range for all executive positions for which the City Manager is the appointing authority. 2. The City Manager may establish performance criteria and appraisal guidelines to be utilized in determining individual compensation for Executive Management (EM) employees. 3. After the salary of an employee has been first established and fixed under this plan, salary advancement through the salary range will be at the discretion of the City Manager. B. Performance -Based Evaluation Purpose. The basic purpose of the performance - based evaluation system is to help attract, retain and motivate highly competent Executive Managers and to provide them with a strong incentive to excel. 1. Evaluation System Components. The evaluation system will be comprised of the following components: 2. Objectives. The system will include a list of outcome -based, measurable objectives to be achieved which have been mutually agreed upon between the City Manager or authorized appointing authority and each individual EM employee. 3. Managerial Behaviors. In addition to his or her performance in achieving agreed upon objectives, each Executive Manager will also be evaluated for his or her managerial behavior performance, including such behavior as communication (oral or written), analysis and problem solving, decision -making and judgment, planning and organization, management control, leadership, interpersonal relations, time - management, technical knowledge, handling of stress, etc. C. Performance Evaluation Guidelines. 1. The City Manager will evaluate the performance of each of his or her Executive Management (EM) employees to determine their individual eligibility for a performance increase and how much, if any, increase will be given, but such increase cannot exceed the salary range maximum assigned. Such performance evaluation will be for a determined period preceding the date of the performance evaluation. 2. Performance Ratings. Each Executive Manager's performance in relation to his or her agreed upon objectives and managerial behaviors will be evaluated for an identified period according to the following performance rating scale: 55B-16 Point Rating Performance Levels 3 Significantly Exceeds Expectations: Consistently exceeds all objectives requirements and expectations by a wide margin. 2 Exceeds Expectations: Consistently meets all objectives and requirements and exceeds several. Meets Expectations: Meets objectives and requirements. 3. Performance -Based Incentive Pay Bonus. At the discretion of the City Manager, each Executive Management (EM) employee who has achieved and maintained the maximum salary of their classification salary range for one (1) full year, may be eligible to receive a lump sum performance -based incentive pay bonus for extremely meritorious performance outside their regular job responsibilities. The calculation of the incentive pay bonus will be based on a percentage of current annual rate of base salary for the identified period in which the compensation was earned, in accordance with the following: a. For overall performance rated as "Extremely Meritorious Performance," an incentive pay bonus up to, but not to exceed seven and one-half percent (7.5%) in toto. D. Application of Guidelines. 1. The incentive pay bonus granted under this plan is not an increase in base salary and no salary range applicable to any Executive Management employee covered by this Resolution will be changed or deemed to have been changed by reason of such incentive pay. 2. The lump sum incentive pay bonus defined for overall Extremely Meritorious Performance listed above in Section C.3. (a) is not intended to meet the definition of Special Compensation under Government Code Section 20636 (c) (1-7). 3. The City Manager will be responsible for the development and administration of detailed administrative procedures and guidelines for the consistent and effective application of the Unrepresented Executive Management (EM) performance -based evaluation system. Such procedures and guidelines will define how performance objectives, measures and standards are developed; when and how performance reviews are to be carried out; how performance component ratings and composite ratings will be scored; and how performance incentive pay bonuses are to be exercised. 55B-17 Section 12. Miscellaneous Provisions A. Catastrophic Leave Donation. Executive Management (EM) employees will be eligible to donate and receive catastrophic leave donations as provided to all other represented employees. B. Technology Device Stipend. Executive Management (EM) employees who use their own personal electronic devices for City business in lieu of receiving a City owned device will be eligible to receive a stipend at a level matching that provided to all other represented employees. D. At -Will Employment Relationship. With the exception of the Police Chief, classifications listed in Section 1. A. are defined as not excepted by the Civil Service System as defined in Section 1002 of the City of Santa Ana Code of Ordinance, Charter Article X — Civil Service and are considered to be employed "at -will' as defined by the California Labor Code section 2922. Employees appointed by, and serves the pleasure of, the City Manager. Nothing in this Resolution Exhibit shall prevent, limit, or otherwise interfere with the right of the City Manager to terminate employment of an employee at any time, with or without cause. 55B-18 r_I ar_TyaLTAI:101M Schedule of Salary Ranges for The Basic Classification and Compensation Plan for Classifications of Employment Designated as Unrepresented Executive -Management (EM) Effective November 17, 2020 Monthly Salary Range Range No. Minimum - Maximum EM-10 $12,444 - $14,311 EM-20 $14,075 - $18,315 EM-30 $15,537 - $20,218 EM-40 $17,581 - $23,245 55B-19 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 17, 2020 TITLE: ADOPT A RESOLUTION APPROVING THE COST RECOVERY POLICY FOR THE PARKS, RECREATION AND COMMUNITY SERVICES AGENCY CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1 sl Reading ❑ Ordinance on 2od Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO /s/ Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION Adopt a resolution approving the cost recovery policy for the Parks, Recreation and Community Services Agency. DISCUSSION On September 15, 2020, the City Council received and approved the Parks, Recreation and Community Services Agency (PRCSA) Service and Financial Sustainability Study. Through the action of receiving and approving the study, and a strategy for implementation of recommendations, the City Council accepted the use of the tools, methods, and strategies the Parks, Recreation and Community Services Agency (PRCSA) requires to sustain itself for the long- term. The PRCSA does not have a current cost recovery policy. Until now, there has not been a full understanding of cost recovery concepts, and there is inconsistent application of program and service costs. There is lack of adequate philosophy based on the mission of the PRCSA to establish adequate and non -conflicting cost recovery targets. The proposed policy (Exhibit 1) sets forth the underlying principles of the Cost Recovery Philosophy and service pricing approach. Key elements include the following: 1. Basic level of service is "free" (supported by tax revenues) 2. Fees are a responsible and necessary supplement 3. Community benefit — Use of tax dollars 4. Individual benefit — Use of fees S. Greater individual benefit — lower rate of tax subsidy 6. The policy considers economic climate, alternative providers, and market rate 7. Fee reductions available for economic need 55C-1 Parks, Recreation, and Community Services Agency Cost Recovery Policy November 17, 2020 Page 2 A Service and Financial Sustainability Study Implementation Plan (Exhibit 2) outlines 43 goals and objectives that will be implemented over the next several years, setting a direction for the PRCSA based on the principles and best practice business tools contained within the report. PRCSA sorted all of the recommended goals and objectives into two categories. Category 1 consists of strategies and recommendations that can be implemented within the purview of the City Manager's delegated authority. Category 2 includes strategy recommendations that require City Council policy changes and/or other approval prior to implementation. FISCAL IMPACT There is no direct fiscal impact associated with this action. Submitted By: Lisa Rudloff, Executive Director — Parks, Recreation, and Community Services Agency Exhibits: 1. Cost Recovery Policy for Park, Recreation and Community Services Agency 2. Parks, Recreation and Community Services Agency Service and Financial Sustainability Study Implementation Plan 3. Resolution approving a cost recovery policy for the Parks, Recreation and Community Services Agency 55C-2 Exhibit t City of Santa Ana ]V� Policies and Procedures PARKS, RECREATION AND COMMUNITY SERVICES AGENCY COST RECOVERY POLICY City Council Approval Section: Date Approved: Number: The Parks, Recreation and Community Services Agency ("PRCSA") has the following cost recovery policy: 1. As a publicly financed park system, PRCSA provides a basic level of service free to the public in exchange for tax dollars; and 2. Fees and charges and other methods to recover costs are considered a responsible and necessary means to supplement tax revenue and regulate park use where appropriate; and 3. When establishing fees and charges, the PRCSA will determine the direct costs of providing services and establish goals to recover those costs; and 4. The appropriate level of cost recovery will be based on an assessment of who is benefiting from the service provided. If the benefit is to the community as a whole, it is appropriate to use taxpayer dollars to completely, or primarily, fund the service; and 5. As the benefit is to an individual or select group of individuals, it is appropriate to charge fees for the service at an increasing rate of cost recovery. Supervised or instructed programs, facilities, equipment exclusively used by visitors, and products and services that may be purchased, provide examples where user fees are appropriate; and 6. PRCSA shall also consider available resources, public need, public acceptance, and the economic climate of the community when establishing fees and charges; and 7. In cases where certain programs and facilities are highly specialized by activity and design, and appeal to a select user group, the PRCSA shall additionally consider reasonable fees charged by alternative service providers or market rates; and 556-3 Exhibit t 8. Fees and charges for use of property can beset to recover costs in excess of direct and indirect costs, where appropriate (such as market rate for rental of certain City facilities) and consistent with applicable law; and 9. The PRCSA may subsidize the cost recovery objective of services for persons with economic need or other targeted populations, as determined by policy of the City Council, through tax -supported fee reductions, scholarships, grants, or other methods; and 10.The City Council may also approve exceptional fees or fee waivers upon determination that the fee arrangements will benefit the public interest. 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Q Q O O 4 u s= a� L a� � O > ° n pu > p N `n 4M 4J O Q +J +J N Ln N O ._ E a, m i E o a, t �, u o E E +, 0 °' � p u o ° E U ;� E a� � Q = N N N >� — co CL N N U f6 L E N L � 0 55C-17 Exhibit 3 RESOLUTION 2020-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING A COST RECOVERY POLICY FOR THE PARKS, RECREATION AND COMMUNITY SERVICES AGENCY WHEREAS, in March 2019, the City's Parks, Recreation and Community Services Agency ("PRCSA") retained a consultant Greenplay, LLC ("Consultant") to assess all PRCSA programs and deliver a service and financial sustainability study to the City. WHEREAS, on September 15, 2020, the City Council was presented the final Service and Sustainability Report ("the report") prepared by the Consultant. WHEREAS, one of the recommendations contained in the report was for the City to adopt a formal policy regarding pricing and cost recovery for PRCSA programs. WHEREAS, the Consultant recommends a cost recover policy as a strong foundation for sustainable financial management strategies. According to the City's Consultant, the policy will allow staff to (1) recognize where a subsidy is being applied, and determine whether it is at an appropriate level; (2) justify a pricing schedule, including fees for existing and new services; and (3) evaluate service delivery mechanisms, all to maximize services to the public while assuring equity in service delivery; and WHEREAS, the PRCSA in consultation with the City's Consultant has created a cost recovery policy. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Santa Ana, that: Section 1. The City Council for the City of Santa Ana hereby finds, declares, and determines as follows that the City Council approves the Parks, Recreation & Community Services Agency Cost Recovery Policy attached hereto as Exhibit A. Section 2. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this_ day of November, 2020. Miguel A. Pulido Mayor Resolution No. 2020-XXX Page 1 of 2 55C-18 Exhibit 3 IG1»:160ADLF-2CHIle] V diI Sonia R. Carvalho, City Attorney By: (IQurl9- A . k Laura A. Rossini Acting Chief Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers IN4:illy[yelImte]yeli9*1IfillVQ01wil01IV] : mILIvilIN wo I, DAISY GOMEZ, Clerk of the Council, do hereby certify the attached Resolution No. 2020 -XXX to be the original resolution adopted by the City Council of the City of Santa Ana on .2020. Date: Clerk of the Council City of Santa Ana Resolution No. 2020-XXX Page 2 of 2 55C-19 Exhibit A Exhibit 3 City of Santa Ana I'Vupldl Policies and Procedures PARKS, RECREATION AND COMMUNITY SERVICES AGENCY COST RECOVERY POLICY City Council Approval Section: Date Approved: Number: The Parks, Recreation and Community Services Agency ("PRCSA") has the following cost recovery policy: 1. As a publicly financed park system, PRCSA provides a basic level of service free to the public in exchange for tax dollars; and 2. Fees and charges and other methods to recover costs are considered a responsible and necessary means to supplement tax revenue and regulate park use where appropriate; and 3. When establishing fees and charges, the PRCSA will determine the direct costs of providing services and establish goals to recover those costs; and 4. The appropriate level of cost recovery will be based on an assessment of who is benefiting from the service provided. If the benefit is to the community as a whole, it is appropriate to use taxpayer dollars to completely, or primarily, fund the service; and 5. As the benefit is to an individual or select group of individuals, it is appropriate to charge fees for the service at an increasing rate of cost recovery. Supervised or instructed programs, facilities, equipment exclusively used by visitors, and products and services that may be purchased, provide examples where user fees are appropriate; and 6. PRCSA shall also consider available resources, public need, public acceptance, and the economic climate of the community when establishing fees and charges; and 7. In cases where certain programs and facilities are highly specialized by activity and design, and appeal to a select user group, the PRCSA shall additionally consider reasonable fees charged by alternative service providers or market rates; and 55d-20 Exhibit 3 8. Fees and charges for use of property can beset to recover costs in excess of direct and indirect costs, where appropriate (such as market rate for rental of certain City facilities) and consistent with applicable law; and 9. The PRCSA may subsidize the cost recovery objective of services for persons with economic need or other targeted populations, as determined by policy of the City Council, through tax -supported fee reductions, scholarships, grants, or other methods; and 10.The City Council may also approve exceptional fees or fee waivers upon determination that the fee arrangements will benefit the public interest. PRCSA Cost Recover Policy Statement Adopted November 17, 2020 by Resolution No. 2020-OXX 55d-21 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 17, 2020 TITLE: ADOPT RESOLUTIONS AUTHORIZING GRANT FUNDING REQUESTS UNDER THE FISCAL YEAR 2021-2022 MEASURE M2 COMPREHENSIVE TRANSPORTATION FUNDING PROGRAM IN THE AMOUNT OF $18,691,700 /s/ Kristine Ridge CITY MANAGER CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1" Reading ❑ Ordinance on 2"' Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER RECOMMENDED ACTION 1. Adopt resolutions authorizing the City of Santa Ana to submit applications for funding consideration under the Measure M2 Comprehensive Transportation Funding Program 2021 Call for Projects. 2. Direct staff to incorporate the new Comprehensive Transportation Funding Program projects into the Seven -Year Capital Improvement Program for Fiscal Year 2021-22. DISCUSSION The Orange County Transportation Authority (OCTA) issued a call for projects under the Measure M2 Comprehensive Transportation Funding Program's (CTFP) Regional Capacity Program (RCP) (Project O) and Regional Traffic Signal Synch rosn ization Program (RTSSP) (Project P) for Fiscal Year (FY) 2021-22. The CTFP is the mechanism by which OCTA administers competitive funding for streets and roads projects. Approximately $22 million in M2 funds will be awarded on a countywide competitive basis through Project O for the Arterial Capacity Enhancements (ACE), Intersection Capacity Enhancements (ICE), and Freeway Arterial/Street Transitions (FAST) categories, along with $8 Million for Project P Regional Traffic Signal Synchronization Programs (RTSSP). Adoption of the recommended Resolutions (Exhibits 1, 2 and 3) and incorporation of the projects into the Seven -Year Capital Improvement Program (CIP) is a qualifying requirement for grant eligibility. The City will be submitting four applications totaling $18,691,700 in grant funding requests associated with the 2021 Project O and Project P calls for Measure M2 programming. If awarded, existing and future local funding sources, including but not limited to Transportation System Improvement Area funds (TSIA), Gas Tax funds, and Measure M2 Fair Share funds shall be used to provide the required matching funds for the recommended projects to be budgeted in FY 2021- 22 CIP. 55D-1 Resolution — FY 2021-22 Measure M2 CTFP Grant Applications November 17, 2020 Page 2 Staff is requesting authorization to apply for the following projects: Recommended Projects Phase Grant FY Type Re Warner Ave. Improvements from ACE Construction $10,501,500 21-22 Oak St. to Grand Ave. Fairview Ave. Improvements from ACE Right -of -Way/ $5,609,250 21-22 9th St. to 16th St. Construction Bristol St./Memory Ln. Intersection ICE Construction $1,052,950 21-22 Improvements First St./ Bolsa Ave. Traffic Signal RTSSP Design/ $1,528,000 21-22 Synchronization Construction Staff carefully considered the grant funding criteria and strategically selected projects that will score well region -wide. Given the need for these street improvements and the project eligibility requirements defined by OCTA, staff recommends that the City Council adopt all resolutions authorizing submittal of these project applications for funding consideration, as well as direct staff to incorporate the projects into the FY 2021-22 Seven -Year CIP. FISCAL IMPACT There is no fiscal impact associated with this action at this time. The City will recognize grant award revenue, inclusive of required City local match, through future Council action during the FY 2021- 22 CIP budget programing cycle. However, in the event all of the recommended projects are awarded in the 2021 CTFP Call for Projects, the table below provides a breakdown of the total potential funding for the identified projects: CTFP Grant City Match Non -City Recommended Projects Phase Funds Funds Match FY Funds Warner Ave. Improvements from Oak Construction $10,501,500 $3,500,500 $0 21-22 St. to Grand Ave. Fairview Ave. Right -of -Way/ Improvements from 9th St. Construction $5,609,250 $645,750 $20,808,000 21-22 to 16th St. Bristol St./Memory Ln. Intersection Construction $1,052,950 $351,050 $0 21-22 Improvements First St./ Bolsa Ave. Design/ Traffic Signal Construction $1,528,000 $382,000 $0 21-22 Synchronization 55D-2 Resolution — FY 2021-22 Measure M2 CTFP Grant Applications November 17, 2020 Page 3 Submitted By: Nabil Saba, P.E., Executive Director— Public Works Agency Exhibit: 1. FY 21-22 CTFP Call for Projects — ACE Resolution 2. FY 21-22 CTFP Call for Projects — ICE Resolution 3. FY 21-22 CTFP Call for Projects — RTSSP Resolution 55D-3 *A:I1411ffi RESOLUTION NO. 2020-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING THE SUBMITTAL OF IMPROVEMENT PROJECTS TO THE ORANGE COUNTY TRANSPORTATION AUTHORITY FOR FUNDING UNDER THE COMPREHENSIVE TRANSPORTATION PROGRAM BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. The City of Santa Ana desires to implement the transportation improvements listed below. B. The City of Santa Ana has been declared by the Orange County Transportation Authority to meet the eligibility requirements to receive Measure M2 "Fair Share" funds. C. The City's Circulation Element is consistent with the County of Orange Master Plan of Arterial Highways. D. The City of Santa Ana will not use Measure M2 funds to supplant Developer Fees or other commitments. E. The City of Santa Ana/Orange County will include all projects funded by M2 Net Revenues in its seven-year Capital Improvement Program, as part of the Measure M2 Ordinance eligibility requirements. F. The City of Santa Ana will provide matching funds for each project as required by the Orange County Comprehensive Transportation Funding Programs Guidelines. G. The Orange County Transportation Authority intends to allocate funds for transportation improvement projects, if approved within the incorporated cities and the County. H. The City of Santa Ana/Orange County authorizes a formal amendment to the seven-year Capital Improvement Program to add projects approved for funding upon approval from Orange County Transportation Authority Board of Directors if necessary. Resolution No. 2020->= 55 D-4 Page 1 of 3 Section 2. The City Council of the City of Santa Ana hereby approves the formal submissions of the projects described below to the Orange County Transportation Authority for funding under the OCTA's Comprehensive Transportation Funding Program and requests that the OCTA allocate funds in the amounts specified in the City's submissions. Said funds shall be matched by funds from Santa Ana as required and shall be used as supplemental funding to aid the City in the improvement of the following street(s). "ACE" shall mean Arterial Capacity Enhancement. PROJECT PROGRAM FY Warner Ave. Improvements from Standard Ave. to Grand Ave. ACE 21/22 Fairview St. Improvements from gth St. to 16th St. ACE 21/22 Section 3. The City Council appoints the City Manager, or his or her designee, as agent for the City of Santa Ana to conduct all negotiations, and execute and submit all documents, including but not limited to applications, agreements, amendments, payment requests and so on, which may be necessary for allocation of the requested funds to Santa Ana. Section 4. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this day of 12020. APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: !ry. -f.L Jo n M. Funk Assistant City Attorney Miguel A. Pulido Mayor Resolution No. 2020->= 55 D-5 Page 2 of 3 AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Daisy Gomez, Clerk of the Council, do hereby certify the attached Resolution No. 2020- to be the original resolution adopted by the City Council of the City of Santa Ana on .2020. Date: Clerk of the Council City of Santa Ana Resolution No. 2020->= 55 D-6 Page 3 of 3 RESOLUTION NO. 2020-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING THE SUBMITTAL OF IMPROVEMENT PROJECTS TO THE ORANGE COUNTY TRANSPORTATION AUTHORITY FOR FUNDING UNDER THE COMPREHENSIVE TRANSPORTATION PROGRAM BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. The City of Santa Ana desires to implement the transportation improvements listed below. B. The City of Santa Ana has been declared by the Orange County Transportation Authority to meet the eligibility requirements to receive Measure M2 "Fair Share" funds. C. The City's Circulation Element is consistent with the County of Orange Master Plan of Arterial Highways. D. The City of Santa Ana will not use Measure M2 funds to supplant Developer Fees or other commitments. E. The City of Santa Ana/Orange County will include all projects funded by M2 Net Revenues in its seven-year Capital Improvement Program, as part of the Measure M2 Ordinance eligibility requirements. F. The City of Santa Ana will provide matching funds for each project as required by the Orange County Comprehensive Transportation Funding Programs Guidelines. G. The Orange County Transportation Authority intends to allocate funds for transportation improvement projects, if approved within the incorporated cities and the County. H. The City of Santa Ana/Orange County authorizes a formal amendment to the seven-year Capital Improvement Program to add projects approved for funding upon approval from Orange County Transportation Authority Board of Directors if necessary. Resolution No. 2020-XXX 55 D — /J Page 1 of 3 Section 2. The City Council of the City of Santa Ana hereby approves the formal submissions of the projects described below to the Orange County Transportation Authority for funding under the OCTA's Comprehensive Transportation Funding Program and requests that the OCTA allocate funds in the amounts specified in the City's submissions. Said funds shall be matched by funds from Santa Ana as required and shall be used as supplemental funding to aid the City in the improvement of the following street(s). "ICE" shall mean Intersection Capacity Enhancement. I:J:till]MESA I PROGRAM FY Bristol St./Memory Ln. Intersection Improvements ICE 21/22 Section 3. The City Council appoints the City Manager, or his or her designee, as agent for the City of Santa Ana to conduct all negotiations, and execute and submit all documents, including but not limited to applications, agreements, amendments, payment requests and so on, which may be necessary for allocation of the requested funds to Santa Ana. Section 4. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this day of 12020. /_199:ti]�/��7_F�CH7i7:7�1� Sonia R. Carvalho, City Attorney By. ohn M. Funk Assistant City Attorney Miguel A. Pulido Mayor Resolution No. 2020->= 55 D —Q Page 2 of 3 AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Daisy Gomez, Clerk of the Council, do hereby certify the attached Resolution No. 2020- to be the original resolution adopted by the City Council of the City of Santa Ana on .2020. Date: Clerk of the Council City of Santa Ana Resolution No. 2020-XXX 55 D -9 Page 3 of 3 jmf 10-8-20 0ONOMI1:11991 RESOLUTION NO. 2020-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING THE SUBMITTAL OF IMPROVEMENT PROJECTS TO THE ORANGE COUNTY TRANSPORTATION AUTHORITY FOR FUNDING UNDER THE REGIONAL TRAFFIC SIGNAL SYNCHRONIZATION PROGRAM BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. The Measure M2 Regional Traffic Signal Synchronization Program targets over 2000 signalized intersections across Orange County to maintain traffic signal synchronization, improve traffic flow, and reduce congestion across jurisdictions. B. The City of Santa Ana has been declared by the Orange County Transportation Authority to meet the eligibility requirements to receive revenues as part of Measure M2. C. The City of Santa Ana must include all projects funded by Net Revenues in the seven-year Capital Improvement Program as part of the Renewed Measure M Ordinance eligibility requirement. D. The City of Santa Ana has currently adopted a Local Signal Synchronization Plan consistent with the Regional Traffic Signal Synchronization Master Plan as a key component of local agencies' efforts to synchronizing traffic signals across local agencies' boundaries. E. The City of Santa Ana will provide matching funds for each project as required by the Comprehensive Transportation Funding Programs Procedures Manual. F. The City of Santa Ana will not use Renewed Measure M funds to supplant Developer Fees or other commitments. G. The City of Santa Ana desires to implement multi -jurisdictional signal synchronization listed below. Resolution No. 2020-XXX Page 1 of 3 55D-10 jmf 10-8-20 Section 2. The City Council of the City of Santa Ana hereby approves the formal submissions of the projects described below to the Orange County Transportation Authority for funding under the OCTA's Regional Traffic Signal Synchronization Program and requests that the OCTA allocate funds in the amounts specified in the City's submissions. Said funds shall be matched by funds from Santa Ana as required and shall be used as supplemental funding to aid the City in signal synchronization along the following street(s): PROJECT PROGRAM FY First Street/Bolsa Avenue Traffic Signal Synchronization RTSSP 21/22 Section 3. The City of Santa Ana authorizes a formal amendment to the seven- year Capital Improvement Program to add projects approved for Measure M2 funding upon approval from the Orange County Transportation Authority Board of Directors. Section 4. The City Council appoints the City Manager, or his or her designee, as agent for the City of Santa Ana to conduct all negotiations, and execute and submit all documents, including but not limited to applications, agreements, amendments, payment requests and so on, which may be necessary for allocation of the requested funds to Santa Ana. Section 5. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this day of 12020. /_19U:ti]�/�H_F�CH7i7:7�i1� Sonia R. Carvalho, City Attorney John M. Funk Assistant City Attorney Miguel A. Pulido Mayor Resolution No. 2020-XXX Page 2 of 3 55D-11 jmf10-8-20 AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Daisy Gomez, Clerk of the Council, do hereby certify the attached Resolution No. 2020- to be the original resolution adopted by the City Council of the City of Santa Ana on .2020. Date: Clerk of the Council City of Santa Ana Resolution No. 2020-XXX Page 3 of 3 55D-12 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 17, 2020 TITLE: ADOPT RESOLUTION DENOUNCING THE ATTACKS ON ARTSAKH BY AZERBAIJAN, DEMANDING A CESSATION OF ALL AZERI HOSTILE ACTION, AFFIRMING THE RIGHTS OF ALL CITIZENS IN ARTSAKH, SUPPORTING THE RIGHT TO SELF- DETERMINATION AND INDEPENDENCE OF ARTASKH, AND URGING THE PRESIDENT AND CONGRESS TO DO THE SAME CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1 sl Reading ❑ Ordinance on 2od Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO /s/ Kristine Ridge FILE NUMBER CITY MANAGER RECOMMENDED ACTION Adopt a resolution denouncing the attacks on the Republic of Artsakh by Azerbaijan. DISCUSSION At the October 20, 2020 meeting, members of the City Council directed staff to issue a proclamation denouncing the attacks on Artsakh, and to return to the City Council at the November 17, 2020 meeting with a resolution, doing the same, for their consideration. Below is a timeline of recent aggression that has taken place in Artsakh. 1980s and 1990s Both Armenia and Azerbaijan were part of the former Soviet Union, until the Soviet Union 1�TM-Me prmxeff M1110010111111 • Armenia and Azerbaijan border each other, with Armenia on the left and Azerbaijan on the right. • The entire region of Nagorno-Karabakh lies within the jurisdiction of Azerbaijan. • Beginning with the dissolution process, Armenia and Azerbaijan engaged in an armed conflict over the disputed region of Nagorno-Karabakh (also referred to as "Artsakh", the region's historic name), which is inhabited mostly by ethnic Armenians, along with seven surrounding districts, which was inhabited mostly by Azerbaijanis until their expulsion during the Nagorno-Karabakh War (which took place from 1988 to 1994). • In 1988, the Nagorno-Karabakh Armenians demanded that Nagorno-Karabakh be transferred from Soviet Azerbaijan to Soviet Armenia. • In December 1991, ethnic Armenian leaders of Nagorno-Karabakh declared their independence, self -proclaiming their region as the "Republic of Artsakh." The Republic of Artsakh is not an internationally recognized sovereign state. Although it has its own 60A-1 Resolution Denouncing the Attacks on Artsakh by Azerbaijan November 17, 2020 Page 2 government, (a presidential democracy with a unicameral legislature), it relies on the government of Armenia and functions as a part of Armenia. • Azerbaijan rejects Nagorno-Karabakh's independence. • In 1992, the Organization for Security and Cooperation in Europe formed the Minsk Group, with Russia, France and the U.S. in charge of finding a diplomatic solution in Nagorno- Karabakh. Negotiations halted in 2011. 1994-2020 99.7% of Nagorno-Karabakh's current population (total population is approx.. 150,000) are ethnic Armenians, with Armenian as the primary spoken language. The religion in Nagorno- Karabakh is majority -Christian (mostly affiliated with the Armenian Apostolic Church). A ceasefire had been in place in the region since 1994, although armed conflicts involving Armenia and Azerbaijan have taken place in and around Nagorno-Karabakh from time to time (notably, an escalation took place in 2016, where approximately 350 people died). Today: 2020 Nagorno-Karabakh Conflict • According to the Office of the President of the Republic of Artsakh, hostilities commenced when Azerbaijani armed forces launched artillery and aerial strikes against civilian settlements, including the capital, Stepanakert. • Civilian and military casualties have been high, officially in the hundreds and possibly in the low thousands, with casualty claims not having been independently verified. Civilian areas, including major cities, have been hit, including Azerbaijan's second-largest city, Ganja, and the region's capital, Stepanakert, with many buildings and homes destroyed. • Representatives of countries, as well as the United Nations, are calling for a peaceful resolution to the conflict. The attached resolution (Exhibit 1), if approved, would formally express the City Council's sentiment on this matter. Specifically, the resolution would express the following: • That the City Council calls upon President Donald Trump and Secretary of State Mike Pompeo to condemn Azerbaijan unequivocally for its latest violation of the ceasefire and demands an immediate and permanent cessation of all Azeri hostile action. • That the City Council affirms the rights of all citizens in the Republic of Artsakh, supports the right to self-determination and independence of the Artaskh Republic, and respectfully urges the President and Congress of the United States to do the same. FISCAL IMPACT There is no fiscal impact associated with this action. Submitted By: Kristine Ridge, City Manager Exhibit: 1. Resolution 60A-2 RESOLUTION 2020-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA DENOUNCING THE ATTACKS ON ARTSAKH BY AZERBAIJAN WHEREAS, on October 20, 2020, a majority of the Santa Ana City Council asked for the City Manager to prepare both a Proclamation and to bring back to the City Council at the next meeting a Resolution for consideration denouncing the attacks by Azerbaijan and take a stand alongside the Armenian -American Community. WHEREAS, on October 23, 2020, the City Council issued a Proclamation Denouncing the Attacks on Artsakh by Azerbaijan. WHEREAS, Artsakh, also known as Nagorno-Karabakh, is a historically indigenous Armenian land located in the Southern Caucasus. Artsakh is a beacon of ancient Armenian culture dating back to before the common era, and is home to a vibrant Armenian community today; and WHEREAS, on September 26, 2020, Azerbaijan's military forces launched a deadly and unprovoked attack against the Republic of Artsakh, including that country's capital city, Stepanakert, and that attack has already taken innocent civilian lives. This reckless invasion is a direct threat not only to the Armenian population that has lived in Artsakh for millennia, but also to stability in the surrounding region: and WHEREAS, on September 30, 2020, the conflict resulted in the deaths of at least 84 Nagorno-Karabakh service members; and WHEREAS, during a time when the United Nations has called for a ceasefire around the world due to the COVID-19 pandemic, Azerbaijan instead is renewing warfare, violating its ceasefire agreement with Armenia, and causing death and destruction; and WHEREAS, Southern California is home to nearly 500,000 individuals of Armenian descent —the largest population of Armenians in the world outside of Armenia. As such, the attacks on Artsakh are of local importance; and WHEREAS, because our country is based on and committed to the values of democracy, liberty and the right of self-determination, the United States has a moral obligation to stand up and speak out on behalf of the people of Artsakh, who have flourished as a free, democratic and sovereign nation for almost 30 years. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Santa Ana, that: Section 1. The City Council for the City of Santa Ana hereby finds, declares and determines as follows that the City Council calls upon President Donald Trump and Secretary of State Mike Pompeo to condemn Azerbaijan unequivocally for its latest violation of the ceasefire, and to demand an immediate and permanent cessation of all Azeri hostile action; and Resolution No. 2020-XXX Page 1 of 2 60A-3 Section 2. The City Council for the City of Santa Ana affirms the rights of all citizens in the Republic of Artsakh, and supports the right to self-determination and independence of the Artaskh Republic, and respectfully urges the President and Congress of the United States to do the same. Section 3. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of Council shall attest to and certify the vote adopting this Resolution. ADOPTED this day of November, 2020. Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: cl cram A . Rg Laura A. Rossini Acting Chief Assistant City Attorney /G\'/X.�olo7R.71I'Ta'ii1T NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, DAISY GOMEZ, Clerk of the Council, do hereby certify the attached Resolution No. 2020 -XXX to be the original resolution adopted by the City Council of the City of Santa Ana on 12020. Date: Clerk of the Council City of Santa Ana Resolution No. 2020-XXX Page 2 of 2 60A-4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 17, 2020 CLERK OF COUNCIL USE ONLY: TITLE: APPROVED ❑ As Recommended ORDINANCE FIRST READING: ADOPT El Amended ORDINANCE RELATING TO THE ❑ Ordinance on Reading ❑ 2n Ordinance on d Reading PROHIBITION ON REPAIRS AND SALES OF ❑ Implementing Resolution BICYCLES AND BICYCLE PARTS ON ❑ Set Public Hearing For_ PUBLIC PROPERTY /s/ Kristine CITY MANAGER CONTINUED TO 1�1��►U1�1:1q:7 RECOMMENDED ACTION Adopt an ordinance adding Article XIIIto Chapter 10 of the Santa Ana Municipal Code (Crimes and Miscellaneous Law Enforcement Provisions) prohibiting repairs and sales of bicycles and bicycle parts on public property. DISCUSSION The City of Santa Ana is a leader in Orange County in providing bicycle infrastructure, with miles of bicycle trails and pathways throughout the City. To add to this existing infrastructure, the City's Capital Improvement Program includes 11 bike -related projects in progress or planned. While the City continues to enhance its bikeability, there exists an issue of bicycle thefts. Specifically, reported bicycle thefts in Santa Ana averaged 261 per year between 2015 and 2020, for a total of 1,566 stolen bicycles during that time frame, with the actual number of thefts believed to be much higher. Many of these bicycles are also dismantled in public areas and sold within days of being stolen, and, thus there is a narrow window for bicycles to be recovered. At the October 20, 2020 meeting, members of the City Council discussed a City Council agenda item requested by Councilmember Phil Bacerra relating to a prohibition of the repair and sale of bicycles and bicycle parts on public property in Santa Ana. The item was introduced based on an increase of reported bicycle thefts in Santa Ana, with many of these bicycles then being dismantled and sold on public property. In order to address the illegal activity, staff recommends that the City Council consider an ordinance (Exhibit 1) adding Article XIII to Chapter 10 of the Santa Ana Municipal Code (Crimes and Miscellaneous Law Enforcement Provisions) prohibiting the repair and sale of bicycles and bicycle parts on public property. Specifically, the proposed ordinance would prohibit the assembly, disassembly, sale, offer of sale, distribution, offer of distribution, or storage of the following items on any street, sidewalk, alley, public passageway, public right-of-way, public park, or other public property within the City: 1. Three (3) or more bicycles; 2. A bicycle frame with the gear cables or brake cables that are inoperable, cut, or L. 1 Ordinance Prohibiting the Repair and Sale of Bicycles and Bicycle Parts on Public Property November 17, 2020 Page 2 missing; 3. Two (2) or more bicycles with missing parts; 4. Five (5) or more bicycle parts. These prohibitions would not apply when an individual is operating under a valid City of Santa Ana license or permit authorizing such activities, or when the owner of a bicycle or bicycle part is present during the repair of the owner's single bicycle or bicycle part. Violations of the proposed ordinance would be deemed to be a misdemeanor and would be punishable as provided for in the Santa Ana Municipal Code, such as by administrative citation. Prohibiting such activity and allowing removal of bicycles and/or bicycle parts from the public right- of-way and public property will help clear the public right-of-way and public property, prevent unauthorized commercial activity in these areas, and, if any items are lost or stolen, restore those items to their lawful owners and deter future bicycle theft. FISCAL IMPACT There is no fiscal impact associated with this action. Submitted By: Kristine Ridge, City Manager Sonia Carvalho, City Attorney Exhibit: 1. Ordinance �. 1 LAR 11.17.20 ORDINANCE NO. NS-XXX AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA ADDING ARTICLE XIII TO CHAPTER 10 OF THE SANTA ANA MUNICIPAL CODE (CRIMES AND MISCELLANEOUS LAW ENFORCEMENT PROVISIONS) PROHIBITING REPAIR AND SALES OF BICYCLES AND BICYCLE PARTS ON PUBLIC PROPERTY THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES ORDAIN AS FOLLOWS: WHEREAS, the City of Santa Ana is a leader in Orange County in providing bicycle infrastructure, with miles of bicycle trails and pathways throughout the City; and WHEREAS, in November 2017, approximately 1000 bicycles were discovered in an underground drainage tunnel just south of the Santa Ana River overpass at Fairview Street. The bicycles were ultimately removed by the County of Orange Public Works Department. At the time, the Orange County Registrar reported that make shift chop shops were a common sight along the Santa Ana Riverbed encompassing portions of the City of Santa Ana. WHEREAS, between 2016 and 2018, the Santa Ana Police Department's Civic Center detail routinely encountered bicycle chop shops, in the Civic Center, especially the Plaza of the Flags, with bicycles and bicycle parts being exchanged for illegal narcotics and other items; WHEREAS, between 2015 and 2020, reported bicycle thefts in the City of Santa Ana averaged 261 per year for a total of 1,566 stolen bicycles. The actual number of thefts are believed to be much higher because many thefts go unreported; and WHEREAS, many of these bicycles are also dismantled in public areas and sold within days of being stolen, and, thus there is a narrow window for bicycles to be recovered while they are being taken apart in public spaces before being sold; and WHEREAS, prohibiting such activity and allowing removal of bicycles and/or bicycle parts from the public right-of-way and public property will help clear the public right-of-way and public property, prevent unauthorized commercial activity in these areas, and, if any items are lost or stolen, restore those items to their lawful owners and deter future bicycle theft; and WHEREAS, in furtherance of this effort, on October 20, 2020, the City Council requested the City Attorney draft an ordinance to prohibit the repair and sale of bicycles and bicycle parts on public property; and Ordinance No. NS-XXX Page 1 of 4 WHEREAS, the City Council finds and determines that this ordinance is not subject to CEQA pursuant to Sections 15060(c)(2) and 15060(c)(3) of the State CEQA Guidelines because it will not result in a direct or reasonably foreseeable indirect physical change in the environment as there is no possibility it will have a significant effect on the environment and it is not a "project', as defined in Section 15378 of the CEQA Guidelines. SECTION 1. New Article XIII is hereby added to Chapter 10 of the Santa Ana Municipal Code (CRIMES AND MISCELLANEOUS LAW ENFORCEMENT PROVISIONS) to read in full as follows: ARTICLE XIII. — PROHIBITION ON REPAIR AND SALES OF BICYCLES AND BICYCLE PARTS ON PUBLIC PROPERTY Sec. 10-800. - Purpose and Intent. The purpose and intent of this Article is to prohibit the repair or sale of bicycles or bicycle parts on public property in the City of Santa Ana in order to protect the public from obstruction of public property occurring as a result of persons utilizing public property, public sidewalks, public parks, and other public areas for the repair, dismantling, and sale of bicycles and bicycle parts. Further, the purpose and intent of this Article also includes a desire to decrease bicycle thefts and illegal or black market sales of bicycles and bicycle parts. Sec. 10-801. — Repair and Sales of Bicycles and Bicycle Parts on Public Property Prohibited. A. Except where otherwise stated in this Article, no person shall assemble, disassemble, sell, offer to sell, distribute, offer to distribute or store the following items on any street, sidewalk, alley, public passageway, public right-of-way, public park, or other public property within the City: 1. Three (3) or more bicycles; 2. A bicycle frame with the gear cables or brake cables that are inoperable, cut, or missing; 3. Two (2) or more bicycles with missing parts; or 4. Five (5) or more bicycle parts. B. For purposes of this Article, "parts" shall mean handlebars, wheels, forks, pedals, cranks, seats, chains, or any other items or components that are attached to a bicycle that are necessary for its operation. C. For purposes of this Article, "bicycle" shall include bicycle as defined in California Vehicle Code section 231 and electric bicycle as defined in California Vehicle Code Ordinance No. NS-XXX Page 2 of 4 section 312.5, as these sections are periodically amended. Sec. 10-802. — Exemptions. The prohibition contained in Section 10-801 shall not apply when: A. An individual is operating under a valid City of Santa Ana License or Permit authorizing such activities. B. The owner of a bicycle or bicycle part is present during the repair of the owner's single bicycle or bicycle part. Supporting evidence for a claim of lawful ownership may include, but is not limited to, video or photographic evidence, a bill of sale, the correct serial number, bicycle registration, and a bicycle license. Sec. 10-803. — Enforcement Provisions. Every violation of the provisions of this Article shall be deemed to be a misdemeanor and, upon conviction thereof, shall be punishable as provided for in section 1-8 of this Code. Each day any violation of any said provision of this Chapter shall continue shall constitute a separate offense. Alternatively, violations may be addressed through the use of an administrative citation as set forth in sections 1-21.1 through 1-21.9. Use of criminal enforcement and/or administrative citations shall not prevent or preclude the City from seeking injunctive relief and civil penalties in court for violations of this Article. SECTION 2. The City Council finds and determines that this ordinance is not subject to CEQA pursuant to Sections 15060(c)(2) and 15060(c)(3) of the State CEQA Guidelines because it will not result in a direct or reasonably foreseeable indirect physical change in the environment as there is no possibility it will have a significant effect on the environment and it is not a "project," as defined in Section 15378 of the CEQA Guidelines. SECTION 3. If any section, subsection, sentence, clause, phrase or portion of this ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this ordinance. The City Council of the City of Santa Ana hereby declares that it would have adopted this ordinance and each section, subsection, sentence, clause, phrase or portion thereof irrespective of the fact that any one or more sections, subsections, sentence, clauses, phrases, or portions be declared invalid or unconstitutional. SECTION 4. Neither the adoption of this ordinance nor the repeal hereby of any other ordinance shall in any manner affect the prosecution for violation of ordinances, which violations were committed prior to the effective date hereof, nor be construed as a waiver of any license or penalty or the penal provisions applicable to any violation thereof. Ordinance No. NS-XXX Page 3 of 4 SECTION 5. This ordinance shall become effective thirty (30) days after its adoption. SECTION 6. The Clerk of the Council shall certify the adoption of this ordinance and shall cause the same to be published as required by law. ADOPTED this day of 2020. Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By:_elcrun�- A. R�� Laura A. Rossini Acting Chief Assistant City Attorney AYES: Councilmembers NOES: Councilmembers IG1:%�/G\IO� .. I . I'1- ii OTM NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Daisy Gomez, Clerk of the Council, do hereby attest to and certify the attached Ordinance No. NS-XXX to be the original ordinance adopted by the City Council of the City of Santa Ana on , and that said ordinance was published in accordance with the Charter of the City of Santa Ana. Date: Clerk of the Council City of Santa Ana Ordinance No. NS-XXX Page 4 of 4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 17, 2020 TITLE: PUBLIC HEARING — ENVIRONMENTAL REVIEW NO. 2019-85 FOR DENSITY BONUS AGREEMENT APPLICATION NO. 2020-01, SITE PLAN REVIEW NO.2020-01, SITE PLAN REVIEW NO. 2020-02, AND DISPOSITION AND DEVELOPMENT AGREEMENT WITH CARIBOU INDUSTRIES FOR THE 3rd AND BROADWAY DEVELOPMENT AT 201 WEST 3rd STREET (PROPERTY OWNER: CITY OF SANTA ANA AND APPLICANT: CARIBOU INDUSTRIES, INC.) /s/ Kristine CITY MANAGER CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1 s' Reading ❑ Ordinance on 2od Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CONTINUED TO FILE NUMBER RECOMMENDED ACTION 1. Adopt a resolution approving an addendum to the Environment Impact Report for the Transit Zoning Code Project (SCH No. 2006071100) and adoption of a mitigation monitoring and reporting program for Density Bonus Agreement Application No. 2020-01, Site Plan Review No. 2020-01, Site Plan Review No. 2020-02, and the Disposition and Development Agreement. 2. Adopt a resolution approving Density Bonus Agreement Application No. 2020-01 with concessions and waivers and authorize the City Manager to execute a Density Bonus Agreement with Caribou Industries Inc. or assignees for a 55-year term, for the development of a mixed -use residential and commercial development with up to 171 residential rental units, including 19 residential rental affordable units, at 201 West 3rd Street, subject to non - substantive changes approved by the City Manager and City Attorney. Adopt a resolution approving Site Plan Review No. 2020-01 for a mixed -use development as conditioned. 4. Adopt a resolution approving Site Plan Review No. 2020-02 for a hotel as conditioned. 5. Adopt a resolution approving a Disposition and Development Agreement and authorize the City Manager to enter into a Disposition and Development Agreement with Caribou Industries for the 3rd and Broadway development project, subject to non -substantive changes approved by the City Manager and City Attorney. 75A-1 ER No. 2019-85/DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02/DDA November 17, 2020 Page 2 EXECUTIVE SUMMARY On October 20, 2020 the City Council voted to continue the public hearing to November 17, 2020 and execute a second amendment to the second Exclusive Negotiation Agreement (ENA) with Caribou Industries. This action extended the ENA for an additional 60-days to January 5, 2021. Mike Harrah, representing Caribou Industries, is requesting approval of multiple entitlements to replace the existing City -owned, 3-level parking garage with a mixed -use development that will consist of two separate buildings. Specifically, the applicant is proposing to construct a 16-story mixed -use building consisting of 171 residential units (with 19 very -low income units) and 13,419 square feet of commercial space (including retail and food/beverage establishments), and a 10- story, 75-room hotel at 201 West 3rd Street. Additionally, the applicant is requesting approval of an addendum to the Transit Zoning Code Environmental Impact Report, a density bonus agreement (DBA) with concessions and waivers, two site plan review (SPR) applications and a Disposition and Development Agreement (DDA) (Exhibits 1 through 3). This public -private partnership will result in the redevelopment of underutilized land and aging infrastructure, development of apartments and extended stay hotel rooms to accommodate a demand in Downtown Santa Ana and to the nearby Orange County Courthouse facility, development of 19 affordable housing units for very low-income families in downtown Santa Ana, increased employment opportunities within the City, reconnecting the City's grid system with Sycamore Street and additional property taxes, sales taxes, and transient occupancy taxes produced from the project site. As the project is located in the City's Opportunity Zone, investors will be extremely attracted to this high - profile project in the heart of downtown Santa Ana. This exciting project for the downtown has been in discussion since 2014 and will add tremendous economic value to the existing businesses and the surrounding neighborhoods. DISCUSSION The proposed project is located at 201 West 3rd Street, at the northeast corner of Broadway and 3rd Street. Caribou Industries, a local developer and property owner in the City, proposes to replace the existing City -owned, 3-level parking garage with a mixed -use development containing 171 housing units (with 19 for low income residents), a 75-room boutique hotel, 13,419 square feet of commercial space (including retail and food/beverage establishments), and rooftop amenities ancillary to residential and hotel uses. The development would be composed of two buildings: a 16-story, 194-foot-tall mixed -use (residential and commercial) building and a 10-story, 128-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 490 total parking spaces, including 211 public parking spaces, 196 residential parking spaces, and 83 hotel parking spaces. Table 1: Development Project Summary 75A-2 ER No. 2019-85/DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02/DDA November 17, 2020 Page 3 Item Mixed -Use Development Parcel 1 Hotel Parcel 2 Units/Rooms 171 units 75 rooms Building 197,726 SF 63,069 SF Square Footage SF Unit Mix/Room 95 studios 66 standard rooms 51 one -bedrooms 9 suites 25 two -bedrooms Unit SF 547 to 722 SF one -bedrooms 418 to 527 SF standard rooms 625 to 968 SF one -bedrooms 855 SF suites 1,002 to 1,637 two- bedrooms/penthouse Commercial SF 13,419 SF 520 to 3,692 SF units N/A Height & 16 stories, 193'-10" 10-stories, 127'-6" Stories Parking 196 spaces 83 spaces 1 space/1 bedroom and 2 spaces/2 1 space per room + 1 space per 10 bedroom rooms Open Space/ 1 st floor: 731 SF lobby and 727 SF 1 st floor: 4,046 SF lobby Amenities lobby 3'd floor: 734 sf public outdoor area 3rd floor: 1,184 SF public outdoor 4th 6th 8th floors: 287 SF guest terrace deck 5th 9th floors: 287 SF amenity space 4th floor: 731 SF fitness room, 730 SF 7th floor: 287 SF meeting room outdoor deck 10th floor: 3,722 SF seating area, 853 5th floor: 733 SF event space, 3,901 SF meeting room and 287 SF terrace outdoor deck 16th floor: 2,925 SF rooftop pool deck Background On September 16, 2014, the City Council directed the Planning and Building Agency (PBA) to release a Request for Qualifications (RFQ) for the 3rd and Broadway Development Project. The RFQ outlined several project components desired by the City Council. Among the components of the new project was a desire to include a hotel/hospitality component. Five proposals were received and only the Caribou Industries proposal included a hotel. In 2016, the project was put on hold due to several City executive staff changes. On March 21, 2017, the City entered into an Exclusive Negotiation Agreement (ENA) with Caribou Industries for the 3rd and Broadway project. To assist with the negotiations, the City also entered into a contract with consultant Lisa Stipkovich to lead negotiations for the City and identify transaction business terms. On May 7, 2019, the City Council approved the execution of a second ENA with Caribou to allow for the entitlement process and the final negotiation of the business terms for the DDA. Since the execution of the second ENA, the developer has been working on his entitlements for the project. 75A-3 ER No. 2019-85/DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02/DDA November 17, 2020 Page 4 At the September 28, 2020 Planning Commission public hearing, by a vote of 6-0-1 (Phan abstained), the Commission approved Variance No. 2020-05 to utilize the Santa Ana Municipal Code (SAMC) Section 41-1344 standards for hotel off-street parking and to allow deviations from the off-street parking access requirement and Tentative Parcel Map. No. 2020-02 to create two development sites and establish airspace to allow for separate interest and ownership of public parking spaces and to provide vehicular and pedestrian access to a private street through a public access easement and the associated addendum to the Environmental Impact Report (EIR) for the project. In addition, the Planning Commission recommended City Council approval of the addendum, DBA, and SPR applications (Exhibit 4). Economic Development Summary and Subsidy Report Kosmont Companies, a land economics consulting firm, was retained to provide a financial feasibility analysis of the Caribou proposal. In their analysis, Kosmont has validated that the proposed project, which requires the demolition of the current parking structure, replacement of public parking spaces, and the reconnection of Sycamore Street, has a significant financial gap and a subsidy is warranted. The proposed deal structure would minimize the financial gap as follows: The City would segregate typical costs to develop a site such as demolition of the existing parking structure and preparation for development, as well as public improvements such as replacement public parking and a reconnection of a public street (Sycamore Street) as the City's responsibilities. The costs for the City's responsibilities are estimated by the developer at $13 million. The City cost will be based on the actual cost of the public improvements with a maximum cap of $13 million. The City would finance the capital costs through public financing at a later date. The developer will pay the debt service through an Operating Agreement whereby the developer will operate the public parking and pay all costs associated, with no financial risk to the City. The subsidy amount ($13 million) is within the feasibility gap as estimated by Kosmont. The hotel is the biggest economic risk, especially during the recent pandemic. However, the possibility of future conversion to residential if the hotel is not economically viable in the first 5 years provides an economic alternative that helps to mitigate the risk. As part of the approval process and in accordance with Government Code Sections 52201 and 53083, a project summary and economic development subsidy report (Exhibit 5) must be completed and submitted detailing the project, the structure of the public subsidy, projected tax benefits, and estimated number of jobs that would be created by the subsidy. This report shall be available to the public and posted on the City's website until the end date of the economic development subsidy. This analysis does not take into consideration the value of the public benefit of 19 affordable housing units for very low-income families that will be developed on -site by the developer at no cost to the City. Disposition and Development Agreement 75A-4 ER No. 2019-85/DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02/DDA November 17, 2020 Page 5 The next step in the process is to enter into a Disposition and Development Agreement (DDA) with Caribou Industries. A DDA is a contract between a developer and the City that involves the sale of City -owned land to the developer. The DDA will fully detail the final terms of the transaction, including a schedule of completion with milestones for the developer to achieve, the method of conveyance of the property, parking structure operational agreements, and all City participation options if the project is sold in the future (Exhibit 6). The City will not convey the site, nor will the existing parking be demolished, until the developer has met all obligations defined in the DDA, obtained all approved permits and entitlements, and provided proof of financing for construction of the project. Below is a summary of the transaction business terms. Summary of Business Terms Proposed Project: 3'd & Broadway Mixed -Use Development Land Use: Mixed -Use Residential units: 171 apartments with 19 very -low income units Residential Only Parking: 196 spaces Retail: 13,419 sq. ft. Public Parking: 211 spaces Hotel: 75 keys with 83 parking spaces City Responsibilities: The City will fund the costs for public improvements to ready the site for development. This will include the demolition of the existing parking structure, preparation of the site for development, the construction of Sycamore Street reconnection, and construction of 211 public parking spaces to replace the existing parking currently provided at the 3'd and Broadway parking structure. The estimated cost for public improvements is $7 million for the construction of the 211 public parking spaces and $6 million for the additional public improvements. The estimated debt service (at an interest rate of 4%) for the public improvements would be $750,000 per year for 30 years. Developer Responsibilities: The developer's obligations for the project include providing funding to finance the over $100 million development project, processing all entitlements, construction of the public improvements, designing and operating a hotel, and managing and operating the public parking for the project. The developer will also have the option to submit an application to convert the hotel to residential after three years of operation if certain revenues per available room thresholds are not reached. This would indicate the hotel is not financially sustainable after those first three years to continue operations. The developer will guarantee that the anticipated revenues from the parking will cover the City's estimated annual debt service of $750,000. There will be no out-of-pocket costs to the City. Community Workforce Agreement The DDA requires that the developer shall be subject to the City's Community Workforce Agreement policy adopted by the City Council in 2017. This project labor agreement establishes local hiring requirements for construction projects and requires using unionized labor for the work. 75A-5 ER No. 2019-85/DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02/DDA November 17, 2020 Page 6 The agreement is with the Los Angeles/Orange County Building and Construction Trades Council, which represents about 140,000 workers in dozens of trade unions, many of them Santa Ana residents. Public Parking Availability During Construction During construction of the 3'd and Broadway project, downtown parking will decrease by 440 spaces. Table 3 demonstrates the availability of sufficient parking within City -owned parking facilities to absorb the 440 parking spaces within our own current inventory. Downtown Santa Ana's existing parking supply is more than sufficient to meet current demand. However, there may be a decrease in parking revenue as a result of the reduction of 440 spaces at the 3'd and Broadway Parking Structure. During construction, there exists convenient options available for public parking. It is important to note that these numbers were calculated before the COVID pandemic. The pre-COVID capacity of the existing parking facilities can accommodate the demolition of 440 public parking spaces now located within the 3'd & Broadway Parking Structure. Table 2: Total Spaces Downtown Descriptions Spaces City -Owned 1,995 Parking Metered 500 Spaces Non -City -Owned 1,407 Total Today 3,902 Removed During (440) Construction Total During 3,462 Construction Added with project 211 Total After Project 3,673 75A-6 ER No. 2019-85/DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02/DDA November 17, 2020 Page 7 Table 3: Downtown Public Parking Inventory 3rd & 5th & 3rd & 3rd and 5th & Main Bush Total Broadway Spurgeon Birch Lot # of total spaces 440 700 400 400 55 1995 # of Users at 331 223 312 234 13 1113 Peak Time # of spaces for 109 477 88 166 42 882 daily users % of total spaces available 24% 68% 22% 41 % 76% 44% for public `Peak Time Data Collected on 12/5/19 at 12pm In addition to the above -mentioned City -owned parking, there are also parking spaces available at County -owned and private lots in the downtown area: Table 4: Downtown Private Parking Inventory 812 N. Downtown County Private lots in Sycamore Structures downtown Private Number of Parking Spaces 547 660 200 With the availability of parking in City -owned parking structures, County -owned parking structures, metered parking, and privately owned lots, staff remains confident that sufficient parking exists both before and after construction of the project to satisfy visitors and the existing business community. Table 5 represents the distance and the number of steps to each structure. Table 5: Distance to Alternative Parking Structures 5th rd 3 aLdoBush Spurgeon 3`d &Birch 5th &Main Feet from 3rd and Broadway 1,250 739 660 790 Steps from 3rd and Broadway 500 295 264 316 Site Plan Review The mixed -use development will be a 16-story urban building within the downtown zone and will be a harmonious development to the City and increase the desirability of investment or occupation of the downtown neighborhood. The development will facilitate the replacement of a parking 75A-7 ER No. 2019-85/DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02/DDA November 17, 2020 Page 8 structure, with no features of pedestrian interest, with a multi -story building with pedestrian oriented retail, service, and residential uses. In addition, the inclusion of 19 very -low income housing units creates housing opportunities for very -low income households within a high -amenity mixed -income development. Conditions of approval for public art, public access to the fifth floor deck and community room, and compliance with a parking management plan are included in the SPR. The hotel conforms to the building form, character, and quality of the downtown zone. The hotel will be the first in downtown and can cater to individuals doing business at the nearby government facilities and office buildings. Additionally, the hotel will make downtown Santa Ana feasible as an overnight destination to those visiting the Orange County area. The development site is accessible to the OC Streetcar, Santa Ana Regional Transportation Center, and local bus routes. Redevelopment of the superblock into two development sites with a new sidewalk and street grid will link the existing Artist Village and west -end commercial uses with the rest of downtown to help activate the area. Furthermore, the development is consistent with General Plan Land Use Element Goals 1, 2, 3 and 4, and several policies (Policies 1.1, 3.7, 3.1 and 4.5 and 5.1) which aim to promote development within the City's District Centers, redevelop and revitalize the City's urban areas within close proximity to transit, and promote land uses that enhance the City's economic and fiscal viability. The proposed mixed -use and mixed -income community and hotel satisfies the goals by providing On -Site affordable units in a high -amenity development located in downtown, reducing the need for automobile dependence by encouraging transit ridership and generating sales tax and hotel tax revenues. Architecture and Amenities The architectural style of the development is California Contemporary, which is one of the six architectural styles permitted by the Transit Zoning Code (TZC). The mixed -use building has been designed as three distinct masses, with an open roof deck at the fourth and fifth levels to provide views of the W.H. Spurgeon Building's clock tower to the north. The building detail at the lower levels, including tan masonry brick street walls and recessed retail entrances, will link the project to the existing environment and is similar to the buildings that characterize downtown Santa Ana. The middle building mass is composed mainly of the parking structure, which will be screened with angled perforated metal panels and a brass finish. The upper portion of the building contains the residential units with floor -to -ceiling glass windows and balconies. The hotel is a contemporary building designed generally as a single mass. The building will feature a 4,046-square foot ground -level lobby, 300-square foot meeting space on the seventh floor, 853- square foot meeting room on the tenth floor, 300-square foot amenity rooms, outdoor terraces and balconies, and a roof deck with a kitchen and outdoor seating that will overlook downtown Santa Ana. It is proposed that the rooftop will be accessible to the public and provide food and beverage service. The exterior of the building includes high -quality material such white marble with contrasting grey metal panels and bronze window frames that will create a visual icon within downtown Santa Ana. 75A-8 ER No. 2019-85/DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02/DDA November 17, 2020 Page 9 Public wall art is proposed on each elevation of the mixed -use building and at the ground level of the hotel building. To promote walkability, sidewalks ten feet in width will be provided along base of the buildings, benches will be installed at the corners of Sycamore and 3rd Street, and new Sycamore trees along Sycamore Street will be planted. With proper permits and approvals, it is intended that Sycamore Street could be closed temporarily for events such as a farmer's market or artisan fair, with City approvals. State Density Bonus Law The applicant is proposing to dedicate 11 percent of the total units (19 units, including ten studios, six one -bedrooms, and three two -bedrooms proportional to the residential project's unit mix) to be attainable to very -low income households. Therefore, the project is eligible for a density bonus, concession/incentives, waivers, and parking reductions per state law (California Government Code Section 65915) in exchange for providing affordable units on -site. To ensure that the units are dedicated as affordable for a period of a minimum of 55 years, the applicant will enter into a DBA with the City (Exhibit 7). The law also restricts the ability of local jurisdictions to require studies to "justify" the density bonus and requested incentives/waivers. The law places the responsibility on local jurisdictions to prove that the incentives/concessions or waivers are not financially warranted and requires substantial evidence determining that granting the concessions and waivers would cause detriment to public health, safety, the physical environment, or any property that is listed in the California Register of Historical Resources. Density Bonus Under the State's Density Bonus Law, developers providing 11 percent very -low income units may request a numerical density bonus of 35 percent from the base density (California Government Code Section 65915 (f)(2)). The General Plan land use designation for the site is District Center, which allows 90 dwelling units per acre and a maximum floor area ratio of 3.0. Based on the site area of 1.41 acres at 90 dwelling units per acre, 127 units are allowed. In exchange for providing 11 percent very -low income units on site, an additional 45 units are permitted through a density bonus. Therefore, the project proposes a total of 171 units with a total floor area ratio (FAR) of 4.2 for the development site. Application of the floor area ratio maximum would physically preclude development of on -site affordable housing units. Table 6: Density Bonus Calculation Density or Bonus Allowed for Project Provided Base Density 127 units (1.41 acres x 90 units/acre 127 Units 35-Percent State Density Bonus 45 units (127 x 0.35) +44 Units Total Units 172 units maximum 171 units proposed 75A-9 ER No. 2019-85/DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02/DDA November 17, 2020 Page 10 Concessions and Waivers To help make providing on -site affordable units feasible, the State law allows developers constructing 11 percent very -low income units to seek up to two incentives/concessions (California Government Code Section 65915 (d)(2)(B)), and an unlimited number of waivers (California Government Code Section 65915 (e)(1)), which are essentially variances from development standards that would help the project be built. A concession may be a reduction in a site development standard, modification to a zoning code requirement, or a modification to architectural design requirement that results in identifiable cost reductions. A waiver is for a standard that would physically preclude development from being built at the permitted density and with the granted concession/incentives. A development standard is defined in California Government Code Section 65915 as a site or construction condition, including, but not limited to, a height limitation, a setback requirement, FAR, an on -site open space requirement, or a parking ratio that applies to a residential development pursuant to any ordinance, general plan element, specific plan, charter or other local condition, law, policy, resolution, or regulation. Table 7: Requested Incentives/Concessions/Waivers TZC and General Requirement Provided Plan Standards Floor Area Ratio 4.2 FAR— Requires Waiver, (FAR) 3.0 - Downtown District Center Cal. Gov't Code Sec. 65915 e 1 Sec. 41-2011(a) — The Line Block building type permits a 16 stories — Requires Waiver, Height maximum of 10 stories Cal. Gov't Code Sec. 65915 e 1 1. The common open space shall be designated as a courtyard, or in the front as a forecourt. This area shall be equal to 15% of the lot and shall be open to the sky. 2. Minimum courtyard width of 20'0" when running EW and 15'0" when running NS. Common open space is not Sec. 41-2023(f) — 3. 20'0" wide courts only permit proposed as a courtyard or Open Space architectural projections on two forecourt — Requires opposing sides. Concession 1 of 2, Cal. Gov't 4. Private open space for each Code Sec. 65915 (d)(1) dwelling unit and no less than 50 SF and not less than 60" in each direction. 5. Private open space can be substituted for common open space or common interior space at an equivalent square footage. The 75A-10 ER No. 2019-85/DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02/DDA November 17, 2020 Page 11 TZC and General Plan Standards Requirement Provided minimum dimension of this space shall be 15'0" in each direction. Max. Ratios of each Story: Level 3 is proposed at 94% — 0 a. Ground Floor- 100 /o Sec. 41-2023(i) — b. Level 2 — 100 /�o Requires Concession 2 of 2, Massing c. Level 3-5 — 85 /o Cal. Gov't Code Sec. 65915 d. Level 6 +— 85% (d)(1) The property is within a height exempt zone. However, in the TZC downtown zone, the Lined Block building type limits structures to a 10-story maximum, but the building is proposed to be 16-stories (193 feet, 10 inches). A waiver from the maximum number of stories is needed for the project. The six additional stories are needed to make construction of a mixed -income high-rise development financially feasible. A designed four upper story levels are needed to accommodate space for 19 on -site affordable units and 44 density bonus units. Efforts to maintain views of the W.H. Spurgeon Building's clock tower to the north of the site have been made by recessing the building mass at the fourth and fifth levels and providing a publicly accessible deck that will provide views of downtown. In addition, the public parking stalls account for one below -grade and four above -grade levels of the building, adding to the overall height of the development. The application of the 10- story maximum building height standard would physically preclude construction of the mixed - income project. The project's open space is designed as open roof decks rather than courtyards or forecourt, as required by the TZC. Construction of a courtyard or forecourt would substantially increase engineering costs, and the development would need to be completely redesigned. This would reduce the number of units that could be constructed on the site and therefore reduce the number of affordable housing units that would result from the project. The project exceeds the 15 percent of common and private open space requirements in regards to quantity of open space provided as a total of 10,685 square feet of common open space and 7,550 square feet of private decks are provided. The intent of specifying the massing for each level of a building is to maintain the building form of each building type. A maximum of 85 percent total coverage of the third level is permitted and 94 percent coverage is proposed. In order to maximize the number of parking stalls provided, the building footprint needs to span the building site at level three (cover 94 percent of the site). However, the urban form that the Line Block building type strives for through massing is still achieved due to the overall larger scale of the building. In addition, the levels 4 through 16 meet the prescribed massing standards. The overall building form and design is typical of the Line Block building type and typical of buildings found in a downtown urban environment. A reduction in massing at the third level would result in a reduction in public parking and reduce the financial feasibility of redeveloping the site and providing 19 on -site very -low income units. Overall, the mixed -used and mixed -income nature of the development supports the goals of the TZC. 75A-11 ER No. 2019-85/DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02/DDA November 17, 2020 Page 12 Mixed -Use Building Parking The density bonus law entitles developers to reduced parking standards. Pursuant to California Government Code Section 65915 (p)(1), residential developments providing eleven percent on - site affordable housing units at very -low income levels are entitled to provide on -site parking at the ratio of 1 stall for studio or one -bedroom units, and 2 stalls for two -bedroom units, inclusive of disabled person parking and guest parking. The applicant has elected to exercise the option to provide this parking ratio pursuant to the California Government Code Section (p)(1). Therefore, a total of 196 parking spaces are provided. It is anticipated that employees and patrons for the commercial businesses will utilize the public parking spaces available on site and throughout downtown. Table 8: Mixed -Use Parking Number of Units & Type Required Parking Per Cal. Gov't Code Section 65915(p)(1) Provided Parking 95 Studios 95 space 95 spaces 51 One Bedrooms 51 spaces 51 spaces 25 Two Bedrooms 50 spaces 50 spaces Total 196 spaces 196 spaces It is also important to note that under California Government Code Section 65915 (p)(4) upon request of a developer, residential developments providing 11 percent very -low income units and located within one-half mile of a major transit stop are entitled to a parking requirement of only 0.5 spaces per bedroom. The project is within 0.15 miles of the OCTA bus routes 53/53x stop at Main Street and Fourth Street, route 55 stop at Main Street and First Street, and route 64/64x stop at Main Street and First Street. As such, the project is entitled to an even lower parking ratio than proposed under which a total of 98 parking spaces would be required for the 171-unit development. However, the applicant is providing 196 parking spaces, which would be an excess of 98 spaces if California Government Code Section 65915(p)(4) were exercised. To address concerns regarding the requested parking incentive, the applicant prepared a parking analysis and parking management plan (PMP). The PMP encourages transit ridership by providing transit maps with tenant move -in packets and, upon demand, can provide on -site valet service to maximize use of parking areas and reserve additional residential and commercial parking spaces through long-term agreements with the City for use of nearby parking structures. The parking management plan indicates that, if needed, valet service for on -site vehicle stacking for all uses could create an additional 122 parking spaces on levels P1 through 8, raising the total on -site parking supply for the mixed -used project spaces from 196 to 318. In addition, the PMP indicates that an additional 50 off -site parking spaces could be leased on a long-term basis at on -site or nearby City -owned parking structures. When implemented, this would result in an effective parking ratio of 1.86 parking spaces per residential unit with the on -site valet service, and 2.15 spaces per unit with the additional 50 off -site spaces, which would be equivalent to the 2.15 per unit parking space requirement of the TZC. 75A-12 ER No. 2019-85/DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02/DDA November 17, 2020 Page 13 The parking study supports the parking ratio of one space for every studio and one bedroom and two spaces for every two -bedroom unit for variety of factors. These include the project's proximity to existing and future mass transit, such as standard bus service, high-capacity/express bus service, the Santa Ana Regional Transportation Center, and the under -construction OC Streetcar; the project's location within a high amenity, mixed -use environment with shopping and major employment centers nearby; and proximity to nearby existing parking facilities, including parking structures, parking lots, and on -street parking. Key Terms in the Density Bonus Agreement The following is a list of key terms agreed upon in the Density Bonus Agreement: • Affordable Units. The project shall have nineteen (19) affordable units which shall be composed of ten (10) studio units, six (6) one -bedroom units, and three (3) two -bedroom units. The units shall be evenly distributed among all levels of the project. The affordable units shall be restricted to use and occupancy by eligible households for a total period of no less than fifty-five (55) years. • The 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. • Affordable Rent Schedule. The affordable rents shall be created in accordance with the Orange County, California Primary Metropolitan Statistical Area ("PMSA") as published by the California Department of Housing and Community Development ("HCD"), adjusted for family size, and shall be updated no less than annually. • Marketing and Resident Selection Plan. Developer shall prepare and obtain City's approval a marketing program and resident selection plan for the leasing of the affordable units at the project prior to occupancy. • Selection of Tenants. 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. • Monitoring. Developer agrees to pay a reasonable fee for the City's obligation to monitor Owner's compliance with the affordability restrictions contained in the Agreement. • Rental Lease Agreement. Developer shall prepare and obtain City's approval of a rental lease agreement consistent with the terms contained in this Density Bonus Agreement. • On -Site Parking Management Plan. Developer has provided a parking management plan attached to the agreement. The City may enforce the provisions of the parking management plan against the Developer at the City's sole discretion. • Payment of Density Bonus Setup Fee. Developer must pay the Density Bonus Setup Fee in the amount of $56,697.12 prior to the issuance of building permits for the project. The Density Bonus Agreement has been signed by the Developer to acknowledge their acceptance of the terms. The agreement is not considered final until the City Council has reviewed and approved the agreement and the agreement is executed by all parties. 75A-13 ER No. 2019-85/DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02/DDA November 17, 2020 Page 14 California Environmental Quality Act (CEQA) An addendum to a previously certified EIR is prepared when a lead agency is asked to approve modifications to an existing project for which an EIR has already been certified. An addendum evaluates the requested modifications and determines whether subsequent EIR review is required. Since none of the conditions specified in state CEQA Guidelines, section 15162 are present, an addendum to the previously -certified 2010 EIR was prepared for the 3rd and Broadway project. Pursuant to state CEQA Guidelines section 15164(b), an addendum to a previously -certified EIR is not circulated for public review. Pursuant to state CEQA Guidelines section 15164(d), the City Council must consider the addendum together with the TZC's original 2010 EIR before making a decision on the project. Previous CEQA Documentation The 2010 TZC EIR (SCH No. 2006071100) anticipated potential development of approximately 4,075 residential units, 387,000 square feet of retail development, and an additional 15.5 acres of open space within the City. The 2010 EIR considered the environmental impacts related to aesthetics; air quality; biological resources; cultural resources; hazards and hazardous materials; hydrology and water quality; land use; noise; population, housing, and employment; public services; transportation and traffic; utilities and service systems; and climate change. A mitigation monitoring and reporting program, findings of fact, and a statement of overriding consideration were adopted with the 2010 EIR. 2020 3rd and Broadway Addendum The addendum focuses on the potential environmental impacts associated with the project, including the density bonus application and associated concessions and waivers, site plan review applications, variance, tentative parcel map, and disposition and development agreement that might cause a change in the conclusions of the certified 2010 EIR, including changes in circumstances or new information of substantial importance that would substantially change those conclusions. The proposed development required preparation of studies relating to shade and shadow, air quality and greenhouse gas emissions, traffic, parking, noise and vibration, Phase I environmental site assessment, hydrology, a preliminary water quality management plan, and sewer capacity (Attachments to the 2020 Addendum). All studies evaluate the proposed project as compared to the existing entitlements and were reviewed for content and accuracy by the City. In addition, the project is within a Transit Priority Area. Under Senate Bill 743, aesthetic and parking impacts cannot be considered a significant impact within a Transit Priority Area. The addendum concludes no new or substantially greater impacts would occur with implementation of the proposed development when compared to those identified in the 2010 EIR and finds that no supplemental or subsequent EIR is required for the proposed development. Therefore, the 2010 ElR's MMRP will continue to mitigate or lessen any impacts already identified by the TZC's original 2010 EIR. 75A-14 ER No. 2019-85/DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02/DDA November 17, 2020 Page 15 On October 20, 2020, the City received a letter from Palmieri, Hennessey, and Leifer LLP representing the Coalition Against Santa Ana Irresponsible Development, which includes the owners of the historic Spurgeon Building at 202-212 West Fourth Street. The letter commented on both the project and Addendum. Written responses to the letter have been drafted to note that the project does not meet any of the criteria identified in Section 15162 of the State CEQA Guidelines requiring preparation of a subsequent or supplemental EIR. Further, the City has determined that an Addendum to the Certified EIR is the appropriate environmental document for the Proposed Project. As a result, no additional CEQA analysis is necessary for the Proposed Project (Exhibit 8). Public Noticing Table 9: Public Notification and Communitv Outreach Public Notification and Community Outreach Required On October 8, 2019 at 6:00 p.m. a community meeting was held at 100 Measures South Main Street in accordance with the provisions of the City's Sunshine Ordinance. Invitations/notices were mailed to property owners and occupants/tenants within a 500-foot radius from the project site. Approximately 13 members of the public attended, as well as 3 City staff. The applicant provided all the required information to the City after the meeting. Details from the community meeting were posted to the project's webpage at https://www.santa-ana.orq/pb/planning- division/major-planning-protects-and-monthly-development-prolect- re orts/3rd-and-0. On October 9, 2020 notification by mail was mailed to all property owners, occupants, and other interested parties within 500 feet of the project site in accordance with SAMC requirements and a newspaper posting was published in the Orange County Register in accordance with SAMC requirements. On October 6 and 13, 2020 pursuant to Government Code Section 52201 and 53083 a public hearing notice was published in the Orange County Register and the summary and subsidy report was made available online before the scheduled Public Hearing at htt s://www.santa-ana.or /cd/economic-develo ment-subsid -re orts. Additional Over the past three years, the applicant has conducted one-on-one Measures informational meetings with over 20 businesses or interested parties in and around downtown, along with outreach with the Chamber of Commerce and Downtown, Inc. FISCAL IMPACT The following estimates of potential economic impact were developed by the City's consultant, Kosmont Companies. 75A-15 ER No. 2019-85/DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02/DDA November 17, 2020 Page 16 Table 10: Potential General Fund Revenue from Proposed Project Summary of Annual Potential Revenue from Project Property Tax Secured & Unsecured $210,000 Property Tax In -Lieu of VLF $130,000 Sales & Use Tax On-site/Direct $57,000 Sales & Use Tax (Off-Site/Indirect)On- Site $25,000 Transient Occupancy Tax $90 RevPar $270,000 Utility User Tax & Other Tax $45,000 Annual General Fund Revenues ROUNDED: $737,000 Table 11: Potential Economic Benefits of Construction for 3rd and Broadway Employment Labor Income Direct On -site 475 $49,000,000 Indirect 180 $14,000,000 Induced 200 $13,000,000 Total Countywide 855 $76,000,000 Estimated City Capture 510 $53,000,000 Submitted By: Steven A. Mendoza, Executive Director — Community Development Agency Minh Thai, Executive Director — Planning and Building Agency Exhibits: 1. Resolution Approving 2020 Addendum 2. Resolution Approving Density Bonus Agreement No. 2020-01, Site Plan Review No. 2020-01, and Site Plan Review 2020-02 3. Resolution Approving Disposition and Development Agreement 4. Planning Commission Staff Report 5. 52201 and 53083 Summary and Economic Subsidy Report 6. Development and Disposition Agreement 7. Density Bonus Agreement 8. City's Response to Palmieri, Hennessey, and Leifer LLP Comment Letter 75A-16 EXHIBIT 1 RESOLUTION NO. 2020-xx A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING AND ADOPTING AN ADDENDUM TO THE ENVIRONMENTAL IMPACT REPORT FOR THE TRANSIT ZONING CODE PROJECT (SCH NO. 2006071100) FOR SITE PLAN REVIEW NO. 2020-01, SITE PLAN REVIEW NO. 2020-02, DENSITY BONUS AGREEMENT NO. 2020-01 AND DISPOSITION AND DEVELOPMENT AGREEMENT AND ADOPTION OF A MITIGATION MONITORING AND REPORTING PROGRAM FOR THE THIRD AND BROADWAY MIXED - USE PROJECT LOCATED AT 201 WEST THIRD STREET WHEREAS, Michael Harrah, representing Caribou Industries Inc. (hereinafter referred to as "Applicant'), is requesting approval of Density Bonus Agreement No. 2020-01, Site Plan Review No. 2020-01, Site Plan Review No. 2020-02, Variance No. 2020-05, Tentative Parcel Map No. 2020-02, and a Disposition and Development Agreement to allow the demolition of an existing public parking structure and construction of a new mixed -use 171-unit residential and 13,419 square foot commercial development and 75-room hotel at 201 West Third Street; and WHEREAS, the subject Property contains 1.41 acres and is currently developed with a City -owned public parking structure; and WHEREAS, the Transit Zoning Code was adopted in 2010 as a result of interest in developing transit -oriented mixed -use residential and commercial projects in its project area. The Transit Zoning Code was amended in 2019 to modernize and refine development standards to further these interests. The regulating plan, which establishes land uses and development standards, allows a variety of housing and commercial projects, including mixed -use residential communities, live/work units, hotels, and offices; and WHEREAS, the City Council of the City of Santa Ana certified the Environmental Impact Report (SCH No. 2006071100) and adopted a mitigation monitoring and reporting program for the Transit Zoning Code, which allows a mixture of residential, commercial, and limited industrial land uses; and WHEREAS, the entitlements sought for the proposed mixed -use development project include a Density Bonus Agreement application, two Site Plan Review applications, a Variance application, a Tentative Parcel Map application, and a Disposition and Development Agreement; and WHEREAS, in 2010, the City Council certified the Final Environmental Impact Report ("2010 EIR") for the Transit Zoning Code Project ("Originally Approved Plan"), which analyzed the potentially significant environmental impacts of a mixed -use plan area consisting of new residential, commercial, and industrial development; and WHEREAS, pursuant to the 2010 EIR, the subject site may be developed with a mixed -use development consisting of residential and commercial land uses; and WHEREAS, when compared against the Originally Approved Plan, the proposed mixed -use development will not result in any new or intensified significant impacts; and 55394.00053\32005762.1 7 5A-1 7 WHEREAS, pursuant to the California Environmental Quality Act (Public Resources Code section 21000 et seq.) ("CEQA") and the State CEQA Guidelines (14 Cal. Code Regs. 15000 et seq.), the City is the Lead Agency for the proposed development; and WHEREAS, pursuant to CEQA, when taking subsequent discretionary actions in furtherance of a project for which an EIR has already been certified, the Lead Agency is prohibited from requiring a subsequent or supplemental EIR unless at least one of the circumstances identified in Public Resources Code section 21166 or State CEQA Guidelines section 15162 are present; and WHEREAS, City staff has evaluated the proposed project and considered whether, in light of the impacts associated with its development, any supplemental or subsequent environmental review is required pursuant to Public Resources Code section 21166 or State CEQA Guidelines section 15162; and WHEREAS, the analysis contained in the Third & Broadway project's EIR Addendum ("2020 Addendum") concludes that none of the circumstances described in Public Resources Code section 21166 or State CEQA Guidelines section 15162 have occurred, and thus no supplemental or subsequent EIR is required; and WHEREAS, 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 TPA's; and WHEREAS, on September 28, 2020 at a duly noticed public hearing, the Planning Commission recommended City Council adoption of the 2020 Addendum; and WHEREAS, on October 20, 2020 at a duly noticed public hearing, the City Council considered the 2020 Addendum for Site Plan Review No. 2020-01, Site Plan Review No. 2020-02, Density Bonus Agreement No. 2020-01 and Disposition and Development Agreement; and WHEREAS, all other legal prerequisites to the adoption of this Resolution have occurred. NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES RESOLVE, DETERMINE, FIND AND ORDER AS FOLLOWS: SECTION 1. The above recitals are true and correct and incorporated herein by reference. SECTION 2. State CEQA Guidelines section 15164 requires lead agencies to prepare an addendum to a previously certified EIR if some changes or additions to the project are necessary, but none of the conditions requiring preparation of a subsequent EIR are present. The City Council has reviewed and considered the 2010 EIR and the 2020 Addendum, and finds that these documents taken together contain a complete and accurate reporting of all of the potential environmental impacts associated with the proposed development. The City Council further finds that the 2020 Addendum has 55394.00053\32005762.1 7 5A-1 8 been completed in compliance with CEQA and the State CEQA Guidelines. The City Council further finds and determines that the Addendum reflects the City's independent judgment. SECTION 3. Based on the substantial evidence set forth in the record, including but not limited to the 2010 EIR and the 2020 Addendum, the City Council finds that an addendum is the appropriate document for disclosing the changes to the subject property, and that none of the conditions identified in Public Resources Code section 21166 and State CEQA Guidelines section 15162 requiring subsequent environmental review have occurred, because: (a) The proposed development does not constitute a substantial change that would require major revisions of the 2010 EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects. (b) There is not a substantial change with respect to the circumstances under which the proposed development will be developed that would require major revisions of the 2010 EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of the previously identified significant effects. (c) New information of substantial importance has not been presented that was not known and could not have been known with the exercise of reasonable diligence at the time the 2010 EIR was certified or adopted, showing any of the following: (i) that the modifications would have one or more significant effects not discussed in the earlier environmental documentation; (ii) that significant effects previously examined would be substantially more severe than shown in the earlier environmental documentation; (iii) that mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects, but the applicant declined to adopt such measures; or (iv) that mitigation measures or alternatives considerably different from those analyzed previously would substantially reduce one or more significant effects on the environment, but which the applicant declined to adopt. SECTION 4. The City Council hereby finds that mitigation measures identified in the 2010 EIR remain applicable to the Transit Zoning Code. These findings are laid out more specifically in the Mitigation Monitoring and Reporting Program ("MMRP") attached hereto as Exhibit A. The City Council therefore hereby adopts those mitigation measures identified as remaining applicable to the Transit Zoning Code, through the MMRP attached hereto and incorporated herein as Exhibit A. Applicant shall be solely responsible for the implementation of all mitigation measures in the MMRP applicable to any aspect of the proposed mixed -use development project. SECTION 5. The City Council hereby approves and adopts the 2020 Third and Broadway Addendum related to Site Plan Review No. 2020-01, Site Plan Review No. 2020-02 and Density Bonus Agreement No. 2020-01, attached hereto and incorporated herein as Exhibit B. SECTION 6. The Applicant shall indemnify, protect, defend and hold the City and/or any of its officials, officers, employees, agents, departments, agencies, 55394.00053\32005762.1 7 5A-1 9 authorized volunteers, and instrumentalities thereof, harmless from any and all claims, demands, lawsuits, writs of mandamus, and other and proceedings (whether legal, equitable, declaratory, administrative or adjudicatory in nature), and alternative dispute resolution procedures (including, but not limited to arbitrations, mediations, and such other procedures), judgments, orders, and decisions (collectively "Actions"), brought against the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof, that challenge, attack, or seek to modify, set aside, void, or annul, any action of, or any permit or approval issued by the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof (including actions approved by the voters of the City) for or concerning the project, whether such Actions are brought under the Ralph M. Brown Act, California Environmental Quality Act, the Planning and Zoning Law, the Subdivision Map Act, Code of Civil Procedure sections 1085 or 1094.5, or any other federal, state or local constitution, statute, law, ordinance, charter, rule, regulation, or any decision of a court of competent jurisdiction. It is expressly agreed that the City shall have the right to approve, which approval will not be unreasonably withheld, the legal counsel providing the City's defense, and that Applicant shall reimburse the City for any costs and expenses directly and necessarily incurred by the City in the course of the defense. City shall promptly notify the Applicant of any Action brought and City shall cooperate with Applicant in the defense of the Action. SECTION 7. The City Council directs staff to prepare, execute and file a CEQA Notice of Determination with the Orange County Clerk's Office within five working days of the City Council's approval of Site Plan Review No. 2020-01, Site Plan Review No. 2020-02, Density Bonus Agreement No. 2020-01 and Disposition and Development Agreement for the Third and Broadway Mixed -Use Development Project. SECTION 8. The 2010 El and the 2020 Addendum, and any other documents and materials that constitute the record of proceedings upon which these findings have been based are on file, are incorporated herein by reference and are available for public review at Santa Ana City Hall, Planning and Building Agency, M20, 20 Civic Center Plaza, Santa Ana, California 92701. The custodian of these records is Daisy Gomez, City Clerk for the City. 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 day of 12020. Miguel A. Pulido Mayor APPROVED AS TO FORM: 55394.00053\32005762.1 7 5A-2 0 Sonia R. Carvalho City Attorney By: Ryan b, Ho ibe Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers 55394.00053\32005762.1 7 5A-21 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, DAISY GOMEZ, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2020-xx to be the original resolution adopted by the City Council of the City of Santa Ana on Date: Clerk of the Council City of Santa Ana 55394.00053\32005762.1 7 5A-2 2 EXHIBIT A MITIGATION MONITORING AND REPORTING PROGRAM The Mitigation Monitoring and Reporting Program (MMRP) is available online at: https://www.santa-ana.orq/pb/planning-division/major-planning-projects-and- monthly-development-project-reports/3rd-and-0 Or by visiting: Planning and Building Agency — Planning Division Public Counter 20 Civic Center Plaza Santa Ana, CA 92701 55394.00053\32005762.1 7 5A-2 3 EXHIBIT B THIRD AND BROADWAY EIR ADDENDUM The Third and Broadway Project EIR Addendum and Technical Appendices are available online at: https://www.santa-ana.orq/pb/planning-division/major-planning-projects-and- monthly-development-protect-reports/3rd-and-0 Or by visiting: Planning and Building Agency — Planning Division Public Counter 20 Civic Center Plaza Santa Ana, CA 92701 55394.00053\32005762.1 7 5A-24 EXHIBIT 2 RESOLUTION NO. 2020-xx A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING DENSITY BONUS AGREEMENT NO. 2020-01, SITE PLAN REVIEW NO. 2020-01, AND SITE PLAN REVIEW NO. 2020-02 AS CONDITIONED FOR A NEW MIXED -USE AND HOTEL DEVELOPMENT LOCATED AT 201 WEST THIRD 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. Michael Harrah, representing Caribou Industries Inc. (hereinafter referred to as "Applicant'), is requesting approval of Density Bonus Agreement No. 2020-01, Site Plan Review No. 2020-01, and Site Plan Review No. 2020- 02, as conditioned to allow the construction of a new mixed -use development consisting of 171 residential units, 13,419 square foot commercial development and a 75-room hotel at 201 West Third Street. B. The Transit Zoning Code was adopted in 2010 as a result of interest in developing transit -oriented mixed -use residential and commercial projects in its project area. The Transit Zoning Code was amended in 2019 to modernize and refine development standards to further these interests. The regulating plan, which establishes land uses and development standards, allows a variety of housing and commercial projects, including mixed -use residential communities, live/work units, hotels, and offices. C. The California Density Bonus Law (California Government Code Section 65915 et seq.) 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/concessions or waivers that would help the project be built without significant burden and without detriment to public health. D. On September 28, 2020, the Planning Commission of the City of Santa Ana held a duly noticed public hearing regarding Density Bonus Agreement No. 2020-01, Site Plan Review No. 2020-01 and Site Plan Review No. 2020-02 at that time considered all testimony, written and oral and recommended City Council approval of the entitlements. E. On October 20, 2020, the City Council of the City of Santa Ana held a duly noticed public hearing regarding Density Bonus Agreement No. 2020-01, Resolution No. 2020-xx 75A-25 Page 1 of 18 Site Plan Review No. 2020-01, Site Plan Review No. 2020-02 and Disposition and Development Agreement at that time considered all testimony, written and oral. F. Sections 41-2007 and 41-593.5 of the Santa Ana Municipal Code (SAMC) requires a review by the Planning Commission and City Council of all plans for developments of over four stories within the Transit Zoning Code (Specific Development No. 84) to ensure the project is in conformity with the overlay zone plan. G. The zoning designation for the subject property is Specific Development No. 84. Downtown sub -zone. H. The City Council determines pursuant to SAMC Sections 41-2007 and 41- 593.5, that the mixed -use and hotel project is in compliance with all applicable development standards outlined within the Specific Development (SD No. 84/Transit Zoning Code), with the exception of required on -site residential parking, maximum stories, open space and massing which, pursuant to the California Government Code sections 65915 through 65918, may be reduced through approval of the requested Density Bonus Agreement application and off-street parking subject to approval of Variance No. 2020-02. The City Council determine that the following findings, which must be established in order to grant this Density Bonus Agreement with deviations pursuant to SAMC Section 41-1607, have been established for Density Bonus Agreement No. 2020-01 to allow construction of the proposed project: That the proposed development will materially assist in accomplishing the goal of providing affordable housing opportunities in economically balanced communities throughout the city. The proposed development will provide 152 market -rate rental units and 19 very -low income affordable units, contributing toward the City's rental housing stock to serve the needs of diverse and underserved populations. 10 studios, 6 one -bedrooms and 3 two -bedrooms very -low income units will be evenly dispersed throughout the development. The area in which the project is proposed, the Transit Zoning Code plan area, currently contains several entitled or constructed affordable and market -rate residential communities. The construction of this project will contribute toward an economically and demographically balanced community by providing housing for different demographic and income levels in an area rich with employment Resolution No. 2020-xx 75A-26 Page 2 of 18 opportunities, commercial development, market -rate housing and close to many public transportation options such as the under -construction OC Streetcar, bus routes and the Santa Ana Regional Transportation Center. 2. That the development will not be inconsistent with the purpose of the underlying zone or applicable designation in the general plan land use element. The project site is located in an area already identified in both the City's Zoning Code (the Transit Zoning Code) and General Plan (the Land Use and Housing elements) for new residential communities. The application includes a request for a 35-percent density bonus in exchange for providing eleven percent very -low income units on -site (19 units). Under the State's Density Bonus Law, developers providing eleven percent very -low income units may request a numerical density bonus of 35 percent from the base density (California Government Code Section 65915 (f)(2)). The General Plan land use designation for Downtown is District Center which allows 90 dwelling units per acre and maximum floor area ratio (FAR) of 3.0. Based on the site area of 1.41 acres at 90 dwelling units per acre 127 units are allowed. In exchange for providing eleven percent very -low income units on -site an additional 45 units are permitted through a density bonus. Therefore, the project proposes a total of 171 units with a total FAR of 4.2 for the development site. Application of the floor area ratio maximum would physically preclude development of on -site affordable housing units. Furthermore, California Government Code Section 65915 (f)(5) granting a density bonus shall not require a General Plan Amendment. With approval of concessions and waivers the project is consistent with the underlying zoning development standards and General Plan. Additionally, the project supports several goals and policies within the General Plan land use element. 3. That the deviations are necessary to make it economically feasible for the Applicant to utilize a density bonus authorized for the development pursuant to section 41-1603. The proposed project requires waivers, two incentives/concessions, and for a reduction in required on - site (off-street) parking. The deviations are described as follow: Resolution No. 2020-xx 75A-27 Page 3 of 18 (a) Waiver from the General Plan Land Use Element, Downtown District Center maximum FAR of 3.0. The FAR for the entire development site is 4.2. Capping the FAR at 3.0 would physically preclude development of the project and on -site affordable housing units [Cal. Gov't Code Sec. 65915 (e)(1)]. Limiting the FAR may preclude additional stories to accommodate the affordable units and density bonus units which make the project financially feasible for the developer. (b) Waiver from Santa Ana Municipal Code Sec. 41-2011(a) — Height. The Line Block Building Type sets a maximum height of 10-stories while 16 stories are proposed. The additional stories are needed to provide affordable housing units on -site and to make the construction of a high-rise development financially feasible. In addition, the requirement to provide 211 public parking spaces on site adds an additional five stories to the overall development [Cal. Gov't Code Sec. 65915 (e)(1)]. (c) Concession 1 from Santa Ana Municipal Code Sec. 41- 2023(f) Open Space, the project's open space is designed as open roof decks rather than courtyards or forecourt. Construction of a courtyard or forecourt would substantially increase engineering costs and the development would need to be redesigned completely reducing the number of units that could be constructed on the site therefore, reducing the number of onsite affordable housing units that would result from the project [Cal. Gov't Code Sec. 65915 (d)(1)]. (d) Concession 2 from Santa Ana Municipal Code Sec. 41- 2023(i) Massing a reduction in massing at the third level would result in a reduction in public parking or redesigning and engineering the project which would reduce the financial feasibility of redeveloping the site and providing 19 onsite very -low income units [Cal. Gov't Code Sec. 65915 (d)(1)]. (e) Parking: Constructing 2.0 parking spaces per residential unit and 0.15 guest parking spaces per residential unit on the project site would require the developer to construct additional levels of parking either above- or below -grade, resulting in increased construction costs and/or a loss of an entire level of residential units. The City has identified the Transit Zoning Code area for high -intensity, mixed - use, transit -oriented development in order to reduce Resolution No. 2020-xx 75A-28 Page 4 of 18 demands for parking and traffic impacts. Pursuant to California Government Code Section 65915 (p)(1) residential developments providing eleven percent on - site affordable housing units at very -low income levels are entitled to provide on -site parking at the ratio of 1 stall for studio or one -bedroom units, and 2 stalls for two - bedroom units, inclusive of handicapped and guest parking. To address the parking reduction requested by the applicant pursuant to State Housing Law, the Applicant prepared a parking study and parking management plan (PMP). The PMP adequately outlines measurable means to provide additional parking through additional onsite valet parking, offsite parking, or a combination thereof, raising the effective parking ratios to a minimum of 2.15 parking spaces per residential unit if fully implemented. Section 2. The Applicant shall indemnify, protect, defend and hold the City and/or any of its officials, officers, employees, agents, departments, agencies, authorized volunteers, and instrumentalities thereof, harmless from any and all claims, demands, lawsuits, writs of mandamus, and other and proceedings (whether legal, equitable, declaratory, administrative or adjudicatory in nature), and alternative dispute resolution procedures (including, but not limited to arbitrations, mediations, and such other procedures), judgments, orders, and decisions (collectively "Actions"), brought against the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof, that challenge, attack, or seek to modify, set aside, void, or annul, any action of, or any permit or approval issued by the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof (including actions approved by the voters of the City) for or concerning the project, whether such Actions are brought under the Ralph M. Brown Act, California Environmental Quality Act, the Planning and Zoning Law, the Subdivision Map Act, Code of Civil Procedure sections 1085 or 1094.5, or any other federal, state or local constitution, statute, law, ordinance, charter, rule, regulation, or any decision of a court of competent jurisdiction. It is expressly agreed that the City shall have the right to approve, which approval will not be unreasonably withheld, the legal counsel providing the City's defense, and that Applicant shall reimburse the City for any costs and expenses directly and necessarily incurred by the City in the course of the defense. City shall promptly notify the Applicant of any Action brought and City shall cooperate with Applicant in the defense of the Action. Section 3. In accordance with the California Environmental Quality Act (CEQA), the City Council of the City of Santa Ana has, as a result of its consideration of the record as a whole and the evidence presented at the hearings on this matter, determined that, as required pursuant to the California Environmental Quality Act (CEQA) and the State CEQA Guidelines, Environmental Review No. 2019-85 meets all the requirements of CEQA: Resolution No. 2020-xx 75A-29 Page 5 of 18 Based on the substantial evidence set forth in the record, including but not limited to the 2010 EIR and the 2020 Third & Broadway Addendum, the City Council finds that an addendum is the appropriate document for disclosing the changes to the subject properties, and that none of the conditions identified in Public Resources Code section 21166 and State CEQA Guidelines section 15162 requiring subsequent environmental review have occurred, because: A. The project does not constitute a substantial change that would require major revisions of the 2010 EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects. B. There is not a substantial change with respect to the circumstances under which the project will be developed that would require major revisions of the 2010 EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of the previously identified significant effects. C. New information of substantial importance has not been presented that was not known and could not have been known with the exercise of reasonable diligence at the time the 2010 EIR was certified or adopted, showing any of the following: (i) that the modifications would have one or more significant effects not discussed in the earlier environmental documentation; (ii) that significant effects previously examined would be substantially more severe than shown in the earlier environmental documentation; (iii) that mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects, but the applicant declined to adopt such measures; or (iv) that mitigation measures or alternatives considerably different from those analyzed previously would substantially reduce one or more significant effects on the environment, but which the applicant declined to adopt. Section 4. The City Council of the City of Santa Ana, after conducting the public hearing, hereby approves Density Bonus Agreement No. 2020-01, Site Plan Review No. 2020-01, Site Plan Review No. 2020-02 as conditioned in Exhibit A, attached hereto and incorporated as though fully set forth herein. This decision is based upon the evidence submitted at the above said hearing, which includes, but is not limited to: the Request for City Council Action dated October 20, 2020, and exhibits attached thereto; and the public testimony, written and oral, all of which are incorporated herein by this reference. ***Signatures on following page*** ADOPTED this day of 12020. Resolution No. 2020-xx 75A-30 Page 6 of 18 Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By:.,� Ryan ®0., Hodge Assistant City Attorney /d\'1�91 I0107�91 Councilmembers Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, DAISY GOMEZ, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2020-xx to be the original resolution adopted by the City Council of the City of Santa Ana on Date: Clerk of the Council City of Santa Ana Resolution No. 2020-xx 75A-31 Page 7 of 18 EXHIBIT A Conditions for Approval for Site Plan Review No. 2020-01, Site Plan Review No. 2020-02 and Density Bonus Agreement No. 2020-01 Site Plan Review No. 2020-01, Site Plan Review No. 2020-02 and Density Bonus Agreement No. 2020-01 are approved subject to compliance, to the reasonable satisfaction of the Planning Manager, with applicable sections of the Santa Ana Municipal Code, the California Administrative Code, the California Building Standards Code, and all other applicable regulations. In addition, it shall meet the following conditions of approval: The Applicant must comply with each and every condition listed below Prior to exercising the rights conferred by this site plan review. The Applicant must remain in compliance with all conditions listed below throughout the life of the development project. Failure to comply with each and every condition may result in the revocation of the site plan review. A. Planning Division All proposed site improvements must conform to the Development Project Review approval of DP No. 2019-32 and the staff report exhibits. 2. Any amendment to this site plan review, including modifications to approved materials, finishes, architecture, site plan, landscaping, unit count, mix, and square footages must be submitted to the Planning Division for review. At that time, staff will determine if administrative relief is available or if the site plan review must be amended. 3. A residential property manager shall be on site at all times that the project is occupied and the developer and on -site management shall at all times maintain a 24-hour emergency contact and contact information on file with the City. 4. The Project shall implement the Parking Management Plan dated September 9, 2020. 5. The Project shall include a publicly -accessible amenity area available to the public on a semi -regular basis, upon agreement by the public and Applicant, but in no instances less than four times per year for community -serving purposes. Any revisions to the proposed projects to include said amenity area, or any required modifications to accommodate said amenity area, shall be reviewed for substantial conformance during Building Division plan check. 6. All mechanical equipment shall be screened from view from public and roof deck amenity areas. Resolution No. 2020-xx 75A-32 Page 8 of 18 7. Prior to issuance of any building permits, the Applicant shall submit a detailed rooftop plan to the Planning Division for review and approval demonstrating that the unoccupied lower level rooftops, visible from the building levels above, incorporate artificial green roofs and water infiltration planters as shown on the DP No. 2019-32 plans. 8. Prior to the issuance of any building permits, the Applicant shall submit a final detailed amenity plan to the Planning Division for review and approval. The plan shall include details on the hardscape design, lighting concepts and outdoor furniture for amenity decks and plaza areas as well as an installation plan. The exact specifications for these items are subject to the review and approval by the Planning Division. 9. Prior to issuance of building permits, the Applicant shall submit a construction schedule and staging plan to the Planning Division for review and approval. The plan shall include perimeter construction signage with a contact phone number, construction hours, staging areas, parking and site security/screening during project construction. 10. Prior to installation of landscaping, the Applicant shall submit photos and specifications of all trees to be installed on the project site to the Planning Division review and approval. Specifications shall include, at a minimum, the species, box size (24 inches minimum), brown trunk height (10-foot minimum), and name and location of the supplier. 11. After Project occupancy, landscaping and hardscape materials must be maintained as shown on the approved landscape plans. 12. A Resident Storage Plan shall be provided for the Project prior to occupancy. Storage shall be available at no cost to the residents. 13. Prior to Certificate of Occupancy issuance, public art shall be installed on the Project site at a value of one-half of one percent (0.5%) of the total valuation of both buildings. The art shall be installed on the north, east, west and south elevations of the mixed -use project and on the south elevation of the hotel project in the areas depicted on the DP No. 2019-32 plans. The selection, design, and installation of the art shall be subject to review and approval by the Planning and Building Agency, the Community Development Agency, and the Applicant. 14. Prior to Certificate of Occupancy issuance, a Property Maintenance Agreement must be recorded against the property. The agreement will be subject to review and applicability by the Planning and Building Agency, the Community Development Agency, the Public Works Agency, 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) Resolution No. 2020-xx 75A-33 Page 9 of 18 shall execute a Maintenance Agreement with the City of Santa Ana 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: (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, requirements and restrictions, as applicable (including but not limited to hours of operation, security requirements, the proper storage and disposal of trash and debris, enforcement of the parking management plan, 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, 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 Resolution No. 2020-xx 75A-34 Page 10 of 18 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. (h) The execution and recordation of the Maintenance Agreement shall be a condition precedent to the issuance of final approval for any construction permit related to this entitlement. Resolution No. 2020-xx 75A-35 Page 11 of 18 Exhibit 3 RESOLUTION NO. 2020-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING A DISPOSITION AND DEVELOPMENT AGREEMENT BETWEEN THE CITY OF SANTA ANA AND CARIBOU INDUSTRIES, INC. FOR THE PROPERTY GENERALLY LOCATED AT 201 WEST 3RD STREET, SANTA ANA, CALIFORNIA (APN 398-264-13) BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. The City owns that certain real property generally located at 201 West Third Street, Santa Ana, California 92701, and as more particularly described in the legal description(s) attached to this Resolution as Exhibit "A" of the "Disposition and Development Agreement' attached hereto as Exhibit "A" and depicted as APN 398-264- 13 (the "Property"). B. On September 16, 2014, the City Council unanimously directed the Planning and Building Agency to release a Request for Qualifications for the Third and Broadway Development Project ("RFQ"). A hotel was one of the components the City Council desired and the request for a hotel was listed in the RFQ. C. The City received five proposals, but only one proposal, by Caribou Industries, Inc., included a hotel component. D. The Development and Transportation Council Committee was presented the Proposals, and directed staff to contact all of the development firms that had submitted proposals and provide them a second opportunity to submit new proposals that would include a hotel component. E. Four of the development firms resubmitted proposals. Only one of the four, Caribou Industries, Inc. included a hotel component. F. On April 27, 2017, City and Developer entered into an Exclusive Negotiating Agreement to discuss proposed terms for the disposition of the City Property and development of the proposed mixed -use hotel and commercial/retail project on the City Property and the Developer Property. G. On July 5, 2017, the Parties entered into a First Amendment to the Exclusive Negotiation Agreement, and on January 11, 2019, the Parties entered in to a Second Amended and restated Exclusive Negotiation Agreement (No. A-2018-002) which expired on its own terms on April 28, 2019. tbA 6 H On May 7, 2019, the Parties entered into a Second Exclusive Negotiation Agreement (No. A-2019-062) which was effective until May 7, 2020. I. On April 22, 2020, the Parties entered into the First Amendment to the Second Exclusive Negotiation Agreement, which is effective until November 6, 2020. J. The Developer proposes the development of the Property with a Mixed Use Project including apartments, commercial (including retail and food/beverage establishments), a seventy-five (75) room Hotel Project and a Parking Structure, which will contain 444 total parking spaces including 211 public parking spaces ("Project'). K. In compliance with Government Code Sections 52201 and 53083, the City has prepared and made available to the public, and City Council has reviewed the Summary and Subsidy Report detailing the sale of the Property as furtherance of an economic opportunity for the City. L. Pursuant to Government Code Section 52200.2 the sale of this Property is an Economic Opportunity for the City, for the following reasons: 1. The sale of the Property will result in an increase of at least 15 percent of total property tax resulting from the Project at full implementation when compared to the year prior to the Property being acquired by the City. Government Code Section 52200.2(b). 2. The Project will result in the creation of nineteen affordable housing units. Government Code Section 52200.2(c) 3. The Project is a transit priority project (see Public Resources Code Section 21155(b)) in compliance with Government Code Section 522002(e): (a) The Projects contains 63% residential use based on total building square footage and has a floor area ratio of 4.2. (b) The Project has a minimum density of 121 dwelling units per acre. (c) the Project is within a transit priority area as defined by Public Resources Code (PRC) Section 21099(a)(7). A transit priority area 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 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). t bA-i / M. On September 28, 2020, the Planning Commission held a duly noticed public hearing, and by a vote of 6:0 (Commissioner Phan abstained) voted to: 1. Adopt a resolution approving an addendum to the Environment Impact Report for the Transit Zoning Code Project (SCH NO. 2006071100) and adoption of a mitigation monitoring and reporting program for Variance No. 2020-05 and Tentative Parcel Map No. 2020-02. 2. Adopt a resolution approving Variance No. 2020-05 for the hotel off- street parking requirements as conditioned. 3. Adopt a resolution approving Tentative Parcel Map No. 2020-02 as conditioned. 4. Recommend that the City Council: a. Adopt a resolution approving an addendum to the Environment Impact Report for the Transit Zoning Code Project (SCH NO. 2006071100) and adoption of a mitigation monitoring and reporting program for Density Bonus Agreement Application No. 2020-01, Site Plan Review No. 2020-01, Site Plan Review No. 2020-02, and the Disposition and Development Agreement. b. Adopt a resolution approving Density Bonus Agreement Application No. 2020-01 with concessions and waivers, Site Plan Review No. 2020-01 for a mixed -use development and Site Plan Review No. 2020- 02 for a hotel as conditioned. N. On October 20, 2020 the City Council held a duly noticed public hearing, and at that time considered all testimony, written and oral. O. The proposed Project and Parking Structure will result in the redevelopment of underutilized land and aging structures, development of apartments and hotel rooms to accommodate a demand in Downtown Santa Ana and to the nearby Orange County Courthouse facility, increased employment opportunities within the City and additional property taxes, sales taxes and transient occupancy taxes produced from the Project. P. The City Council finds and determines that the Disposition and Development Agreement (DDA) is in the best interest of the City and the community. NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Santa Ana hereby finds, determines and declares as follows that: Section 1. The recitals are true and correct and are incorporated into this Resolution by this reference. t bA-ib Section 2. CEQA Compliance. In accordance with the California Environmental Quality Act (CEQA), the City Council of the City of Santa Ana has, as a result of its consideration of the record as a whole and the evidence presented at the hearings on this matter, determined that, as required pursuant to the California Environmental Quality Act (CEQA) and the State CEQA Guidelines, Environmental Review No. 2019-85 meets all the requirements of CEQA. Based on the substantial evidence set forth in the record, including but not limited to the 2010 EIR and the 2020 Third & Broadway Addendum, the City Council finds that an addendum is the appropriate document for disclosing the changes to the subject properties, and that none of the conditions identified in Public Resources Code section 21166 and State CEQA Guidelines section 15162 requiring subsequent environmental review have occurred. because: A. The project does not constitute a substantial change that would require major revisions of the 2010 EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects. B. There is not a substantial change with respect to the circumstances under which the project will be developed that would require major revisions of the 2010 EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of the previously identified significant effects. C. New information of substantial importance has not been presented that was not known and could not have been known with the exercise of reasonable diligence at the time the 2010 EIR was certified or adopted, showing any of the following: (i) that the modifications would have one or more significant effects not discussed in the earlier environmental documentation; (ii) that significant effects previously examined would be substantially more severe than shown in the earlier environmental documentation; (iii) that mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects, but the applicant declined to adopt such measures; or (iv) that mitigation measures or alternatives considerably different from those analyzed previously would substantially reduce one or more significant effects on the environment, but which the applicant declined to adopt. Section 3. Approval of DDA. The City Council of the City of Santa Ana approves the DDA, in substantially the form attached to this Resolution as Exhibit "A," and authorizes the City Manager, acting on behalf of the City Council, to sign and enter into the DDA and perform the obligations of the City Council pursuant to the DDA. Section 4. The applicant shall indemnify, protect, defend and hold the City and/or any of its officials, officers, employees, agents, departments, agencies, authorized volunteers, and instrumentalities thereof, harmless from any and all claims, demands, lawsuits, writs of mandamus, and other and proceedings (whether legal, equitable, declaratory, administrative or adjudicatory in nature), and alternative dispute resolution procedures (including, but not limited to arbitrations, mediations, and such other procedures), judgments, orders, and decisions (collectively "Actions"), brought against the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof, that challenge, attack, or seek to modify, set aside, void, or annul, any action of, or any permit or approval issued by the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof (including actions approved by the voters of the City) for or concerning the project, whether such Actions are brought under the Ralph M. Brown Act, California Environmental Quality Act, the Planning and Zoning Law, the Subdivision Map Act, Code of Civil Procedure sections 1085 or 1094.5, or any other federal, state or local constitution, statute, law, ordinance, charter, rule, regulation, or any decision of a court of competent jurisdiction. It is expressly agreed that the City shall have the right to approve, which approval will not be unreasonably withheld, the legal counsel providing the City's defense, and that applicant shall reimburse the City for any costs and expenses directly and necessarily incurred by the City in the course of the defense. City shall promptly notify the applicant of any Action brought and City shall cooperate with applicant in the defense of the Action. Section 5. Severability. If any provision of this Resolution or the application of any such provision to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications of this Resolution that can be given effect without the invalid provision or application, and to this end the provisions of this Resolution are severable. The City Council declares that the City Council would have adopted this Resolution irrespective of the invalidity of any particular portion of this Resolution. Section 6. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of Council shall attest to and certify the vote adopting this Resolution. t bA-40 ADOPTED this day of , 2020. Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: Ryan O. H'odge Assistant City Attorney AYES NOES: ABSTAIN: NOT PRESENT Councilmembers Councilmembers Councilmembers Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Daisy Gomez, Clerk of the Council do hereby attest to and certify the attached Resolution No. 2020-OXX to be the original resolution adopted by the City Council of the City of Santa Ana on March _, 2020. Date Daisy Gomez Clerk of the Council City of Santa Ana t bA-461 EXHIBIT A DISPOSITION AND DEVELOPMENT AGREEMENT [Attached behind this cover page] 7U-42 EXHIBIT 4 REQUEST FOR Planning Commission Action PLANNING COMMISSION MEETING DATE: SEPTEMBER 28, 2020 TITLE: PUBLIC HEARING — ENVIRONMENTAL REVIEW NO. 2019-85 FOR DENSITY BONUS AGREEMENT APPLICATION NO. 2020-01, SITE PLAN REVIEW NO. 2020-01, SITE PLAN REVIEW NO.2020-02, VARIANCE NO. 2020-05, AND TENTATIVE PARCEL MAP NO. 2020- 02 TO ALLOW CONSTRUCTION OF A MIXED -USE DEVELOPMENT AND HOTEL AT 201 WEST THIRD STREET Prepared by Selena Kelaher, AICP M1 Executive Director RECOMMENDED ACTION PLANNING COMMISSION SECRETARY APPROVED ❑ As Recommended ❑ As Amended ❑ Set Public Hearing For DENIED ❑ Applicant's Request ❑ Staff Recommendation CONTINUED TO 14/ 1� /OZ=4- b Planning Manager 1. Adopt a resolution approving an addendum to the Environment Impact Report for the Transit Zoning Code Project (SCH NO. 2006071100) and adoption of a mitigation monitoring and reporting program for Variance No. 2020-05 and Tentative Parcel Map No. 2020-02. 2. Adopt a resolution approving Variance No. 2020-05 for the hotel off-street parking requirements as conditioned. 3. Adopt a resolution approving Tentative Parcel Map No. 2020-02 as conditioned. 4. Recommend that the City Council: a. Adopt a resolution approving an addendum to the Environment Impact Report for the Transit Zoning Code Project (SCH NO. 2006071100) and adoption of a mitigation monitoring and reporting program for Density Bonus Agreement Application No. 2020-01, Site Plan Review No. 2020-01, Site Plan Review No. 2020-02, and the Disposition and Development Agreement. b. Adopt a resolution approving Density Bonus Agreement Application No. 2020-01 with concessions and waivers, Site Plan Review No. 2020-01 for a mixed -use development and Site Plan Review No. 2020-02 for a hotel as conditioned. Executive Summary Mike Harrah, representing Caribou Industries, is requesting approval of multiple entitlements to facilitate construction of the Third & Broadway mixed -use development, consisting of two separate buildings, 171 residential units, 13,419 square feet of commercial space, and a 75-room hotel at 201 West Third Street. Specifically, the applicant gtpting approval of a density bonus agreement DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02/VAR No. 2020-05/TPM No. 2020-02 Third & Broadway Mixed -Use Development September 28, 2020 Page 2 (DBA), two site plan review (SPR) applications, a variance, and a tentative parcel map (TPM). As proposed, the development will include 19 very -low income units on site and requires approval of a density bonus agreement memorializing the density bonus, parking reductions, two concessions, and waivers from the Transit Zoning Code's (TZC) development standards. A variance application is also being requested to utilize the Santa Ana Municipal Code (SAMC) Section 41-1344 standards for hotel off-street parking and to allow deviations from the off-street parking access requirement. Lastly, a tentative parcel map is proposed to create two development sites and establish airspace to allow for separate interest and ownership of public parking spaces and to provide vehicular and pedestrian access to a private street through a public access easement. Redevelopment of this site commenced in 2014, when the City initiated the process to embark upon a Public/Private Partnership to replace a dilapidated parking structure that divides Downtown Santa Ana with a development that benefitted the City. Staff is recommending approval of the applicant's request due to the project's compliance with the intent of the TZC to promote a pedestrian - oriented environment with a mix of land uses, redevelopment of underutilized land and an aging parking structure, increased employment opportunities within the City, additional property taxes, sales taxes, hotel visitor's tax revenue, the production of on -site affordable housing units, and reconstruction of a roadway that will help reconnect portions of Downtown. The Planning Commission is the final approving body of the Tentative Parcel Map and Variance applications and would need to approve the addendum to the Environmental Impact Report (EIR) for the said actions. The recommendations of the Planning Commission on the addendum to the TZC EIR, Density Bonus Agreement (DBA), and Site Plan Review (SPR) applications will be forwarded to City Council for review. Separately, the City Council will be considering a Disposition and Development Agreement (DDA) for the sale the property for the City -owned parking structure. Table 1: Project and Location Information Project Address 201 West Third Street Nearest Intersection Third Street and Broadway General Plan Designation District Center (DC) Zoning Designation Transit Zoning Code (Specific Development No. 84), Downtown sub - zone Surrounding Land Uses (Exhibit 2) Commercial North Commercial East Commercial and Parking and Residential (South) Commercial West Site Size 1.41 acres combined Parcel 1: 0.89 acres; Parcel 2: 0.52 acres Existing Site Development 3-level public parking structure with 440 spaces Use Permissions Mixed -use projects permitted by Section 41-2006 and Section 41-2007 of the SAMC. Code Sections Affected Uses DBA required pursuant to SAMC Sec. 41- 1600; SPR required pursuant to SAMC Sec. 41-2007; VAR required pursuant to SAMC Sec. 41-632; TPM required pursuant to SAMC Article V. Development Standards Transit Zoning Code, SAMC Sec. 41-2011, 41-2022 and 41-2023 75A-44 DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02/VAR No. 2020-05/TPM No. 2020-02 Third & Broadway Mixed -Use Development September 28, 2020 Page 3 Project Description The project proposes demolition of the City -owned public parking structure at 201 West Third Street and construction of a mixed -use development and hotel on two sites (Exhibits 3 through 9). In addition, Sycamore Street would be reconstructed between Third and Fourth Streets. A full description of each building's conformance to development standards is provided in Exhibit 10 to this staff report. Table 2: Project Summary Units/Rooms 171 units 75 rooms Building Square 197,726 SF _ 63,069 SF Foota a SF) Unit Mix/Room 95 studios 66 standard rooms 51 one -bedrooms 9 suites 25 two -bedrooms Unit SF 547 to 722 SF one -bedrooms 418 to 527 SF standard rooms 625 to 968 SF one -bedrooms 855 SF suites 1,002 to 1,637 two-bedrooms/penthouse Commercial SF 13,419 SF 520 to 3,692 SF units N/A Hei ht & Stories 16 stories, 193'-10" 10-stories Parking 196 spaces _ 83 spaces 1 space/1 bedroom and 2 spaces/2 bedroom 1 space per room + 1 space per 10 rooms Open Space/ 181 floor: 731 SF lobby and 727 SF lobby 15t floor: 4,046 SF lobby Amenities 31d floor: 1,184 SF public outdoor deck 3'" floor: 734 sf public outdoor area 4th floor: 731 SF fitness room, 730 SF outdoor deck 4th 6th 8th floors: 287 SF guest terrace 5th floor: 733 SF event space, 3,901 outdoor deck 5th 9th floors: 287 SF amenity space 16th floor: 2,925 SF rooftop pool deck 7th floor: 287 SF meeting room 10th floor: 3,722 SF seating area, 853 SF meeting room and 287 SF terrace Parking A total of 490 parking spaces will be provided for the entire development: 211 public parking spaces, 196 residential parking spaces, 83 hotel parking spaces (41 standard spaces and 42 mechanical stacker (lift) spaces). Vehicular access to the public, residential, reserved hotel valet parking, and mechanical stackers (lifts) will be from a City alley immediately north of the site between Third and Fourth streets. Pedestrian access to and from the parking structure is provided from stairs and an elevator that lead to a lobby that is accessible from Sycamore Street. A hotel valet parking drop-off zone will be on Sycamore Street immediately adjacent to the hotel lobby. One subterranean level of parking below Sycamore Street will span the entire development site, and eight levels of above -grade parking will be provided. The lower levels of the parking structure (Levels P1 through 5) are reserved for 211 public parking spaces and 37 hotel valet parking spaces. The upper levels of the parking structure (Levels 5 through 8, 196 spaces total) are reserved for the residential development. A total of 83 hotel parking spaces will be provided through a combination of 42 parking lifts, 4 ADA parking spaces, and the 37 reserved valet parking spaces within the adjacent parking structure (Levels P1, 4 and 5). 75A-45 DBA No. 2020-01/SPR No. 2020-01/SPR No Third & Broadway Mixed -Use Development September 28, 2020 Page 4 Architecture & Amenities 2020-02NAR No. 2020-05/TPM No. 2020-02 The architectural style of the development is California Contemporary, which is one of the six architectural styles permitted by the TZC. The mixed -use building has been designed as three distinct masses, with an open roof deck at the fourth and fifth levels to provide views of the W.H. Spurgeon Building's clock tower to the north. The three recessed and projecting volumes have separate architectural elements to create the appearance of multiple masses ratherthan one single structure. The corner of Broadway and Third Street features a public plaza that will include a statement evergreen tree. The building's ground level details, such as tan masonry brick street walls and recessed retail entrances, will link the project to the existing environment and is similar to the buildings that characterize Downtown Santa Ana. The middle building mass is comprised mainly of the parking structure, which will be screened with angled perforated metal panels with a brass finish. The upper portion of the building contains the residential units with floor -to -ceiling glass windows and balconies that span each level. The portions of the lower level roofs visible from above will incorporate artificial green roofs and water infiltration planters. The hotel is a contemporary building designed generally as a single mass. The building will also feature a 4,046-square foot ground -level lobby, 300-square foot meeting space on the seventh floor, 853-square foot meeting room on the tenth floor, 300-square foot amenity rooms, outdoor terraces and balconies, and a roof deck with a kitchen and outdoor seating that will overlook Downtown Santa Ana. It is proposed that the rooftop will be accessible to the public and provide food and beverage service. The exterior of the building includes high quality material such a white marble with contrasting grey metal panels and bronze window frames that will create a visual icon within Downtown Santa Ana. The upper levels will be recessed from the base of the building creating a publicly accessible deck and private hotel room decks on the third level that overlook Sycamore Street. Public wall art is proposed on each elevation of the residential building and at the ground level of the south elevation (along Third Street) of the hotel building. To promote walkability, sidewalks ten feet in width will be provided along base of the buildings, benches will be installed at the corners of Sycamore and Third Street, and new Sycamore trees along Sycamore Street will be planted. With proper permits and approvals, it is intended that Sycamore Street could be closed temporarily for events such as a farmer's market or artisan fair, with City approvals. Project and Site Background Site Background The site's existing public parking structure was constructed in the early 1980s. The structure consists of 440 parking spaces (an approximately 146,055-square foot, three -level structure) that provides both daily and monthly public parking. The parking structure is in need of significant repairs to fix structural shoring, drainage, circulation and outdated parking equipment issues. 75A-46 DBA No. 2020-01/SPR No. 2020-01/SPR No. Third & Broadway Mixed -Use Development September 28, 2020 Page 5 Setting 2020-02/VAR No. 2020-051TPM No. 2020-02 The TZC was adopted in July 2010 and updated in 2019; it provides a framework for transit -oriented mixed -use, residential, commercial, and limited industrial activities in a large section of central Santa Ana. The Downtown sub -zone in which the project is proposed allows a variety of mixed -use developments intended to contribute to creating a dynamic, transit -oriented area for residents, business owners, and visitors, and to lessen the need for automobile dependence. The project site is not within the Downtown National Register District; however, the boundary of the Downtown National Register District surrounds the project site to the north, west, east and a portion of the south. Planning for the OC Streetcar began in 2008. The fixed -guideway will traverse 4.15 miles throughout Santa Ana and will serve as a last -mile connection from the Santa Ana Regional Transportation Center through Downtown and to the City of Garden Grove. The project is currently under construction and is expected to be operational in 2022. An OC Streetcar stop is planned at Fourth Street between Broadway and Sycamore Street, which is one block from the subject site. Request for Qualifications In 2014, City Council directed the Planning and Building Agency to release a Request for Qualifications (RFQ) searching for a developer that would reconstruct the site's parking, develop the site, and include a hotel component. Five proposals were received in response to the RFQ and only the Caribou Industries proposal included a hotel. In 2017, the City entered into an Exclusive Negotiation Agreement (ENA) with Caribou Industries for the Third & Broadway project. Since then the Community Development Agency has been working with Caribou Industries to complete the DDA regarding the sale of the property and reconstruction of public parking spaces. Following the Planning Commission's review of the entitlements for redevelopment of the site, the DDA will be presented to the City Council for review and approval. Analysis of the Issues Site Plan Review Section 41-2005 of the SAMC requires developments proposing over four stories in height to submit a SPR application to the Planning Commission. As the buildings in the proposed development are proposed to be 16 and 10 stories, approval of two individual SPR applications is required. The mixed -use development will be a 16-story urban building within the Downtown zone and will not be detrimental to the harmonious development of the City or impair the desirability of investment or occupation of the Downtown neighborhood. The development will facilitate the replacement of a parking structure with no features of pedestrian interest with a multi -story building with pedestrian oriented retail, service, and residential uses. In addition, the inclusion of 19 very -low income housing units creates housing opportunities for very -low income households within a highly amenitized mixed - income development. Conditions of approval for public art, public access to the fifth floor deck and community room, and compliance with a parking management plan are included in the SPR. 75A-47 DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02/VAR No. 2020-05/TPM No. 2020-02 Third & Broadway Mixed -Use Development September 28, 2020 Page 6 The hotel conforms to the building form, character and quality of the Downtown zone. The hotel will be the first in Downtown and can cater to individuals doing business at the nearby government facilities and office buildings. Additionally, the hotel will make Downtown Santa Ana available as an overnight destination to those visiting the Orange County area. The development site is accessible to the OC Streetcar, Santa Ana Regional Transportation Center, and local bus routes. Redevelopment of the superblock into two development sites with a new sidewalk and street grid will link the existing Artist Village and west -end commercial uses with the rest of Downtown to help activate the area. Furthermore, the development is consistent with General Plan Land Use Element Goals 1, 2, 3 and 4 and several policies (Policies 1.1, 3.7, 3.1 and 4.5 and 5.1) which aim to promote development within the City's District Centers, redevelop and revitalize the City's urban areas within close proximity to transit and promote land uses that enhance the City's economic and fiscal viability. The proposed mixed -use and mixed -income community and hotel satisfies the goals by providing onsite affordable units in a highly-amenitized development and in Downtown, reducing the need for automobile dependence by encouraging transit ridership and generating sales tax and hotel tax revenues. State Density Bonus Law The applicant is proposing to dedicate 11 percent of the total units (19 units, including 10 studios, 6 one -bedrooms, and 3 two -bedrooms) to be attainable to very -low income households. Therefore, the project is eligible for a density bonus, concession/incentives, waivers and parking reductions per state law (California Government Code Section 65915) in exchange for providing affordable units onsite. To ensure that the units are dedicated as affordable for a period of a minimum of 55 years the applicant will enter into a DBA with the City (Exhibit 10). The law also restricts the ability of local jurisdictions to require studies to "justify" the density bonus and requested incentives/waivers. The law places the onus on local jurisdictions to prove that the incentives/concessions or waivers are not financially warranted and requires substantial evidence determining that granting the concessions and waivers would cause detriment to public health, safety, the physical environment, or any property that is listed in the California Register of Historical Resources. Density Bonus Under the State's Density Bonus Law, developers providing 11 percent very -low income units may request a numerical density bonus of 35 percent from the base density (California Government Code Section 65915 (f)(2)). The General Plan land use designation for the site is District Center, which allows 90 dwelling units per acre and a maximum floor area ratio of 3.0. Based on the site area of 1.41 acres at 90 dwelling units per acre, 127 units are allowed. In exchange for providing 11 percent very -low income units on site, an additional 45 units are permitted through a density bonus. Therefore, the project proposes a total of 171 units with a total floor area ratio (FAR) of 4.2 for the development site. Application of the floor area ratio maximum would physically preclude development of on -site affordable housing units. 75A-48 DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02/VAR No. 2020-05/TPM No. 2020-02 Third & Broadway Mixed -Use Development September 28, 2020 Page 7 Table 3: Density Bonus Calculation •� ,.' �� - Units �- i•+44 Units •127 unitsproposed Concessions and Waivers To help make providing onsite affordable units feasible, the State law allows developers constructing 11 percent very -low income units seek up to two incentives/concessions (California Government Code Section 65915 (d)(2)(B)), and an unlimited number of waivers (California Government Code Section 65915 (e)(1)), which are essentially variances from development standards that would help the project be built. A concession may be a reduction in a site development standard, modification to a zoning code requirement or a modification to architectural design requirement that results in identifiable cost reductions. A waiver is for a standard that would physically preclude development from being built at the permitted density and with the granted concession/incentives. A development standard is defined in California Government Code Section 65915 as a site or construction condition, including, but not limited to, a height limitation, a setback requirement, FAR, an on -site open space requirement, or a parking ratio that applies to a residential development pursuant to any ordinance, general plan element, specific plan, charter or other local condition, law, policy, resolution or regulation. Table 4: Requested Incentives/ConcessionslWaivers door Area Katio 3.0 -Downtown District Center 4.2 FAR — Requires Waiver, Cal. (FAR) Gov't Code Sec. 65915 (e)(1 Sec. 41-2011(a) — The Line Block building type permits a 16 stories — Requires Waiver, Cal. Height maximum of 10 stories Gov't Code Sec. 65915 (e)(1) 1. The common open space shall be designated as a courtyard, or in the front as a forecourt. This area shall be equal to 15% of the lot and shall be open to the sky. 2. Minimum courtyard width of 20'0" when running EW and 160" when running NS. 3. 20'0" wide courts only permit architectural Common open space is not proposed Sec. 41-2023(f) — projections on two opposing sides. as a courtyard or forecourt — Open Space 4. Private open space for each dwelling unit Requires Concession 1 of 2, Cal. and no less than 50 SF and not less than Gov't Code Sec. 65915 (d)(1) 6'0" in each direction. 5. Private open space can be substituted for common open space or common interior space at an equivalent square footage. The minimum dimension of this space shall be 160" in each direction. Max. Ratios of each Story: Sec. 41-2023(i) — a.Ground Floor —100% Level 3 is proposed at 94%— Massing b. Level 2 —100% Requires Concession 2 of 2, Cal. c. Level 3-5 — 85% Gov't Code Sec. 65915 (d)(1) d. Level 6 + — 85% DBA No. 2020-01/SPR No. 2020-01/SPR No Third & Broadway Mixed -Use Development September 28, 2020 Page 8 2020-02/VAR No. 2020-05/TPM No. 2020-02 The property is within a height exempt zone. However, in the TZC Downtown zone, the Lined Block building type limits structures to a 10-story maximum, but the building is proposed to be 16-stories (193 feet, 10 inches). A waiver from the maximum number of stories is needed for the project. The six additional stories are needed to make construction of a mixed -income high-rise development financially feasible. A designed four upper story levels are needed to accommodate space for 19 on - site affordable units and 44 density bonus units. Efforts to maintain views of the W.H. Spurgeon Building's clock tower to the north of the site have been made by recessing the building mass at the fourth and fifth levels and providing a publicly accessible deck that will provide views of Downtown. In addition, the public parking stalls account for one below -grade and four above -grade levels of the building, adding to the overall height of the development. The application of the 10-story maximum building height standard would physically preclude construction of the mixed -income project. The project's open space is designed as open roof decks rather than courtyards or forecourt, as required bythe TZC. Construction of a courtyard orforecourt would substantially increase engineering costs, and the development would need to be completely redesigned. This would reduce the number of units that could be constructed on the site and therefore reducing the number of affordable housing units that would result from the project. The project exceeds the 15 percent of common and private open space requirements in regards to quantity of open space provided as a total of 10,685 square feet of common open space and 7,550 square feet of private decks are provided. The intent of specifying the massing for each level of a building is to maintain the building form of each building type. A maximum of 85 percent total coverage of the third level is permitted and 94 percent coverage is proposed. In order to maximize the number of parking stalls provided, the building footprint needs to span the building site at level three (cover 94 percent of the site). However, the urban form that the Line Block building type strives for through massing is still achieved due to the overall larger scale of the building. In addition, the levels 4 through 16 meet the prescribed massing standards. The overall building form and design is typical of the Line Block building type and typical of buildings found in a downtown urban environment. A reduction in massing at the third level would result in a reduction in public parking and reduce the financial feasibility of redeveloping the site and providing 19 on -site very -low income units. Overall, the mixed -used and mixed -income nature of the development supports the goals of the TZC. Mixed -Use Building Parking The density bonus law entitles developers to reduced parking standards. Pursuant to California Government Code Section 65915 (p)(1), residential developments providing eleven percent on -site affordable housing units at very -low income levels are entitled to provide on -site parking at the ratio of 1 stall for studio or one -bedroom units, and 2 stalls for two -bedroom units, inclusive of handicapped and guest parking. The applicant has elected to exercise the option to provide this parking ratio pursuant to the California Government Code Section (p)(1) therefore, a total of 196 parking spaces are provided. It is anticipated that employees and patrons for the commercial businesses will utilize the public parking spaces available on site and throughout Downtown. 75A-50 DBA No. 2020-01/SPR No, 2020-01/SPR No. 2020-02/VAR No. 2020-05/TPM No. 2020-02 Third & Broadway Mixed -Use Development September 28, 2020 Page 9 Table 5: Mixed -Use Parking Number of Units & Type Required Parking Per Cal. Gov t Code Section 65915 (1) Provided Parking 95-Studios 95 space 95 spaces 51 One Bedrooms 51 spaces 51 s aces 25 Two Bedrooms 50 spaces 50 spaces Total 196 spaces 196 spaces It is also important to note that under California Government Code Section 65915 (p)(4) upon request of a developer, residential developments providing 11 percent very -low income units and located within one-half mile of a major transit stop are entitled to a parking requirement of only 0.5 spaces per bedroom. The project is within 0.15 miles of the OCTA bus routes 53/53x stop at Main Street and Fourth Street, route 55 stop at Main Street and First Street and route 64/64x stop at Main Street and First Street. As such, the project is entitled to an even lower parking ratio than proposed under which a total of 98 parking spaces would be required for the 171-unit development. However, the applicant is providing 196 parking spaces, which would be an excess of 98 spaces if California Government Code Section 65915(p)(4) were exercised. To address concerns regarding the requested parking incentive, the applicant prepared a parking analysis and parking management plan (PMP) (Exhibit 12). The PMP encourages transit ridership by providing transit maps with tenant move -in packets and upon demand can provide on -site valet service to maximize use of parking areas and reserve additional residential and commercial parking spaces through long-term agreements with the City for use of nearby parking structures. The parking management plan indicates that, if needed, valet service for on -site vehicle stacking for all uses could create an additional 122 parking spaces on levels P1 through 8, raising the total on -site parking supply for the mixed -used project spaces from 196 to 318. In addition, the PMP indicates that an additional 50 offsite parking spaces could be leased on a long-term basis at on - site or nearby City -owned parking structures. When implemented, this would result in an effective parking ratio of 1.86 parking spaces per residential unit with the on -site valet service, and 2.15 spaces per unit with the additional 50 offsite spaces, which would be equivalent to the 2.15 per unit parking space requirement of the TZC. The parking study supports the parking ratio of one space for every studio and one bedroom and two spaces for every two -bedroom unit for variety of factors. These include the project's proximity to existing and future mass transit, such as standard bus service, high-capacity/express bus service, the Santa Ana Regional Transportation Center, and the under -construction OC Streetcar; the project's location within a highly-amenitized, mixed -use environment with shopping and major employment centers nearby; and proximity to nearby existing parking facilities, including parking structures, parking lots, and on -street parking. Variance — Hotel Parking The applicant is proposing to provide 83 hotel parking spaces, which would include 42 mechanical stackers, 4 ADA spaces, and 37 reserved parking spaces in the adjacent parking structure. The applicant is proposing use of Park Plus SpaceMaker Triple Parking Lifts, which is a mechanical stacking device that allows for three vehicles to be stacked above one another. Due to the need for 75A-51 DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02NAR No. 2020-05/TPM No. 2020-02 Third & Broadway Mixed -Use Development September 28, 2020 Page 10 trained operation of the system, the stacker system requires use of valet operators. In addition, hotel valet parking services would be provided for 37 vehicles in the adjacent building. Pursuant to SAMC Section 41-632, a variance for a reduction in required off-street parking and from off-street parking access requirements is required. The SAMC requires that all parking stalls be accessible and useable. The mechanical stackers do not allow for all of the parking stalls to be accessible as the system requires trained valet operators. In addition, the applicant is proposing to utilize the SAMC Section 41-1344 hotel off-street parking standard instead of the TZC's Downtown zone's non-residential off-street parking requirements. Table 6: Hotel Parking Transit Zoning Code 156 spaces 1 space per 400 square feet of non-residential uses 83 spaces; Santa Ana Municipal Code Section 41-1344 83 spaces 42 stackers 1 space per 1 room + 1 space per every 10 rooms 37 reserved spaces Requested Variance 73 spaces 4 ADA spaces The TZC parking requirements do not differentiate between hotels and other commercial uses. Therefore, the required off-street parking for all commercial uses in the TZC Downtown zone is one parking space per every 400 square feet. Application of the TZC Downtown zone standard for the 62,516 square foot hotel would require 156 parking spaces, which would be an additional 73 spaces (46-percent variance). The SAMC Section 41-1344 hotel off-street parking requirement for hotels requires one parking space for every room plus one space per every ten rooms. Application of SAMC Section 41-1344 hotel off-street parking standard, a more apt standard, would require 83 parking spaces. The applicant engaged the services of Urban Crossroads, a professional parking consulting firm, to prepare a parking analysis, which supports use of the SAMC Section 41-1344 hotel off-street parking standard due to the mixed -use nature and urban location of the project. In addition, the study notes that the SAMC Section 41-1344 hotel off-street parking standard is higher than other jurisdictions' standards, such as Anaheim, Costa Mesa and Buena Park's hotel off-street parking requirements, all of which are hotel -rich cities. Condition of approvals for the variance and hotel's SPR application have been added to require valet service and reciprocal parking and accesses easements within the adjacent mixed -use development site. Due to the project's proximity to public transportation options and to support the intended goal of creating a transit -oriented Downtown, staff supports use of the SAMC Section 41-1344 hotel off- street parking standard. Requiring an additional 73 parking spaces would be contrary to the goal of the TZC to create transit -oriented developments. Granting the variance will not be detrimental to the public welfare or injurious to surrounding properties with the conditions of approval applied to the project to manage parking through valet service. 75A-52 DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02/VAR No. 2020-05/TPM No. 2020-02 Third & Broadway Mixed -Use Development September 28, 2020 Page 11 Tentative Parcel Map Subdivision requests are governed by Chapter 34 and Chapter 41 of the SAMC. Pursuant to Section 66473.6 and 66474 of the California Subdivision Map Act, applications for tentative parcel maps are approved when it can be shown that findings can be made in support of the request. Specifically, findings related to the proposal must be made to show consistency with the General Plan, conformance to all applicable City ordinances, the project site being physically suitable for the type and density of the proposed project, the proposed project not causing substantial environmental damage or substantially and avoidably injure fish and wildlife or their habitat, not causing serious public health problems, or not conflicting with easements necessary for public access through or use of the property. The applicant is seeking approval of a tentative parcel map for condominium purposes to subdivide the 1.41-acre parcel into two parcels, create three airspace parcels and to provide public and emergency vehicle access to a private street and sidewalks (Exhibit 13). The subdivision is not to create residential condominium units for sale and ownership. The airspace parcels that are being created are referred to as condominium units and allow the parcels to have separate interests. The two parcels include Parcel 1 (the mixed -use residential building) and Parcel 2 (the hotel building). Parcels A, B, and C represent airspace parcels (set horizontal and vertical limits) of the parking areas within the structure for separate interests. The building and common areas will be managed by Covenants, Conditions and Restrictions (CC&Rs). In reviewing the project, staff determined that the proposal as conditioned is consistent with the various provisions of the SAMC and General Plan, including lot size and lot frontage. No adverse environmental impacts to fish or wildlife populations were identified as the project site is located in a built -out, urbanized area. Finally, the tentative map was found to be consistent with the California Subdivision Map Act and Chapters 34 and 41 of the Municipal Code. California Environmental Quality Act (CEQA) An addendum to a previously certified EIR is prepared when a lead agency is asked to approve modifications to an existing project for which an EIR has already been certified. An addendum evaluates the requested modifications and determines whether subsequent EIR review is required. Since none of the conditions specified in State CEQA Guidelines, section 15162 are present, an Addendum to the previously -certified 2010 EIR was prepared for the Third and Broadway project. Pursuant to State CEQA Guidelines section 15164(b), an addendum to a previously -certified EIR is not circulated for public review. The Addendum is included with this staff report as Exhibit 14. Pursuant to State CEQA Guidelines section 15164(d), the Planning Commission must consider the Addendum together with the TZC's original 2010 EIR before making a decision on the project. Previous CEQA Documentation The 2010 TZC EIR (SCH No. 2006071100) anticipated potential development of approximately 4,075 residential units, 387,000 square feet of retail development, and an additional 15.5 acres of open space within the City. The 2010 EIR considered the environmental impacts related to 75A-53 DBA No. 2020-01/SPR No. 2020-01/SPR No Third & Broadway Mixed -Use Development September 28, 2020 Page 12 2020-02NAR No. 2020-05/TPM No. 2020-02 aesthetics; air quality; biological resources; cultural resources; hazards and hazardous materials; hydrology and water quality; land use; noise; population, housing, and employment; public services; transportation and traffic; utilities and service systems; and climate change. A mitigation monitoring and reporting program, findings of fact, and a statement of overriding consideration were adopted with the 2010 EIR. 2020 Third and Broadway Addendum The Addendum focuses on the potential environmental impacts associated with the project, including the density bonus application and associated concessions and waivers, site plan review applications, variance, tentative parcel map and disposition and development agreement that might cause a change in the conclusions of the certified 2010 EIR, including changes in circumstances or new information of substantial importance that would substantially change those conclusions. The proposed development required preparation of studies relating to shade and shadow, air quality and greenhouse gas emissions, traffic, parking, noise and vibration, Phase I environmental site assessment, hydrology, a preliminary water quality management plan, and sewer capacity (Attachments to the 2020 Addendum). All studies evaluate the proposed project as compared to the existing entitlements and were reviewed for content and accuracy by the City. In addition, the project is within a Transit Priority Area. Under Senate Bill 743, aesthetic and parking impacts cannot be considered a significant impact within a Transit Priority Area. The addendum concludes no new or substantially greater impacts would occur with implementation of the proposed development when compared to those identified in the 2010 EIR and finds that no supplemental or subsequent EIR is required for the proposed development. Therefore, the 2010 EIR's MMRP will continue to mitigate or lessen any impacts already identified by the TZC's original 2010 EIR. Economic Development The Community Development Agency in coordination with Kosmont Companies estimates approximately 510 local construction jobs and $53,000,000 in local labor income will be generated in the short-term, and $737,000 in annual general fund revenue will be generated for the long-term. Table 7: Estimated General Fund Revenue from Proposed Project Summary of Annual Estimated Revenue from Project Property Tax Secured & Unsecured) $210,000 Property Tax In -Lieu of VLF $130,000 Sales & Use Tax On-Site/Direct $57,000 Sales & Use Tax Off-Site/Indirect $25,000 Transient Occupanc Tax $90 RevPar $270,000 Utility User Tax & Other Tax $45,000 Annual General Fund Revenues (ROUNDED): $737,000 75A-54 DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02/VAR No. 2020-05/TPM No. 2020-02 Third & Broadway Mixed -Use Development September 28, 2020 Page 13 Table 8: Economic Benefits of Construction for 3rd and Broadway Employment Labor income Direct On -Site 475 $49,000,000 Indirect 180 $14,000,000 Induced 200 $13,000,000 Total Countywide 855 $76,000,000 Estimated City Capture 510 $53,000,--- Table 9: Public Notification and Community Outreach �l bli Ngt011cill ogtlComm nit _;Oyt a wj' Required Measures A community meeting was held on October 8, 2019 at 6:00 p.m. at 100 South Main Street in accordance with the provisions of the City's Sunshine Ordinance. Invitations/notices were mailed to property owners and occupants/tenants in a 500-foot radius from the project site. Approximately 13 members of the public attended, as well as 3 City staff. The applicant provided all the required information to the City after the meeting. Details from the community meeting were posted to the project's webpage at https://www.santa- ana.org/pb/planning-division/major-planning-projects-and-monthly-development- ro'ect- re orts/3rd-and-0. Notification by mail was mailed to all property owners, occupants, and other interested parties within 500 feet of the project site in accordance with SAMC requirements. Newspaper posting was published in the Orange County Reporter in accordance with _ SAMC requirements. Additional Measures Over the past three years the applicant has conducted one-on-one informational meetings with over twenty businesses or interested parties in an around Downtown along with outreach with the Chamber of Commerce and Downtown Inc. Conclusion Based on the analysis provided within this report, staff recommends that the Planning Commission adopt a resolution approving (1) Addendum to the Environment Impact Report for the Transit Zoning Code Project (SCH NO. 2006071100) and adoption of a mitigation monitoring and reporting program for Variance No. 2020-05 and Tentative Parcel Map No. 2020-02, (2) Variance No. 2020- 05 for the hotel off-street parking requirements as conditioned, and (3) Tentative Parcel Map No. 2020-02 as conditioned. In addition, staff recommends that the Planning Commission recommend that the City Council adopt a resolution approving (1) Addendum to the Environment Impact Report for the Transit Zoning Code Project (SCH NO. 2006071100) and adoption of a mitigation monitoring and reporting program for Density Bonus Agreement Application No. 2020-01, Site Plan Review No. 2020-01, Site Plan Review No. 2020-02, and the Disposition and Development Agreement; and (2) Density Bonus Agreement Application No. 2020-01 with concessions and waivers, Site Plan Review No. 2020-01 for a mixed -use development and Site Plan Review No. 2020-02 for a hotel as conditioned. 75A-55 DBA No. 2020-01/SPR No. 2020-01/SPR No Third & Broadway Mixed -Use Development September 28, 2020 Page 14 � QOML�Xoaw Selena Kelaher, AICP Associate Planner SK:sb 2020-02NAR No. 2020-05/TPM No. 2020-02 S:\Planning Commission\2020\09-28-20\3rd & Broadway Addendum, DBA, SPR, VAR, TTM\Staff Report\SPR DBA 3rd& Broadway.pc 09172020.docx Exhibits: 1. Resolutions (EIR Addendum, Density Bonus Agreement, Site Plan Review, Variance, Tentative Parcel Map) 2. Vicinity Zoning and Aerial Map 3. Site Photos 4. Site Plan 5. Residential Unit Floor Plans 6. Mixed -Use Building Elevations 7. Hotel Building Elevations 8. Renderings 9. Mixed -Use and Hotel Open Space 10. Conformance to Development Standards 11. Draft Density Bonus Agreement 12. Parking Analysis and Parking Management Plan 13.Tentative Parcel Map 14.2010 Transit Zoning Code EIR Link 15.2020 EIR Addendum and Technical Appendices Link 16. Sunshine Meeting Minutes 75A-56 EXHIBIT 1 75A-57 RESOLUTION NO. 2020-xx A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF SANTA ANA APPROVING AND ADOPTING AN ADDENDUM TO THE ENVIRONMENTAL IMPACT REPORT FOR THE TRANSIT ZONING CODE PROJECT (SCH NO. 2006071100) FOR VARIANCE NO. 2020-05 AND TENTATIVE PARCEL MAP NO. 2020-02 AND ADOPTION OF A MITIGATION MONITORING AND REPORTING PROGRAM FOR THE THIRD AND BROADWAY MIXED - USE PROJECT LOCATED AT 201 WEST THIRD STREET WHEREAS, Michael Harrah, representing Caribou Industries Inc. (hereinafter referred to as "Applicant'), is requesting approval of Density Bonus Agreement No. 2020-01, Site Plan Review No. 2020-01, Site Plan Review No. 2020-02, Variance No. 2020-05, Tentative Parcel Map No. 2020-02, and a Disposition and Development Agreement to allow the demolition of an existing public parking structure and construction of a new mixed -use 171-unit residential and 13,419 square foot commercial development and 75-room hotel at 201 West Third Street; and WHEREAS, the subject Property contains 1.41 acres and is currently developed with a City -owned public parking structure; and WHEREAS, the Transit Zoning Code was adopted in 2010 as a result of interest in developing transit -oriented mixed -use residential and commercial projects in its project area. The Transit Zoning Code was amended in 2019 to modernize and refine development standards to further these interests. The regulating plan, which establishes land uses and development standards, allows a variety of housing and commercial projects, including mixed -use residential communities, live/work units, hotels, and offices; and WHEREAS, the City Council of the City of Santa Ana certified the Environmental Impact Report (SCH No. 2006071100) and adopted a mitigation monitoring and reporting program for the Transit Zoning Code, which allows a mixture of residential, commercial, and limited industrial land uses; and WHEREAS, the entitlements sought for the proposed mixed -use development project include a Density Bonus Agreement application, two Site Plan Review applications, a Variance application, a Tentative Parcel Map application, and a Disposition and Development Agreement; and WHEREAS, in 2010, the City Council certified the Final Environmental Impact Report ("2010 EIR") for the Transit Zoning Code Project ("Originally Approved Plan"), which analyzed the potentially significant environmental impacts of a mixed -use plan area consisting of new residential, commercial, and industrial development; and 75A-58 WHEREAS, pursuant to the 2010 EIR, the subject site may be developed with a mixed -use development consisting of residential and commercial land uses; and WHEREAS, when compared against the Originally Approved Plan, the proposed mixed -use development will not result in any new or intensified significant impacts; and WHEREAS, pursuant to the California Environmental Quality Act (Public Resources Code section 21000 et seq.) ("CEQA") and the State CEQA Guidelines (14 Cal. Code Regs. 15000 et seq.), the City is the Lead Agency for the proposed development; and WHEREAS, pursuant to CEQA, when taking subsequent discretionary actions in furtherance of a project for which an EIR has already been certified, the Lead Agency is prohibited from requiring a subsequent or supplemental EIR unless at least one of the circumstances identified in Public Resources Code section 21166 or State CEQA Guidelines section 15162 are present; and WHEREAS, City staff has evaluated the proposed project and considered whether, in light of the impacts associated with its development, any supplemental or subsequent environmental review is required pursuant to Public Resources Code section 21166 or State CEQA Guidelines section 15162; and WHEREAS, the analysis contained in the Third & Broadway project's EIR Addendum ("2020 Addendum") concludes that none of the circumstances described in Public Resources Code section 21166 or State CEQA Guidelines section 15162 have occurred, and thus no supplemental or subsequent EIR is required; and WHEREAS, 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 TPA's; and WHEREAS, on September 28, 2020 at a duly noticed public hearing, the Planning Commission considered the 2020 Addendum for Variance No. 2020-05 and Tentative Map No. 2020-02; and WHEREAS, all other legal prerequisites to the adoption of this Resolution have occurred. NOW THEREFORE, THE PLANNING COMMISSION OF THE CITY OF SANTA ANA DOES RESOLVE, DETERMINE, FIND AND ORDER AS FOLLOWS: 75A-59 SECTION 1. The above recitals are true and correct and incorporated herein by reference. SECTION 2. State CEQA Guidelines section 15164 requires lead agencies to prepare an addendum to a previously certified EIR if some changes or additions to the project are necessary, but none of the conditions requiring preparation of a subsequent EIR are present. The Planning Commission has reviewed and considered the 2010 EIR and the 2020 Addendum, and finds that these documents taken together contain a complete and accurate reporting of all of the potential environmental impacts associated with the proposed development. The Planning Commission further finds that the 2020 Addendum has been completed in compliance with CEQA and the State CEQA Guidelines. The Planning Commission further finds and determines that the Addendum reflects the City's independent judgment. SECTION 3. Based on the substantial evidence set forth in the record, including but not limited to the 2010 EIR and the 2020 Addendum, the Planning Commission finds that an addendum is the appropriate document for disclosing the changes to the subject property, and that none of the conditions identified in Public Resources Code section 21166 and State CEQA Guidelines section 15162 requiring subsequent environmental review have occurred, because: (a) The proposed development does not constitute a substantial change that would require major revisions of the 2010 EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects. (b) There is not a substantial change with respect to the circumstances under which the proposed development will be developed that would require major revisions of the 2010 EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of the previously identified significant effects. (c) New information of substantial importance has not been presented that was not known and could not have been known with the exercise of reasonable diligence at the time the 2010 EIR was certified or adopted, showing any of the following: (i) that the modifications would have one or more significant effects not discussed in the earlier environmental documentation; (ii) that significant effects previously examined would be substantially more severe than shown in the earlier environmental documentation; (iii) that mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects, but the applicant declined to adopt such measures; or (iv) that mitigation measures or alternatives considerably different from those analyzed previously would substantially reduce one or more significant effects on the environment, but which the applicant declined to adopt. 75A-60 SECTION 4. The Planning Commission hereby finds that mitigation measures identified in the 2010 EIR remain applicable to the Transit Zoning Code. These findings are laid out more specifically in the Mitigation Monitoring and Reporting Program ("MMRP") attached hereto as Exhibit A. The Planning Commission therefore hereby adopts those mitigation measures identified as remaining applicable to the Transit Zoning Code, through the MMRP attached hereto and incorporated herein as Exhibit A. Applicant shall be solely responsible for the implementation of all mitigation measures in the MMRP applicable to any aspect of the proposed mixed -use development project. SECTION 5. The Planning Commission hereby approves and adopts the 2020 Third and Broadway Addendum related to Variance No. 2020-05 and Tentative Parcel Map No. 2020-02, attached hereto and incorporated herein as Exhibit B. SECTION 6. The Applicant shall indemnify, protect, defend and hold the City and/or any of its officials, officers, employees, agents, departments, agencies, authorized volunteers, and instrumentalities thereof, harmless from any and all claims, demands, lawsuits, writs of mandamus, and other and proceedings (whether legal, equitable, declaratory, administrative or adjudicatory in nature), and alternative dispute resolution procedures (including, but not limited to arbitrations, mediations, and such other procedures), judgments, orders, and decisions (collectively "Actions"), brought against the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof, that challenge, attack, or seek to modify, set aside, void, or annul, any action of, or any permit or approval issued by the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof (including actions approved by the voters of the City) for or concerning the project, whether such Actions are brought under the Ralph M. Brown Act, California Environmental Quality Act, the Planning and Zoning Law, the Subdivision Map Act, Code of Civil Procedure sections 1085 or 1094.5, or any other federal, state or local constitution, statute, law, ordinance, charter, rule, regulation, or any decision of a court of competent jurisdiction. It is expressly agreed that the City shall have the right to approve, which approval will not be unreasonably withheld, the legal counsel providing the City's defense, and that Applicant shall reimburse the City for any costs and expenses directly and necessarily incurred by the City in the course of the defense. City shall promptly notify the Applicant of any Action brought and City shall cooperate with Applicant in the defense of the Action. SECTION 7. The Planning Commission directs staff to prepare, execute and file a CEQA Notice of Determination with the Orange County Clerk's Office within five working days of the Planning Commission's approval of Variance No. 2020-05 and Tentative Parcel Map No. 2020-02 for the Third and Broadway Mixed -Use Development Project. SECTION 8. The 2010 EIR and the 2020 Addendum, and any other documents and materials that constitute the record of proceedings upon which these findings have been based are on file, are incorporated herein by reference and are available for public review at Santa Ana City Hall, Planning and Building Agency, M20, 20 Civic Center 75A-61 Plaza, Santa Ana, California 92701. The custodian of these records is Daisy Gomez, City Clerk for the City. SECTION 9. This resolution shall take effect immediately upon its adoption by the Planning Commission, and the Recording Secretary shall attest to and certify the vote adopting this resolution. ADOPTED this 28th day of September, 2020 by the following vote: AYES: Commissioners: NOES: Commissioners: ABSENT: Commissioners: ABSTENTIONS: Commissioners: APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: Ryan O. dge Assistant �itv A rney Mark McLoughlin Chairperson 75A-62 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, SARAH BERNAL Recording Secretary, do hereby attest to and certify the attached Resolution No. 2020-xx to be the original resolution adopted by the Planning Commission of the City of Santa Ana on September 28, 2020. Date: Recording Secretary City of Santa Ana 75A-63 EXHIBIT A MITIGATION MONITORING AND REPORTING PROGRAM The Mitigation Monitoring and Reporting Program (MMRP) is available online at: https://www.santa-ana.orq/pb/planning-division/major-planning-projects-and- monthly-development-protect-reports/3rd-and-0 Or by visiting: Planning and Building Agency — Planning Division Public Counter 20 Civic Center Plaza Santa Ana, CA 92701 75A-64 EXHIBIT B THIRD AND BROADWAY EIR ADDENDUM The Third and Broadway Project EIR Addendum and Technical Appendices are available online at: https://www.santa-ana.orq/pb/planning-division/major-planning-projects-and- monthly-development-project-reports/3rd-and-0 Or by visiting: Planning and Building Agency — Planning Division Public Counter 20 Civic Center Plaza Santa Ana, CA 92701 75A-65 RESOLUTION NO. 2020-xx A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF SANTA ANA APPROVING VARIANCE NO. 2020-05 AS CONDITIONED TO ALLOW THE CONSTRUCTION OF A TEN -STORY, 63,069 SQUARE - FOOT, 75 ROOM HOTEL WITH A 46-PERCENT REDUCTION OF REQUIRED OFF-STREET PARKING FOR THE HOTEL PROJECT LOCATED AT 201 WEST THIRD 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. Michael Harrah, representing Caribou Industries Inc. (hereinafter referred to as "Applicant'), is requesting approval of Variance No. 2020-05 as conditioned, to allow the construction of a ten -story, 63,069 square foot, 75-room hotel with 83 parking spaces at 201 West Third Street. B. Pursuant to Santa Ana Municipal Code (SAMC) Section 41-638, the Planning Commission is authorized to review and approve variances for this project to allow a reduction in required off-street parking and deviations to access requirements as set forth by the Santa Ana Municipal Code. Granting the variance would allow for use of the Santa Ana Municipal Code Section 41-1433 (hotel off-street parking standards) and use of mechanical stackers. C. On September 28, 2020, the Planning Commission of the City of Santa Ana held a duly noticed public hearing regarding Variance No. 2020-05 at that time considered all testimony, written and oral. D. Sections 41-2007 and 41-593.5 of the Santa Ana Municipal Code (SAMC) requires a review by the Planning Commission of all plans for developments of over four stories within the Transit Zoning Code (Specific Development No. 84) to ensure the project is in conformity with the overlay zone plan. E. The zoning designation for the subject property is Specific Development No. 84, Downtown sub -zone. F. The Planning Commission determines that pursuant to SAMC Sections 41-2007 and 41-593.5, the hotel project is in compliance with all 75A-66 applicable development standards outlined within the Specific Development (SD No. 84/Transit Zoning Code). G. The Planning Commission of the City of Santa Ana has considered the information and determines that following findings, which must be established in order to grant Variance No. 2020-05, have been established as required by SAMC Section 41-638: 1. That because of special circumstances applicable to the subject property, including size, shape, topography, location or surroundings, the strict application of the zoning ordinance is found to deprive the subject property of privileges not otherwise at variance with the intent and purpose of the provisions of this Chapter. The project site has a special circumstance related to its topography, location and surroundings. The subject site and below grade level of the parking structure has a history of flooding due to the site's topography. If the applicant were to construct additional levels of below grade parking potential risks of flooding and drainage issues may exist or require extensive engineering. The development site is an existing 1.41-acre parcel bound by existing buildings to the east and bound by streets and an alley to the north, south and west which limits construction opportunities for traditional parking spaces, lots or structures. The project is located within the Transit Zoning Code Downtown zone and is 0.15 miles of the OCTA bus routes 53/53x stop at Main Street and Fourth Street, route 55 stop at Main Street and First Street and route 64/64x stop at Main Street and First Street. The OC Streetcar (under construction and planned to be operational in 2022) stop is planned at Fourth Street between Broadway and Sycamore Street which is one block from the subject site. The project's location and surroundings support a reduction in off-street parking as it is within a mixed -use environment with a variety of transit opportunities within walking distance of the project. Application of the Transit Zoning Code Section 2011(d) parking standard would deprive the Downtown hotel of privileges provided to hotels that are not within the Transit Zoning Code and are prescribed the Santa Ana Municipal Code Section 41-1344. 2. That the granting of a variance is necessary for the preservation and enjoyment of one (1) or more substantial property rights. 75A-67 The granting of this variance is necessary in order for the applicant to include a hotel development. Strict application of the off-street parking standards would result in significant changes to the site plan and floor plans and increase construction costs, which would render the project infeasible. 3. That the granting of a variance will not be materially detrimental to the public welfare or injurious to surrounding property. The granting of the variance will not be detrimental to the public or surrounding properties. Conditions of Approval are included to require 24-hour valet parking service for the hotel and to require reciprocal access and parking for 37 vehicles within the adjacent parking structure. Additionally, the site has been designed with a valet parking drop-off lane on Sycamore Street immediately adjacent to the hotel lobby. A parking analysis prepared by Urban Crossroads dated September 9, 2020 notes that the Transit Zoning Code non- residential off-street parking and Santa Ana Municipal Code Section 41-1344 hotel off-street parking requirements are higher than other nearby hotel -rich Orange County cities (Anaheim, Costa Mesa and Buena Park). In addition, it is expected that many patrons would use ride -sharing options or public transportation; therefore, the proposed 83 parking spaces will meet the demand of the 75 room hotel and will not create impacts to the public or nearby properties. 4. That the granting of a variance will not adversely affect the General Plan of the city. The development of a hotel will support several goals and policies of the General Plan, including Goals 2 and 3 of the Economic Development Element to maintain and enhance the diversity of the City's economic base and increase Santa Ana's share of the regional economy. The hotel will increase Santa Ana's contribution to the hospitality and tourism sector of the regional economy and will be subject to the City's Hotel Visitors' Tax, generating revenue for the City. The hotel will be the first in Downtown and can cater to individuals doing business at the nearby government facilities and office buildings. Additionally, the hotel will make Downtown Santa Ana available as an over -night destination to those visiting the Orange County area. The project also supports Goals 1, 2, 3 and 4 of the Land Use Element to encourage uses that promote a balance of land uses that address basic community needs, promote land uses which 75A-68 enhance the City's economic and fiscal viability, to preserve and improve the character and integrity of existing neighborhoods and to protect and enhance development sites and districts which are unique community assets that enhance the quality of life. Redevelopment of the super block into two development sites with a new sidewalk and street grid will link the existing Artist Village and west -end commercial uses with the rest of Downtown to help activate the area. The development will rehabilitate a property that is underutilized and will increase capital investment. Section 2. The Applicant shall indemnify, protect, defend and hold the City and/or any of its officials, officers, employees, agents, departments, agencies, authorized volunteers, and instrumentalities thereof, harmless from any and all claims, demands, lawsuits, writs of mandamus, and other and proceedings (whether legal, equitable, declaratory, administrative or adjudicatory in nature), and alternative dispute resolution procedures (including, but not limited to arbitrations, mediations, and such other procedures), judgments, orders, and decisions (collectively "Actions"), brought against the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof, that challenge, attack, or seek to modify, set aside, void, or annul, any action of, or any permit or approval issued by the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof (including actions approved by the voters of the City) for or concerning the project, whether such Actions are brought under the Ralph M. Brown Act, California Environmental Quality Act, the Planning and Zoning Law, the Subdivision Map Act, Code of Civil Procedure sections 1085 or 1094.5, or any other federal, state or local constitution, statute, law, ordinance, charter, rule, regulation, or any decision of a court of competent jurisdiction. It is expressly agreed that the City shall have the right to approve, which approval will not be unreasonably withheld, the legal counsel providing the City's defense, and that Applicant shall reimburse the City for any costs and expenses directly and necessarily incurred by the City in the course of the defense. City shall promptly notify the Applicant of any Action brought and City shall cooperate with Applicant in the defense of the Action. Section 3. In accordance with the California Environmental Quality Act (CEQA), the Planning Commission of the City of Santa Ana hereby finds, determines, and declares as follows: Based on the substantial evidence set forth in the record, including but not limited to the 2010 EIR and the 2020 Third and Broadway Addendum, the Planning Commission finds that an addendum is the appropriate document for disclosing the changes to the subject properties, and that none of the conditions identified in Public Resources Code section 21166 and State CEQA Guidelines section 15162 requiring subsequent environmental review have occurred, because: 75A-69 A. The project does not constitute a substantial change that would require major revisions of the 2010 EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects. B. There is not a substantial change with respect to the circumstances under which the project will be developed that would require major revisions of the 2010 EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of the previously identified significant effects. C. New information of substantial importance has not been presented that was not known and could not have been known with the exercise of reasonable diligence at the time the 2010 EIR was certified or adopted, showing any of the following: (i) that the modifications would have one or more significant effects not discussed in the earlier environmental documentation; (ii) that significant effects previously examined would be substantially more severe than shown in the earlier environmental documentation; (iii) that mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects, but the applicant declined to adopt such measures; or (iv) that mitigation measures or alternatives considerably different from those analyzed previously would substantially reduce one or more significant effects on the environment, but which the applicant declined to adopt. Section 4. The Planning Commission of the City of Santa Ana, after conducting the public hearing, hereby approves Variance No. 2020-05 as conditioned in "Exhibit A" attached hereto and incorporated as though fully set forth herein. This decision is based upon the evidence submitted at the above said hearing, which includes, but is not limited to: the Request for Planning Commission Action dated September 28, 2020, and exhibits attached thereto; and the public testimony, written and oral, all of which are incorporated herein by this reference. Section 5. Variance No. 2020-05 shall not be effective until the City Council reviews and approves the Addendum, Environmental Review No. 2019-85, Density Bonus Application No. 2020-01, Site Plan Review No. 2020-01, Site Plan Review No. 2020-02 and the Disposition and Development Agreement for the subject project. If said approvals are held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, or otherwise denied, then this variance shall be null and void and have no further force and effect. 75A-70 "'Signatures on following page"' ADOPTED this 28th day of September, 2020 by the following vote: AYES: Commissioners: NOES: Commissioners: ABSENT: Commissioners: ABSTENTIONS: Commissioners: Mark McLoughlin Chairperson APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: Ryan O. dge Assistant ity At orney CERTIFICATE OF ATTESTATION AND ORIGINALITY I, SARAH BERNAL Recording Secretary, do hereby attest to and certify the attached Resolution No. 2020-xx to be the original resolution adopted by the Planning Commission of the City of Santa Ana on September 28, 2020. 75A-71 Date: Recording Secretary City of Santa 75A-72 EXHIBIT A Conditions for Approval for Variance No. 2020-05 Variance No. 2020-05 are approved subject to compliance, to the reasonable satisfaction of the Planning Manager, with applicable sections of the Santa Ana Municipal Code, the California Administrative Code, the California Building Standards Code, and all other applicable regulations. In addition, they shall meet the following conditions of approval: The Applicant must comply with each and every condition listed below Prior to exercising the rights conferred by this site plan review and variance. The Applicant must remain in compliance with all conditions listed below throughout the life of the development project. Failure to comply with each and every condition may result in the revocation of the site plan review. 1. All proposed site improvements must conform to the Site Plan Review (DP No. 2019- 32) and the staff report exhibits. 2. Any amendment to this variance must be submitted to the Planning Division for review. At that time, staff will determine if administrative relief is available or the variance must be amended. 3. 24-hour valet service shall be required for the hotel operations. 4. Hotel valet service staff shall be trained in the use and operation of the mechanical stacker system. At least one trained operator of the mechanical stacker system shall be onsite at all times. 5. Vehicles shall not be stacked or queued within any street, alley, or other public right-of- way. 6. Prior to the issuance a certificate of occupancy, proof of recorded reciprocal parking and access easements and reserved parking for 37 vehicles must be provided to the Planning Division. 7. Prior to the issuance of a certificate of occupancy, the Applicant shall provide proof of valet service and operations. 75A-73 RESOLUTION NO. 2020-xx A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF SANTA ANA APPROVING TENTATIVE PARCEL MAP NO. 2020-02 AS CONDITIONED TO SUBDIVIDE AN EXISTING 1.41-ACRE PARCEL INTO TWO PARCELS AND CONDOMINIUM AIRSPACES FOR THE PROPERTY LOCATED AT 201 WEST THIRD STREET BE IT RESOLVED BY THE PLANNING COMMISSION OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The Planning Commission of the City of Santa Ana hereby finds, determines and declares as follows: A. Michael Harrah, representing Caribou Industries Inc. (hereinafter referred to as "Applicant'), is requesting approval of Tentative Parcel Map No. 2020- 02, as conditioned to subdivide an existing 1.41-acre parcel into two parcels and condominium airspace at 201 West Third Street. B. Tentative parcel map ("TPM") applications require approval of a parcel map by the Zoning Administrator pursuant to Section 34-126 of the Santa Ana Municipal Code ("SAMC") and pursuant to Section 34-127 the Planning Commission shall review and approve the map. In an effort to streamline the discretionary process, the application has been bundled for Planning Commission review with the other entitlements associated with the Third & Broadway project. C. Subdivision requests are governed by Chapter 34 and Chapter 41 of the SAMC. Pursuant to Sections 66473.5 and 66474 of the California Subdivision Map Act, applications for tentative parcel maps are approved when certain findings can be established. D. Tentative Parcel Map No. 2020-02 (County Map No. 2020-159) came before the Planning Commission of the City of Santa Ana on September 28, 2020 for a duly noticed public hearing. E. The Planning Commission of the City of Santa Ana determines that the following findings, which must be established in order to approve Tentative Parcel Map No. 2020-02 (County Map No. 2020-159), have been established as required by SAMC Section 34-126 and the California Subdivision Map Act: 1. The proposed project and its design and improvements are generally consistent with the District Center designation of the General Plan and are otherwise consistent with all other Elements of the General Plan. 75A-74 Tentative Parcel Map No. 2020-02 (County Map No. 2020- 159), as conditioned, and its design and improvements will be generally consistent with the District Center General Plan land use designation. The project includes 10-foot-wide sidewalks and the installation of street trees, lights and benches on Sycamore Street. Further, the mixed -use and hotel project is consistent with the Land Use Element, as the use provides a mixed -use and mixed -income project, employment opportunities for local residents, and generates municipal revenues for continued economic development. The proposed subdivision promotes Land Use Element Policy 5.4, which supports land uses that are consistent with the Land Use Element. 2. The proposed project conforms to all applicable requirements of the zoning and subdivision codes as well as other applicable City ordinances. Tentative Parcel Map No. 2020-02 (County Map No. 2020- 159), as conditioned, will conform to all applicable requirements of the zoning and subdivision codes (Chapter 34 and 41 of the Santa Ana Municipal Code) as well as other applicable City ordinances subject to the Planning Commission and City Council's approval of Density Bonus Agreement No 2020-01, Site Plan Review No. 2020-01, Site Plan Review No. 2020-02, Variance No. 2020-05 and Disposition and Development Agreement. Lastly, Covenants, Conditions and Restrictions (CC&Rs) will address issues such as drainage, reciprocal access, landscaping and maintenance and will be recorded prior to approval of the final map. 3. The project site is physically suitable for the type and density of the proposed project. The project site is physically suitable for a mixed -use and hotel project and the density of the proposed project is consistent with the Downtown District Center density of 90 dwelling units per acre and 35 percent density bonus consistent with California Government Code Section 65915. Any future development will comply with the provisions of the Santa Ana Municipal Code. 4. The design and improvements of the proposed project will not cause substantial environmental damage or substantially and avoidably injure fish or wildlife or their habitat. 75A-75 The design and improvements of the proposed project will not cause substantial environmental damage or substantially and avoidably injure fish or wildlife or their habitat. Since the project is located in an urbanized area, there are no known fish or wildlife populations existing on the subject site. The existing site is a disturbed site containing a three level parking structure with no landscaping. Therefore, the proposed subdivision will not cause any substantial environmental damage or substantially and avoidably injure fish and wildlife or their habitat. 5. The design or improvements of the proposed project will not cause serious public health problems. The design or improvements of the proposed project will not cause serious health problems, with the proposed subdivision not having any detrimental effects upon the general public. All necessary utilities and infrastructure improvements currently exist and comply with City standards. An emergency access easement will be provided for the new private street. Therefore, approval of this subdivision will not cause any serious public health problems. 6. The design or improvements of the proposed project will not conflict with easements necessary for public access through or use of, property within the proposed project. The designs or improvements associated with approval of the tentative parcel map will not conflict with easements necessary for public access through or use of the property within the proposed project. The project includes a new street and sidewalk and will provide public vehicular and pedestrian access to the street and sidewalk. The project site will provide a reciprocal access and parking easement for the shared common driveways and drive aisle to allow public access to the 211 public parking spaces and 37 hotel valet parking spaces within the parking structure. In addition, the CC&Rs will ensure all ingress and egress easement and access will be maintained for the project site. Section 2. In accordance with the California Environmental Quality Act (CEQA), the Planning Commission of the City of Santa Ana has, as a result of its consideration of the record as a whole and the evidence presented at the hearings on this matter, determined that, as required pursuant to the California Environmental Quality Act (CEQA) and the State CEQA Guidelines, Environmental Review No. 2019- 85 meets all the requirements of CEQA and recommends City Council approval: 75A-76 Based on the substantial evidence set forth in the record, including but not limited to the 2010 EIR and the 2020 Third & Broadway Addendum, the Planning Commission finds that an addendum is the appropriate document for disclosing the changes to the subject properties, and that none of the conditions identified in Public Resources Code section 21166 and State CEQA Guidelines section 15162 requiring subsequent environmental review have occurred, because: A. The project does not constitute a substantial change that would require major revisions of the 2010 EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects. B. There is not a substantial change with respect to the circumstances under which the project will be developed that would require major revisions of the 2010 EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of the previously identified significant effects. C. New information of substantial importance has not been presented that was not known and could not have been known with the exercise of reasonable diligence at the time the 2010 EIR was certified or adopted, showing any of the following: (i) that the modifications would have one or more significant effects not discussed in the earlier environmental documentation; (ii) that significant effects previously examined would be substantially more severe than shown in the earlier environmental documentation; (iii) that mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects, but the applicant declined to adopt such measures; or (iv) that mitigation measures or alternatives considerably different from those analyzed previously would substantially reduce one or more significant effects on the environment, but which the applicant declined to adopt. Section 3. The Applicant shall indemnify, protect, defend and hold the City and/or any of its officials, officers, employees, agents, departments, agencies, authorized volunteers, and instrumentalities thereof, harmless from any and all claims, demands, lawsuits, writs of mandamus, and other and proceedings (whether legal, equitable, declaratory, administrative or adjudicatory in nature), and alternative dispute resolution procedures (including, but not limited to arbitrations, mediations, and such other procedures), judgments, orders, and decisions (collectively "Actions"), brought against the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof, that challenge, attack, or seek to modify, set aside, void, or annul, any action of, or any permit or approval issued by the City and/or any of its officials, officers, employees, agents, departments, agencies, and 75A-77 instrumentalities thereof (including actions approved by the voters of the City) for or concerning the project, whether such Actions are brought under the Ralph M. Brown Act, California Environmental Quality Act, the Planning and Zoning Law, the Subdivision Map Act, Code of Civil Procedure sections 1085 or 1094.5, or any other federal, state or local constitution, statute, law, ordinance, charter, rule, regulation, or any decision of a court of competent jurisdiction. It is expressly agreed that the City shall have the right to approve, which approval will not be unreasonably withheld, the legal counsel providing the City's defense, and that Applicant shall reimburse the City for any costs and expenses directly and necessarily incurred by the City in the course of the defense. City shall promptly notify the Applicant of any Action brought and City shall cooperate with Applicant in the defense of the Action. Section 4. The Planning Commission of the City of Santa Ana, after conducting the public hearing, hereby approves Tentative Parcel Map No. 2020-02 (County Map 2020- 159) as conditioned in Exhibit A, attached hereto and incorporated as though fully set forth herein for the property located at 201 West Third Street. This decision is based upon the evidence submitted at the above said hearing, which includes, but is not limited to: the Request for Planning Commission Action dated September 28, 2020, and exhibits attached thereto; and, the public testimony, written and oral, all of which are incorporated herein by this reference. Section 5. Tentative Parcel Map No. 2020-02 shall not be effective until the City Council reviews and approves the Addendum, Environmental Review No. 2019-85, Density Bonus Application No. 2020-01, Site Plan Review No. 2020-01, Site Plan Review No. 2020-02 and the Disposition and Development Agreement for the subject project. If said approvals are held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, or otherwise denied, then this variance shall be null and void and have no further force and effect. "'Signatures on following page"' 75A-78 ADOPTED this 28th day of September 2020, by the following vote: AYES: Commissioners: NOES: Commissioners: ABSENT: Commissioners: ABSTENTIONS: Commissioners: Mark McLoughlin Chairperson APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: 114 1 V Ryan O. o ge Assistant ty Att rney ryairi��y_�rx.»_��r��r_�r�.�►ra►uz.�:u�i►rarr�-i I, SARAH BERNAL, Recording Secretary, do hereby attest to and certify the attached Resolution No. 2020-xx to be the original resolution adopted by the Planning Commission of the City of Santa Ana on September 28, 2020. 75A-79 Date: Recording Secretary City of Santa Ana 75A-80 Tentative Parcel Map No. 2020-02 (County Map No. 2020-159) approved subject to compliance, to the reasonable satisfaction of the Planning Manager, with applicable sections of the Santa Ana Municipal Code, the California Administrative Code, the California Building Standards Code, and all other applicable regulations. In addition, Applicant shall meet the following conditions of approval: The Applicant must comply with each and every condition listed below Prior to exercising the rights conferred by this tentative parcel map. The Applicant must remain in compliance with all conditions listed below throughout the life of the development project. Failure to comply with each and every condition may result in the revocation of the tentative parcel map. Planning Division 1. All proposed site improvements must conform to the Site Plan Review approval of DP No. 2019-32 and the staff report exhibits. 2. Two copies of the recorded final parcel map shall be submitted each to the Planning Division, Building Division and Public Works Agency within 10 days of recordation. 3. Applicant must submit Covenants, Conditions and Restrictions (CC&Rs) for the project to the case planner for review and approval prior to the final map being recorded. Additionally, CC&Rs will be adopted to define the operating and maintenance requirements and enforcement of the CC&Rs provisions. 4. The tentative parcel map, final map and all improvements required to be made or installed by the subdivider shall be in accordance with the requirements and design standards and specifications of the City of Santa Ana and the requirements of the California Subdivision Map Act. 5. After project occupancy, landscaping is to be maintained in accordance with the approved landscape plan. This shall include the minimum levels of plant materials shown on the landscape plan, site furnishings, and hardscape materials. Any modifications to this plan shall be submitted to the Planning Division for review and subject to the approval of the Planning Manager. 75A-81 6. The property owner shall be responsible for maintaining the lots free from debris, overgrown vegetation, and graffiti. The property owner shall provide as part of the Covenants, Conditions and Restrictions (CC&Rs) that the owner of each condominium shall immediately remove any graffiti placed thereon. Any graffiti must be removed within 24 hours 7. The final map must be approved and recorded prior to issuance of on -site improvements such as, but not limited to the sidewalk and driveway apron improvements. 8. Development within the area of the map is subject to development and permit fees in effect at the time of permit issuance. Prior to approval of Certificate of Occupancy, all on -site improvements shall be made in accordance with the submitted plans. 9. Prior to submittal of the final map, the Applicant shall submit a management plan per Sections 34-335 and 34-376 of the Santa Ana Municipal Code. 10. Prior to submittal of the final map, the Applicant shall submit a conversion plan per Section 41-1804 of the Municipal Code. 11. Property Maintenance Agreement. Subject to review and applicability by the Planning and Building Agency, the Public Works Agency, 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 or incorporate the form of this condition within the project's CC&R's with the City of Santa Ana 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: 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, requirements and restrictions, as applicable (including but not limited to hours of operation, security requirements, the proper storage and disposal of trash and debris, enforcement of the parking management plan, and/or restrictions on certain uses, 75A-82 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. h. The execution and recordation of the maintenance agreement shall be a condition precedent to the final map being recorded. 75A-83 RESOLUTION NO. 2020-xx A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING AND ADOPTING AN ADDENDUM TO THE ENVIRONMENTAL IMPACT REPORT FOR THE TRANSIT ZONING CODE PROJECT (SCH NO. 2006071100) FOR SITE PLAN REVIEW NO. 2020-01, SITE PLAN REVIEW NO. 2020-02, DENSITY BONUS AGREEMENT NO. 2020-01 AND DISPOSITION AND DEVELOPMENT AGREEMENT AND ADOPTION OF A MITIGATION MONITORING AND REPORTING PROGRAM FOR THE THIRD AND BROADWAY MIXED - USE PROJECT LOCATED AT 201 WEST THIRD STREET WHEREAS, Michael Harrah, representing Caribou Industries Inc. (hereinafter referred to as "Applicant'), is requesting approval of Density Bonus Agreement No. 2020-01, Site Plan Review No. 2020-01, Site Plan Review No. 2020-02, Variance No. 2020-05, Tentative Parcel Map No. 2020-02, and a Disposition and Development Agreement to allow the demolition of an existing public parking structure and construction of a new mixed -use 171-unit residential and 13,419 square foot commercial development and 75-room hotel at 201 West Third Street; and WHEREAS, the subject Property contains 1.41 acres and is currently developed with a City -owned public parking structure; and WHEREAS, the Transit Zoning Code was adopted in 2010 as a result of interest in developing transit -oriented mixed -use residential and commercial projects in its project area. The Transit Zoning Code was amended in 2019 to modernize and refine development standards to further these interests. The regulating plan, which establishes land uses and development standards, allows a variety of housing and commercial projects, including mixed -use residential communities, live/work units, hotels, and offices; and WHEREAS, the City Council of the City of Santa Ana certified the Environmental Impact Report (SCH No. 2006071100) and adopted a mitigation monitoring and reporting program for the Transit Zoning Code, which allows a mixture of residential, commercial, and limited industrial land uses; and WHEREAS, the entitlements sought for the proposed mixed -use development project include a Density Bonus Agreement application, two Site Plan Review applications, a Variance application, a Tentative Parcel Map application, and a Disposition and Development Agreement; and WHEREAS, in 2010, the City Council certified the Final Environmental Impact Report ("2010 EIR") for the Transit Zoning Code Project ("Originally Approved Plan"), which analyzed the potentially significant environmental impacts of a mixed -use plan area consisting of new residential, commercial, and industrial development; and WHEREAS, pursuant to the 2010 EIR, the subject site may be developed with a mixed -use development consisting of residential and commercial land uses; and WHEREAS, when compared against the Originally Approved Plan, the proposed mixed -use development will not result in any new or intensified significant impacts; and 75A-84 WHEREAS, pursuant to the California Environmental Quality Act (Public Resources Code section 21000 et seq.) ("CEQA") and the State CEQA Guidelines (14 Cal. Code Regs. 15000 et seq.), the City is the Lead Agency for the proposed development; and WHEREAS, pursuant to CEQA, when taking subsequent discretionary actions in furtherance of a project for which an EIR has already been certified, the Lead Agency is prohibited from requiring a subsequent or supplemental EIR unless at least one of the circumstances identified in Public Resources Code section 21166 or State CEQA Guidelines section 15162 are present; and WHEREAS, City staff has evaluated the proposed project and considered whether, in light of the impacts associated with its development, any supplemental or subsequent environmental review is required pursuant to Public Resources Code section 21166 or State CEQA Guidelines section 15162; and WHEREAS, the analysis contained in the Third & Broadway project's EIR Addendum ("2020 Addendum") concludes that none of the circumstances described in Public Resources Code section 21166 or State CEQA Guidelines section 15162 have occurred, and thus no supplemental or subsequent EIR is required; and WHEREAS, 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 TPA's; and WHEREAS, on September 28, 2020 at a duly noticed public hearing, the Planning Commission recommended City Council adoption of the 2020 Addendum; and WHEREAS, on October 20, 2020 at a duly noticed public hearing, the City Council considered the 2020 Addendum for Site Plan Review No. 2020-01, Site Plan Review No. 2020-02, Density Bonus Agreement No. 2020-01 and Disposition and Development Agreement; and WHEREAS, all other legal prerequisites to the adoption of this Resolution have occurred. NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES RESOLVE, DETERMINE, FIND AND ORDER AS FOLLOWS: SECTION 1. The above recitals are true and correct and incorporated herein by reference. SECTION 2. State CEQA Guidelines section 15164 requires lead agencies to prepare an addendum to a previously certified EIR if some changes or additions to the project are necessary, but none of the conditions requiring preparation of a subsequent EIR are present. The City Council has reviewed and considered the 2010 EIR and the 2020 Addendum, and finds that these documents taken together contain a complete and accurate reporting of all of the potential environmental impacts associated with the proposed development. The City Council further finds that the 2020 Addendum has 75A-85 been completed in compliance with CEQA and the State CEQA Guidelines. The City Council further finds and determines that the Addendum reflects the City's independent judgment. SECTION 3. Based on the substantial evidence set forth in the record, including but not limited to the 2010 EIR and the 2020 Addendum, the City Council finds that an addendum is the appropriate document for disclosing the changes to the subject property, and that none of the conditions identified in Public Resources Code section 21166 and State CEQA Guidelines section 15162 requiring subsequent environmental review have occurred, because: (a) The proposed development does not constitute a substantial change that would require major revisions of the 2010 EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects. (b) There is not a substantial change with respect to the circumstances under which the proposed development will be developed that would require major revisions of the 2010 EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of the previously identified significant effects. (c) New information of substantial importance has not been presented that was not known and could not have been known with the exercise of reasonable diligence at the time the 2010 EIR was certified or adopted, showing any of the following: (i) that the modifications would have one or more significant effects not discussed in the earlier environmental documentation; (ii) that significant effects previously examined would be substantially more severe than shown in the earlier environmental documentation; (iii) that mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects, but the applicant declined to adopt such measures; or (iv) that mitigation measures or alternatives considerably different from those analyzed previously would substantially reduce one or more significant effects on the environment, but which the applicant declined to adopt. SECTION 4. The City Council hereby finds that mitigation measures identified in the 2010 EIR remain applicable to the Transit Zoning Code. These findings are laid out more specifically in the Mitigation Monitoring and Reporting Program ("MMRP") attached hereto as Exhibit A. The City Council therefore hereby adopts those mitigation measures identified as remaining applicable to the Transit Zoning Code, through the MMRP attached hereto and incorporated herein as Exhibit A. Applicant shall be solely responsible for the implementation of all mitigation measures in the MMRP applicable to any aspect of the proposed mixed -use development project. SECTION 5. The City Council hereby approves and adopts the 2020 Third and Broadway Addendum related to Site Plan Review No. 2020-01, Site Plan Review No. 2020-02 and Density Bonus Agreement No. 2020-01, attached hereto and incorporated herein as Exhibit B. SECTION 6. The Applicant shall indemnify, protect, defend and hold the City and/or any of its officials, officers, employees, agents, departments, agencies, 75A-86 authorized volunteers, and instrumentalities thereof, harmless from any and all claims, demands, lawsuits, writs of mandamus, and other and proceedings (whether legal, equitable, declaratory, administrative or adjudicatory in nature), and alternative dispute resolution procedures (including, but not limited to arbitrations, mediations, and such other procedures), judgments, orders, and decisions (collectively "Actions"), brought against the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof, that challenge, attack, or seek to modify, set aside, void, or annul, any action of, or any permit or approval issued by the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof (including actions approved by the voters of the City) for or concerning the project, whether such Actions are brought under the Ralph M. Brown Act, California Environmental Quality Act, the Planning and Zoning Law, the Subdivision Map Act, Code of Civil Procedure sections 1085 or 1094.5, or any other federal, state or local constitution, statute, law, ordinance, charter, rule, regulation, or any decision of a court of competent jurisdiction. It is expressly agreed that the City shall have the right to approve, which approval will not be unreasonably withheld, the legal counsel providing the City's defense, and that Applicant shall reimburse the City for any costs and expenses directly and necessarily incurred by the City in the course of the defense. City shall promptly notify the Applicant of any Action brought and City shall cooperate with Applicant in the defense of the Action. SECTION 7. The City Council directs staff to prepare, execute and file a CEQA Notice of Determination with the Orange County Clerk's Office within five working days of the City Council's approval of Site Plan Review No. 2020-01, Site Plan Review No. 2020-02, Density Bonus Agreement No. 2020-01 and Disposition and Development Agreement for the Third and Broadway Mixed -Use Development Project. SECTION 8. The 2010 EIR and the 2020 Addendum, and any other documents and materials that constitute the record of proceedings upon which these findings have been based are on file, are incorporated herein by reference and are available for public review at Santa Ana City Hall, Planning and Building Agency, M20, 20 Civic Center Plaza, Santa Ana, California 92701. The custodian of these records is Daisy Gomez, City Clerk for the City. 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 day of 12020. APPROVED AS TO FORM: Miguel A. Pulido Mayor 75A-87 Sonia R. Carvalho City Attorney By: Ryan Hoi_e Assist t City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers 75A-88 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, DAISY GOMEZ, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2020-xx to be the original resolution adopted by the City Council of the City of Santa Ana on Date: Clerk of the Council City of Santa Ana 75A-89 EXHIBIT A MITIGATION MONITORING AND REPORTING PROGRAM The Mitigation Monitoring and Reporting Program (MMRP) is available online at: https://www.santa-ana.orq/pb/planning-division/major-planning-projects-and- monthly-development-project-reports/3rd-and-0 Or by visiting: Planning and Building Agency — Planning Division Public Counter 20 Civic Center Plaza Santa Ana, CA 92701 75A-90 EXHIBIT B THIRD AND BROADWAY EIR ADDENDUM The Third and Broadway Project EIR Addendum and Technical Appendices are available online at: https://www.santa-ana.orq/pb/planning-division/major-planning-projects-and- monthly-development-protect-reports/3rd-and-0 Or by visiting: Planning and Building Agency — Planning Division Public Counter 20 Civic Center Plaza Santa Ana. CA 92701 75A-91 RESOLUTION NO. 2020-xx A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING DENSITY BONUS AGREEMENT NO. 2020-01, SITE PLAN REVIEW NO. 2020-01, AND SITE PLAN REVIEW NO. 2020-02 AS CONDITIONED FOR A NEW MIXED -USE AND HOTEL DEVELOPMENT LOCATED AT 201 WEST THIRD 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. Michael Harrah, representing Caribou Industries Inc. (hereinafter referred to as "Applicant'), is requesting approval of Density Bonus Agreement No. 2020-01, Site Plan Review No. 2020-01, and Site Plan Review No. 2020- 02, as conditioned to allow the construction of a new mixed -use development consisting of 171 residential units, 13,419 square foot commercial development and a 75-room hotel at 201 West Third Street. B. The Transit Zoning Code was adopted in 2010 as a result of interest in developing transit -oriented mixed -use residential and commercial projects in its project area. The Transit Zoning Code was amended in 2019 to modernize and refine development standards to further these interests. The regulating plan, which establishes land uses and development standards, allows a variety of housing and commercial projects, including mixed -use residential communities, live/work units, hotels, and offices. C. The California Density Bonus Law (California Government Code Section 65915 et seq.) 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/concessions or waivers that would help the project be built without significant burden and without detriment to public health. D. On September 28, 2020, the Planning Commission of the City of Santa Ana held a duly noticed public hearing regarding Density Bonus Agreement No. 2020-01, Site Plan Review No. 2020-01 and Site Plan Review No. 2020-02 at that time considered all testimony, written and oral and recommended City Council approval of the entitlements. E. On October 20, 2020, the City Council of the City of Santa Ana held a duly noticed public hearing regarding Density Bonus Agreement No. 2020-01, 75A-92 Site Plan Review No. 2020-01, Site Plan Review No. 2020-02 and Disposition and Development Agreement at that time considered all testimony, written and oral. F. Sections 41-2007 and 41-593.5 of the Santa Ana Municipal Code (SAMC) requires a review by the Planning Commission and City Council of all plans for developments of over four stories within the Transit Zoning Code (Specific Development No. 84) to ensure the project is in conformity with the overlay zone plan. G. The zoning designation for the subject property is Specific Development No. 84. Downtown sub -zone. H. The City Council determines pursuant to SAMC Sections 41-2007 and 41- 593.5, that the mixed -use and hotel project is in compliance with all applicable development standards outlined within the Specific Development (SD No. 84/Transit Zoning Code), with the exception of required on -site residential parking, maximum stories, open space and massing which, pursuant to the California Government Code sections 65915 through 65918, may be reduced through approval of the requested Density Bonus Agreement application and off-street parking subject to approval of Variance No. 2020-02. The City Council determine that the following findings, which must be established in order to grant this Density Bonus Agreement with deviations pursuant to SAMC Section 41-1607, have been established for Density Bonus Agreement No. 2020-01 to allow construction of the proposed project: 1. That the proposed development will materially assist in accomplishing the goal of providing affordable housing opportunities in economically balanced communities throughout the city. The proposed development will provide 152 market -rate rental units and 19 very -low income affordable units, contributing toward the City's rental housing stock to serve the needs of diverse and underserved populations. 10 studios, 6 one -bedrooms and 3 two -bedrooms very -low income units will be evenly dispersed throughout the development. The area in which the project is proposed, the Transit Zoning Code plan area, currently contains several entitled or constructed affordable and market -rate residential communities. The construction of this project will contribute toward an economically and demographically balanced community by providing housing for different demographic and income levels in an area rich with employment 75A-93 opportunities, commercial development, market -rate housing and close to many public transportation options such as the under -construction OC Streetcar, bus routes and the Santa Ana Regional Transportation Center. 2. That the development will not be inconsistent with the purpose of the underlying zone or applicable designation in the general plan land use element. The project site is located in an area already identified in both the City's Zoning Code (the Transit Zoning Code) and General Plan (the Land Use and Housing elements) for new residential communities. The application includes a request for a 35-percent density bonus in exchange for providing eleven percent very -low income units on -site (19 units). Under the State's Density Bonus Law, developers providing eleven percent very -low income units may request a numerical density bonus of 35 percent from the base density (California Government Code Section 65915 (f)(2)). The General Plan land use designation for Downtown is District Center which allows 90 dwelling units per acre and maximum floor area ratio (FAR) of 3.0. Based on the site area of 1.41 acres at 90 dwelling units per acre 127 units are allowed. In exchange for providing eleven percent very -low income units on -site an additional 45 units are permitted through a density bonus. Therefore, the project proposes a total of 171 units with a total FAR of 4.2 for the development site. Application of the floor area ratio maximum would physically preclude development of on -site affordable housing units. Furthermore, California Government Code Section 65915 (f)(5) granting a density bonus shall not require a General Plan Amendment. With approval of concessions and waivers the project is consistent with the underlying zoning development standards and General Plan. Additionally, the project supports several goals and policies within the General Plan land use element. 3. That the deviations are necessary to make it economically feasible for the Applicant to utilize a density bonus authorized for the development pursuant to section 41-1603. The proposed project requires waivers, two incentives/concessions, and for a reduction in required on - site (off-street) parking. The deviations are described as follow: 75A-94 (a) Waiver from the General Plan Land Use Element, Downtown District Center maximum FAR of 3.0. The FAR for the entire development site is 4.2. Capping the FAR at 3.0 would physically preclude development of the project and on -site affordable housing units [Cal. Gov't Code Sec. 65915 (e)(1)]. Limiting the FAR may preclude additional stories to accommodate the affordable units and density bonus units which make the project financially feasible for the developer. (b) Waiver from Santa Ana Municipal Code Sec. 41-2011(a) — Height. The Line Block Building Type sets a maximum height of 10-stories while 16 stories are proposed. The additional stories are needed to provide affordable housing units on -site and to make the construction of a high-rise development financially feasible. In addition, the requirement to provide 211 public parking spaces on site adds an additional five stories to the overall development [Cal. Gov't Code Sec. 65915 (e)(1)]. (c) Concession 1 from Santa Ana Municipal Code Sec. 41- 2023(f) Open Space, the project's open space is designed as open roof decks rather than courtyards or forecourt. Construction of a courtyard or forecourt would substantially increase engineering costs and the development would need to be redesigned completely reducing the number of units that could be constructed on the site therefore, reducing the number of onsite affordable housing units that would result from the project [Cal. Gov't Code Sec. 65915 (d)(1)]. (d) Concession 2 from Santa Ana Municipal Code Sec. 41- 2023(i) Massing a reduction in massing at the third level would result in a reduction in public parking or redesigning and engineering the project which would reduce the financial feasibility of redeveloping the site and providing 19 onsite very -low income units [Cal. Gov't Code Sec. 65915 (d)(1)]. (e) Parking: Constructing 2.0 parking spaces per residential unit and 0.15 guest parking spaces per residential unit on the project site would require the developer to construct additional levels of parking either above- or below -grade, resulting in increased construction costs and/or a loss of an entire level of residential units. The City has identified the Transit Zoning Code area for high -intensity, mixed - use, transit -oriented development in order to reduce 75A-95 demands for parking and traffic impacts. Pursuant to California Government Code Section 65915 (p)(1) residential developments providing eleven percent on - site affordable housing units at very -low income levels are entitled to provide on -site parking at the ratio of 1 stall for studio or one -bedroom units, and 2 stalls for two - bedroom units, inclusive of handicapped and guest parking. To address the parking reduction requested by the applicant pursuant to State Housing Law, the Applicant prepared a parking study and parking management plan (PMP). The PMP adequately outlines measurable means to provide additional parking through additional onsite valet parking, offsite parking, or a combination thereof, raising the effective parking ratios to a minimum of 2.15 parking spaces per residential unit if fully implemented. Section 2. The Applicant shall indemnify, protect, defend and hold the City and/or any of its officials, officers, employees, agents, departments, agencies, authorized volunteers, and instrumentalities thereof, harmless from any and all claims, demands, lawsuits, writs of mandamus, and other and proceedings (whether legal, equitable, declaratory, administrative or adjudicatory in nature), and alternative dispute resolution procedures (including, but not limited to arbitrations, mediations, and such other procedures), judgments, orders, and decisions (collectively "Actions"), brought against the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof, that challenge, attack, or seek to modify, set aside, void, or annul, any action of, or any permit or approval issued by the City and/or any of its officials, officers, employees, agents, departments, agencies, and instrumentalities thereof (including actions approved by the voters of the City) for or concerning the project, whether such Actions are brought under the Ralph M. Brown Act, California Environmental Quality Act, the Planning and Zoning Law, the Subdivision Map Act, Code of Civil Procedure sections 1085 or 1094.5, or any other federal, state or local constitution, statute, law, ordinance, charter, rule, regulation, or any decision of a court of competent jurisdiction. It is expressly agreed that the City shall have the right to approve, which approval will not be unreasonably withheld, the legal counsel providing the City's defense, and that Applicant shall reimburse the City for any costs and expenses directly and necessarily incurred by the City in the course of the defense. City shall promptly notify the Applicant of any Action brought and City shall cooperate with Applicant in the defense of the Action. Section 3. In accordance with the California Environmental Quality Act (CEQA), the City Council of the City of Santa Ana has, as a result of its consideration of the record as a whole and the evidence presented at the hearings on this matter, determined that, as required pursuant to the California Environmental Quality Act (CEQA) and the State CEQA Guidelines, Environmental Review No. 2019-85 meets all the requirements of CEQA: 75A-96 Based on the substantial evidence set forth in the record, including but not limited to the 2010 EIR and the 2020 Third & Broadway Addendum, the City Council finds that an addendum is the appropriate document for disclosing the changes to the subject properties, and that none of the conditions identified in Public Resources Code section 21166 and State CEQA Guidelines section 15162 requiring subsequent environmental review have occurred, because: A. The project does not constitute a substantial change that would require major revisions of the 2010 EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of previously identified significant effects. B. There is not a substantial change with respect to the circumstances under which the project will be developed that would require major revisions of the 2010 EIR due to the involvement of new significant environmental effects or a substantial increase in the severity of the previously identified significant effects. C. New information of substantial importance has not been presented that was not known and could not have been known with the exercise of reasonable diligence at the time the 2010 EIR was certified or adopted, showing any of the following: (i) that the modifications would have one or more significant effects not discussed in the earlier environmental documentation; (ii) that significant effects previously examined would be substantially more severe than shown in the earlier environmental documentation; (iii) that mitigation measures or alternatives previously found not to be feasible would in fact be feasible and would substantially reduce one or more significant effects, but the applicant declined to adopt such measures; or (iv) that mitigation measures or alternatives considerably different from those analyzed previously would substantially reduce one or more significant effects on the environment, but which the applicant declined to adopt. Section 4. The City Council of the City of Santa Ana, after conducting the public hearing, hereby approves Density Bonus Agreement No. 2020-01, Site Plan Review No. 2020-01, Site Plan Review No. 2020-02 as conditioned in Exhibit A, attached hereto and incorporated as though fully set forth herein. This decision is based upon the evidence submitted at the above said hearing, which includes, but is not limited to: the Request for City Council Action dated October 20, 2020, and exhibits attached thereto; and the public testimony, written and oral, all of which are incorporated herein by this reference. "'Signatures on following page"' ADOPTED this day of 12020. 75A-97 Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho City Attorney LIM Ryan O. Hodge Assistant City Attorney NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, DAISY GOMEZ, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2020-xx to be the original resolution adopted by the City Council of the City of Santa Ana on Date: Clerk of the Council City of Santa Ana 75A-98 EXHIBIT A Conditions for Approval for Site Plan Review No. 2020-01, Site Plan Review No. 2020-02 and Density Bonus Agreement No. 2020-01 Site Plan Review No. 2020-01, Site Plan Review No. 2020-02 and Density Bonus Agreement No. 2020-01 are approved subject to compliance, to the reasonable satisfaction of the Planning Manager, with applicable sections of the Santa Ana Municipal Code, the California Administrative Code, the California Building Standards Code, and all other applicable regulations. In addition, it shall meet the following conditions of approval: The Applicant must comply with each and every condition listed below Prior to exercising the rights conferred by this site plan review. The Applicant must remain in compliance with all conditions listed below throughout the life of the development project. Failure to comply with each and every condition may result in the revocation of the site plan review. A. Planning Division 1. All proposed site improvements must conform to the Development Project Review approval of DP No. 2019-32 and the staff report exhibits. 2. Any amendment to this site plan review, including modifications to approved materials, finishes, architecture, site plan, landscaping, unit count, mix, and square footages must be submitted to the Planning Division for review. At that time, staff will determine if administrative relief is available or if the site plan review must be amended. 3. A residential property manager shall be on site at all times that the project is occupied and the developer and on -site management shall at all times maintain a 24-hour emergency contact and contact information on file with the City. 4. The Project shall implement the Parking Management Plan dated September 9, 2020. 5. The Project shall include a publicly -accessible amenity area available to the public on a semi -regular basis, upon agreement by the public and Applicant, but in no instances less than four times per year for community -serving purposes. Any revisions to the proposed projects to include said amenity area, or any required modifications to accommodate said amenity area, shall be reviewed for substantial conformance during Building Division plan check. 6. All mechanical equipment shall be screened from view from public and roof deck amenity areas. 75A-99 7. Prior to issuance of any building permits, the Applicant shall submit a detailed rooftop plan to the Planning Division for review and approval demonstrating that the unoccupied lower level rooftops, visible from the building levels above, incorporate artificial green roofs and water infiltration planters as shown on the DP No. 2019-32 plans. 8. Prior to the issuance of any building permits, the Applicant shall submit a final detailed amenity plan to the Planning Division for review and approval. The plan shall include details on the hardscape design, lighting concepts and outdoor furniture for amenity decks and plaza areas as well as an installation plan. The exact specifications for these items are subject to the review and approval by the Planning Division. 9. Prior to issuance of building permits, the Applicant shall submit a construction schedule and staging plan to the Planning Division for review and approval. The plan shall include perimeter construction signage with a contact phone number, construction hours, staging areas, parking and site security/screening during project construction. 10. Prior to installation of landscaping, the Applicant shall submit photos and specifications of all trees to be installed on the project site to the Planning Division review and approval. Specifications shall include, at a minimum, the species, box size (24 inches minimum), brown trunk height (10-foot minimum), and name and location of the supplier. 11. After Project occupancy, landscaping and hardscape materials must be maintained as shown on the approved landscape plans. 12. A Resident Storage Plan shall be provided for the Project prior to occupancy. Storage shall be available at no cost to the residents. 13. Prior to Certificate of Occupancy issuance, public art shall be installed on the Project site at a value of one-half of one percent (0.5%) of the total valuation of both buildings. The art shall be installed on the north, east, west and south elevations of the mixed -use project and on the south elevation of the hotel project in the areas depicted on the DP No. 2019-32 plans. The selection, design, and installation of the art shall be subject to review and approval by the Planning and Building Agency, the Community Development Agency, and the Applicant. 14. Prior to Certificate of Occupancy issuance, a Property Maintenance Agreement must be recorded against the property. The agreement will be subject to review and applicability by the Planning and Building Agency, the Community Development Agency, the Public Works Agency, 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) 75A-100 shall execute a Maintenance Agreement with the City of Santa Ana 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: (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, requirements and restrictions, as applicable (including but not limited to hours of operation, security requirements, the proper storage and disposal of trash and debris, enforcement of the parking management plan, 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, 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 75A-101 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. (h) The execution and recordation of the Maintenance Agreement shall be a condition precedent to the issuance of final approval for any construction permit related to this entitlement. 75A-102 EXHIBIT 2 75A-103 DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02/VAR No. 2020-05/TPM No. 2020-02 201 West Third Street - Third & Broadwa Moved -Use De rl _ 2019 Aerial Zoning Zon De. omm°nio,,mmmertn Community i'mnmerthl Museum Ilzvia ■ General Commercial � Piannea sneppirecenre, .. Frcenal C°mmercial cpmmemm flee�eeonel m m.m oet nmmmn.loetmt ■asM lne°am:aen r - ■ " 0, spau.u:ai � open spas le,m ■ MCVo GN Overhy'Zone - ■ Pwyexwre I+Cl2� a Sn�Ppmily lfestlence ■M,hip r,Peziaes¢e ■ Muhipk, Pezit Ap,,t ■ SuhuTan Ppastmens ■ flesitlential-FstaR sperm[ Developmem no. t ■spec . el°pmem no-t IY ■speoru el°pmem n°-tyi — _ ■spedne revs°pmentrva is 5r—. Deva°pment N°-l5 � r • 5r,r rDevelnpment N° sp«m[ Development Ne. v ■speea e.l°Pmemn°-t ■spea �. mnpment n°-t _ _ ■ spet�nr D—I,pmem spe:r. Develep—t nn-lo �spearn o..Iopment No-n - -- — ■ Spe[ifi[ Development N.35 sperm[ Dweicpmeot N..3s ■ spee1rr, el.epmem ■ spear. a empmem N, n°-3 ■ speaee revs°pmem 33 spear. Devee,pment N, N°-3 ■ Spe,ifir Development N3' sperT[ Developmem N..c.3c ■ spearl a mnpment n°-a ■spetn eeepment nn-s ■ SpeciTu ment No Dry .P-69 � spear¢ revelnpment n°-4o � year. oevaepment n°-43 ■Spe[tfi[DevNapment No.43 Spe[[fi[ Development rvo.43 ■Spent: evelopment no-OO ■soe"``revel°pmem"°-°` 250 feet ■spear revel°pmem sp—fie D..a°pmem Ne_as N Exhibit 2 - Vicinitv Zonina & Aerial View 75A-104 CO 2020 Diaital Mao Products. All rights reserved. EXHIBIT 3 75A-105 ..BOB I- � I- . , :: - , EXHIBIT 4 75A-107 IIIIIIIIIII IIIIIIIIIII'1_�IIIII.� e.ele.ele. el el � 1 .e I 6e� I NORenl[0 M w ),vneaaoaa Ij 0 331, =d ec DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02/VAR No. 2020-05/TPM No. 2020-02 201 West Third Street Third & Broadway Mixed -Use Development Exhibit 4 — Site Plan 75A-108 EXHIBIT 5 75A-109 Elm MudwA)(sae sq n2(660 SF) AS(7RR SF) B A,A4(547 sq 1 BR Bt (625 BF) i BR BS (M SF) 1 BR BR (980 BF) 1 BR 04 (]OS Sq H.- LI t RR BS(u3 SF) 1 RR B8(RBO BF) 9](969 SFJ DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02/VAR No. 2020-05/TPM No. 2020-02 201 West Third Street Third & Broadway Mixed -Use Development Exhibit 5 — Residential Unit Floor Plans 75A-110 2 BF CI (1.W2 SFl E. 7 -j ---- 1:1113111 V MMW PI I1,1375 F) P2(1016 SFl 2 BB C2 (1,025 SF DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02/VAR No. 2020-05/TPM No. 2020-02 201 West Third Street Third & Broadway Mixed -Use Development Exhibit 5 — Residential Unit Floor Plans 75A-111 EXHIBIT 6 75A-112 5�i 75A-113 N �v� 3 I A a, 0 NIL if it K� awlM. yIIA �lF; Ci t cn I•.k II o �ia aryl i� P�3 J §91 } # TO; I F 0 I Y 75A-114 aryl —I 75A-115 aryl 75A-116 11:1kiA 75A-117 75A-1 twint Y 7 N C 10 1p try n n 0 A 5� �s 14 "Mm Mu e" _ 16666 U U EXHIBIT 8 75A-120 Z = o N A ii ..i p' �y • • 9 • S. li Rasa - tWE43 IIC"+.�ryyp� peS n ee°s 9M 55'1�1 • � A �4'I° . ' 11.4 i y1 i1i11�1i it1'11`'1'I,14�,1' ��4�► 11�i1a+� � � !`.ff6°�1��111�1�i�i!14!i114�i!�11111{I IIY�{III{\�ll�{I,1■►� 1 �� "OEM, f�. �t AWiwp ANIly ! 7. T ■ qqq■ ° 9.1'1.1• ° � � ! 'PI•P • { 1 _I.19`!:: "{_I`i• kv, ; s. rika, �� x . I �d Y�Pe Em -� ` r.\ . din .. � •!' ii/�/I �l �l /i�/ � j 1 l�' C � i In W J @a3Tw T' lei �•I \�65,�' uafl tp a . W ��. �a�b °� �'.• yea i I 9 75A-1 26 EXHIBIT 9 75A-127 111111111�1 '�-_ tt_ • i itllun'' MO S1S146f s d Flop Ca. "N PO D+<k Pl.a 5i Fb E».t R.4 D.& PL.. JPD f.IPEEI Penthouse level Pool Deck PI.. DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02/VAR No. 2020-05/TPM No. 2020-02 201 West Third Street Third & Broadway Mixed -Use Development Exhibit 9 — Mixed -Use On Site Open Space 75A-128 U 3R03TRICT IIIIIIIII Illrlsl ' • C crr 'n � r�-■pti. �. �11■ *ir A41 icy �.! •i. ■ .y�ry 3aosTR6V Nobel ]bed Floor Common pock s Typkol Private Patio Hotel 10th Floor Bar d Lounge Desk Plen DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02/VAR No. 2020-05/TPM No. 2020-02 201 West Third Street Third & Broadway Mixed -Use Development Exhibit 9 — Hotel On Site Open Space 75A-129 EXHIBIT 10 75A-130 Conformance to Development Parcel 1 Mixed -Use Development Required by the Transit Zoning Code Provided Lined Block Building Type Height (Table DT-1): Approval of a Density Bonus Agreement Concession 1 1. Minimum - 2 stories Required per California Government Code Section 2. Maximum - 10 Stories 6591 5d 2 B ; 16 Stories Parking Driveway Width (Table DT-5): Complies, 2-Way Driveways: 20'0" 2-Way Driveway: 20'0" minimum and 25'0" maximum. Parking (Table DT-6): Approval of a Density Bonus Agreement Parking per 1. Standard: 2 stalls per unit minimum and 0.15 stalls per California Government Code Section 65915(p)(1); unit guest, and 1/400 square feet of commercial space. Residential: 196 stalls (Per Affordable Housing Plan, State o Requires (402 total): 342 residential space, 26 of Califomia Government Code Section 65915(p)(1): guest spaces and 34 commercial parking 0 Studio to 1 bedroom — 1 stall spaces required • 2 to 3 bedrooms — 2 stalls Commercial: 0 Stalls (1/400 sf) • Per Parking Management Plan, up to 318 onsite parking spaces may be provided with valet service (1.85 per unit onsite parking ratio) • Per Parking Management Plan, up to 50 additional parking spaces available offsite (2.15 per unit parking ratio Setbacks (Table DT-2): Complies; nevermore than 10'0" maximum. 1. Front Yard — 0'0" min, 0'0" max 2. Street Side — 0'0" min, 10'0" max 3. Side Yard —0'0" min, no max 4. Rear Yard — 15'0" min, no max 5. Alley Yard — 3'0" min no max Frontage Type (Table DT-4): Complies; 1. Arcade — Min 50% of Frontage Broadway: 100% Shopfront 2. Gallery —Min 50% of Frontage 3rd Street: 100% Shopfront 3. Shopfront — Min 75% of Frontage Sycamore Street: 100% Shopfront 4. Forecourt — Max 50% of Frontage (remainder of frontage per permitted types) 5. Stoop — Max 50% of Frontage Building Types Allowed (Table BT-1): Complies; Lined Block Flex Block, Lined Block, Stacked Dwellings, Courtyard Housing, Live -Work, Tuck Under Lined Block Width and Depth (Table BT-1): Complies; Width — Min 125'0" and Max 300'0" 1. Width — 276'0" Depth —Minimum 100'0" 2. Depth — 145'0" Lined Block Access Standards (Sec. 41-2023): Complies; All requirements met and shown in plan sheets- 1 - The main entrance to each ground floor shall be directly from the street. 2. Entrance to residential portions of the building shall be through a dedicated street level lobby, or through a dedicated podium lobby accessible from the street of through a side yard. 3. Access to each unit above the second level, not accessed through a podium, shall be through an interior corridor of at least 6'0" with recessed doors or seating alcoves/offsets at least every 100'0". 4. Each level of the building shall have access to the garage via an elevator. DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02NAR No. 2020-05/TPM No. 2020-02 201 West Third Street Third & Broadway Mixed -Use Development 5 7Ab11 31 Required by the Transit Zoning Code Provided Lined Block Parking Standards (Sec. 41-2023): Complies; The building provides parking via an 1. All parking shall be in an underground or above- underground and above -ground garage. All dwellings will ground garage, tuck under parking, or combination have indirect access to parking stalls- thereof- 2- Dwellings shall have indirect access to their parking stall(s)- Lined Block Open Space Standards (Sec. 41-2023): Approval of a Density Bonus Agreement per California 1. The common open space shall be designated as a Government Code Section 65915(e)(1); courtyard, or in the front as a forecourt. This area shall be equal to 15% of the lot and shall be open to 1. Required (Common + Private): 13,567SF the sky. Provided (Common + Private): 18,208 SF 2. Minimum courtyard width of 20'0" when running EW 2_ Complies with dimensions and 15'0" when running NS. 3. Complies with dimensions 3. 20'0" wide courts only permit architectural projections 4. 55 units do not have private open space and the on two opposing sides. minimum dimension if 5' in some directions- 4- Private open space for each dwelling unit and no less 5. See #1 above than 50 SF and not less than 6'0" in each direction. 5. Private open space can be substituted for common open space or common interior space at an equivalent square footage. The minimum dimension of this space shall be 15'0" in each direction. Lined Block Landscape Standards (Sec. 41-2023): 1. N/A 1. If a front yard is present, one 24" box tree per 25'0" 2. Plan check lineal feet shall be provided. 3. Complies 2. Six (6) 5-gallon shrubs and ten (10) 1-gallon size 4. N/A shrubs or ground cover per required tree. 5. Plan check 3. Courtyards located above garages shall avoid the 6. N/A sensation of forced podium hardscape. 7. N/A 4. Trees in the front yard may not exceed 12-15' in height at maturity and must be suitable for built in concrete planters or containers with a 36-inch width. 5. One 36" box tree is required per courtyard that meets the minimum dimensions. For courtyards that exceed minimum dimensions, two or more 24-inch box small size trees may be substituted. 6. If a rear yard is present, at least one (1) 36" box tree per 30'0" lineal feet shall be planted. 7. If a side yard is present, at least one (1) 24" box tree per 30'0" lineal feet shall be provided - Lined Block Frontage Standards (Sec. 41-2023): All requirements met and shown in plan sheets. Entry door oriented to street/courtyard when fronting to one. Service rooms -oriented backing to corridors. Lined Block Building Size and Massing Standards Approval of a Density Bonus Agreement Concession 2 (Sec. 41-2023): Required per California Government Code Section 1-4 (Standards Noted and Met) 65915(d)(2)(B); 5. Max Ratios of each Story: a.Ground Floor — 100% Building Max Ratios: 1-4 Complies b. Level 2 — 100% c. Level 3-5 — 85% a. Ground Floor — 99% d. Level 6 + — 85% b. Level 2 — 99% c. Level 3 — 94% d. Levels 4- 16 — 50 to 85% DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02NAR No. 2020-05/TPM No. 2020-02 201 West Third Street Third & Broadway Mixed -Use Development 75A-132 Conformance to Development Parcel 2 Hotel Development Required by the Transit Zoning Code Provided Flex Block Building Type Height (Table DT-1): Complies, 10 Stories 1. Minimum - 2 stories 2. Maximum - 10 Stories Parking Driveway Width (Table DT-5): Complies; 2-Way Driveway: Project's driveway 23'6" and 1-Way Driveway: 8'0" minimum and 170" maximum 1-Way Driveway 12' 2-Way Driveway: 20'0" minimum and 25'0" maximum. Parking (Table DT-6): Variance Required to provided parking per SAMC 1. Standard: 1/400 square feet of commercial space. Section 41-1344 Hotels and Motels. 1 space per guest 0 158 parking spaces required room, plus 1 space for each 10 rooms and use of mechanical stacker system; o 83 spaces provided via 4 ADA spaces, 42 mechanical stacker spaces and 37 reserved valet parking spaces within mixed -use parking structure Setbacks (Table DT-2): Complies; never more than 10'0" maximum- 1 - Front Yard — 0'0" min, 0'0" max 2. Street Side — 0'0" min, 10'0" max 3. Side Yard —0'0" min, no max 4. Rear Yard — 15'0" min, no max 5. Alley Yard — 3'0" min, no max Frontage Type (Table DT-4): Complies; 1. Arcade — Min 50% of Frontage 3rd Street: 100% Shopfront 2. Gallery —Min 50% of Frontage Sycamore Street: 100% Shopfront 3. Shopfront — Min 75% of Frontage 4. Forecourt — Max 50% of Frontage (remainder of frontage per permitted types) 5. Stoop — Max 50% of Frontage Building Types Allowed (Table BT-1): Complies; Flex Block Flex Block, Lined Block, Stacked Dwellings, Courtyard Housing, Live -Work, Tuck Under Flex Block Width and Depth (Table BT-1): Complies; Width — Min 75'0" and Max 1. Width — 156'0" Depth —Minimum 100'0" 2. Depth — 145'0" Flex Block Access Standards (Sec. 41-2022): Complies; All requirements met and shown in plan sheets- 1 - The main entrance to each ground floor shall be directly from the street. 2. Entrance to residential portions of the building shall be through a dedicated street level lobby, or through a dedicated podium lobby accessible from the street of through a side yard. 3. Access to each unit above the second level, not accessed through a podium, shall be through an interior corridor of at least 6'0" with recessed doors or seating alcoves/offsets at least every 100'0". 4. Each level of the building shall have access to the garage via an elevator. Flex Block Parking Standards (Sec. 41-2022): Complies; The building provides parking via an 1. Required parking shall be accommodated in an underground and above -ground garage. All dwellings will underground garage, surface parking, tuck under have indirect access to parking stalls - parking, or a combination thereof. DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02NAR No. 2020-05/TPM No. 2020-02 201 West Third Street Third & Broadway Mixed -Use Development QxUib *1 75A J. Required by the Transit Zoning Code Provided 2. Dwellings shall have indirect access to their parking stalls . Flex Block Open Space Standards (Sec. 41-2022): 1. Required (Common): 5,609 SF 1. The common open space shall be designed as a Provided: 10,367 SF courtyard, or in the front as a forecourt. This area shall be equal to 15 percent of the lot and shall be open to Complies All requirements met and shown in plan sheets. the sky. Courtyards may be located on the ground or on a podium. Side yards may also be formed to provide outdoor patios connected to ground floor commercial uses to serve as additional open space. 2. Minimum courtyard width of 40'0" when running EW and 30'0" when running NS. 3. 40'0" wide courts only permit architectural projections on two opposing sides. 4. Private open space for each dwelling unit and no less than 50 SF and not less than 6'0" in each direction. 5. Private open space can be substituted for common open space or common interior space at an equivalent square footage. The minimum dimension of this space shall be 15'0" in each direction. Flex Block Landscape Standards (Sec. 41-2022): 1. N/A 1. If a rear yard is present, one 36" box tree per 30'0" 2. Plan check lineal feet shall be provided. 3. Complies 2. Courtyards located over garages shall be designed to 4. N/A avoid the sensation of forced podium hardscape. 5. Plan check 3. Sideyard trees shall be placed to create a particular 6. N/A sense of place at a rate of one (1) 24-inch box tree per 7. N/A 30 lineal feet 4. If a front yard is present, at least one (1) 24-inch box tree per 25 lineal feet shall be planted. The trees may be placed in groups in order to achieve a particular design- 5- One 36" box tree is required per courtyard that meets the minimum dimensions. For courtyards that exceed minimum dimensions, two or more 24-inch box small size trees may be substituted. 6. Six (6) 5-gallon sized shrubs, ten (10) one -gallon size herbaceous perennials/shrubs and turf or acceptable dry climate ground covershall be planted for every required tree- 7- If a rear yard is present, at least one (1) 36" box tree per 30'0" lineal feet shall be planted - Flex Block Frontage Standards (Sec. 41-2022): All requirements met and shown in plan sheets. Entry door oriented to street/courtyard when fronting to one. Service rooms -oriented backing to corridors. Building Size and Massing Standards (Sec. 41-2022): Building Max Ratios- 1-4 (Standards Noted and Met) 1-4 Complies 6. Max Ratios of each Story: a. Ground Floor — 95% a.Ground Floor — 100% b. Level 2 — 98% b. Level 2 — 100% c. Level 3 to 10 35 to 61 % c. Level 3-5 — 85% d. Level 6 + — 85% DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02NAR No. 2020-05/TPM No. 2020-02 201 West Third Street Third & Broadway Mixed -Use Development 75A- ij �4 EXHIBIT 11 75A-135 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 Free Rerordingpursuant to Government Code 27383 DENSITY BONUS HOUSING AGREEMENT This DENSITY BONUS HOUSING AGREEMENT ("Agreement"), made and entered into this day of 2020, by and between the City of Santa Ana, a charter city and municipal corporation of the State of California ("City"), and Caribou Industries, Inc., a Nevada corporation ("Developer")_ City and Developer are sometimes referred to collectively as the "Parties" and individually as a "Party" RECITALS A. The City owns that certain property located within the City of Santa Ana, County of Orange, State of California, commonly known as 201 West Yd Street, Santa Ana, California, 92701, 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. Based on the reasons identified in the Disposition and Development Agreement between the Parties, the City desires to convey the Property and the Developer desires to accept the Property for the purpose of development of the Project as defined herein. C. Developer is proposing to construct a mixed use commercial and residential development consisting of one -hundred and seventy-one (171) residential rental units and 13,419 square feet of commercial space on the Property, in addition to a parking structure and hotel, as more particularly set forth in Density Bonus Application No. 2020-01 and Site Plan Review No.2020-01 ("Project"). D. 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 and/or incentives, concessions, or waivers to property owners or developers 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. DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02/VAR No. 2020-05/TPM No. 2020-02 201 West Third Street Third & Broadway Mixed -Use Development Exhibit 11 , fSXt1BOLLus Agreement E. The Project is proposing a total number of one -hundred and seventy-one (17t) residential units, including eleven (ll) percent (nineteen (19) units) for very -low income households. Accordingly, the Developer is able to seek an onsite parking standards incentive, concessions and waivers pursuant to the California Government Code because the Project will include onsite affordable units. Specifically, pursuant to California Government Code section 65915(p)(1), the Developer is seeking a reduction to provide onsite parking at the ratio of one (1) stall for studio or one -bedroom units, and two (2) stalls for two- to three -bedroom units, a concession for open space, and a concession for massing pursuant to California Government Code section 65915(d)(1), as well as waivers for building height and floor area pursuant to California Government Code Section 65915(e)(1) . F. The Project complies with the affordable housing requirements set forth in the State Density Bonus Law and City Density Bonus for Affordable Housing. 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 and City Density Bonus for Affordable Housing, and the express provisions of Government Code section 65915(p), the City has determined to grant Developer's application for density bonus and related onsite parking standards incentive, two concessions and waivers. H. This Agreement, and the exhibits attached hereto and incorporated herein by reference, are 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 incentive set forth herein_ NOW, THEREFORE, in consideration of the above recitals, which are incorporated herein by this reference, and of the mutual covenants contained herein, 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 Health and Safety Code Section 50052.5(h). . 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. The Affordable bent shall be adjusted to reflect a reasonable utilities allowance for utilities paid by the household using the Santa Ana Housing Authority Multi -Family Housing Utility Allowance Schedule, and shall be updated no less than annually. 75A-137 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 rented or available for rent to very -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 Change County, California Primary Metropolitan Statistical Area ("PMSA") as published by the California Department of Housing and Community Development ("HCD"), adjusted for family size, and shall be updated no less than annually. 1.1.4 "Affordable Units" means nineteen (19) units, which shall be comprised of ten (10) studio units, six (6) one -bedroom units, and three (3) two -bedroom units for Very -Low Income Tenants. Any change to the number or distribution of Affordable Units is subject to City Manager approval. 1.1.5 "Agreement" means this Density Bonus Housing Agreement. 1.1,6 "Base Units" means the one hundred and twenty-seven (127) Units that Developer would be authorized to develop on the Property without application of the State Density Bonus Law. 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. 1,111 "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 forty-four (44) Units in addition to the Base Units that Developer shall develop pursuant to the terms and conditions of this Agreement, of which Developer would not be entitled to develop without providing the Affordable Units. Pursuant to density allowance in the State Density Bonus Law, Developer would be allowed up to forty-five (45) Density Bonus Units, but has elected to utilize forty-four (44) Density Bonus Units pursuant to the plans submitted by Developer. 1.1.14 "Developer" means Caribou industries, Inc., a Nevada corporation, and its permitted successors and assigns to all or any part of the Property. 75A-138 1.1.15 "Effective Date" means the date the 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, pursuant to section 4.1 herein. 1.1.16 "Eligible Household" means a Household whose income does not exceed the qualifying limit for a "very -low income tenant" as defined herein, which means persons and families whose income does not exceed the qualifying limit for very -low income households. 1.1.17 "Household" means all persons residing in a Unit 1.1.18 "Median Income" means the Orange County„ California area median income, adjusted for family size appropriate to the unit, as periodically published by HCD. 1.1.19 "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. 1.1.20 "Project" means that certain mixed use commercial and residential development as more particularly described in Recital B and Section 2 of this Agreement. 1.1.21 "Property" means that certain real property more particularly described in the legal description in Exhibit A and improvements thereon. 1.1.22 "State Density Bonus Law" means Government Code sections 65915, et seq., as they exist on the Effective Date. 1.1.23 "Unit" means a residential dwelling unit within the Project to be constructed by Developer pursuant to this Agreement. 1.1.24 "Unrestricted Units" means the Units within the Project to be constructed by Developer to a Household without restriction. 1.1.25 "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 HCD. 1.2 Exhibits. The following documents are attached to, and by this reference made a part of, this Agreement: 75A-139 1.2.1 Exhibit A— Legal Description of the Property 1.2.2 Exhibit B — Tenant Verification 1.2.3 Exhibit C — Annual Tenant Recertification 1.2.4 Exhibit D—Annual Rental Housing Compliance Report L2.5 Exhibit E —Notice of Affordability Restrictions on Transfer of Property 1.2.6 Exhibit F — Parking Management Plan 1.2.7 Exhibit G —Map of Location of initial Affordable Units l .2.8 Exhibit H — Density Bonus Setup Fee 2. DEVELOPMENT OF THE PROPERTY 2.1 Protect. Developer shall develop, operate, and maintain the Property as a one - hundred and sevent -one 171 Unit mixed use commercial and residential development, with nineteen (19) Affordable Units for Very -Low Income Tenants. 2.2 Density Bonus. The Project shall have one -hundred and seventy-one (171) Units, including nineteen 19 Affordable 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 thirty-five percent (35%) density bonus increase provided by the State Density Bonus Law (127 Base Units x 35%= 45 State Density Bonus Units) for a total of 171 units. Although Developer has a right to construct up to forty-five (45) State Density Bonus Units on the Property, Developer has elected to construct or develop, or otherwise claim a right to construct or develop, no more than forty-four (44) State Density Bonus Units on the Property. 2.3 Development Concessions Incentives and Waivers. As set forth in the City entitlements, Developer petitioned for and is hereby granted the following concessions, incentives, and waivers as part of the approval of Density Bonus Agreement No. 2020-01 for the Project: 2.3.1 The onsite parking standards for the Project shall be reduced from 2.15 parking spaces per unit to 1.15 spaces per unit pursuant to California Government Code sections 65915(p)(1), which provides onsite parking at the ratio of one (1) stall for studio or unc-bcdroom units, and two (2) stalls for two- to three -bedroom units, for a total of 196 onsite parking spaces for the Project. 2.3.2 The General Flan Land Use Element Downtown District Center floor area ratio maximum of 3.0 shall be waived in accordance with Government Code Section 65915(e)(1), as such a maximum floor area for the development site of 4.2 with floor area as defined by California Government Code Section 659172(a)(2) shall be permitted for the development site. 75A-140 2.3.3 The Santa Ana Municipal Code Section 41-2011(a) Lined Block Building Type 10-story maximum development standard for this Project shall be waived in accordance with Government Code Section 65915(e)(1), as such sixteen stories shall be a permitted for the Project. 2.3.4 The Santa Ana Municipal Code Section 41-2023(f) Open Space development standard for this Project shall be modified in accordance with Government Code Section 65915(d)(1), as such the common open space shall be provided as roof decks on various building levels for the Project. 2.3.5 The Santa Ana Municipal Code Section 4t-2023(i) Massing development standard for this Project shall be modified in accordance with Government Code Section 65915(d)(1), as such the massing ratio for level three shall be permitted at 94 percent for the Project. 2A No Further Concessions Incentives or Waivers. Developer acknowledges and agrees that the concessions, incentives, and waivers set forth in section 2.3 above fully satisfies any duty City may have under the Santa Ana Municipal Code, the Density Bonus Law, or any other law or regulation to provide any development incentive or to waive any building, zoning, or other requirement in return for providing Affordable Units. 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. 2.5 Unrestricted Units, The Project, for purposes of this Agreement, may have no more than one -hundred and fifty-two (I52) Unrestricted Units comprised of eighty-five (95) studio units, forty-five (45) one -bedroom units and twenty-two (22) two -bedroom units. Any change to the unit distribution of the Unrestricted Units may affect the comparability of the Affordable Units and is subject to City Manager approval. 2.6 Affordable Units. The Project, for purposes of this Agreement, shall have no less than nineteen (19) Units, which shall be comprised of ten (10) studio units, six (6) one -bedroom units, and three (3) two -bedroom units, designated as Affordable Units pursuant to the terms and conditions of this Agreement. The Affordable Units shall be consistent with all City approvals, comparable in bedroom distribution and amenities to the Unrestricted Units, and shall be located throughout the Project as required under Santa Ana Municipal Code section 41-1602(c)(6). 2.7 Minimum Development Standards for Affordable Units. The Affordable Units shall be constructed with the same exterior appearance and interior fcawres, fixtures, and amenities, and shall use the same type and quality of materials as provided for any Unrestricted Units. IS 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, 75A-141 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. 2.9 Relocation Prior to Development of Project. 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 may be 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. 2.10 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. 2,11 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 Tien. 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 75A-142 the date that the building in which the Affordable Unit is located receives all required occupancy permits from the City, 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 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 ofAffordability. 3.3.1 Very -Low Income Tenants. Developer covenants that no less than nineteen (19� 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 fifty (50%) of the area median income for the Orange County, California PMSA, adjusted for household size, as published by HCD, including an allowance for utilities. 4. OPERATION OF THE PROJECT BY DEVELOPER 4.1 Payment of Density Bonus Setup Fee and Recording of Documents. The Developer must pay the Density Bonus Setup Fee in the amount of fifty-six thousand six hundred ninety- seven dollars and twelve cents ($56,697.12) prior to the issuance of building permits for the Project, The amount of the Density Bonus Setup Fee is based on the calculation attached herewith as Exhibit H and incorporated herein by this reference. After the payment of the Density Bonus Setup Fee, but before 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. The date of recording of the Agreement shall be the Effective Date of the 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 and City Density Bonus Law, 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. 75A-143 4.3 Location of Affordable Units. During the Density Bonus Housing Agreement Term, the Affordable Units shall be dispersed throughout the Project in accordance with the terms and conditions set forth in this Agreement. The Affordable Units shall be permitted to float among all one -hundred and seventy-one (171) apartment Units in the Project. The units shall be evenly distributed among all levels of the project in the one building that comprises the Project. The location of the first nineteen (19) Affordable Units to be occupied is attached herewith as Exhibit G and incorporated herein by reference. Any future changes in the distribution of the Affordable Units requires prior written approval from the City Housing Division. 4.4 Occupancy Levels. The number of persons permitted to occupy each Affordable Unit shall not exceed the occupancy permitted pursuant to Health and Safety Code section 50052.5(h). In the event that a household residing in an Affordable Unit exceeds the permitted number of persons, then that household shall be placed on a waiting list for the appropriate -sized unit and be eligible for transfer when an appropriate -sized unit becomes available. The household will be placed on the waiting list for up to one -hundred and eighty (180) days. If an appropriate - sized unit does not become available during the 180 days, the Developer will have grounds to terminate that household's lease. If the household refuses to transfer to an appropriate -sized unit then the Developer will also have grounds to terminate that household's lease. 4.4.1 Written Notification. Developer shall provide written notification informing the household that: it is over -occupancy; has been placed on a waiting list for up to one -hundred and eighty (180) days; the expiration date of the waiting list; and the terms for terminating the lease. A written status update will be provided to the household at one - hundred and twenty (120) days, ninety (90) days, sixty (60) days and thirty (30) days if applicable. 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 Affordable 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 Units at the Project. 4.6 Maintenance. Developer 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. Developer 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 4.7 Marketing and Resident Selection Plan. Each Affordable Unit shall be leased to Eligible Households selected by Developer who meet all of the requirements provided herein. 75A-144 Prior to Certificate of Occupancy, Developer shall prepare and obtain City's approval, which approval shall not be unreasonably withheld, of a marketing program and resident selection plan for the leasing of the Affordable Units at the Project ("Marketing Program"). The leasing of the Affordable 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. 4.7.1 The Marketing Program shall include, but is not limited to, marketing and community outreach activities, proposed tenant selection criteria, occupancy standards, income requirements, timeline and details for outreach and marketing, data collection, record keeping and monitoring, procedures for complaints, and compliance assessment. Components of the resident selection plan shall include, but are not limited to, the application process, interview procedure, apartment offer and assignment, rejected applications, and wait list management. All requirements set forth herein shall be incorporated in the Marketing Program. 4.8 Rental Lease Agreement. Developer shall prepare and obtain City's approval, which approval shall not be unreasonably withheld, of a rental lease agreement ("Lease Agreement")- All Lease Agreements must 1) identify the names and ages of all members of the household who will occupy the Affordable Unit; and 2) state that the Household's right to occupy the Affordable Unit is subject to compliance with the Median Income requirements, adjusted for family size appropriate to the unit, as periodically published by HCD. All Lease Agreements must be consistent with the terms contained in this Density Bonus Agreement. 4.8.1 Prohibited Lease Terms. The Lease Agreement may not contain any of the following provisions: (a) Agreement to be Sued, Agreement by the tenant to be sued, to admit to guilt, or to ajudgment in favor of the Developer in a lawsuit brought in connection with the lease; (b) Treatment of Property. Agreement by tenant that the Developer may take, hold, or sell personal property of household members without notice to tenant and a court decision on the rights of the patties. This prohibition, however, does not apply to an agreement by the tenant concerning disposition of personal property remaining in the housing unit after the tenant has moved out of the unit. The Developer may dispose of this personal property in accordance with State law; (e) Excusing Developer of Responsibility. Agreement by the tenant not to hold the Developer of the Developer's agent legally responsible for any action or failure to act, whether intentional or negligent; (d) Waiver of Notice. Agreement of the tenant that the Developer may institute a lawsuit without notice to the tenant; (e) Waiver of Legal Proceedings. Agreement by the tenant that the Developer may evict the tenant or household members without instituting a civil court proceeding in which the tenant has the opportunity to present a defense, or before a court decision on the rights of the parties; 10 75A-145 (f) Waiver of a Jury Trial. Agreement by the tenant to waive any rights to a trial by jury; (g) Waiver of Right to Appeal Court Decision. Agreement by the tenant to waive the tenant's right to appeal, or to otherwise challenge in court, a court decision in connection with the lease; and (h) Tenant Chargeable with Cost of Legal Action Regardless of Outcome. Agreement by the tenant to pay attorney's fees or other legal costs even if the tenant wins in a court proceeding by the Developer against the tenant. The tenant, however, may be obligated to pay costs if the tenant loses. 49 Selection of Tenants. 49. t Developer shall be responsible for the selection of tenants for the Affordable Units in compliance with lawful and reasonable criteria and the requirements of this Agreement. 4.9.2 Local preference for Santa Ana residents and workers in tenant selection for the Affordable Units 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 the Affordable 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 All applicants will be screened and "lotterized." A waiting list will be created from a lottery generated from the initial pool of rental applications. The waiting list will track applicant name and contact information, lottery number (or designated number after the initial lottery), household income, household size, status of application, and any other' information deemed necessary. The waiting list will be maintained as an electronic file and available for audit by the City of Santa Ana in accordance with resident selection procedures as set forth herein. 4.9.4 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) 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. 4.14 Income Verification and Certification. 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 a minimum, at least one of the following steps as a part 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 11 75A-146 (5) if the applicant is unemployed and has no such tax return, obtain another form of independent verification. 4.10.1 Gross Household Income. Gross household income means all income from whatever source from all Adult Household members, which is anticipated to be received during the 12-month period following the date of the determination of Gross Household Income. The applicable sources of income are defined in California Code of Regulations Title 25 Housing and Community Development Section 6914. 4.10.2 Annual Recertification. Developer agrees to recertify household eligibility annually. Notification of Annual Tenant Recertification shall be sent to the household in substantially the form attached hereto as Exhibit C. An Annual Rental Housing Compliance Report ("Annual Compliance Report") shall be sent to the City in substantially the form attached hereto as Exhibit D. The Annual Compliance Report shall be due to the City within 30 days of the anniversary of the commencement of the Total Affordability Term, which is the date that each building receives all required occupancy permits from the City. 4.10.3 Continued Income Oualification and Vacated Affordable Units. If the annual recertification demonstrates that a previously eligible tenant's gross household income exceeds the Median Income for the Affordable Unit, the pertinent actions from the following list must be taken: (a) The Developer may offer to rent the unit to the previously, but no longer, Eligible Household as an Unrestricted Unit without any limitations on rental rates. In that case, the Developer must then make available for rent to an Eligible Household another unit within the Project that meets the size and location requirements for Affordable Units under this Density Bonus Agreement. If there are no vacant units meeting those requirements, then the next available unit within the Project which does meet those requirements must be rented to an Eligible Household. (b) If the no longer Eligible Household either moves to another Unrestricted Unit within the Project or leaves the Project altogether, then the vacated Affordable Unit or, at Developer's election any other Unrestricted Unit within the Project which meets the size and location requirements for Affordable Units under this Density Bonus Agreement and has the same number of bedrooms as the vacated unit shall be rented as an Affordable Unit to an Eligible Household. 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. Developer 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 Developer's compliance with the affordability restrictions contained in this Agreement related to the Affordable Units, not to exceed monitoring costs for up to nineteen (19) Affordable Units. Representatives of City shall be entitled to enter the Property if necessary after review of 12 75A-147 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 relating to the Affordable Units 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 relating to the Affordable Units 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 ten (10) Business Days of written notice thereof, or such longer period as is reasonable within the sole discretion of the City. 4.12 Notice of Affordability Restrictions on Transfer of Prooerty. In the event Developer wishes to sell or transfer the Project during the Total Affordability Term, the City and the Developer shall execute and deposit into escrow a Notice of Affordability Restrictions on Transfer of the Property as contained herein (Exhibit E). The sale or transfer of the Property shall not be effective unless and until the City and the transferee execute the documents necessary to transfer the Density Bonus Agreement obligations from the Developer to the transferee. 4.13 [Intentionally Reserved] 4.14 Alternative Transportation and Energy Source Resource conservation ana t,>• hIJ 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 tatter qualifications) early in the project design process to evaluate a building cncrgy model analysis and identify and consider energy efficiency or generation measures. 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 Onsite Property Manager. The Project shall 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 (b) Fire Department (c) Planning and Building Agency (d) Community Development Agency 4.16 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 13 75A-148 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 4.17 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 that the CFH Plan meets the requirements of this Subsection 4,17 prior to issuance of the Certificate of Occupancy. The approved CFH Plan shall be implemented and administered by Property Management. 4.18 Parking Management Plan. Developer has provided a parking management plan ("PMP"), attached herewith as Exhibit F and incorporated herein by reference, which indicates that, if needed, valet service for on -site vehicle stacking for the entire parking structure could create an additional 122 parking spaces, raising the total onsite residential parking spaces from 196 to 318 and raising the total parking supply in the parking structure from 490 to 612 spaces. In addition, the PMP indicates that an additional 50 offsite parking spaces at a nearby City -owned parking structure could be leased on a long term basis. The PMP shall be adhered to and be enforced by the Project at all times. Additionally, the City may enforce the provisions of the PMP against the Developer in the City's sole discretion. 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 building in which the Affordable Units are located. 7. 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 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. 14 75A-149 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. L2 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 ("Permitted Transfer"). In connection with Permitted Transfer, 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. Upon the delivery of the assignment and assumption agreement as provided for above for a Permitted Transfer, or in the event of a sale of the Property as provided for in Section 8.1.1, Developer shall be released from any future obligations under this Agreement. 8.1.2 Sale of Property. Developer agrees and declares that the Property and the Project shall be held, conveyed, mortgaged, encumbered, teased, 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 Developer 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. Developer further understands and agrees that the Density Bonus permit approvals received for this Project have been made on the condition that Developer and all subsequent owners, or other successors and assigns of the Property andlor Project lease and rent the Affordable Units in accordance with the terms and conditions stipulated in Sections 4, 5 and 6 15 75A-150 of this Agreement for a term of fifty-five (55) consecutive years commencing upon the date of issuance of the last certificate of occupancy for the Project. 8.1.3 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. 8.1.4 Unnermitted 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 he 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 bencliciary 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. 4. 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 with respect to the density bonus of the Project, 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, understandings or covenants shall be 16 75A-151 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 Property in the Official Records of Orange County, California, 9.3 Notices. 9.3.1 Deliver . 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 alter 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 Fluor (M-29) Santa Ana, California 92702 If to Developer: Caribou Industries, Inc. 1103 North Broadway Santa Ana, CA 92701 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 75A-152 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 California 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. 9.9 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. 99 Time of Essenee. Time is of the essence in the performance of the provisions of this Agreement as to which time is an clement. 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 18 75A-153 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 Majcure. Neither Party shall be deemed to he 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 ofthe 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 saute 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 Project 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 75A-154 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 carry 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 for Affordable Housing, 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 Party. 9.24 Authority to Execute. The person or persons executing this Agreement on behalf of each Party warrants and represents that he or sheithey have the authority to execute this Agreement on behalf of his or her/their corporation, partnership or business entity and warrants 20 75A-155 and represents that he or she/they has/have the authority to bind the Party to the performance of its obligations hereunder. {Signatures on followingpage) 21 75A-156 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: Daisy Gomez Clerk of the Council APPROVED AS TO FORM Sonia R. Carvalho City Attorney By: Ryan O. Hodge Assistant City Attorney RECOMMENDED FOR APPROVAL: Steven A. Mendoza Executive Director Community Development Agency CITY OF SANTA ANA Kristine Ridge City Manager 22 NC. 75A-157 EXHIBIT 12 75A-158 September 9, 2020 Mr. Michael F. Harrah Caribou Industries, Inc. 1103 North Broadway Santa Ana, CA 92701 SUBJECT: 3RD & BROADWAY PARKING ASSESSMENT (REVISED) Dear Mr. Michael F. Harrah: Urban Crossroads, Inc. is pleased to provide the following Parking Assessment for the 3rd & Broadway (Project) located on the northeast corner of 3"d Street and Broadway in the City of Santa Ana. The Project is proposed to include the development of up to 171 residential units, a 75-room hotel, and 13,419 square feet of commercial space (including retail and food/beverage establishments), and rooftop amenities ancillary to residential and hotel uses. Of the residential units 19 (eleven percent) will be reserved for very low-income households for a period of 55 years, therefore the parking ratios for affordable housing specified in California Government Code Section 65915 are applicable. To demonstrate that adequate parking supply exists for Project, this parking assessment provides a review of the parking requirements and estimates the peak parking demands for the Project land uses. A total of 279 parking spaces are dedicated to the mixed -use development (residential) and hotel as shown in Exhibit A. In addition, this Parking Assessment was be developed to support an Addendum to the certified Transit Zoning Code (TZC) programmatic Environmental Impact Report (EIR). The 3rd & Broadway Project location is shown on Exhibit B. 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 center, the Proposed Project would introduce a diverse mix of land uses; places 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. PROXIMITY TO PEDESTRIAN RESOURCES Pedestrian circulation would be provided via existing public sidewalks along Main Street, 31d Street, 41h Street, and Broadway Avenue within the vicinity of the project frontage, which will connect to the Project site. The project will protect the existing sidewalk along project frontage, and if necessary, repair or reconstruct sidewalks along the project frontage per the City's request. The existing sidewalk system within the project vicinity provides direct connectivity throughout Downtown Santa Ana, inclusive of the Santa Ana Metrolink Station located on Santa Ana Boulevard east of Santiago Street, as well as the City's public parking structures located to the east and west of the subject property along 5th Street. From the project site, it would take approximately 20 minutes to walk to the Santa Ana Metrolink Station that is 1 mile from the site. DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02/VAR No. 2020-05/ TPM No. 2020-02 201 West Third Street Third & Broadway Mixe�l�,,sg DyAment Exhibit 12 - Parking Analysi �� ment Plan PROXIMITY TO PUBLIC TRANSIT Bus routes serving the Project area within''/a-mile of the Project's location include OCTA routes 19, 53, 55, 64, 83, 145, 206, 462 and 757 as shown on Exhibit C. 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 Project would be within walking distance of the planned OC Streetcar, expected to be in operation in 2022 as shown on Exhibit D. The Project is within a transit priority area as defined by Public Resources Code (PRC) Section 21099(a)(7). A transit priority area 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 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 111 Street). The Project site and adjacent bus stops are shown on Exhibit E. PROXIMITY TO BICYCLE FACILITIES The City of Santa Ana promotes bicycling as a means of mobility and a way in which to improve the quality of life within its community. The Bikeway Master Plan recognizes the needs of bicycle users and aims to create a complete and safe bicycle network throughout the City. Currently, not many bicycle facilities exist in the study area, with the exception of a Class II bike lane along Civic Center Drive, between Flower Street and Broadway. However, review of Exhibit F which presents the City's Bikeway Master Plan, shows that bicycle lanes are proposed to be built throughout the study area. As shown in Exhibit F, Class II bike lanes are proposed to be integrated along Civic Center Drive, Santa Ana Boulevard, and Main Street. 75A-160 EXHIBIT A: 3RD & BROADWAY BUILDING DESIGN SITE PLAN PLAN NOTES PROPOSED PARKING SPACES PER LEVEL LEVELS PUBLIC HOTEL RESIDENEAL Levet P7 106 B L L1 66 Levet2 39 L .L3 39 Levet4 27 12 LevetS 0 17 43 evetb 59 Le 1.7 56 Lev LB i i i 38 TOTAL 211 SPACES 0 SPACES 196 SPACES BIKE PARIUNG RMUIREO PRDPDSED PUBLIC 3 SPACES 17 SPACES RESIDENTIAL 16 SPACES 16 SPACES 75A-161 EXHIBIT B: 3RD & BROADWAY BUILDING LOCATION MAP 75A-162 EXHIBIT C: OCTA ROUTE MAP AND PROJECT LOCATION 75A-163 Q 9t y Sj O C Cy �t y � '(D D ON ' ti • D BRIST©L SI f n z z y O a A � ro ■_ m FLOWER51 ■ © R O555T "I lo,o An■ BROADWAY MAIN ST o Q FRENCH MONTIMER ST y51'O O SSpCd �LNdS r �F. 4so 0 �m GRAND AYE EXHIBIT E: PROJECT SITE AND NEARBY Bus STOP y� u Z F E I4IM1 St ri '\ m W Washinglon A. 3 E Washmito Ave E Washivon Ave m Llrt a E 121f: 51 ,t mE Oanp• U count, ia\Ave 2 MlI,tv,,,h St srhoolo \\\A 1 Q IWA. EIIthS1 �c Z N 2 - Poa. i9 E NIh SI •P - z Eta 2 <l p 2 Y jai j GnYM1aYM- m F_61n:1 ,� Yo gnp Ada e Bln $Ip d Z F GAF ® 1f, aH�c,nl\S\ orlr `mer ri: Santa Ana - ESnnb All a� _ - E61h 81 E61h S1 E - o ILre IN sm sl � � z iPnhw P..aim ESms = E_•cn el m n s z z ilh 5: L 411,11 E W r —I Ehpp w1. - V It _ E3raS1 nih hie h Pna iA Mha SPleenEa Plua E 2M 51 E 1nd 51 © A.0 -rql nq ixo — W 15151� rJ E•1sp51 EI hMbb Q �ooae E',MamIA 51 E lVA". SI 4.. 5 Sinl.r Rna Haeaw� IEgM1 5[MM _ 4 J 4V Pyre GI E Plm 51 E PmE - W CYeMW Au'e r L Oheslnll A-•e L y w 2 2 m m ✓' E M4n1. 51 E MYnp SI N Camlk 51 Legend p Bus Stops Project Site 75A-165 EXHIBIT F: PROJECT SITE AND NEARBY BIKE PATHS RIifEWAY MM7ER PLAN Exlstinp ..... Adaprad �...PMenr4al of Santa Ana RWet Res[ Slap Existllng .....Adopted --•Potential EAsWg ..... Adopted — —Potential LARQEHiAO'4F a`.. ltn AAjar.•nE fktioc �44CSTN1lSlN lVC llz'FE IM W VETA AVE I j _ �curari..� saT'4"��v. €I � :nikavEn San�mp oP'' I s E#CF Cq •. WSiH Sf i • IRYIP. RM1P 9LVL. � T- F••••- � - I. =_ WAa1M 5T I Si�f ey' r tdl5fwin4C ....... W11N59 � A Y W gClla[k+:i EI 8 < _ G VRLSENE �y � �^ p * •1 JINuCF'4,f V.. ., ..t ..�... EMNE(RAK �• --m STAHLPfWE F1. I 'f�'� � �. � ' �WJNAiFi TiEN1InOY �—.3.r.Q� f! ✓ e P hPl n-u rhE _ L' A4CP A� r— .IJL)IyII'..� . �� .y, VIiLiE' Legend I j Projeort Site 0 02S OS CVLJI/aM !ut �3 75A-166 CALIFORNIA GOVERNMENT CODE SECTION 65915 — RESIDENTIAL PARKING The California Government Code Section 65915 (p)(1) identifies parking requirements as follows: one (1) on -site parking space for each 0-1 bedroom unit, two (2) on -site parking spaces for each 2 bedroom unit. As such, the parking requirements for the residential portion of the Project are calculated as follows: • 95 — Studio Units x 1 on -site parking space = 95 parking spaces required. • 51-1 Bedroom Units x 1 on -site parking space = 51 parking spaces required. • 25 — 2 Bedroom Units x 2 on -site parking spaces = 50 parking spaces required. As identified, 196 parking spaces are required pursuant to the California Government Code Section (p)(1)• SANTA ANA TRANSIT ZONING CODE- RESIDENTIAL PARKING The Santa Ana transit zoning code requires 2 spaces/unit for studios, 1-bedroom apartments, 2-bedroom apartments, and 3-bedroom apartments. Additionally, 0.15 spaces/unit must be provided for guest parking. Therefore, for the Project, 368 parking spaces are required for a total parking ratio of 2.15 which is calculated by dividing the spaces required by the number of units, or 368 spots /171 units for the Project as shown on Table 1. Comparing this parking requirement against a proposed parking supply of 196 parking spaces results in a parking deficit of 172 spaces. Parking space requirements per multiple cities and jurisdictions based on the unit count for the Project are listed on Table 1. As shown, the City of Santa Ana's Transit Zoning Code requirements are amongst the most restrictive parking requirements (e.g. require the most parking). 75A-167 75A.168 !([ \ \\\\ (} \.. /� COMMERCIAL PARKING Pursuant to California Government Code Section 65915(e)(1), the Project is exempt from providing parking spaces for the commercial use. It is anticipated that employees and patrons for the commercial businesses will utilize a portion of the 211 on site public parking stalls. These spaces provide direct access to the commercial uses which if the TZC standards were applied would require 34 spaces. CITY OF SANTA ANA PARKING REQUIREMENTS — HOTEL USE Section 41-1344 of the City of Santa Ana Municipal Code (SAMC) includes an off-street parking rate of one space for each guest room, plus one spaces for each ten rooms. As such, the parking requirements for the hotel portion of the Project are calculated as follows: • 75 rooms x 1 on -site parking space = 75 parking spaces required. • 75 rooms x (1/10) on -site parking space = 7.5 parking spaces required. As identified, 83 parking spaces are required pursuant to the City's Municipal Code requirements. Although application of the parking requirements set forth in the TZC SAMC Section 41-2011 Non - Residential Uses would require 156 spaces for the hotel, given the mixed -use nature, urban location (it is expected that many patrons would use ride -sharing or public transit), the fact that hotels are not typically 100% occupied, it is appropriate to utilize the SAMC Section 41-1344 Hotel parking in lieu of the TZC parking requirements. Additionally, the SAMC Hotel Parking requirements are commensurate with industry standards for other cities in Orange County. For example: • City of Anaheim has a requirement of 0.8 space per guest room. If this were applied to the Project site, only 60 parking spaces would be required. • City of Costa Mesa has a requirement of 1 space for each 2 rentable units. If this were applied to the Project site, only 38 parking spaces would be required. • City of Buena Park has a requirement of 1 space per guest room. If this were applied to the Project, only 75 parking spaces would be required. As previously identified, 83 parking spaces are required pursuant to the City's Municipal Code requirements. Lastly, valet parking will be provided for the hotel to utilize the mechanical lifts and reserved stalls in the adjacent mixed -use building, this will further ensure that the hotel parking demand is met. 75A-169 EXISTING PUBLIC PARKING STRUCTURE The Project site is proposed to replace an existing parking structure that includes 438 parking stalls. The Project includes 211 public replacement stalls as part of the Project. 3RD & BROADWAY PARKING SUPPLY Due to the nature of daytime public parking demands and nighttime residential building parking demands, it is expected that many of these spaces may effectively be shared between the public daytime and residential nighttime uses (as needed). Additionally, there are four (4) existing public (owned by the City) and eight (8) private parking lots or structures located in a X mile radius of the Project site, as illustrated on Exhibit G. As such, any public demand can easily be accommodated at these other parking locations. PARKING MANAGEMENT PLAN The following measures are available to the Project to mitigate any parking deficiencies in the event the proposed onsite parking supply is determined to be greater than provided by the Project, as proposed. • PMP Measure 1: Property Owner/Property Management Company shall assign (1) parking space to every residential unit. Additional spaces may be purchased and assigned to any residential unit that requests additional assigned spaces with priority given to two -bedroom units, subject to availability as determined by the Property Owner/Property Management Company. • PMP Measure 2: Upon commencement of any lease for the residential units, the Property Owner/Property Management Company shall provide information on alternative modes of transportation (e.g., a transit map, bus route map, etc.) to promote non -vehicular modes of transportation by future residents. • PMP Measure 3: If the Property Owner and/or Property Management Company determine that the actual parking demand for the site exceeds the State Code's affordable housing parking requirement, the Property Owner/Property Management Company shall provide on -site valet service for the entire structure. Appendix A presents a conceptual valet plan which illustrates up to an additional 122 spaces could be accommodated, if needed. To implement the valet operation, the Property Owner/Property Management Company would engage the services of a well -established valet operations company such as ABC Valet, PPS Parking, and Elite Valet Services. • PMP Measure 4: If the Property Owner and/or Property Management Company further determines, even after implementation of above -mentioned PMP measures, that offsite parking is required for the Project's residential tenants, residential tenants may purchase additional parking within the near -by public parking structure via the agreement that the Property 75A-170 Owner/Property Management Company established with the City Community Development Agency. To facilitate this PIMP measure, the Property Owner/Property Management Company would seek City Council approval and upon Council approval, execute an agreement with the City of Santa Ana to acquire the rights to lease spaces on behalf of the Project's residents. Pursuant to communications with the City Community Development Agency, the Property Owner/Property Management Company would secure up to 50 spaces for residents of the Project as part of the agreement, which would allow the Project residents to access the designated parking structure(s) 24-hours a day seven (7) days a week. Although the mixed -used Project includes 211 public replacement stalls which could be used to meet potential parking demands, additional off -site parking structures are illustrated on Exhibit G, these structures/lots are within a % mile of the Project site (e.g. within walking distance). Based on information provided by the City, there are 1,159 total spaces available at the aforementioned off -site public structures (400 spaces at Lot C, 400 spaces at Lot D, 700 spaces at Lot B, and 59 spaces at Lot 1). • PMP Measure 5: If the Property Owner and/or Property Management Company further determines, even after implementation of above -mentioned PMP measures that additional parking is needed, the Property Owner/Property Management Company shall restrict on -site parking to only residential tenants. The only exception would be spaces designated and signed for prospective resident tenants and/or short-term parking for retail customers. All retail customers, resident guests, and hotel guests would be required to park in one of the near -by public parking structures or utilize on -street parking. Exhibit G summarizes public and private off -site structures within a % mile of the Project site. Based on information provided by the City, there are 1,559 total spaces available at the aforementioned public structures. If the Property Owner and/or Property Management Company determine that offsite parking is required for the Project, the Property Owner/Property Management Company shall execute an agreement with the City of Santa Ana to acquire the rights to lease spaces on behalf of retail/hotel employees. • PMP Measure 6: The Property Owner/Property Management Company shall enter into a lease with the City for use of up to 34 public parking spaces for commercial tenants, if needed. • PMP Measure 7: The parking conditions will be reviewed/monitored on a quarterly basis by the Property Owner/Property Management Company and appropriate actions detailed above will be taken to ensure the necessary PMP measures are being implemented. Through this monitoring and cooperation with tenants as a result of the quarterly review/monitoring a partnership will be formed to ensure that residential tenants, retail employees, hotel employees, and Management Company personnel on the property work together to ensure adequate parking is available. 75A-171 EXHIBIT G: 3RD & BROADWAY PARKING LOTS/STRUCTURES WITHIN % MILE W Z Q W CIVICCENTER 2a 0 � RCH' _ CIVIGCENTER C`J VC 'Olt w 4 CIVICCENTER 3 P Z W Ita Ana 5ANTAANA O S SANTA ANA NSANTAA .yl -'6TH V 6 _ Z y 0'>¢ Q L � _ SiH STHI 5 IT, D m B I —_ - - VALLEY - ,P'tP, m - -', SPA IV A'I 1e 4TH r, a.. V c r SITE ITE _ 1 a ,I 3RD _ L e =Ir vvrx W g eI. M .yell I m Q 2ND �R,y n�mp�ery nn fit .rl E3m'It ,.T.- �wws I Wa1§It6t �•��'--- -- t lxl4 ALLEY 7ALLEY Q WALNUT 3 o Z Q N ALLEY U ¢ e 'PINE ¢ PINE �'r,I�•'L ALLEY T ALLEY Legend Project Site Parking Lots Private Public Q Quarter Mile Radius 75A-172 Table 2 provides a summary of the Project's residential parking supply ratio with implementation of the above -recommended PMP measures. A review of RowA of Table 2 shows that the Project's parking ratio calculates to 1.15 spaces/unit (196 spaces _ 171 units). With implementation of PMP measure No. 3, which would be attained by providing valet parking for the entire parking structure (122 spaces), the Project's parking supply ratio would increase to 1.86 spaces/unit (318 spaces = 196 units) as shown on Row B of Table 2. With implement of PMP measure No. 4 (in addition to PMP No. 3) which would be attained by leasing up to 50 off -site parking spaces within the City -owned parking structure, the Project's parking supply ratio would increase to 2.15 spaces/unit (368 spaces _ 196 units) as shown on Row C of Table 2. Kai SAII111191M This analysis demonstrates that the Project is providing adequate parking supply (a total of 279 spaces for the Residential and Hotel Use). The inclusion of 196 parking spots for the Residential use satisfies the requirements of the California Government Code Section 65915 (p)(1) and the inclusion of 83 parking spaces satisfies the requirements of section 41-1344 of the City of Santa Ana Municipal Code (SAMC). While such an action is not required, applicable PMPs have been identified which would allow the Project to attain the 2.15 blended parking ratio required by the Santa Ana Transit Zoning Code, if it were applied. These findings are consistent with the less than significant findings in the TZC EIR (Long-term cumulative development under the implementation of this Transit Zoning Code would not result in inadequate parking capacity). If you have any questions, please contact me at (949) 660-1994. Respectfully submitted, URBAN CROSSROADS, INC. Haseeb Qureshi Associate Principal 75A-173 TABLE Z: PROJECT PARKING SUMMARY— PARKING SUPPLY RATIOS Use Quantity Parking Rate Required Parking spaces Residential 171 units 95 Studio Units x 1 space 95 51 One -Bedroom Units x 1 space 51 25 Two -bedroom Units x 2 spaces 50 Parking Requirement 196 Proposed On -site Parking Supply 196 A. Composite Parking supply Ratio (sp/du) 1.15 Proposed On -site Parking Supply+ PIMP Measure 3 318 B. Composite Parking supply Ratio (sp/du) 1.86 Proposed On -site Parking Supply+ PIMP Measure 3 + PIMP Measure 41 368 C. Composite Parking supply Ratio (sp/du) 1 2.15 75A-174 APPENDIX A: 3RD & BROADWAY CONCEPTUAL VALET LAYOUT 75A-175 a v c�a N 3rn �c m� 0MLM cu co am C W v W C 0 in c c C- C- C- C- 41 C7 C C C C C C C C €I €I < n no n n sa J O m w N m Cc N y C/n T a Co 4 O1 C N Y Y > N j o a a r V m J N r r 75A-177 9 i 3� Y -�- m m O U) w � y m cc l0 (Z U) CV to c c � Y Y > j a a N J u)rnv , M Ln Iw a — -7SA-1 M — I I j I I Tir •N. f� �� 1 � 11 'f� lli£� =11 ply 11� llp p•-Ilp' a.�s sole' ni II��'ggsf ai Ila��agga��3q,_q 11 Ili 1 11 � ni' Ili 11 aid i q qt . li I L .1. .11. ..� M - -11 oa L. ... .. _..w.0 ..... opo ?o Y i; I��1 I II LI I 1 rs.li_ .rnla �In .1 ISlSlS!■l111 CW n 14� ill I�LJ� o Mi— -','�i— h�.J O a J U) w rl In cc I M to c c = > j a a J u)rnv M Ln 1 , .q�ll1113, p' a pq .er —,! ��'I ®� Hill , Ala• - �.�. � i� `111111 � ■ 7 m H N N N aN acc N � C C Y Y > j no a J , M Ln q IIw qq w� q �'Elm q. =� A-1W- Y N N N a� yN co cn N C C � Y Y > > a a J a w n &I xo Uov mi � �------ - (� \ ` � (RD —= -7SA-1 8a- - - &I iii al » El m ! �, / � �----.-- - ILA \ - -7SA-1 84--- � =k$ co > Zn , s�«, - >-�z 2 \, jInm"Te EXHIBIT 13 75A-185 ZO—Z9ZL 'ON 103road s ®..�EINESR� y� R € s s n a0 i z r c m 4 a "O� wa z Q �� ?e � zopa Qa J I 3 �8 dh $ � � NF u J IV" € and Im yz �m3a 06 �3 a �I j u e m9. 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K dm 0 8'"^ 6 yzi h nF i gkk o 6k xFm�e.wn' Ks p©0 m r h - � III ° 3 — Q A f86-1 Fmbe :LL:6 arm i33PONd a s 6 ,/ , ( qR/ \Q / o _ OW �. ® ];! ) \ || M. . \ % s /� 9« l In WW , ! � c ( 75A.187 � �a 3 k$y €e YB a`�8 S85 Be m Ye. oge €F 7Hekz3e �mk £ N w � aC� ova o b.nw- €F5 rsw- fl m�fflm 0 0 0 0 x x x �r¢w ua ~U ~ ua ------------- ua ua ua ua �' ua ua ua uq uq LLb ul� ul� 0 ii z uaQ a �� I uiox uio � --_— xrs ,ur>—,� - --r coua ua ua ua i ' uio uio I ------------- ua li I uio uio un un ua I I un un un ua aw ua o�w wo ua uaW I' I� I AIU a M — 75A-188 n ZO—Z9ZL ON 103rmAd a a14 a-s o n Za 15, a6 §o eW�g�W��6€� � f �0]'�� c� `s ss€aasss�so =€M,€Effffem�ap�g-€ � ka.smmmw®m..-� 12 6 u tl a a a i I E a z= z= ow ow wN — w 'wino' s ul� AIIDi A LLIJ I d ALJ A wo w .WJ A11J LLIJ Uo1 LU A11J LLIJ LU w d fq 4.WJ A110 '10 .WJ AM LLIJ .wJ ''� LLo a LL � .wo � I un u10 I .wo ' ua wo 2 e o woI a � a 75A-189 e mom' p�i tM � ur �\�� Am 'I \ / v � - 75A.1§O Ml s� m "e .Y i �2- k F C i No§0 U eWg,W,�b€3 g Fmmm`= r x 33 0 y qq 6F W LLIO � 310H i 1310H u10 31� 1 'i 1310H ,LLIO � 31OH w 1 U 10H llI 310H y s1310H ,LLIO 310H V n�310H u10 V 310H 1310H VIA un ul� u10 ' uh kill u10 AM eih < 1.110 ul0 AM u0 u0 llm 1.110 ul0 un AM N c M 75A-191 EXHIBIT 14 75A-192 The 2010 Transit Zoning Code EIR and Technical Appendices are available online at: https://www.santa-ana.org/transit-zoning-code-environmental-impact-report DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02/VAR No. 2020-05/TPM No. 2020-02 201 West Third Street Third & Broadway Mixed -Use Development Exhibit 14 — TZC EIR Link 75A-193 EXHIBIT 15 75A-194 The 2020 Third & Broadway Addendum and Technical Appendices are available online at: https://www.santa-ana.orq/pb/planning-division/major-planning-projects-and-monthly- development-project-reports/3rd-and-0 DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02/VAR No. 2020-05/TPM No. 2020-02 201 West Third Street Third & Broadway Mixed -Use Development Exhibit 15 — Addendum Link 75A-195 EXHIBIT 16 75A-196 October 9, 2019 Ms. Selena Kelaher City of Santa Ana Building and Planning Division 20 Civic Center Plaza PO Box 1988 (M-20) Santa Ana, CA 92702 Dear Selena, On behalf of the applicant for the proposed project on 31 and Broadway, mixed use project at 201 3nd street, I am submitting the following materials related to our compliance with the Sunshine ordinance requirements for this project: • Notification mailers (English and Spanish) were mailed out on September 13, 2019 to property owners and occupants within a 500' radius of the project site. • Proof of publication of announcement notice by the Orange County Register on September 23, 2019 • List of property owners and residents within a 500' radius of the project site, radius map and certification by list preparer • Sign -in sheet from the Sunshine Ordinance Community meeting held at Original Mike's Restaurant, 100 S Main Street, Santa Ana CA, at 6:00 pm on October 8, 2019 • Power point presentation shown at the meeting by Tobin White, Architect, Studio 1-11 • Presentation Boards of the project were presented at the meeting. • Meeting Minutes, with questions and responses. I confirm, under the penalty of perjury, that I conducted the aforementioned community meeting as required by the Santa Ana's Sunshine Ordinance, Ordinance No. NS-2843 and the foregoing details and materials enclosed with this transmission are true, accurate and correct to the best of my Knowledge. Dated ,�Ithis 9'h�day of October 2019 WNW William Paul Beaubea , Architect DBA No. 2020-01/SPR No. 2020-01/SPR No. 2020-02/VAR No. 2020-05/TPM No. 2020-02 201 West Third Street Third & Broadway Mixed -Use Development Exhibit 16 - Sunshine Meeting Minutes 75A-197 Notice of Community Meeting You are invited to attend a community meeting for the proposed project described below Subject: 311 & Broadway Development Project Property Address: 201 West 3rd Street, Santa Ana, CA, 92701 Description: The proposed project will create an New Urban Core to the Artist Village Downtown; creating vibrancy with the addition of public parking, retail shops, restaurants, community rooms, 171 residential units, including affordable housing and a 75 guest room hotel with engaging public spaces, and a roof top lounge restaurant. The development is walking distance to the upcoming Streetcar and adjacent to the Artist lofts. Meeting Date: October 8, 2019 Meeting Time: 6:00 pm — 7:00 pm Meeting Location: Original Mikes, 100 South Main Street, Santa Ana, CA, 92701 d a�.R�2 t+ liJI i' g "e axe �� NOTIFICATION BOUNDARY I i iri Rt�mr� f , 9 ••)� ir.0 . .I n r Ac PROJECT SITE -�" U I i"A In f - �� ll fi. „ . 3RD ST. & BROADWAY DEVELOPMENT PROJECT 291 W. 3RD ST. SANTA ANA, CA If you require assistance with translating, please contact our office no later than 48 hours prior to the meeting so we can arrange fora translator: Caribou Industries Inc Office: 714-543-9484 Email: wbeaubeaux@caribouind.com This notice is being provided pursuantto SAMC 2-153 ic) M FUTURE 75A-198 Aviso de Reunion Comunitaria Usted esta invitado a asistir a una reunion de la comunidad para el proyecto propuesto descrito abajo: Tema: 3rd & Broadway Development Project Propiedad Direction: 201 West 3rd Street, Santa Ana, CA, 92701 Description: El proyecto propuesto cream un nuevo n6cleo urbano al artista en el centro de ciudad; creando vitalidad con la adicion de estacionamiento publico, tiendas, restaurantes, salones comunitarias, 171 unidades residenciales, que incluyen viviendas economicas y un hotel de 75 habitaciones con espacios publicos atractivos, y un restaurante lounge en la azotea. El desarrollo esta a poca distancia de la nueva tranvia y a los lofts de artista. Fecha de la reunion: Octubre 8, 2019 Hora: 6:00 pm ti 7:00 pm Ubicaci6n de la reuni6n: Original Mike's, 100 South Main Street, Santa Ana, CA, 92701 { NOTIFICATION BOUNDARY :' 4 Rc Ra afi r�i agar tY PROJECT SITE i'O• .9x ! low 41 `1 3RD ST. & BROADWAY DEVELOPMENT PROJECT 201 W. 3RD ST. SANTA ANA, GA Si requiere servicios de interpretation por favor comuniquese con nuestra oficina con mas 48 horas de anticipation a la reunion: Caribou Industries, Inc Office: 714-543-9484 Email: wbeaubeauxiTcaribouind.com Este aviso se proRorciona can arreglo al SAMC 2-1.53 (c) PRESER 75A-199 SS 3rd & Broadway Community Meeting Sign -in October 8, 2019 Original Mike's Restaurant Sheet JInc [aMS�.l1-t� 75A-200 l 3r'd & Broadway t Community Meeting -Meeting Minutes GARi1i1ln`t)liS:fRit October 8, 2019 Original Mike's Restaurant 6:00pm- 7:00pm Meeting started at 6:00pm with a Meet and Greet of Guests and a Sign -in (see attached sign -in sheet). Presentation Boards were on display and guests were invited to browse and enjoy appetizers prior to power point presentation. Rod Gonzales, from Caribou Industries, was present and available for anyone requiring an interpreter. William Beaubeaux, the developer's representative, provided an introduction of the team. Tobin White, Architect, and Alison Bautista of Studio 1-11 provided the power point presentation of the project. Tobin shared the projects high lights, design and requirements. He also stated that is was a process in which we worked closely with the City of Santa Ana planning department and the required parameters. After the presentation, Tobin White opened the floor for a question and answer period. Questions and Answers from the presentation: Q: Concern on the parking, how many stalls are being provided with the Project? A: There will be 196 Residential Parking, 83 Hotel spaces and 211 designated Public Parking. Q: How many parking stalls does the present garage Have? A: Tobin stated he was unaware of the number of stalls the present garage holds; but the city requirement was to provide 211 parking spaces. Someone in the audience said they thought there was 400 spaces presently in the garage. Q: Will Sycamore Street be a promenade or thoroughfare? A: Sycamore will be a thoroughfare, but designed to be pedestrian friendly street with opportunities for potential collapsible bollards for street fairs, farmers markets, etc. Q: How many stories will the hotel be, how many stories will the residential be? 1103 North Broadway, Santa Ana, g5AU21 J(714) 543-9484 Fax: (714) 543-9972 A: The hotel will be 10 floors and the residential will be 16 floors. Q: Will all the residential units be apartments? A: yes, all apartments, no condominiums. Q: Were there any circulation studies done? A: Yes, prior to the design process, a traffic and parking study was done. This was a requirement of the City. Q: Did the Developer hire the consultant for the studies? A: The studies were completed by a third party selected by the City of Santa Ana. And the final reports gave the guidelines for the design requirements. Q: What is the timeline of the project? A: Not sure. It depends on the building and Planning process then the construction phase. Once we have approvals from the city, construction will take approximately 2 years. Q: While the project is under construction, will the lost parking be available or shifted? A: This still needs to be determined. Past projects have been done in phases to provide parking while the rest of the project is under construction. This is a discussion that we need to have with the City. Q: What is going to be done to prevent the residential and hotel from taking public parking spaces? A: The hotel will be valet parking; the residential will have a separate controlled entrance for their assigned spaces. The residential guest parking will be a part of the residential parking area. Q: What is the rent rate for the apartments? A: The rent rates have not been established at this time. Q: What is the rent rate for the low-income affordable units? A. This will be established by the City of Santa Ana housing formula. Q: What are residential units going to be? 75A-202 A: There will be a mix of studio, one- and two -bedroom units. There will be a mixed ratio for the low-income units in this mix. Q: Why is the building 16 stories? A: The height of the building was dictated by the required retail on the ground floor, the required parking and ratio of the additional low-income units as well as adjusting the massing and carved out spaces for recreation decks and community spaces. Q: Currently there is validation for third street parking, will this project have validations? A: This will be determined later with the parking management of the garage. There will still be metered parking along third street. Q: Are there any allowances for noise reduction measures for the surrounding buildings? A: Not currently. Q: How many parking stalls are provided for the residential units? A: One stall per unit. This is very common in high rise urban residential developments. Some developments in LA do not have a parking allowance for their residential units. Q: Is the Hotel going to be a boutique type hotel? A: This is to be determined. Presently the size and design of the hotel lends itself to a boutique flag hotel. Q: Is the project financed, self -funded or any public funding allocated for this project? A: We do not have that information currently. The presentation today is to present the design concept. Q: What are the community benefits for the project? A: The city council requested community rooms be provided in the project and they have been added. There is also the potential to close sycamore street for street fairs and farmer market types of events. The concept is to activate to street level for the public and the community. 75A-203 Q: Is there a cultural program provided or investment that would include cultural programs? A: The community rooms would be available for art exhibits or other programs. Q: What is on the roof top? 1s there any green space? A: The roof top will have the solar panels. Green space will be provided on multiple levels on different tiers of the project. Q: Artwalk night there are no parking spaces, difficult for people to find spaces. What is the plan to accommodate outside visitors? A: The streetcar should be able to reduce the some required downtown parking as well as possibly better signage to guide people to the several other parking garages in the downtown area. This concern will be discussed with City Planning. Q: What are the amenities for the residential units? A: Several outdoor decks, swimming pool, green areas, storage units, dog runs, and community rooms; more are in the planning stage. Q: Tobin asked, "What would you, the community, like the use of the community space?" A: Group stated, possibly a small theater or performance space. Q: How was the public notified about this project? A: Public notices were sent out to residents and property owners within a 500 foot radius as well as outreach to the surrounding neighborhood association presidents, Notice was posted on the City of Santa Ana web site, public notice was posted on the building, as well as posted in the Orange County Register. Further discussion on the concern of parking and the possibilities on developing existing parking structures to accommodate more downtown parking; something City planning should investigate. Meeting adjourned at 7:05pm, last guest left at 7:14 pm 75A-204 EXHIBIT 5 SUMMARY AND SUBSIDY REPORT Pursuant to Government Code Sections 52201 and 53083 For a Disposition and Development Agreement between the City of Santa Ana and Caribou Industries at 201 W 3rd Street The following Summary Report has been prepared pursuant to California Government Code Sections 52201 and 53083, the City Council of the City of Santa Ana must hold a noticed public hearing and, prior to the public hearing, provide all of the following information in written form and available to the public through the City's website regarding a proposed economic development subsidy provided by the City pursuant to a Development and Disposition Agreement between the City of Santa Ana and Caribou Industries (Agreement). Notice was published on the City's website for a public hearing to be held on October 20, 2020. The report sets forth certain details of the proposed Disposition and Development Agreement required pursuant to Government Code Sections 52201 and 53083. BACKGROUND The following Summary Report is based upon information contained within the Agreement, and is organized into the following five sections. I. Salient Points of the Agreement: This section includes a description of the project and the major responsibilities imposed on the City and the Development by the Agreement. II. Estimated Value of the Interests to be Conveyed Determined at the Highest and Best Use of the Property: This section estimates the value of the interests to be conveyed determined at the highest use permitted under the existing zoning. III. Economic Incentive/Development Subsidy Provide, and the Cost of the Agreement: This section details the economic incentive/development subsidy to be provided by the City and the costs to be incurred by the City associated with implementing the Agreement. IV. Consideration Received and Comparison with the Economic Incentive/Development Subsidy Provided: This section describes the financial compensation to be received by the City pursuant to the Agreement. V. Creation of Economic Opportunity and Public Purpose: This section describes how the Agreement will assist in the creation of economic opportunity in the City. 1 75A-205 VI. Job Creation: This section describes the number of full-time, part-time, and temporary jobs created by effectuating the Agreement. This Summary Report and Agreement are to be made available for public inspection prior to the approval of the Agreement. I. SALIENT POINTS OF THE AGREEMENT A. Project Description The proposed project is located at 201 West 3rd Street, at the northeast corner of Broadway and 3rd Street. Caribou Industries, a local developer and property owner in the City, proposes to replace the existing City -owned, 3-level parking garage with a mixed - use development containing 171 housing units (with 19 for low income residents), a 75- room boutique hotel, 13,419 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 16-story, 194-foot-tall mixed - use (residential and commercial) building and a 10-story, 128-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 490total structured parking spaces, including 211 public parking spaces and the hotel will provide 83 parking spaces. The Agreement is with Caribou Industries, who proposes to redevelop an aging city - owned public parking structure at 210 W. 3'd Street into a residential and hotel project that will benefit from the economic development subsidy: Caribou Industries 1130 N Broadway St Santa Ana, CA 92701 B. City Responsibilities This Agreement requires the City to: 1. Provide the land. 2. Fund the costs for public improvements to ready the site for development. This will include the demolition of the existing parking structure, preparation of the site for development, the construction of Sycamore Street reconnection and construction of 211 public parking spaces to replace the existing parking currently provided at the 3'd and Broadway parking structure. The estimated cost for public improvements is $7 million for the construction of the 211 public parking spaces and $6 million for the additional public improvements. z 75A-206 3. Upon the Developer obtaining entitlements, showing evidence of construction and permanent financing, issuance of all necessary building permits, the City would convey the land to Developer for the Mixed Use project. The City will retain ownership of parcel containing the public parking space. C. Developer Responsibilities This Agreement requires the Developer to: 1. Fund the design of the project, all costs related to entitlements, and all development costs for the apartments, retail, office and hotel. 2. Fund the entitlement application, including, but not limited to, any and all required General Plan and/or zoning amendments, and all related studies required for CEQA compliance. 3. Provide evidence of financing for construction, permanent loan(s) and equity and issuance of all necessary building permits. 4. Design and build a residential development in the heart of Downtown Santa Ana with 171 apartments and 19 very low income units. 5. Design and build the hotel to standards for typical hotel standards. During the first 5 years of operation, various economic thresholds would be established that would allow the Developer to convert the Hotel to residential as follow: • after 2 years if the Rev/Par* falls below $125 • after 3 years if the RevPAR falls below $125 • after 4 years if the RevPAR falls below $125 • after 5 years if the RevPAR falls below $125 6. Develop a parking structure that will include 211 public parking spaces. These spaces will remain public in perpetuity. 7. Manage the Public Parking. The City would enter into a Parking Operation Agreement with the Developer to manage and operate the Public Parking and obligate the Developer to pay all costs including the debt service on the financing for the Public Improvements. The Developer would set the parking rates and either manage the parking directly or through a 3rd party. The Developer would guarantee no negative costs to the City and would keep any net revenue unless the Hotel is converted to residential per the terms of the DDA. 8. Guarantee the debt service and all operating costs and the City would not be responsible if the revenue is insufficient to service the debt. II. ESTIMATED VALUE OF THE INTERESTS TO BE CONVEYED DETERMINED AT THE HIGHEST AND BEST USE OF THE PROPERTY: 3 75A-207 The property is presently improved with a three-story automobile parking structure of concrete construction. The building contains 144,699 square feet, and was originally constructed in 1983. A 2016 appraisal of the property with a hypothetical condition that the site is vacant and readily available for development appraised the property at $3.0 million. This assumes that the site is cleared and ready for development which for the City to demo and clear the site, prep it for development, the City's cost would exceed the value of the land. In addition, due to the aging parking structure's current condition, it was estimated that it would cost $8-10 million to bring the building up to current building and seismic codes, thus giving it a negative value. III. ECONOMIC INCENTIVE/DEVELOPMENT SUBSIDY PROVIDED, AND THE COST OF THE AGREEMENT The City is providing the following economic development subsidies to facilitate the development of this residential/hotel project: A. Fund the costs of the following improvements at the start of construction with a cap of no more than $13 million. • Demolition of the existing parking structure • Site preparation for construction prepared to a rough grade condition • Construction of 211 public parking spaces • Construction of private street: Sycamore reconnection It is important to note that the Developer will pay the City's debt service thru an Operating Agreement whereby the Developer will operate the Public Parking and pay all costs with no financial risk to the City B. Provide the Land for the development. IV. CONSIDERATION RECEIVED AND COMPARISON WITH THE ECONOMIC INCENTIVE/DEVELOPMENT SUBSIDY PROVIDED: The City expects to generate new sources of income from the development of this project (see Table below on Estimated General Fund Revenue). Currently, the parking structure's operating expenses are higher than the revenues received. Due to the current pandemic, the gap between expenses and revenue has increased significantly which has put a major strain on the City's current General Fund budget. With the new development project and new sources of income, the City is anticipating adding over $600,000 yearly to the City's General Fund budget. V. CREATION OF ECONOMIC OPPORTUNITY AND PUBLIC PURPOSE Implementation of this agreement effectuates a new residential and hotel development in place of an aging parking structure that will cost the City between $8-10 million to bring it up to current building and seismic codes. The goals and objectives that are satisfied by this project are: a 75A-208 1. Additional revenue sources for the City to fund the services the community expects (Table below) 2. Increased employment through additional jobs created as a result of private sector investment and new hotel and commercial development. 3. Reconnection of Sycamore Street that allows improved access in the heart of Downtown Santa Ana. 4. New residential opportunities for mixed income individuals 5. New residential opportunities for very low income individuals 6. New residents in the downtown that will help downtown businesses grow and prosper. This project also satisfies three of the Economic Opportunity Statutes per Government Code 52200 et. seq: 1. This project will result in an increase from $0 to $340,000 annually (satisfying the requirement of being a greater than 15% increase). 2. This project will create affordable housing as 19 very low income units will be constructed; 3. This project is considered a transit priority project per Public Resources Code Section 21155(b) that states the project shall contain: 1) at least 50 percent residential use based on total building square footage (Proposed project = 63%) and, if the project contains between 26 percent and 50 percent nonresidential uses, a floor area ratio of not less than 0.75 (Proposed project = 4.2 FAR); 2) provide a minimum density of at least 20 dwelling units per acre (Proposed project = 121 du/acre); and be within one-half mile of a major transit stop or high -quality transit corridor included in a regional transportation plan. The proposed Project is also within a transit priority area as defined by Public Resources Code (PRC) Section 21099(a)(7). Estimated General Fund Revenue from Proposed Project Summary of Annual Estimated Revenue from Project Total Property Tax Secured & Unsecured $210,000 Property Tax In -Lieu of VLF $130,000 Sales & Use Tax On-Site/Direct $57,000 Sales & Use Tax (Off-Site/Indirect) $25,000 Transient Occupancy Tax $90 RevPar $270,000 Utility User Tax $45,000 Annual General Fund Revenues (ROUNDED): $620,000 Source: Kosmont Companies, 2020 VI. JOB CREATION Economic Benefits of Construction for 3rd and Broadway Employment I Labor Income 5 75A-209 Direct (On -Site) 475 $49,000,000 Indirect 180 $14,000,000 Induced 200 $13,000,000 Total Countywide 855 $76,000,000 Estimated City Capture 510 $53,000,000 Source: Kosmont Companies, 2020 75A-210 EXHIBIT 6 RECORDED AT REQUEST OF CLERK, CITY COUNCIL CITY OF SANTA ANA WHEN RECORDED RETURN TO: City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92701 Attention: City Clerk Exempt from Filing Fees Gov. Code Sections 27383, 6103 DISPOSITION AND DEVELOPMENT AGREEMENT by and between the CITY OF SANTA ANA, a California charter city in the County of Orange of the State of California, and CARIBOU INDUSTRIES, INC., a Nevada Corporation [Dated as of October 5, 2020, for reference purposes only] 55 394.00049\3323920112 75A-211 CITY OF SANTA AN DISPOSITION AND DEVELOPMENT AGREEMENT Downtown Hotel and Mixed -Use: Residential and Retail/Commercial Project At 3rd and Broadway THIS DISPOSITION AND DEVELOPMENT AGREEMENT (this "Agreement') is dated as of October 5, 2020 for reference purposes only, and is entered into by and between the City of Santa Ana, a California charter city in the County of Orange of the State of California (the "City"), and Caribou Industries, Inc. a Nevada Corporation (the "Developer") (collectively, the "Parties," and each a "Party"). The Parties enter into this Agreement with reference to the following recited facts (collectively, the "Recitals," and each a "Recital"): RECITALS A. The City owns that certain real property generally located at 201 West 3rd Street, Santa Ana, California 92701, and as more particularly described in the legal description(s) attached to this Agreement as Exhibit "A" and depicted as APN 398-264-13 on the site plan attached to this Agreement as Exhibit "F" (the "Property"). B. The Developer proposes the development of the Property with a Mixed Use Project including apartments, commercial (including retail and food/beverage establishments), a seventy- five (75) room Hotel Project and a Parking Structure which will contain 444 total parking spaces including 211 public parking spaces, as described in the definitions of "Project," "Mixed Use," "Hotel Project," and "Parking Structure" as set forth in ARTICLE 2 of this Agreement. C. On April 27, 2017, City and Developer entered into an Exclusive Negotiating Agreement to discuss proposed terms for the disposition of the City Property and development of the proposed mixed -use hotel and commercial/retail project on the City Property and the Developer Property. D. On July 5, 2017, the Parties entered into a First Amendment to the Exclusive Negotiation Agreement, and on January 11, 2019, the Parties entered in to a Second Amended and restated Exclusive Negotiation Agreement (No. A-2018-002) which expired on its own terms on April 28, 2019. E. On May 7, 2019, the Parties entered into a Second Exclusive Negotiation Agreement (No. A-2019-062) which was effective until May 7, 2020. F. On April 22, 2020, the Parties entered into the First Amendment to the Second Exclusive Negotiation Agreement which is effective until October 23, 2020. G. The proposed Project and Parking Structure will result in the redevelopment of underutilized land and aging structures, development of apartments and extended stay hotel rooms to accommodate a demand in Downtown Santa Ana and to the nearby Orange County Courthouse facility, increased employment opportunities within the City and additional property taxes, sales 1 55 394.00049\3323920112 75A-212 taxes and transient occupancy taxes produced from the Project Site H. Based on the reasons identified in Recital G, above, together with the commitments and obligations of the Developer to develop the Project Site as contained in this Agreement, the City has determined the conveyance of the Project Site to the Developer for development in accordance with this Agreement is in the best interest of the City. L The City desires to convey the Property and the Developer desires to accept the Property for the purpose of development of the Project including the Parking Structure on the Property on the terms and conditions set forth in this Agreement. NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH THE PARTIES ACKNOWLEDGE, AND PURSUANT TO THE PROMISES AND COVENANTS SET FORTH IN THIS AGREEMENT, THE PARTIES AGREE, AS FOLLOWS: ARTICLE 1 PURPOSE, PARTIES, AND PROJECT SITE 1.1 Recitals. The Recitals are hereby incorporated into this Agreement. 1.2 Purpose. The purpose of this Agreement is to set forth the obligations of the Parties and the terms and conditions precedent for the conveyance of the City Property from the City to the Developer, and the design, development, construction and operation of the Project and Parking Structure on the Project Site. The City has determined that the construction and operation of the Project by Developer within the City will stimulate direct and indirect economic activity within the City, will enhance the quality of life of residents and will provide substantial additional intangible benefits to the City. As such, the development of the Project Site pursuant to this Agreement and the fulfillment generally of this Agreement are in the vital and best interests of the City, and the health, safety, morals and welfare of its residents and in accord with the public purposes and provisions of applicable federal, state and local laws and requirements. 1.3 Parties. 1.3.1 The City. The City is the City of Santa Ana, a California charter city in the State of California. The principal office of the City is located at 20 Civic Center Plaza, Santa Ana, California, 92702. 1.3.2 The Developer. The Developer is Caribou Industries, Inc., a Nevada Corporation. The principal address of the Developer is 1103 N. Broadway, Santa Ana, CA 92701. Whenever the term "Developer" is used herein, such term shall include any permitted nominee, assignee or successor in interest as herein provided. (a) The qualifications and identity of the Developer are of particular concern to the City, and it is because of such qualifications and identity that the City has entered 2 55 394.00049\3323920112 75A-213 into this Agreement with the Developer. Except as otherwise provided in this Section 1.3.2 no voluntary or involuntary successor in interest of the Developer shall acquire any rights or powers under this Agreement, and the Developer shall not assign all or any part of this Agreement without the prior written approval of the City, which approval will be in the City's sole discretion exercised in good faith. This Agreement may be terminated by the City if there is any significant change (voluntary or involuntary) in the management or control of the Developer without City's prior written approval, which approval will not be unreasonably withheld. Except as otherwise provided in this Agreement, for an approved assignment to be effective, the Developer and assignee shall enter into an assignment and assumption agreement in a form reasonably approved by the City. (b) Notwithstanding the foregoing, the following assignments or transfers of this Agreement and the Project Site shall be permitted: (i) the sale or lease of commercial, food or beverage space to tenants or end -users, for occupancy upon completion; (ii) an assignment as security for a construction and/or development loan from a lender, subject to the approval by City pursuant to this Agreement, which approval shall not be unreasonably withheld, conditioned, or delayed; (iii) any other assignment or transfer after the issuance of a certificate of occupancy for the Project. 1.4 The Project Site. The Project Site is comprised of (1) the Developer Property and (2) the City Property. The City Property and the Developer Property are generally shown on the Map of the Project Site attached hereto as Exhibit "G". ARTICLE 2 DEFINITIONS 2.1 Defined Terms. In addition to the usage of certain words, terms or phrases that are defined in the initial paragraph, the Recitals or in the body of this Agreement, the following words, terms and phrases are used in this Agreement, as follows, unless the particular context of usage of a word, term or phrase requires another interpretation: 2.1.1 "Affiliate" of any specified Person means any other Person, directly or indirectly, Controlling or Controlled by or under common Control with such specified Person. 2.1.2 "Approvals" means any and all general plan amendments, zone changes, specific plans, licenses, permits, approvals, consents, certificates (including certificate(s) of occupancy), rulings, variances, authorizations, or amendments to any of the foregoing, as shall be necessary or appropriate under any Law to commence, perform, or complete any construction, demolition, installation, use, maintenance, repair, occupancy or operation of the Project. 2.1.3 "Automobile Liability Insurance" means insurance coverage against claims of Personal injury (including bodily injury and death) and property damage covering all owned, leased, hired and non -owned vehicles used by the Developer regarding the Project, with minimum 55 394.00049\3323920112 75A-214 limits for bodily injury and property damage of ONE MILLION DOLLARS ($1,000,000) each occurrence and TWO MILLION DOLLARS ($2,000,000) aggregate. Such insurance shall be provided by a business or commercial vehicle policy. 2.1.4 `Bankruptcy Law" means Title 11, United States Code, and any other or successor State or Federal statute relating to assignment for the benefit of creditors, appointment of a receiver or trustee, bankruptcy, composition, insolvency, moratorium, reorganization, or similar matters. 2.1.5 `Bankruptcy Proceeding' means any proceeding, whether voluntary or involuntary, under any Bankruptcy Law. 2.1.6 "Builder's Risk Insurance" means "All Risk" builder's risk insurance on a completed value (non -reporting) basis, in an amount sufficient to prevent coinsurance, but in any event not less than 100% of replacement value, including cost of debris removal, but excluding foundation and excavations, naming The City and The Developer, as their interests may appear. Such insurance shall also: (a) contain a waiver of subrogation against subcontractors; (b) state that "permission is granted to complete and occupy"; (c) cover, for replacement value, all materials and equipment on or about any offsite storage location intended for use for the Project; and (d) provide for a deductible not exceeding Ten Thousand Dollars ($10,000). 2.1.7 "CEQA" means the California Environmental Quality Act, Public Resources Code Sections 21000, et seq. 2.1.8 "CEQA Document" means any Addendum, Negative Declaration (mitigated or otherwise) or any Environmental Impact Report (including any addendum, amendment, subsequent or supplemental document) required by any Government to issue any discretionary Approval required for the Project. 2.1.9 "City Deed' means the deed in substantially the form of Exhibit "C" to this Agreement, conveying all of the City's interest in the Property to the Developer and containing a right of the City retake the Property under certain circumstances. 2.1.10 "City Funded Improvements" means the funding by the City of the actual reasonable costs up to a total of a maximum thirteen million dollars ($13,000,000) for the (i) the demolition of the existing three (3) level parking structure located on the Property, (ii) the preparation of the Project site for construction to a rough grade condition; (iii) the construction of Parcel A ("Public Parking Parcel") containing 211 public parking Spaces within the 10-story Parking Structure containing 444 parking spaces; (iv) construction of the private street reconnecting Sycamore Street between 3rd Street and 4th Street). 2.1.11 "City Manager" means the City Manager of the City or his or her designee or successor in function. 2.1.12 "City Parties" means, collectively, the City, its governing body, elected officials, employees, agents and attorneys. 4 55 394.00049\3323920112 75A-215 2.1.13 " City Party" means, individually, the City, its governing body, elected officials, employees, agents or attorneys. 2.1.14 "City's Title Notice Response" means the written response of the City to the Developer's Title Notice, in which the City elects to either: (i) cause the removal from the Preliminary Report of any matter disapproved in the Developer's Title Notice, (ii) obtain title insurance in a form reasonably satisfactory to the Developer insuring against the effects of any matters disapproved or conditionally approved in the Developer's Title Notice, (iii) otherwise satisfy the Developer regarding any matter disapproved or conditionally approved in the Developer's Title Notice, or (iv) not to take any action described in either (i), (ii) or (iii). 2.1.15 "Claims" means any and all claims, losses, costs, damages, expenses, liabilities, liens, actions, causes of action (whether in tort, contract or under statute, at law, in equity or otherwise), charges, awards, assessments, fines or penalties of any kind (including consultant and expert fees and expenses, Legal Costs of counsel retained by the City Parties, expert fees, costs of staff time and investigation costs of whatever kind or nature), and judgments, including, but not limited to, claims for: (i) injury to any Person (including death at any time resulting from that injury); (ii) loss of, injury or damage to, or destruction of property (including all loss of use resulting from that loss, injury, damage, or destruction) regardless of where located, including the property of the City Parties; (iii) any workers' compensation claim or determination; (iv) any Prevailing Wage Action; or (v) any Environmental Claim. 2.1.16 "Close of Escrow" means the recording of the City Deed in the official records of the County and completion of each of the actions set forth in Section 4.7 by the Escrow Agent for the conveyance of the Property from the City to the Developer. 2.1.17 "Construction Management Team" means the people designated by the City Manager to monitor the construction of the Parking Structure and Sycamore Street between 3rd Street and 4th Street. 2.1.18 "Construction Period" means the time period between the Close of Escrow and the issuance of the last Certificate of Completion for the Project. 2.1.19 "Contractor's Insurance" means Contractor's comprehensive general and automobile liability insurance for not less than One Million Dollars ($1,000,000) for personal injury and One Million Dollars ($1,000,000) for broad form property damage, including premises - operations liability, contractor's protective liability for all subcontractors' operations, completed operations, contractual liability (referring to the indemnity provisions of the applicable construction contract(s)), and automobile liability (owned and non -owned), and for any foundation, excavation, or demolition work, an endorsement that such operations are covered and that the "XCU Exclusions" have been deleted, which insurance may be in the form of a single limit policy or policies. 2.1.20 "Control" means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether by ownership of Equity Interests, by contract or otherwise. 2.1.21 "Controlling" and "Controlled" mean exercising or having Control. 5 55 394.00049\3323920112 75A-216 2.1.22 "Coup " means the County of Orange, California. 2.1.23 "Covenant Period" means the thirty (30) years commencing on the date of issuance of last Certificate of Completion for the Project. 2.1.24 "CPI" means the United States Department of Labor, Bureau of Labor Statistics "Consumer Price Index" for Urban Wage Earners and Clerical Workers (CPI-W) published for the Anaheim -Santa Ana -Irvine Metropolitan Statistical Area, with a base of 1982- 1984 = 100. If the CPI ceases to be published, with no successor index, then the Parties shall reasonably agree upon a reasonable substitute index. The CPI for any date means the CPI last published before the calendar month that includes such date. 2.1.25 " CPI Adjustment Factor" means, as of any date, the greater of (a) 1.00 or (b) the CPI for such date divided by the CPI for the Commencement Date. 2.1.26 "Default" means any Monetary Default or Non -Monetary Default. 2.1.27 "Developer Official Action" means the official action of the Developer authorizing the Developer's entry into and performance of this Agreement, in substantially the form attached to this Agreement as Exhibit "E," executed by the authorized representative(s) of the Developer. 2.1.28 "Developer Parties" means, collectively, the directors, officers, employees and agents of the Developer. 2.1.29 "Developer Party" means, individually, the directors, officers, employees or agents of the Developer. 2.1.30 "Developer's Title Notice" means a written Notice from the Developer to both the City and the Escrow Agent indicating the Developer's acceptance of the state of the title to the Property, as described in the Preliminary Report, or the Developer's disapproval of specific matters shown in Schedule B of the Preliminary Report, as exceptions to coverage under the proposed Title Policy, describing in suitable detail the actions that the Developer reasonably believes are indicated to obtain the Developer's approval of the state of the title to the Property. 2.1.31 "Developer's Title Notice Waiver" means a written Notice from the Developer to both the City and the Escrow Agent waiving the Developer's previous disapproval in the Developer's Title Notice of specific matters shown in Schedule B of the Preliminary Report, as exceptions to coverage under the proposed Title Policy. 2.1.32 "Due Diligence Completion Notice" means a written Notice of the Developer delivered to both the City and the Escrow Agent, prior to the end of the Due Diligence Period, indicating the Developer's unconditional acceptance of the condition of the Property or indicating the Developer's rejection or conditional acceptance of the condition of the Property and refusal to accept a conveyance of fee title to the Property, describing in reasonable detail the actions that the Developer reasonably believes are indicated to allow the Developer to unconditionally accept the condition of the Property. 6 55 394.00049\3323920112 75A-217 2.1.33 "Due Diligence Investigations" means the Developer's due diligence investigations of the Property to determine the suitability of the Property for development or operation of the Project, including, without limitation, investigations of the environmental and geotechnical suitability of the Property, as deemed appropriate in the reasonable discretion of the Developer, all at the sole cost and expense of the Developer. 2.1.34 "Due Diligence Period" means the one hundred and eighty (180) calendar day period commencing on the day immediately following the Effective Date and ending at 5:00 p.m. Pacific Time on the one hundred eightieth (180a') consecutive day thereafter. 2.1.35 "Effective Date" means the first date on which all of the following have occurred: (i) the City has received two (2) counterpart originals of this Agreement executed by the authorized representative(s) of the Developer; (ii) the City has received a certified copy of the Developer Official Action executed by the authorized representative(s) of the Developer; (iii) this Agreement has been approved by the City Council; (iv) this Agreement has been executed by the authorized representative(s) of the City; (v) an original of this Agreement executed by the authorized representative(s) of the City has been delivered by the City to the Developer. 2.1.36 "Environmental Claims" means any and all claims, demands, damages, losses, liabilities, obligations, penalties, fines, actions, causes of action, judgments, suits, proceedings, costs, disbursements and expenses, including, without limitation, Legal Costs and costs of environmental consultants and other experts, and all foreseeable and unforeseeable damages or costs of any kind or of any nature whatsoever directly or indirectly relating to or arising from any actual or alleged violation of any Environmental Law occurring during or arising from the Developer's Due Diligence Investigations, the Developer's ownership or occupancy of the Property, the Developer's construction, installation or operation of the Project or any other actions of or attributable to the Developer regarding the Property. 2.1.37 "Environmental Law" means any Law regarding any of the following at, in, under, above, or upon the Property: (a) air, environmental, ground water, or soil conditions; or (b) clean-up, control, disposal, generation, storage, release, transportation, use of, or liability or standards of conduct concerning, Hazardous Substances. 2.1.38 "Escrow" means an escrow, as defined in Civil Code Section 1057 and Financial Code Section 17003(a), that is conducted by the Escrow Agent with respect to the conveyance of Property from the City to the Developer, pursuant to this Agreement. 2.1.39 "Escrow Agent" means Fidelity National Title Company or such other Person mutually agreed upon in writing by the City and the Developer. 2.1.40 "Escrow Closing Date" means the earlier of: (i) on or before the fifth (5th) business day following the Escrow Agent's receipt of written confirmation from both the City and the Developer of the satisfaction or waiver of all conditions precedent to the Close of Escrow or (ii) September 30, 2022. If Developer is unable to meet the conditions precedent to the Close of Escrow within this time period, Developer shall have the right to request an extension of the Escrow Closing Date to September 30, 2023, which extension may be granted or withheld in the City Manager's reasonable discretion 55 394.00049\3323920112 75A-218 2.1.41 "Escrow Opening Date" means the first date on which a fully executed copy of this Agreement and the Deposit are deposited with the Escrow Agent. 2.1.42 "Event of Default" means the occurrence of any one or more of the following: (a) Monetary Default. A Monetary Default that continues for seven (7) days after Notice from the non -defaulting Party, specifying in reasonable detail the amount of money not paid and the nature and calculation of each such payment. (b) Prohibited Liens. Failure of the Developer to cause any Prohibited Lien to be released within fifteen (15) days after Notice of such lien to the Developer. (c) Bankruptcy or Insolvency. The Developer ceases to do business as a going concern, ceases to pay its debts as they become due or admits in writing that it is unable to pay its debts as they become due, or becomes subject to any Bankruptcy Proceeding (except an involuntary Bankruptcy Proceeding dismissed within sixty (60) days after commencement), or a custodian or trustee is appointed to take possession of, or an attachment, execution or other judicial seizure is made with respect to, substantially all of the Developer's assets or the Developer's interest in this Agreement (unless such appointment, attachment, execution, or other seizure was involuntary and is contested with diligence and continuity and vacated and discharged within sixty (60) days). (d) Transfer. The occurrence of a Transfer, other than a Permitted Transfer, whether voluntarily or involuntarily or by operation of Law, in violation of the terms and conditions of this Agreement. (e) Non -Monetary Default. Any Non -Monetary Default, other than those specifically addressed in Sections 2.1.42(b) through 2.1.42(d), that is not cured within thirty (30) days after Notice to the Developer describing the Non -Monetary Default in reasonable detail, or, in the case of a Non -Monetary Default that cannot with reasonable due diligence be cured within thirty (30) days after such Notice, if the Developer does not do all of the following: (i) within thirty (30) days after the City's Notice, advise the City of the Developer's intention to take all reasonable steps to cure such Non -Monetary Default; (ii) duly commence such cure within such period, and then diligently prosecute such cure to completion; and (iii) complete such cure within a reasonable time under the circumstances. 2.1.43 "Federal" means the government of the United States of America. 2.1.44 "Final" means, relative to an Approval or any CEQA Document, when all administrative appeal periods regarding such matter have expired, all administrative appeals or challenges regarding such matter (if any) have been resolved to both the City's and the Developer's reasonable satisfaction, all statutory periods for challenging such matter have expired, all litigation or other proceedings (if any) challenging any such matter have been resolved to both the City's and the Developer's reasonable satisfaction and all appeal periods relating to any such litigation or other proceedings have expired. 55 394.00049\3323920112 75A-219 2.1.45 "FIRPTA Affidavit' means an affidavit complying with Section 1445 of the United States Internal Revenue Code. 2.1.46 "Form 593" means a California Franchise Tax Board Form 593-C. 2.1.47 "Good Industry Practice" means standards, practices, methods and procedures conforming to the Law and the degree of skill and care, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced person or body engaged in the operation of a similar type hotel under the under the same or similar circumstances. 2.1.48 "Hazardous Substance" means flammable substances, explosives, radioactive materials, asbestos, asbestos -containing materials, polychlorinated biphenyls, chemicals known to cause cancer or reproductive toxicity, pollutants, contaminants, hazardous wastes, medical wastes, toxic substances or related materials, explosives, petroleum, petroleum products, and any "hazardous" or "toxic' material, substance or waste that is defined by those or similar terms or is regulated as such under any Law, including any material, substance or waste that is: (i) defined as a "hazardous substance" under Section 311 of the Water Pollution Control Act (33 U.S.C. § 1317), as amended; (ii) substances designated as "hazardous substances" pursuant to 33 U.S.C. § 1321; (iii) defined as a "hazardous waste" under Section 1004 of the Resource Conservation and Recovery Act of 1976, 42 U.S.C. § 6901, et seq., as amended; (iv) defined as a "hazardous substance" or "hazardous waste" under Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfixnd Reauthorization Act of 1986,42 U.S.C. § 9601, et seq., or any so-called "superfund" or "superlien" law; (v) defined as a "pollutant' or "contaminant' under 42 U.S.C.A. § 9601(33); (vi) defined as "hazardous waste" under 40 C.F.R. Part 260; (vii) defined as a "hazardous chemical" under 29 C.F.R. Part 1910; any matter within the definition of "hazardous substance" set forth in 15 U.S.C. § 1262; (viii) any matter, waste or substance regulated under the Toxic Substances Control Act ("TSCA") [ 15 U.S.C. Sections 2601, et seq.]; (ix) any matter, waste or substance regulated under the Hazardous Materials Transportation Act, 49 U.S.C. Sections 1801, et seq.; (x) those substances listed in the United States Department of Transportation (DOT)Table [49 CFR 172.101]; (xi) any matter, waste or substances designated by the EPA, or any successor authority, as a hazardous substance [40 CFR Part 302]; (xii) any matter, waste or substances defined as "hazardous waste" in Section 25117 of the California Health and Safety Code; (xiii) any substance defined as a "hazardous substance" in Section 25316 of the California Health and Safety Code; (xiv) any matter, waste, or substance that is subject to any other Law regulating, relating to or imposing obligations, liability or standards of conduct concerning protection of human health, plant life, animal life, natural resources, property or the enjoyment of life or property free from the presence in the environment of any solid, liquid, gas, odor or any form of energy from whatever source; or (xv) other substances, materials, and wastes that are, or become, regulated or classified as hazardous or toxic under any Laws or the regulations adopted pursuant to any Laws, including manure, asbestos, polychlorinated biphenyl, flammable explosives and radioactive material. 2.1.49 "Hazardous Substance Discharge" means any deposit, discharge, generation, release, or spill of a Hazardous Substance that occurs at on, under, into or from the Property, or during transportation of any Hazardous Substance to or from the Property (whether on its own or contained in other material or property), or that arises at any time from the use or 9 55 394.00049\3323920112 75A-220 operation of the Project or any activities conducted at on, under or from the Property or any adjacent or nearby real property, or resulting from seepage, leakage, or other transmission of Hazardous Substances from other real property to the Property, whether or not caused by a Party or whether occurring before or after the Close of Escrow. 2.1.50 "Hotel Anniversary Date" means the annual anniversary of the date that the Hotel had the first guest completed the first overnight stay for compensation in the Hotel. 2.1.51 "Hotel Project" means the development of the hotel containing seventy-five (75) rooms, on the Property, including eighty-three (83) parking spaces which includes forty-two (42) stacking parking spaces, all required or associated on -site and off -site improvements, all hardscape and all landscaping, all as specifically described in Exhibit "E" attached hereto and incorporated herein by reference, and all to be developed in accordance with the terms and conditions of this Agreement, plans and specifications approved by the City and any conditions imposed by the City in its approval of the Developer's development application(s) related to the Hotel Project. 2.1.52 "Indemnify' means, where this Agreement states that any Indemnitor shall "indemnify" any Indemnitee from, against, or for a particular matter, that the hndemnitor shall indemnify the Indemnitee and defend and hold the Indemnitee harmless from and against any and all loss, cost, claims, liability, penalties, judgments, damages, and other injury, detriment, or expense (including Legal Costs, interest and penalties) that the Indemnitee suffers or incurs: (a) from, as a result of, or on account of the particular matter; or (b) in enforcing the Indemnitor's indemnity obligation. "Indemnified" shall have the correlative meaning. 2.1.53 "Indemnitee" means any Person entitled to be Indemnified under the terms of this Agreement. 2.1.54 "Indemnitor" means a Party that agrees to Indemnify any other Person. 2.1.55 "Insurance Documents" means certified copies of insurance policies, original certificates of insurance or endorsements evidencing all insurance coverage required to be obtained by the Developer, pursuant to Section 5.9. 2.1.56 "Law" means all laws, ordinances, requirements, orders, proclamations, directives, rules, and regulations of any Government applicable to the Property or the Project, in any way, including any development, use, maintenance, taxation, operation, or occupancy of, or environmental conditions affecting the Property or the Project, or relating to any taxes, or otherwise relating to this Agreement or any Party's rights or remedies under this Agreement, or any Transfer of any of the foregoing, whether in force on the Effective Date or passed, enacted, or imposed at some later time, subject in all cases, however, to any applicable waiver, variance, or exemption. 2.1.57 "Legal Costs" of any Person means all reasonable costs and expenses such Person incurs in any legal proceeding (or other matter for which such Person is entitled to be reimbursed for its Legal Costs), including reasonable attorneys' fees, court costs and expenses and consultant and expert witness fees. 10 55 394.00049\3323920112 75A-221 2.1.58 "Liability Insurance" means general comprehensive public liability insurance against claims for Personal injury, death or property damage occurring upon, in, or about the Property, the Project adjoining streets or passageways, providing coverage for a combined single limit of One Million Dollars ($1,000,000) for any one occurrence. The City may increase such limit up to once every three (3) years, upon at least one hundred eighty (180) days' Notice to the Developer, provided that any increased limit: (a) does not exceed the limit initially set forth in this Section 2.1.58 multiplied by the CPI Adjustment Factor, rounded to the nearest multiple of One Hundred Thousand Dollars ($100,000). 2.1.59 "Maintenance Deficiency" shall have the meaning ascribed to the term in Section 8.1.2. 2.1.60 "Maintenance Standard" shall have the meaning ascribed to the term in Section 8.1.1. 2.1.61 "Mixed Use Project" means the development of the mixed use residential project, including an apartment complex with 171 residential units, 13,419 square feet of commercial space, and 196 residential parking spaces within the Parking Structure on the Property, including all required or associated on -site and off -site improvements, all hardscape and all landscaping, all as specifically described in Exhibit "F" attached hereto and incorporated herein by reference, and all to be developed in accordance with the terms and conditions of this Agreement, plans and specifications approved by the City and any conditions imposed by the City in its approval of the Developer's development application(s) related to the Mixed Use Project. 2.1.62 "Monetary Default" means any failure by either Party to pay or deposit, when and as this Agreement requires, any amount of money, or evidence of any insurance coverage, whether to or with a Party or a third -party. 2.1.63 "Non -Monetary Default" means the occurrence of any of the following, except to the extent constituting a Monetary Default: (i) any failure of a Party to perform any of its obligations under this Agreement; (ii) a Party's failure to comply with any material restriction or prohibition in this Agreement; or (iii) any other event or circumstance that, with passage of time or giving of Notice, or both, or neither, would constitute a Default under this Agreement. 2.1.64 "Notice" means any consent, demand, designation, election, Notice, or request relating to this Agreement, including any Notice of Default. All Notices must be in writing. 2.1.65 "Notice of Default" means any Notice claiming or giving Notice of a Default or alleged Default. 2.1.66 "Notice of Agreement" means a notice, in substantially the form of Exhibit "D" to this Agreement, to be recorded against the Property at the Close of Escrow to provide constructive record notice of the existence and application of this Agreement to the Property. 2.1.67 "Not 'means give a Notice. 2.1.68 "Parking Structure" means the 10 story parking structure containing 444 parking spaces 211 public parking spaces, and 196 residential parking spaces, and 83 Hotel parking 11 55 394.00049\3323920112 75A-222 spaces which are accomplished by tandem as well as the use of mechanical lifts, as more particularly described in Exhibit "F" attached hereto and incorporated herein by reference. 2.1.69 IWO Report' means a preliminary change of ownership report required under California Revenue and Taxation Code Section 480.3. 2.1.70 "Performance Schedule" means the schedule for the performance of certain actions by the City or the Developer, pursuant to the terms and conditions of this Agreement, attached to this Agreement as Exhibit `B." 2.1.71 "Permitted Encumbrance" means (i) any deed of trust or financing instrument in connection with Developer's construction financing or permanent financing of the Project, (ii) the Project approvals and all other entitlements, permits with respect to the Project obtained in accordance with this Agreement or otherwise with the approval of the City, (iii) all easements, encumbrances, licenses, and other use agreements in connection with the development of the Project and covenants, conditions, restrictions necessary or desirable in connection with the development, operation and use of the Project, and (iv) any other third party agreement contemplated in this Agreement or as reasonably necessary or desirable in connection with the development, use or occupancy of the Project. 2.1.72 "Permitted Exceptions" means: (i) any and all items shown in Schedule B of the Preliminary Report as exceptions to coverage under the proposed Title Policy that the Developer does not disapprove or conditionally approve or that are otherwise accepted or consented to by the Developer; (ii) any exceptions from coverage under the proposed Title Policy resulting from the Developer's activities on the Property; (iii) any lien for non -delinquent property taxes or assessments; (iv) any Laws applicable to the Property; (v) this Agreement; (vi) the City Deed; (vii) any other matter provided for in this Agreement. 2.1.73 "Person" means any association, corporation, governmental entity or City, individual, joint venture, joint-stock company, limited liability company, partnership, trust, unincorporated organization, or other entity of any kind. 2.1.74 "Pre -Closing Liquidated Damages Amount" means the amount of Twenty Five Thousand Dollars ($25,000). 2.1.75 "Preliminary Report" means a preliminary report issued by the Title Company in contemplation of the issuance of the Title Policy, accompanied by copies of all documents listed in Schedule B of the report, as exceptions to coverage under the proposed Title Policy. 2.1.76 "Prevailing Wage Action" means: (i) any determination by the State Department of Industrial Relations that prevailing wage rates should have been paid, but were not, (ii) any determination by the State Department of Industrial Relations that higher prevailing wage rates than those paid should have been paid, (iii) any administrative or legal action or proceeding arising from any failure to comply with the California Labor Code provisions regarding prevailing wage payments, including maintaining certified payroll records pursuant to California Labor Code 1776, or (iv) any administrative or legal action or proceeding to recover wage amounts pursuant to California Labor Code Section 1781. 12 55 394.00049\3323920112 75A-223 2.1.77 "Project" means the development of the Mixed Use Project, Parking Structure, and Hotel Project as specifically described in Exhibit "F" attached hereto and incorporated herein by reference, and all to be developed in accordance with the terms and conditions of this Agreement, plans and specifications approved by the City and any conditions imposed by the City in its approval of the Developer's development application(s) related to the Proj ect. 2.1.78 "Project Completion Date" means September 30, 2024 if the Escrow Closing Date is on or before September 30, 2022. If Developer was granted an extension of the Escrow Closing Date by the City Manager pursuant to Section 2.1.40 then the Project Completion Date shall be September 30, 2025. 2.1.79 "Property Insurance" means insurance providing coverage for the Project and the Property, against loss, damage, or destruction by fire and other hazards encompassed under the broadest form of property insurance coverage then customarily used for like properties in the County (except earthquake or war risk) from time to time, in an amount equal to one hundred percent (100%) of the Full Replacement Value (without deduction for depreciation) of the Project (excluding excavations and foundations) and in any event sufficient to avoid co-insurance, with "ordinance or law" coverage. Such insurance may contain a deductible clause not exceeding Five Thousand Dollars ($5,000) multiplied by the then current CPI Adjustment Factor. To the extent customary for like properties in the County at the time, such insurance shall include coverage for explosion of steam and pressure boilers and similar apparatus located on the Property; coverage for terrorism; coverage against damage or loss by flood, if the Property is located in an area in which flood insurance is available under the National Flood Insurance Act of 1968 or the Flood Disaster Protection Act of 1973, as such laws may be amended, modified or replaced from time to time; an "increased cost of construction" endorsement; and an endorsement covering demolition and cost of debris removal. 2.1.80 "Property Insurance Proceeds" means net proceeds (after reasonable costs of adjustment and collection, including Legal Costs) of Property Insurance, when and as received by the Developer. 2.1.81 "Property Transfer" means any "change in ownership," as defined in Revenue and Taxation Code Sections 60, et seq., of all or any portion of the Property. 2.1.82 "Public Parking Parcel" means Parcel A as shown in Exhibit K and incorporated herein by this reference as though fully set forth herein. The Public Parking Parcel is owned by the City and located within the Parking Structure and contains 211 public parking spaces. 2.1.83 "RevPAR" means revenue per available room and it is a performance metric used in the hotel industry. It is calculated by dividing a hotel's total room revenue by the total number of available rooms in the period being measured. 2.1.84 "Record," "recorded," "recording" or "recordation" each mean recordation of the referenced document in the official records of the Recorder of the County. 2.1.85 "State" means the State of California. 13 55 394.00049\3323920112 75A-224 2.1.86 "Title Company" means First American Title Company or such other title insurance company as mutually agreed upon between the City and the Developer in writing. 2.1.87 "Title Policy' means a standard owner's policy of title insurance issued by the Title Company, with coverage in the amount of the Purchase Price and insuring fee title to the Property vested in the Developer, subject to the Permitted Exceptions. 2.1.88 "Transfer" of any property, right or obligation means any of the following, whether by operation of law or otherwise, whether voluntary or involuntary, and whether direct or indirect: (a) any assignment, conveyance, grant, hypothecation, mortgage, pledge, sale, or other transfer, whether direct or indirect, of all or any part of such property, right or obligation, or of any legal, beneficial, or equitable interest or estate in such property, right or obligation or any part of it (including the grant of any easement, lien, or other encumbrance); (b) any conversion, exchange, issuance, modification, reallocation, sale, or other transfer of any direct or indirect Equity Interest(s) in the owner of such property, right or obligation by the holders of such Equity Interest(s); (c) any transaction described in "b" affecting any Equity Interest(s) or any other interest in such property, right or obligation or in any such owner (or in any other direct or indirect owner at any higher tier of ownership) through any manner or means whatsoever; or (d) any transaction that is in substance equivalent to any of the foregoing. A transaction affecting Equity Interests, as referred to in clauses "b" through "d," shall be deemed a Transfer by the Operator even though the Operator is not technically the transferor. A "Transfer" shall not, however, include any of the foregoing (provided that the other Party to this Agreement has received Notice of such occurrence) relating to any Equity Interest: (a) that constitutes a mere change in form of ownership with no material change in beneficial ownership and constitutes a tax-free transaction under federal income tax law and the State real estate transfer tax; (b) to member(s) of the immediate family(ies) of the transferor(s) or trusts for their benefit; or (c) to any Person that, as of the Commencement Date, holds an Equity Interest in the entity whose Equity Interest is being transferred. 2.1.89 "Unavoidable Delay" means a delay in either Party performing any obligation required to be performed by such Parry under this Agreement, except payment of money, arising from or on account of any cause whatsoever beyond the Party's reasonable control, despite such Party's reasonable diligent efforts, including acts of God, inclement weather, strikes, labor troubles or other union activities (but only to the extent such actions do not result from an act or omission of the Party), casualty, war, acts of terrorism or riots, governmental orders or actions, litigators seeking to challenge, prohibit, alter or delay the Project or any Approval related thereto, moratoria, delays that result from any pandemic or epidemic,including, but not limited to, public health orders issued by governmental authorities that contribute to or cause such a delay. Unavoidable Delay shall not include delay caused by a Parry's financial condition, illiquidity, or insolvency. 2.1.90 "Usury Limit" means the highest rate of interest, if any, that Law allows under the circumstances. 2.1.91 "Waiver of Subrogation" means a provision in, or endorsement to, any Liability Insurance, Automobile Liability Insurance or Property Insurance policy, by which the insurance carrier agrees to waive rights of recovery by way of subrogation against any Person for any loss such policy covers. 14 55 394.00049\3323920112 75A-225 2.1.92 "Workers' Compensation Insurance" means worker's compensation insurance complying with the provisions of State Law and an employer's liability insurance endorsement, with commercially standard limits, covering all employees of the Developer, its contractors and vendors. ARTICLE 3 PROPERTY DISPOSITION 3.1 Prior to City Conveyance of Property. Prior to City conveying the Property to Developer and Developer accepting the property from the City, Developer shall provide sufficient evidence that is satisfactory to the City, in City's sole and absolute discretion, that the following have been completed: 3.1.1 Developer has obtained all entitlements for the entirety of the Project. 3.1.2 Developer has obtained proof of construction financing for the entirety of the Project. 3.1.3 Developer has obtained permanent financing for the entirety of the Project, which may include equity investment by the Developer or a third party. 3.1.4 Developer has obtained all necessary building permits for the entirety of the Proj ect 3.1.5 Developer and City have executed an agreement regarding the Bond Financing or other financing the City deems appropriate and Developer's obligation regarding repayment of the debt service obligations. 3.1.6 Developer and City have agreed upon an acceptable demolition schedule based upon contractors' schedule. 3.1.7 Developer and City have executed the Grant of Easements and Reciprocal Access, Parking Operation and Maintenance Agreement, attached hereto as Exhibit K. 3.1.8 Developer shall to provide to the City a draft of the Covenant, Conditions and Restrictions (CC&R's), in compliance with ARTICLE 6, for review and approval in compliance with Section 6.1. 3.1.9 City has satisfied the terms of Section 5.10.1. 3.2 Purchase and Sale. Once Developer has satisfied Section 3.1 and City has satisfied Section 5.10 City shall convey land to the Developer for the Mixed Use Project and the Developer shall accept the Property from the City, pursuant to the terms and conditions of this Agreement. City shall retain ownership of the parcel containing the 211 public parking spaces contained within the Parking Structure and Developer shall grant City an easement for street, highway and public utility purposes over, under and upon the private portion of Sycamore Street between 3rd Street and 4th Street which shall be constructed by Developer as part of this 15 55 394.00049\3323920112 75A-226 Agreement. For the purposes of exchanging funds and documents to complete the conveyance of the Property from the City to the Developer, the City and the Developer agree to open Escrow with the Escrow Agent. The provisions of ARTICLE 4 of this Agreement are the joint escrow instructions of the Parties to the Escrow Agent for the conduct of Escrow. If requested by the Escrow Agent, the Developer and the City shall execute the Escrow Agent's reasonable standard or general escrow instructions. Any provision in the Escrow Agent's standard or general escrow instructions that purports to exculpate the Escrow Agent from or require the Developer or the City to indemnify the Escrow Agent against the Escrow Agent's negligence or willful misconduct shall be deemed "unreasonable" and shall not be included in any standard or general escrow instructions requested by the Escrow Agent. In the event of any conflict between the provisions of this Agreement and any such standard or general escrow instructions requested by the Escrow Agent, the provisions of this Agreement shall be controlling. 3.3 Title Approval. 3.3.1 Developer's Title Notice. Within five (5) days after the Effective Date of this Agreement, the City shall request the Preliminary Report from the Title Company, with instructions to the Title Company to deliver a copy of the Preliminary Report to the Developer concurrent with delivery of the Preliminary Report to the City. Within thirty (30) days following the Developer's receipt of the Preliminary Report, the Developer shall deliver the Developer's Title Notice to the City. 3.3.2 Failure to Deliver Developer's Title Notice. If the Developer fails to deliver Developer's Title Notice to the City, within thirty (30) days following the Developer's receipt of the Preliminary Report, the Developer will be deemed to disapprove the status of title to the Property and refuse to accept title to the Property. 3.3.3 City's Title Notice Response. Within fifteen (15) days following the earlier of the City's receipt of Developer's Title Notice or expiration of the time period provided in this Section 3.3.3 for delivery of Developer's Title Notice, the City shall serve City's Title Notice Response. If the Developer's Title Notice does not disapprove or conditionally approve any matter in the Preliminary Report or the Developer fails to deliver the Developer's Title Notice, the City shall not be required to serve City's Title Notice Response. If the City does not serve City's Title Notice Response, if necessary, within fifteen (15) days following its receipt of the Developer's Title Notice, the City shall be deemed to elect not to take any action in reference to the Developer's Title Notice. If the City elects in City's Title Notice Response to take any action in reference to the Developer's Title Notice, the City shall take such action, prior to the Escrow Closing Date. Notwithstanding the foregoing, the City agrees to remove prior to the Escrow Closing Date all monetary liens and encumbrances of the Property other than non -delinquent real property taxes and assessments. and such liens and encumbrances shall not constitute permitted exceptions. 3.3.4 Developer's Title Notice Waiver. If the City elects or is deemed to have elected not to take any action in reference to the Developer's Title Notice, then within seven (7) days following the earlier of (1) the Developer's receipt of City's Title Notice Response or (2) the expiration of the time period provided in Section 3.3.3 for delivery of City's Title Notice Response, the Developer shall either: (i) refuse to accept the title to and conveyance of the Property, or (ii) waive its disapproval or conditional approval of any matters set forth in the Developer's Title 16 55 394.00049\3323920112 75A-227 Notice by delivering the Developer's Title Notice Waiver to the City. Failure by the Developer to timely deliver the Developer's Title Notice Waiver, where City's Title Notice Response or the City's failure to serve City's Title Notice Response indicates or results in the City's election not to take any action in reference to the Developer's Title Notice, will be deemed the Developer's continued refusal to accept the title to and conveyance of the Property, in which case either the City or the Developer shall have the right to cancel the Escrow and terminate this Agreement, in their respective sole and absolute discretion, until such time (if ever) as the Developer delivers the Developer's Title Notice Waiver. Any termination of this Agreement and cancellation of the Escrow pursuant to this Section 3.3.4 shall be without liability to the other Party or any other Person, and shall be accomplished by delivery of a written Notice of termination to both the other Party and the Escrow Agent, in which case the Parties and the Escrow Agent shall proceed pursuant to Section 4.11. 3.4 Developer Due Diligence Investigations. 3.4.1 License to Enter. The City licenses and permits the Developer to enter the Property solely for the purpose of undertaking and completing such Due Diligence Investigations as the Developer deems necessary and appropriate. The license provided in this Section 3.4.1 shall expire upon the Close of Escrow or earlier termination of this Agreement. The Developer shall conduct all of its Due Diligence Investigations at its sole cost and expense. The Developer shall abide by any reasonable additional condition(s) of entry onto the Property required by the City, whether or not set forth in this Agreement. Any Due Diligence Investigations of the Property by the Developer shall not unreasonably disrupt any then existing use or occupancy of the Property or the operations of the City. 3.4.2 Limitations. The Developer shall not conduct any intrusive or destructive testing of any portion of the Property, other than low volume soil samples, without the City Manager's prior written consent which shall not be unreasonably withheld. Following the conduct of any Due Diligence Investigations on the Property, the Developer shall restore the Property to substantially its condition prior to the conduct of such Due Diligence Investigations. 3.4.3 Indemnity; Insurance. The activities of the Developer or its agents directly or indirectly related to the Developer's Due Diligence Investigations shall be subject to the Developer's indemnity, defense and hold harmless obligations under this Agreement. Prior to commencing any Due Diligence Investigations on the Property, the Developer shall deliver copies of policies or original certificates of all Liability Insurance required to be delivered pursuant to Section 5.9. 3.4.4 Due Diligence Completion Notice. The Developer shall deliver a Due Diligence Completion Notice to the City and the Escrow Agent prior to the end of the Due Diligence Period. If the Developer does not unconditionally accept the condition of the Property by delivery of its Due Diligence Completion Notice indicating such acceptance, prior to the end of the Due Diligence Period, the Developer shall be deemed to have rejected the condition of the Property and refused to accept conveyance of title to the Property. If the condition of the Property is rejected or deemed rejected by the Developer, then the City or the Developer shall have the right to cancel the Escrow and terminate this Agreement, in their respective sole and absolute discretion, until such time (if ever) as the City receives the Due Diligence Completion Notice stating the 17 55 394.00049\3323920112 75A-228 Developer's unconditional acceptance of the condition of the Property. Any termination of this Agreement and cancellation of the Escrow, pursuant to this Section 3.4.4, shall be without liability to the other Party or any other Person, and shall be accomplished by delivery of a written Notice of termination to the other Party and the Escrow Agent, in which case the Parties and the Escrow Agent shall proceed pursuant to Section 4.11. 3.4.5 No Representations or Warranties. The Developer shall rely solely and exclusively upon the results of its Due Diligence Investigations of the Property, including, without limitation, investigations regarding geotechnical soil conditions, compliance with all Laws applicable to the development or use of the Property by the Developer and any other matters relevant to the condition or suitability of the Property for the development or operation of the Project, as the Developer may deem necessary or appropriate. Except for the representations and warranties contained in this Agreement and any documents or instruments referenced herein or delivered in accordance herewith, the City makes no representation or warranty, express or implied, to the Developer relating to the condition of the Property or suitability of the Property for any intended use or development by the Developer. 3.4.6 Acceptance of Property 'AS -IS.' Except for the representations and warranties contained in this Agreement and any documents or instruments referenced herein or delivered in accordance herewith, the Developer shall accept all conditions of the Property, without any liability of the City Parties whatsoever, upon the Developer's unconditional acceptance of the condition of the Property indicated in its Due Diligence Completion Notice. The Developer's delivery of its Due Diligence Completion Notice indicating the Developer's unconditional acceptance of the condition of the Property shall evidence the Developer's unconditional and irrevocable acceptance of the Property in the Property's AS IS, WHERE IS, SUBJECT TO ALL FAULTS CONDITION, WITHOUT WARRANTY AS TO QUALITY, CHARACTER, PERFORMANCE OR CONDITION and with full knowledge of the physical condition of the Property, the nature of the City's interest in and use of the Property, all Laws applicable to the Property, the Permitted Exceptions and of any and all conditions, restrictions, encumbrances and all matters of record relating to the Property. The Developer's delivery of its Due Diligence Completion Notice indicating the Developer's unconditional acceptance of the condition of the Property shall constitute the Developer's representation and warranty to the City that the Developer has received assurances acceptable to the Developer by means independent of the City or any agent of the City of the truth of all facts material to the Developer's acquisition of the Property pursuant to this Agreement, and that the Property is being acquired by the Developer as a result of its own knowledge, inspection and investigation of the Property and not as a result of any representation(s) made by the City or any employee, official, consultant or agent of the City relating to the condition of the Property, unless such statement or representation is expressly and specifically set forth in this Agreement. The City hereby expressly and specifically disclaims any express or implied warranties regarding the Property. 3.5 City Pre -Closing Document Approval. 3.5.1 Developer Delivery of Documents. The Developer shall deliver all of the following described documents to the City, at least, forty-five (45) calendar days prior to the Escrow Closing Date: 18 55 394.00049\3323920112 75A-229 (a) All Insurance Documents; (b) Any covenants, conditions or restrictions proposed for the Property; and 3.5.2 City Approval. Within thirty (30) calendar days after the City receives any item required to be delivered to the City by the Developer pursuant to Section 3.1, the City shall Notify the Developer whether or not such submitted matter is reasonably acceptable to the City. Any Notice from the City stating that a particular submitted matter is not acceptable to the City shall also state the actions that the City reasonably believes are required to make such matter acceptable to the City. Within thirty (30) calendar days after receipt of any Notice from the City stating that a submitted matter is not acceptable to the City, the Developer shall appropriately revise any matter disapproved by the City in a manner intended in good faith to obtain the City's approval of such matter and re -submit such matter to the City for approval. The process applicable to the City's consideration of the initial submittal of any matter shall apply to any re -submittal of such matter, following its disapproval by the City. If the City fails to Notify the Developer that it does not approve of any submitted matter within the requisite thirty (30) calendar period, then the City shall be deemed to have approved such matter. 3.6 City Relocation Assistance. 3.6.1 Relocation. The Property currently has a public parking structure. The City currently sells monthly parking passes, and thirty (30) parking spaces are leased to California State University, Fullerton Foundation. The lease with California State University, Fullerton Foundation is set to expire on December 31, 2028. The City will work with California State University, Fullerton Foundation to relocate the thirty (30) leased parking spaces. If the relocation cannot be accomplished the Developer will accommodate the lease as part of the 211 public parking spaces. The City has no known relocation and related obligations. Notwithstanding the foregoing, as between the City and the Developer, the City shall be responsible, at its sole cost and expense, for any and all relocation and related expenses attributable to the relocation of the occupants of the Property, if any. The City shall defend, indemnify and hold the Developer and its officers, employees, agents, attorneys, and contractors harmless from and against all liability for any relocation and related expenses attributable to the development of the Property and the relocation of its previous occupants. ARTICLE 4 JOINT ESCROW INSTRUCTIONS 4.1 Opening of Escrow. The City and the Developer shall cause the Escrow to be opened no later than January 1, 2021. The Escrow Agent shall promptly confirm the Escrow Opening Date in writing to each of the Parties. The Escrow Closing Date shall be on or before September 30, 2022 unless the Escrow Closing Date is extended as provided in this Agreement. This ARTICLE 4 shall constitute the joint escrow instructions of the City and the Developer to the Escrow Agent for conducting of the Escrow. 19 55 394.00049\3323920112 75A-230 4.2 Escrow Agent Authority. The City and the Developer authorize the Escrow Agent to: 4.2.1 Charge. Pay and charge the Developer for the applicable fees, charges and costs payable regarding the Escrow; 4.2.2 Settlement/Closing Statements. Release each Party's Escrow settlement/closing statement to the other Party; and 4.2.3 Document Recording. Record any instruments delivered for recording through the Escrow in the official records of the Recorder of the County, pursuant to the joint instructions of the Parties. 4.3 Developer's Conditions to Close of Escrow. Provided that the failure of any such condition to be satisfied is not due to a Default under this Agreement by the Developer, the Developer's obligation to accept the conveyance and title of the Property from the City on the Escrow Closing Date shall be subject to the satisfaction or waiver of each of the following conditions precedent, each of which can only be waived in writing by the Developer: 4.3.1 Title. The Developer agrees to accept the title to and conveyance of the Property, pursuant to Section 3.3; 4.3.2 Due Diligence. The Developer delivers its Due Diligence Completion Notice to both the City and the Escrow Agent indicating the Developer's unconditional acceptance of the condition of the Property, prior to the expiration of the Due Diligence Period; 4.3.3 Title Policy. The Title Company is, upon payment of the Title Company's standard premium for such an insurance policy, irrevocably and unconditionally committed to issue the Title Policy to the Developer, at the Close of Escrow; 4.3.4 Consistency Finding. The Planning Commission of the City has determined that the disposition of the Property to this Agreement is consistent with the City's General Plan, in accordance with Government Code Section 65402; 4.3.5 Approvals. Final issuance of all discretionary Approvals required from any Government to construct, install or operate the applicable portion of the Project on the Property, on terms and conditions reasonably acceptable to the Developer; 4.3.6 CEQA Documents. Final adoption, approval or certification of the CEQA Documents, if any; 4.3.7 City Escrow Deposits. The City deposits all of the items into the Escrow required by Section 4.6; 4.3.8 Settlement/Closing Statement. The Developer approves the Escrow Agent's final estimated closing/settlement statement; and 20 55 394.00049\3323920112 75A-231 4.3.9 City's Material Obligations. The City performs all of its material obligations required to be performed by the City under this Agreement prior to the Close of Escrow and the City's representations and warranties set forth in this Agreement remain true in all material respects, and the City is not otherwise in default under this Agreement. 4.4 City's Conditions to Close of Escrow. Provided that the failure of any such condition to be satisfied is not due to a Default under this Agreement by the City, the City's obligation to convey the Property to the Developer on or before the Escrow Closing Date shall be subject to the satisfaction or waiver of each of the following conditions precedent, each of which can only be waived in writing by the City: 4.4.1 Title. The Developer agrees to accept the title to and conveyance of the Property, pursuant to Section 3.3; 4.4.2 Due Diligence. The Developer delivers its Due Diligence Completion Notice to both the City and the Escrow Agent indicating the Developer's unconditional acceptance of the Property, prior to the expiration of the Due Diligence Period; 4.4.3 Approvals. Final issuance of all discretionary Approvals required from any Government to construct, install or operate the applicable portion of the Project on the Property, on terns and conditions reasonably acceptable to the Developer, including but not limited to building permits; 4.4.4 CEQA Documents. Final adoption, approval or certification of the CEQA Documents, if any; 4.4.5 Title Policy. The Title Company is upon payment of the Title Company's standard premium for such insurance policy, irrevocably and unconditionally committed to issue the Title Policy to the Developer, at the Close of Escrow; 4.4.6 Insurance Documents. The Developer delivers the Insurance Documents and the City has approved all such evidence of insurance, all pursuant to Section 3.5; 4.4.7 Developer's Escrow Deposits. The Developer deposits all of the items into the Escrow required by Section 4.5; 4.4.8 Settlement/Closing Statement. The City approves the Escrow Agent's final estimated closing/settlement statement; 4.4.9 Consistency Finding. The Planning Commission of the City and the City Council have determined that the disposition of the Property pursuant to this Agreement is consistent with the City's General Plan, in accordance with Government Code Section 65402; and 4.4.10 Developer's Material Obligations. The Developer performs all of its material obligations required to be performed by the Developer under this Agreement prior to the Close of Escrow and the Developer's representations and warranties set forth in this Agreement remain true in all material respects, and the Developer is not otherwise in default under this Agreement.. 21 55 394.00049\3323920112 75A-232 4.5 Developer's Escrow Deposits. At least one (1) business day prior to the Escrow Closing Date scheduled by the Escrow Agent in a writing delivered to both of the Parties, the Developer shall deposit the following described fiends and documents into the Escrow and, concurrently, provide a copy of each such document to the City: 4.5.1 PCO Report. A PCO Report executed by the authorized representative(s) of the Developer; 4.5.2 Insurance Documents. Any copies of insurance policies or original certificates of insurance required to be delivered to the City by the Developer on or before the Close of Escrow, pursuant to Section 3.5.1; 4.5.3 Acceptance of City Deed. The Certificate of Acceptance of the City Deed, in substantially the form attached to the City Deed, executed by the authorized representative(s) of the Developer in recordable form; 4.5.4 Notice of Agreement. The Notice of Agreement executed by the authorized representative(s) of the Developer in recordable form; 4.5.5 Other Funds and Documents. Such other funds or documents required from the Developer under the terms of this Agreement to close the Escrow or by the Escrow Agent in the performance of the Escrow Agent's contractual or statutory obligations regarding the Escrow. 4.6 City's Escrow Deposits. At least one (1) business day prior to the Escrow Closing Date scheduled by the Escrow Agent in a writing delivered to both of the Parties, the City shall deposit the following described fiends and documents into the Escrow and, concurrently, provide a copy of each such document to the Developer: 4.6.1 City Deed. The City Deed executed by the authorized representative(s) of the City in recordable form; 4.6.2 FIRPTA Affidavit. The FIRPTA Affidavit completed and executed by the authorized representative(s) of the City; 4.6.3 Notice of Agreement. The Notice of Agreement executed by the authorized representative(s) of the City in recordable form; 4.6.4 Form 593. A Form 593 executed by the authorized representative(s) of the City; and 4.6.5 Other Funds and Documents. Such other fiends or documents required from the City under the terms of this Agreement to close the Escrow or by the Escrow Agent in the performance of the Escrow Agent's contractual or statutory obligations regarding the Escrow. 4.7 Closing Procedure. When each of the Developer's Escrow deposits, as set forth in Section 4.5, and each of the City's Escrow deposits, as set forth in Section 4.6, are deposited into the Escrow, the Escrow Agent shall request confirmation in writing from both the Developer and the City that each of their respective conditions to the Close of Escrow, as set forth in Section 22 55 394.00049\3323920112 75A-233 4.3 and Section 4.4, respective, are satisfied or waived. Upon the Escrow Agent's receipt of written confirmation from both the City and the Developer that each of their respective conditions to the Close of Escrow are either satisfied or waived, the Escrow Agent shall schedule the Escrow Closing Date by written Notice to both Parties and, thereafter, shall close the Escrow by doing all of the following: 4.7.1 Recordation and Distribution of Documents. Escrow Agent shall file the following documents with the office of the Recorder of the County for recording in the official records of the County, in the following order, at the Close of Escrow: (i) the City Deed, with the Developer's certificate of acceptance attached, (ii) the Notice of Agreement, and (iii) any other documents to be recorded through the Escrow upon the joint instructions of the Parties. The Escrow Agent shall deliver conformed copies of all documents filed for recording in the official records of the County and originals or copies of all other documents delivered through the Escrow to the City, the Developer and any other Person designated in the joint escrow instructions of the Parties to receive an original or conformed copy of each such document. Each copy of a document filed for recording shall show all recording information. The Parties intend and agree that this Section 4.7 shall establish the relative priorities of the documents to be recorded in the official records of the County through the Escrow, by providing for recordation of senior interests prior in time to junior interests, as provided in this Section 4.7; 4.7.2 PCO Report. File the PCO Report with the office of the Recorder of the County of Riverside, California; 4.7.3 FIRPTA Affidavit. File the FIRPTA Affidavit with the United States Internal Revenue Service; Board; 4.7.4 Form 593. File the Form 593 with the State of California Franchise Tax 4.7.5 Title Policy. Obtain and deliver the Title Policy to the Developer; 4.7.6 Funds. Return all remaining funds held by the Escrow Agent for the account of the Developer to the Developer, less the Developer's share of the Escrow closing costs, and less any other charges to the account of the Developer. 4.7.7 Report to IRS. Following the Close of Escrow and prior to the last date on which such report is required to be filed with the Internal Revenue Service, if such report is required pursuant to Section 6045(e) of the Internal Revenue Code, the Escrow Agent shall report the gross proceeds of the purchase and sale of the Property to the Internal Revenue Service on Form 1099-13, Form W-9 or such other form(s) as may be specified by the Internal Revenue Service pursuant to Section 6045(e) or the associated Federal regulations. Upon the filing of such reporting form with the Internal Revenue Service, the Escrow Agent shall deliver a copy of the filed form to both the City and the Developer. 4.8 Close of Escrow. The Close of Escrow shall occur on or before the Escrow Closing Date. The Parties may mutually agree to change the Escrow Closing Date by joint written instruction to the Escrow Agent. If for any reason the Close of Escrow has not occurred on or before the Escrow Closing Date, then any Party not then in default of this Agreement may cancel 23 55 394.00049\3323920112 75A-234 the Escrow and terminate this Agreement, without liability to the other Party or any other Person for such cancellation and termination, by delivering written Notice of termination to both the other Party and the Escrow Agent. Thereafter, the Parties and the Escrow Holder shall proceed pursuant to Section 4.10 and Section 4.11. Without limiting the right of either Party to cancel the Escrow and terminate this Agreement, pursuant to the first sentence of this Section 4.8, if the Escrow does not close on or before the Escrow Closing Date, and neither Party has exercised its contractual right to cancel the Escrow and terminate this Agreement before the first date on which the Escrow Holder is in a position to close the Escrow, then the Escrow shall close as soon as reasonably possible following the first date on which the Escrow Agent is in a position to close the Escrow, pursuant to the terms and conditions of this Agreement. 4.9 Escrow Closing Costs, Taxes and Title Policy Premium. The Developer shall pay all Escrow fees and such other costs as the Escrow Agent may charge for the conduct of the Escrow. The Developer shall pay the premium charged by the Title Company for the Title Policy, exclusive of any endorsements or other supplements to the coverage of the Title Policy that may be requested by the Developer, and any documentary transfer tax relating to the conveyance of the Property from the City to the Developer through the Escrow that is due at the Close of Escrow. The Developer shall pay any and all recording fees, any and all other charges, fees and taxes levied by a Government arising or relating to the conveyance of the Property through the Escrow and the cost of any endorsements or supplements to the coverage of the Title Policy requested by the Developer. The Escrow Agent shall Notify both the Developer and the City of the costs to be borne by Developer at the Close of Escrow by delivering the Escrow Agent's estimated closing/settlement statement to both the City and the Developer, at least four (4) business days prior to the Escrow Closing Date. 4.10 Escrow Cancellation Charges. If the Escrow fails to close due to an Event of Default attributable to the City, the City shall pay all customary and reasonable cancellation charges regarding cancellation of the Escrow and the Title Policy order, if any. If the Escrow fails to close due to an Event of Default attributable to the Developer, the Developer shall pay all customary and reasonable cancellation charges regarding cancellation of the Escrow and the Title Policy order, if any. If the Escrow fails to close for any reason other than an Event of Default attributable to either the Developer or the City, the Developer and the City shall each pay one-half (1/2) of any customary and reasonable cancellation charges regarding cancellation of the Escrow and the Title Policy order, if any. 4.11 Escrow Cancellation. If the Escrow is cancelled and this Agreement is terminated pursuant to a contractual right granted to a Party in this Agreement to cancel the Escrow and terminate this Agreement, other than due to an Event of Default attributable to the other Party, the Parties shall pay any associated costs in accordance with Section 4.10 and do each of the following: 4.11.1 Cancellation Instructions. The Parties shall, within three (3) business days following receipt of the Escrow Agent's written request, execute any reasonable Escrow cancellation instructions requested by the Escrow Agent; and 4.11.2 Return of Funds and Documents. Within seven (7) days following receipt by the Parties of a settlement statement from the Escrow Agent of cancellation charges regarding cancellation of the Escrow and the Title Policy order, if any: (i) the Developer or the Escrow 24 55 394.00049\3323920112 75A-235 Agent, respectively, shall return to the City any documents previously delivered by the City to the Developer or the Escrow Agent regarding the Escrow, (ii) the City or the Escrow Agent, respectively, shall return to the Developer all documents previously delivered by the Developer to the City or the Escrow Agent regarding the Escrow; (iii) the Escrow Agent shall return to the Developer any fiends deposited into the Escrow by the Developer, except as otherwise provided in Section 9.2, less the Developer's share of any customary and reasonable cancellation charges regarding cancellation of the Escrow and the Title Policy order, if any, in accordance with Section 4.10; and (iv) the Escrow Holder shall return to the City any funds deposited into the Escrow by the City, less the City's share of any customary and reasonable cancellation charges regarding cancellation of the Escrow and the Title Policy order, if any, in accordance with Section 4.10. 4.12 Escrow Notices. All notices and communications from the Escrow Agent to the Parties shall be given in the manner provided in Section 10.5 of this Agreement. ARTICLE 5 PROJECT DEVELOPMENT 5.1 Developer Covenant to Develop Project. The Developer covenants to and for the exclusive benefit of the City that the Developer shall commence and complete the development of the Project on the Property, within the time period for such action set forth in the Performance Schedule. The Developer covenants and agrees for itself, its successors and assigns that the Property shall be improved and developed with the Project, in conformity with the terms and conditions of this Agreement and all applicable Laws and conditions of each Government. The covenants of this Section 5.1 shall run with the land of the Property, until the earlier of: (i) the date of issuance of the last Certificate of Completion or the Certificate of Occupancy for the Proj ect. 5.2 Developer to Obtain all Project Approvals. 5.2.1 Submission of Development Application. The Developer shall, within the time period(s) for such actions set forth in the Performance Schedule, prepare and submit a complete development application and any other required application, document, fee, charge or other item (including, without limitation, deposit, fund or surety) required for construction or installation of the Project, pursuant to all applicable Laws and Approvals, to each necessary Government for review and approval. The City's zoning, building and land use regulations (whether contained in ordinances, the City's municipal code, conditions of approval or elsewhere) and the alternate procurement process (SAMC Section 33-204), shall be applicable to the construction and installation of the Project on the Property by the Developer, pursuant to this Agreement. The Developer acknowledges that all plans and specifications and any changes to any plans or specifications for the Project shall be subject to all applicable Laws and Approvals. The Developer shall obtain all entitlements, permits and other approvals for construction and installation of the Project on the Property from each Government, within the time periods for such actions set forth in the Performance Schedule, and prior to the commencement of any construction or installation of the applicable portion(s) of the Project. 25 55 394.00049\3323920112 75A-236 5.2.2 Reservations. The approval of this Agreement by the City shall not be binding on the City Council, the Planning Commission, Design Review Committee or any other commission, committee, board or body of the City regarding any approvals of the Project required by such bodies. No action by the City with reference to this Agreement or any related documents shall be deemed to constitute issuance or waiver of any required City permit, approval or authorization regarding the Property, the Projector the Developer. The Developer obtains no right, permit or entitlement to construct or install the Project on the Property or any portion of the Property by virtue of this Agreement. 5.2.3 Project Changes. If any revisions of the Project are required by a Government, the Developer shall promptly make any such revisions that are: (i) generally consistent with the Scope of Development and (ii) would not result in any material additional improvements not identified in the Developer's submitted application. 5.2.4 Conditions of Approval. Notwithstanding any provision to the contrary in this Agreement, the Developer agrees to accept and comply fully with any and all conditions of approval contained within any approvals, permits or other governmental actions regarding the construction or installation of the Project on the Property, that are both: (i) generally consistent with this Agreement and the Project Description and (ii) imposed after a public hearing in accordance with the City's approval process, where a public hearing is legally required for the issuance of the approval, permit or other governmental action. 5.2.5 Developer Payment of Costs and Fees. Except as set forth in Section 5.10, the Developer and the City agree that the City shall not provide any financial assistance to the Developer in connection with the construction or installation of the Project. The Developer shall be solely responsible for paying for the costs of all design work, construction, labor, materials, fees, permits, applications, and other expenses associated with the Project. The Developer shall pay any and all fees pertaining to the review and approval of the Project by each Government and utility service providers, including the costs of preparation of all required construction, planning and other documents reasonably required by each Government or utility service provider pertinent to the construction, installation or operation of the Project on the Property, including, but not limited to, specifications, drawings, plans, maps, permit applications, land use applications, zoning applications, environmental review and disclosure documents and design review documents. The Developer shall obtain any and all necessary governmental approvals, prior to the commencement of applicable portions of construction and installation of the Project, and the Developer shall take reasonable precautions to ensure the safety and stability of surrounding properties during the construction and installation of the Project. (a) Developer acknowledges and agrees that pursuant to Section 5.10 City will fund based on actual reasonable costs to a maximum cost of thirteen million dollars ($13,000,000) for (i) the demolition of the existing three (3) level parking structure located on the Property, (ii) the preparation of the Project site for construction to a rough grade condition; (iii) the construction of Public Parking Parcel; (iv) construction of the street reconnecting Sycamore Street between 3rd Street and 4th Street ("City Funded Improvements"). (i) Developer shall submit to City monthly invoices including supporting documentation showing the actual costs incurred for the City Funded Improvements. 26 55 394.00049\3323920112 75A-237 (ii) City shall review the invoices and supporting documentation. In City's sole and absolute discretion determines additional information is needed City will specify the additional information or documentation that is needed, and Developer shall provide the requested documentation within fourteen (14) days, unless a City grants a longer period of time for compliance. Should Developer fail to timely provide the requested documentation the expense shall be deemed unreasonable. (iii) City can object to any expenses the City determines is unreasonable contained in the monthly invoices. Within fourteen (14) days, Developer shall have the right to provide additional supporting documentation to justify the reasonableness of the expense to the City. City shall review any additional supporting documentation provided by Developer to reconsider the reasonableness of the expense for the City Funded Improvements. (iv) City shall pay any reasonable costs for the construction of the City Funded Improvements within forty-five (45) days of receipt of monthly invoice or the receipt of the additionally requested documentation or additional information, whichever comes later. (b) Developer acknowledges that Developer is solely responsible for the actual demolition and construction of the City Funded Improvements and is solely responsible for any costs of the City Funded Improvements that exceed thirteen million dollars ($13,000,000). (c) The City Funded Improvements shall be completed prior to Developer requesting any Certificate of Completion or Certificate of Occupancy for any building or unit within the Project. (d) Within ninety (90) days from the issuance of the last Certificate of Completion or Certification of Occupancy for any building or unit within the Project, Developer shall submit a complete accounting of the reasonable unreimbursed hard and soft costs for the Construction of the Hotel Project ("Hotel Project Accounting") and the reasonable unreimbursed hard and soft costs for the Construction the Mixed Use Project ("Mixed Use Project Accounting") shall be provided to City. The Hotel Project Accounting plus the Mixed Use Project Accounting equals Final Developer Accounting. ("Final Developer Accounting"). 5.2.6 Developer shall obtain performance bonds, labor and material bonds for the amount required by the City prior to obtaining any building permits for any portion of the Project. 5.3 Developer Changes to Plans and Specifications During Course of Construction of Project. The Developer shall have the right, during the course of construction of the Mixed Use Project and Hotel Project, to make "minor field changes," without seeking the approval of the City, if such changes do not affect the type of use to be conducted within all or any portion of a structure. "Minor field changes" shall be defined as those changes from the approved construction drawings, plans and specifications that have no substantial effect on the Project and are made in order to expedite the work of construction in response to field conditions. Nothing contained in this Section 5.3 shall be deemed to constitute a waiver of or change in any Approvals governing any such "minor field changes" or in any Approvals by any Government otherwise required for any such "minor field changes." Developer shall obtain prior written approval of the City Manager 27 55 394.00049\3323920112 75A-238 or City Manager's designee for any change from the approved construction drawings, plans and specifications for the Parking Structure and Sycamore Street between 3rd Street and 4th Street. 5.4 Construction Start and Completion of Project. 5.4.1 The Developer shall commence construction and installation of the Project in accordance with the Performance Schedule. Thereafter, the Developer shall diligently proceed to complete the construction and installation of the Project, in a good and workmanlike manner, in accordance with the Performance Schedule and all applicable Laws and all Approvals for the Project issued by each Government. 5.4.2 Developer shall attend monthly meetings with the Construction Management Team. At least 24 hours prior to the meeting, Developer shall provide a written report of the progress of the Project that has occurred since the prior meeting and detailed financial reports of the expenditure of City funds. Developer shall provide any additional documentation requested by the Construction Management Team regarding the Parking Structure and Sycamore Street between 3rd Street and 4th Street. The Construction Management Team may at its sole discretion schedule the meetings with Developer on a more frequent basis. 5.4.3 On or before the Project Completion Date, the Developer shall (a) Record a Notice of Completion, in accordance with California Civil Code Section 3093, for the entirety of the Project; (b) Cause the Project to be inspected by each Government and correct any defects and deficiencies that may be disclosed by any such inspection; (c) Cause all occupancy certificates and other Approvals necessary for the occupancy and operation of the completed Project to be duly issued; and (d) After commencement of the work of improvement of the Project, the Developer shall not permit the work of improvement of the Project to cease or be suspended for a time period in excess of forty-five (45) calendar days, either consecutively or in the aggregate, other than as a result of an Unavoidable Delay. The City Manager, in his or her sole and absolute discretion, may extend the Project Completion Date for up to an additional sixty (60) days, in the aggregate. 5.5 Compliance with Laws. All work performed in connection with the construction or installation of the Project shall comply with all applicable Laws and Approvals. 5.6 Performance Schedule. All planning construction, installation and other development obligations and responsibilities of the Developer related to the Project shall be initiated and completed within the times specified in the Performance Schedule, or within such reasonable extensions of such times granted by the City Manager or as otherwise provided for in this Agreement. 5.7 Developer Attendance at City Meetings. The Developer agrees to have one or more of its employees or consultants who are knowledgeable regarding this Agreement and the 28 55 394.00049\3323920112 75A-239 development of the Park Improvements, such that such Person(s) can meaningfully respond to City staff questions regarding the progress of the Project, attend in -person or telephonic meetings with City staff or meetings of the City governing body, when requested to do so by City staff, with reasonable advance written Notice to the Developer. 5.8 PREVAILING WAGES AND COMMUNITY WORKFORCE AGREEMENT. 5.8.1 THE DEVELOPER ACKNOWLEDGES AND AGREES THAT THE CITY HAS INFORMED DEVELOPER THAT THE PROJECT IS SUBJECT TO PREVAILING WAGES. THE DEVELOPER AGREES WITH THE CITY THAT THE DEVELOPER SHALL ASSUME ANY AND ALL RESPONSIBILITY AND BE SOLELY RESPONSIBLE FOR DETERMINING WHETHER OR NOT LABORERS EMPLOYED RELATIVE TO THE CONSTRUCTION OR INSTALLATION OF THE PROJECT MUST BE PAID THE PREVAILING PER DIEM WAGE RATE FOR THEIR LABOR CLASSIFICATION, AS DETERMINED BY THE STATE, PURSUANT TO LABOR CODE SECTIONS 1720, ET SEQ. 5.8.2 THE DEVELOPER AGREES WITH THE CITY THAT THE DEVELOPER SHALL BE SUBJECT TO THE COMMUNITY WORKFORCE AGREEMENT DATED 2017, ATTACHED HERETO AS EXHIBIT H FOR ANY DEMOLITION OR CONSTRUCTION OF THE PROJECT. DEVELOPER SHALL OBTAIN A LETTER OF ASSENT (ATTACHMENT A OF THE WORKFORCE AGREEMENT) FOR EACH AND EVERY CONTRACTOR AWARDED WORK COVERED BY THE COMMUNITY WORKFORCE AGREEMENT PRIOR TO COMMENCING WORK ON THE PROJECT. 5.8.3 THE DEVELOPER, ON BEHALF OF ITSELF, ITS SUCCESSORS, AND ASSIGNS, WAIVES AND RELEASES THE CITY FROM ANY RIGHT OF ACTION THAT MAY BE AVAILABLE TO ANY OF THEM PURSUANT TO LABOR CODE SECTION 1781. THE DEVELOPER ACKNOWLEDGES THE PROTECTIONS OF CIVIL CODE SECTION 1542 RELATIVE TO THE WAIVER AND RELEASE CONTAINED IN THIS SECTION 5.8, WHICH READS AS FOLLOWS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. 5.8.4 BY INITIALING BELOW, THE DEVELOPER KNOWINGLY AND VOLUNTARILY WAIVES THE PROVISIONS OF SECTION 1542 SOLELY IN CONNECTION WITH THE WAIVERS AND RELEASES OF THIS SECTION 5.8: Initials o Authorized Developer Representative 29 55 394.00049\3323920112 75A-240 5.8.5 ADDITIONALLY, THE DEVELOPER SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY, PURSUANT TO SECTION 9.6, AGAINST ANY CLAIMS PURSUANT TO LABOR CODE SECTION 1781 ARISING FROM THIS AGREEMENT OR THE CONSTRUCTION OR INSTALLATION OF ALL OR ANY PORTION OF THE PROJECT. 5.9 Insurance. The Developer, to protect the City Parties against any and all claims and liability for death, injury, loss and damage resulting from the Developer's actions in connection with this Agreement, the Property and the Project, shall, at the Developer's sole cost and expense, until issuance of a Certificate of Completion for the Project, maintain the following insurance (or its then reasonably available equivalent): (a) Liability Insurance; (b) Property Insurance; (c) Builder's Risk Insurance; and (d) Worker's Compensation Insurance. Additionally, the Developer, to protect the City Parties, shall cause its contractors and subcontractors, at their sole cost and expense, until issuance of the last Certificate of Completion for the Project, to maintain Contractor's Insurance. 5.9.1 Nature of Insurance. All Liability Insurance, Property Insurance, Automobile Liability Insurance and Contractor's Insurance policies this Agreement requires shall be issued by carriers that: (a) are listed in the then current `Best's Key Rating Guide Property/Casualty United States & Canada" publication (or its equivalent, if such publication ceases to be published) with a minimum financial strength rating of "A" and a minimum financial size category of "VII'; and (b) are admitted to do business in the State of California by the California Department of Insurance. The Developer may provide any insurance under a "blanket" or "umbrella" insurance policy, provided that (i) such policy or a certificate of such policy shall specify the amount(s) of the total insurance allocated to the Property and the Project, which amount(s) shall equal or exceed the amount(s) required by this Agreement and shall not be reduced for claims made for other properties; and (ii) such policy otherwise complies with this Agreement. 5.9.2 Policy Requirements and Endorsements. All insurance policies this Agreement requires shall contain (by endorsement or otherwise) the following provisions: (a) Insured. Liability Insurance, Automobile Liability Insurance and Contractor's Insurance policies shall name the City Parties as "additional insured." Property Insurance Policies shall name the City as a "loss payee." The coverage afforded to the City Parties shall be at least as broad as that afforded to the Developer and may not contain any terms, conditions, exclusions, or limitations applicable to the City Parties that do not apply to the Developer. (b) Primary Coverage. All policies shall be written as primary policies, not contributing to or in excess of any coverage that the City Parties may carry. (c) Contractual Liability. Liability Insurance policies shall contain contractual liability coverage, for the Developer's indemnity obligations under this Agreement. The Developer's obtaining or failure to obtain such contractual liability coverage shall not relieve the Developer from nor satisfy any indemnity obligation of the Developer under this Agreement. 30 55 394.00049\3323920112 75A-241 (d) Deliveries to the City. Prior to the commencement of any Due Diligence Investigations, and no later than twenty (20) days before any insurance required by this Agreement expires, is cancelled or its liability limits are reduced or exhausted, the Developer shall deliver to the City certificates of insurance evidencing the Developer's maintenance of all insurance this Agreement requires. Each insurance carrier shall give the City no less than thirty (30) calendar days' advance written Notice of any cancellation, non -renewal, material change in coverage or available limits of liability under any insurance policy required by this Agreement. Also, phrases such as "endeavor to" and "but failure to mail such Notice shall impose no obligation or liability of any kind upon the company" shall not be included in the cancellation wording of any certificates of insurance or any coverage for the City Parties. (e) Waiver of Certain Claims. The Developer shall attempt in good - faith to cause the insurance carrier for each Liability Insurance, Automobile Liability Insurance and Property Insurance policy to agree to a Waiver of Subrogation, if not already in the policy. To the extent that the Developer actually obtains insurance with a Waiver of Subrogation, the Parties release each other, and their respective authorized representatives, from any claims for damage to any Person or property that are caused by or result from risks insured against under such insurance policies. (f) No Representation. Neither Party makes any representation that the limits, scope, or forms of insurance coverage this Agreement requires are adequate or sufficient. (g) No Claims Made Coverage. None of the insurance coverage required under this Agreement may be written on a claims -made basis. (h) Fully Paid and Non -Assessable. All insurance obtained and maintained by the Developer in satisfaction of the requirements of this Agreement shall be fully paid for and non -assessable. (i) City Option to Obtain Coverage. During the continuance of an Event of Default arising from the Developer's failure to carry any insurance required by this Agreement, the City may, at its sole option, purchase any such required insurance coverage and the City shall be entitled to immediate payment from the Developer of any premiums and associated costs paid by the City for such insurance coverage. Any amount becoming due and payable to the City under this Section 5.9 that is not paid within fifteen (15) calendar days after written demand from the City for payment of such amount, with an explanation of the amounts demanded, will bear interest from the date of the demand at the rate of ten percent (10%) per annum or the maximum rate allowed by California law, whichever is less. Any election by the City to purchase or not to purchase insurance otherwise required by the terms of this Agreement to be carried by the Developer shall not relieve the Developer of its obligation to obtain and maintain any insurance coverage required by this Agreement. 0) Cross -Liability; Severability of Interests. All Liability Insurance and Contractor's Insurance shall be endorsed to provide cross -liability coverage for the Developer and the City Parties and to provide severability of interests. 31 55 394.00049\3323920112 75A-242 (k) Deductibles and Self -Insured Retentions. The Developer shall pay or cause to be paid any and all deductibles and self -insured retentions under all insurance policies issued in satisfaction of the teens of this Agreement regarding any claims relating to the City Parties. (1) No Separate Insurance. The Developer shall not carry separate or additional insurance concurrent in form or contributing in the event of loss with that required under this Agreement, unless endorsed in favor of the City, as required by this Agreement. (m) Insurance Independent of Indemnification. The insurance requirements of this Agreement are independent of the Developer's indemnification and other obligations under this Agreement and shall not be construed or interpreted in any way to satisfy, restrict, limit, or modify the Developer's indemnification or other obligations or to limit the Developer's liability under this Agreement, whether within, outside, or in excess of such coverage, and regardless of solvency or insolvency of the insurer that issues the coverage; nor shall the provision of such insurance preclude the City from taking such other actions as are available to it under any other provision of this Agreement or otherwise at law or in equity. 5.10 Development of the Project. 5.10.1 City Funded Improvements. Upon Developer's satisfaction of Section 3.1 City shall fund the following based on reasonable actual costs to a maximum cost of $13 million dollars ($13,000,000): (a) The demolition of the existing three (3) level parking structure located on the Property. condition. (b) The preparation of the Project site for construction to a rough grade (c) The construction of a Public Parking Parcel. (d) The construction of a private street reconnecting Sycamore Street between 3rd Street and 4th Street. Developer shall grant the City an easement for street, highway and public utility purposes over, under and upon Sycamore Street between 3rd Street and 4th Street. 5.10.2 City Financing. City retains its sole and unfettered discretion as to any and all decisions regarding the funding of the $13 million dollars ($13,000,000) for the City Funded Improvements listed in 5.10.1. (a) If City utilizes bonds to finance the City Funded Improvements then Developer shall be solely financially responsible for all costs and debt service until the bonds have been repaid in their entirety. (b) If the City utilizes an alternative source of private financing to finance the City Funded Improvements then Developer shall be solely financially responsible for all costs and debt service associated with the private financing until the 32 55 394.00049\3323920112 75A-243 private financing has been repaid in its entirety (c) If the City utilizes City Funds to finance the construction of the City Funded Improvements then Developer shall pay City for all costs, including staff time associated with the City Self Financing, in addition to interest charged at Local Agency Investment Fund (LAIF) rate, said rate shall readjust July 1s1 of each year. The maximum term of the repayment shall be thirty (30) years. (d) Developer shall personally guarantee the City Financing and said guarantee shall be recorded against the Property. Said guarantee shall prohibit the subdivision of the property until such time as the City Funded Improvements have been paid in their entirety. Should Developer fail to make a monthly payment, City shall be entitled to Foreclose upon the Property. City shall be entitled to recover the unpaid portion of the City Funded Improvements and any costs associated with the Funding and Foreclosure including but not limited to the time and expenses of the City Attorney's Office, other City staff, any Consultants or experts retained in connection with the Third Party Challenge, attorney's fees of City's selected outside counsel, and litigation costs shall be fully reimbursed to City by the fends obtained in the Foreclosure. 5.11 Mixed Use Project 5.11.1 Upon satisfaction of the terms of Section 3.1, the City shall convey the parcels for the Mixed Use Project and Hotel Project to Developer as specifically described in Exhibit "C" attached hereto and incorporated herein by reference in compliance with the terms of this Agreement. 5.11.2 Developer shall construct the Mixed Use Project which shall contain: (a) An apartment complex containing 171 residential units. (b) 18,824 square feet of commercial space (including 3,449 square feet of office, 11,066 square feet retail, 4,309 square feet food and beverage) (c) The Parking Structure containing 444 parking spaces which includes 196 residential parking spaces within the Public Parking Structure. 5.12 Hotel Project. 5.12.1 Developer will design and construct a hotel consistent with the Automobile Association of America (AAA) minimum acceptable conditions to be considered a AAA Hotel, containing seventy-five (75) rooms with eighty-three (83) parking spaces which includes forty- two (42) mechanical stacker spaces. 5.12.2 The Developer shall provide the following minimum amenities: (a) Fitness Room (b) Community Meeting Space 33 55 394.00049\3323920112 75A-244 (c) Baggage Storage (d) Elevators (e) 24-hour Pantry Market (f) Multi -Lingual Staff (g) Safety Deposit Box (h) ATM 5.12.3 Developer will use best efforts to execute an operating agreement with an established Hotel Chain. If Developer is unsuccessful in securing an Agreement with an established Hotel Chain Operator then Developer shall self -operate the Hotel in accordance with Good Industry Practices for a hotel. Hotel operations shall be subject to the Hotel Operating Agreement attached hereto as Exhibit "I". (a) Within 120 days of execution of this Agreement, Developer shall provide City either a copy of a letter of interest from a recognized hotel operator or a detailed Alternative Management Plan for the operation of the Hotel. (b) City may request additional information or documentation for the Alternative Management Plan; and Developer shall provide said requested information or documentation. (c) Within ninety (90) days of City's approval of the construction drawings, Developer shall provide either proof of Hotel Operator Commitment or proof of sufficient financing to implement the Alternative Management Plan. 5.12.4 Hotel Conversion. The Developer shall only be entitled to submit an application to City to convert the hotel to apartments if any of the following thresholds are established: (a) On the Third Hotel Anniversary Date, if for the period between the Second Hotel Anniversary Date through the day before the Third Hotel Anniversary the RevPAR falls below $125.00. (b) On the Fourth Hotel Anniversary Date, if for the period between the Third Hotel Anniversary Date through the day before the Fourth Hotel Anniversary the RevPAR falls below $125.00. (c) On the Fifth Hotel Anniversary Date if for the period between the Fourth Hotel Anniversary Date through the day before the Fifth Hotel Anniversary the RevPAR falls below $125.00. 34 55 394.00049\3323920112 75A-245 (d) On the Sixth Hotel Anniversary Date if for the period between The Fifth Hotel Anniversary Date through the day before the Sixth Hotel Anniversary the RevPAR falls below $125.00. 5.12.5 Any application for conversion shall be subject to approval of all applicable City entitlements, including compliance with all affordable housing and inclusionary housing requirements. Developer understand and acknowledges that, in the context of processing the application to convert the hotel to apartments, the City cannot guarantee the ultimate outcome of any public hearings before the Planning Commission or the City Council or other public bodies of the City, nor prevent any opposition thereto by members of the public or other agencies affected by or interested in the Project. By entering into this Agreement, the City does not pre -commit or imply that the application to convert the hotel to apartments to be considered for approval will be approved. The City retains the discretion to approve, conditionally approve, or disapprove the application to convert the hotel to apartments. 5.13 Parking Structure and Sycamore Street. 5.13.1 City shall retain ownership of the Public Parking Parcel within the Parking Structure. Prior to issuance of any Certificate of Completion or Certificate of Occupancy, Developer shall provide an easement to the City for street, highway and public utility purposes over, under and upon Sycamore Street between 3rd Street and 4th Street. 5.13.2 Upon completion of the Parking Structure, City will enter into a Parking Operation Agreement with the Developer and Developer shall agree to manage and operate the Public Parking Structure. The Parking Operation Agreement shall (1) require that 211 parking spaces be available as Public Parking spaces; (2) require the Developer to pay all costs including the debt service on the financing for the Public Improvements; (4) maintain the Parking Structure consistent with the terms of Article 8; (4) set forth that the Developer shall be entitled to set the parking rates of the Parking Structure subject to the advance written approval by the City; (5) require that Monthly Parking Permits can only be issued with advance written approval by the City agreeing to the number of Monthly Permits that are authorized to be issued and the amount that will be charged per Monthly Parking Permit; (6) will agree that if any public parking spaces within the Public Parking Structure are utilized by the Mixed Use Project or the Hotel Project the parking rates for the Parking Structure will apply; and (7) shall provide for reciprocal access as necessary for the use of the Parking Structure by the Parties. Developer may manage the Parking Structure or Developer may enter into an agreement with a third party to manage the Parking Structure (hereinafter "Third Party Parking Agreement"). Any Third Party Parking Agreement shall contain indemnification and insurance for the benefit of the City and the Third Party Parking Agreement shall be approved in writing by the City prior to Developer executing the Third Party Parking Agreement. A copy of the Grant of Easements and Reciprocal Access, Parking Operation and Maintenance Agreement that will be executed by the Parties is attached hereto as Exhibit K 5.13.3 For years zero (0) to thirty (30), any income from the Parking Structure shall be distributed in the following order: (a) Payment of the Operator Fee as set forth in the Third Party Parking Agreement, if a one is executed by Developer in accordance with Section 5.13.2. 35 55 394.00049\3323920112 75A-246 (b) Operating Expenses of the Parking Structure. (c) City Debt Service. (d) Net revenue to Developer, provided the Hotel is operational. Should the Hotel be converted to residential, then net parking revenue shall be distributed forty percent (40%) of the net parking revenue to the City and sixty percent (60%) of the net parking revenue to the Developer. 5.13.4 Should the income from the Parking Structure be insufficient to service the debt which is estimated to be approximately $750,000 then Developer shall be responsible for paying the debt service. 5.13.5 After the debt service for the Public Improvements is paid in its entirety, any income from the Parking Structure shall be distributed in the following order: (a) Payment of the Operator Fee as set forth in the Third Party Parking Agreement, if a one is executed by Developer in accordance with Section 5.13.2. (b) Operating Expenses of the Parking Structure. (c) Net revenue shall be distributed forty percent (40%) of the net parking revenue to the City and sixty percent (60%) of the net parking revenue to the Developer. 5.13.6 All revenue and expenses deriving from the operation of the parking operations may be verified through an audit as requested by the City. (a) At any time, and following 48 hours prior written notice to Developer, the City or its designee may enter and inspect the physical accounting records pertaining to the Developer's or third party pursuant to the Third Party Parking Agreement. City or its designee may request any other information it deems necessary to monitory compliance with the requirements set forth in this Agreement. City shall be permitted to inspect and photocopy same, and to retain copies, outside of the Developer's premises, of any and all records with appropriate safeguards, if such retention is deemed necessary by the City in its reasonable discretion. This information shall be kept by the City in strictest confidence allowed by law. (b) All books, records, documents and any other evidence referenced in this Section 5.13.6 shall be maintained or made available in a single location in Santa Ana. (c) Once every fiscal year, City may request an audit to be performed by an independent audit firm selected by City, Developer shall be solely responsible for the expense of this audit. City may perform additional audits during the fiscal year, but any additional audit(s) shall be at the sole expense of the City. 5.14 Developer's Option to Purchase Parking Structure. 5.14.1 Upon issuance of the last Certificate of Completion for the Project, City hereby grants to Developer the option to purchase the City Parcel within the Parking Structure 36 55 394.00049\3323920112 75A-247 subject to a deed restriction that the Public Parking Parcel containing 211 public parking spaces shall remain public parking spaces available to members of the public in perpetuity pursuant to the Option to Purchase Agreement attached hereto as Exhibit "J". 5.14.2 The cost of the Parking Structure shall be as follows: (a) For the first fifteen years (15) from the issuance of the last Certificate of Completion for the Project, the Developer shall have the option to purchase the Public Parking Parcel within the Parking Structure for Fifteen Million Dollars ($15,000,000). (b) After fifteen (15) years from the issuance of the last Certificate of Completion for the Project until forty-five (45) years have elapsed, Developer shall have the option to purchase the Public Parking Parcel within the Parking Structure for the appraised value or Fifteen Million Dollars ($15,000,000) whichever is greater. ARTICLE 6 COVENANTS, CONDITIONS AND RESTRICTIONS (CC&R'S) 6.1 Developer and City shall enter into CC&R's for the Project and CC&R's shall be approved by the City Manager and the City Attorney shall approve as to form prior to recordation, and thereafter such CC&R's shall be recorded against the Property in the Orange County Recorder's office prior to the issuance of a Certificate of Occupancy for the Project or any portion thereof. 6.2 The CC&R's shall contain the following provisions: 6.2.1 Developer shall be solely responsible for any and all costs, expenses assessments, and taxes associated with the Association, including the formation of the Association, continual operation of the Association, the costs for drafting the CC&R's, and City costs to review the CC&R's or amendments including staff time and/or attorney fees. 6.2.2 Grant reciprocal easements for ingress/egress, passage of vehicles and pedestrians, over the parking lots and other common areas, and for maintenance purposes to allow access as reasonably necessary for the performance of maintenance of the Property. 6.2.3 Association shall maintain insurance for the benefit of the Association, City and Developer. 6.2.4 Developer and their successors and assigns shall be solely responsible for all costs and expenses incurred for operating and maintaining the Parking Structure including the Public Parking Parcel, and all common area, City shall not be liable for any costs or expenses for the operation or maintaining the Parking Structure, including the Public Parking Parcel or any common area. 6.2.5 Provisions of the Grant of Easements and Reciprocal Access, Parking Operation and Maintenance Agreement, dated October 5, 2020, for reference purposes (Parking Agreement), is attached hereto as Exhibit K, shall be incorporated into the terms of the CC&R's. 37 55 394.00049\3323920112 75A-248 Any future amendments of the Parking Agreement shall be incorporated into the CC&R's without further action of the Parties. 6.2.6 Shall grant the authority, but not the obligation, to the City to enforce, in its discretion, the provisions the CC&R's, and the Parking Agreement, and shall contain provisions that the Association shall reimburse the City for any and all costs associated with the enforcement. 6.2.7 City shall have no obligation to provide security or safety for the Property and shall not be liable for (i) any unauthorized or criminal entry by third parties into the Property, or any Unit in the Property or any Improvements within the Property, (ii) any damage or injury to Persons, or (iii) any loss of property in and about the Property, any Unit within the Property or any Improvements within the Property, by or from any unauthorized or criminal acts of third parties, regardless of any action, inaction, failure, breakdown, malfunction or insufficiency of security services and improvements provided by the Developer. 6.2.8 No Common Area on floors within the Parking Structure containing Public Parking Parcels be used for parking without the express written consent of the City, nor shall any Common Area necessary to access the Public Parking Area be used for parking without the express written consent of the City. 6.2.9 The CC&R's shall provide that the CC&R's shall not be amended or terminated without the prior written approval of the City Manager and approved as to form by the City Attorney. ARTICLE 7 CITY PARTICIPATION IN THE PROFITS UPON SALE OF PROPERTY BY DEVELOPER 7.1 Should Developer sell any portion of the Project, City shall participate in the profits subject to the terms of this ARTICLE 7. 7.1.1 City Participation Formula. If the net sale of any portion of the Project exceeds the Developer Costs, including reasonable unreimbursed hard and soft costs, over the period of time the Developer has owned the project, then the City shall share in the net profits pursuant to the following calculation: (a) City Costs shall equal City actual costs of City Funded Improvements plus the Parties have agreed that that City shall also receive a three million dollars ($3,000,000) additional allocation to be included in the City Costs which is in consideration that the City provided the land for the Project. ("City Costs"). (b) "Developer Costs" equals the reasonable unreimbursed hard and soft costs over the period of time Developer has owned the Project. ("Developer Costs") (c) Total Costs shall equal Developer Costs plus City Costs. ("Total Cost) 38 55 394.00049\3323920112 75A-249 (d) City shall receive a ratio of the of the Participation Amount which shall be calculated by dividing the Total Costs by the City Costs. ("City Ratio"). (e) Developer's profit shall be calculated by Developer Costs times fifteen percent (15%) equals "Developer's Profit". ("Developer's Profit") (f) Developer Costs plus Developer's Profit equals Developer Priority Payment ("Developer Priority Payment"). (g) The Participation Amount shall be calculated as Sales Price minus Developer Priority Payment = Participation Amount. ("Participation Amount") (h) City Share of the Participation Amount shall be calculated by multiplying the City Ratio by the Participation Amount = City's Share. (i) Developer shall receive the remaining share of the Participation Amount after City's Share is subtracted from the Participation Amount. ("Developer Share") 7.1.2 The following example is for illustrative purposes of the above formula. Example: Sale Price: $140 million Developer's costs $100 million City's Costs ($13m+3m [land]) $16 million Total costs $116 million City Share Ratio 16/116 = 13.7% Developer's profit @15% of costs $100m = $151n Sales Price: $140 million—(DEV priority payment $100m +$15m) $115m = Participation amount $25 million City's share = 13.7% of $25 million = $3.4 million Developer's share = 21.6 million Developer's total proceeds $100m + $15m+ 21.6m = $136.6m 7.1.3 If Developer sells either the Hotel Projector the Mixed Use Project (but not both at the same time) then City's Costs shall be proportionally allocated to the Hotel Project or the Mixed Use Project based upon the percentage of portion of the Project being sold. The percentage shall be calculated by dividing the Final Developer Accounting (See Section 5.2.5(d)) by the portion of the Project being sold (either the Mixed Use Project or Hotel Project). This Percentage shall then be applied in the calculation in 7.1.1 to determine the City's proportional Costs. (a) The following example is for illustrative purposes of the above formula as applied to a sale of only a portion of the project. For example, if Developer sold the Mixed Use Project: Mixed Use Project Accounting $75 million 39 55 394.00049\3323920112 75A-250 Hotel Accounting $25 million City's Total Costs (13m+3m) $16 million Total Costs $116 million Hotel Project/Final Developer Accounting = 25% 25% is applied to City's Costs (City's Proportional Costs) City's Proportional Costs for the Hotel is 4 Million (25% of 16 million) City Proportional Share Ratio (4/29) = 13.7% Sales price is 50 million Developer's Priority Payment (25 million +3,750,000) _ $28,750,000 50 million (Sales Price) - $28,750,000 (Developer's Priority Payment) _ $21,250,000 Participation Amount City's proportional Share 13.7% of $21,250,000 (Participation Amount) _ = City Proportional Share Ratio City's Share = $1,487,500 Developer's Share = $19,762,500 7.1.4 If Developer has exercised the option to purchase the City Parcel within the Parking Structure pursuant to Section 5.14 then that cost will be added to the Developer costs for purposes of calculating the City Participation Formula. ARTICLE 8 SPECIAL DEVELOPMENT COVENANTS OF THE DEVELOPER 8.1 Maintenance Condition of the Property. The Developer for itself, its successors and assigns, covenants and agrees that: 8.1.1 Maintenance Standard. The entirety of the Property and the Project shall be maintained by the Developer at Developer's cost in good condition and repair and in a neat, clean and orderly condition, ordinary wear and tear and casualty excepted, including, without limitation, maintenance, repair, reconstruction and replacement of any and all asphalt, concrete, landscaping, utility systems, irrigation systems, drainage facilities or systems, grading, subsidence, retaining walls or similar support structures, foundations, signage, ornamentation, and all other improvements on or to the Property, now existing or made in the fixture by or with the consent of the Developer, as necessary to maintain the appearance and character of the Project and the Property. The Developer's obligation to maintain the Project and the Property described in the immediately preceding sentence shall include, without limitation, (i) maintaining the surfaces in a level, smooth and evenly covered condition with the type of surfacing material originally installed 40 55 394.00049\3323920112 75A-251 or such substitute as shall in all respects be equal in quality, use, and durability; (ii) removing all papers, mud, sand, debris, filth and refuse and thoroughly sweeping areas to the extent reasonably necessary to keep areas in a clean and orderly condition; (iii) removing or covering graffiti with the type of surface covering originally used on the affected area, (iv) placing, keeping in repair and replacing any necessary and appropriate directional signs, markers and lines; (v) operating, keeping in repair and replacing where necessary, such artificial lighting facilities as shall be reasonably required; (vi) providing security services as reasonably indicated; and (vii) maintaining, mowing, weeding, trimming and watering all landscaped areas and making such replacements of plants and other landscaping material as necessary to maintain the appearance and character of the landscaping, all at the sole cost and expense of the Developer. The Developer's obligation to maintain the Project and the Property described in the two immediately preceding sentences is, collectively, referred to in this Agreement as the "Maintenance Standard." The Developer may contract with a maintenance contractor to provide for performance of all or part of the duties and obligations of the Developer with respect to the maintenance of the Project and the Property; provided, however, that the Developer shall remain responsible and liable for the maintenance of the Project and the Property, at all times. 8.1.2 Maintenance Deficiency. If, at any time following the Close of Escrow, there is an occurrence of an adverse condition on any area of the Project or the Property in contravention of the Maintenance Standard (each such occurrence being a "Maintenance Deficiency"), then the City may Notify the Developer in writing of the Maintenance Deficiency. If the Developer fails to cure or commence and diligently pursue to cure the Maintenance Deficiency within thirty (30) calendar days following the Developer's receipt of Notice of the Maintenance Deficiency, the City may conduct a public hearing, following transmittal of written Notice of the hearing to the Developer, at least, ten (10) days prior to the scheduled date of such public hearing, to verify whether a Maintenance Deficiency exists and whether the Developer has failed to comply with the provisions of this Section 8.1. If, upon the conclusion of the public hearing, the City finds that a Maintenance Deficiency exists and remains uncured, the City shall have the right to enter the Project and the Property and perform all acts necessary to cure the Maintenance Deficiency, or to take any other action at law or in equity that may then be available to the City to accomplish the abatement of the Maintenance Deficiency. Any sum expended by the City for the abatement of a Maintenance Deficiency pursuant to this Section 8.1 shall be reimbursed to the City by the Developer, within thirty (30) calendar days after written demand for payment from the City. Any amount expended by the City for the abatement of a Maintenance Deficiency pursuant to this Section 8.1 that is not reimbursed to the City by the Developer within thirty (30) calendar days after written demand to the Developer for such reimbursement, shall accrue interest at the lesser of. (i) the rate often percent (10%) per annum or (ii) the Usury Limit, until paid in full. 8.1.3 Graffiti. Graffiti, as defined in Government Code Section 38772, that has been applied to the interior of the Parking Structure, or any exterior surface of a structure or improvement on the Property, that is visible from any public right-of-way adjacent or contiguous to the Property, shall be removed by the Developer by either painting over the evidence of such vandalism with a paint that has been color -matched to the surface on which the paint is applied or removed with solvents, detergents or water, as appropriate. If any such graffiti is not removed within seventy-two (72) hours following the time of the discovery of the graffiti, the City shall have the right to enter the Property and remove the graffiti, without Notice to the Developer. Any 41 55 394.00049\3323920112 75A-252 sum expended by the City for the removal of graffiti Property pursuant to this Section 8.1 shall be reimbursed to the City by the Developer, within thirty (30) calendar days after written demand for payment from the City. Any amount expended by the City for the removal of graffiti pursuant to this Section 8.1 that is not reimbursed to the City by the Developer within thirty (30) calendar days after written demand to the Developer for such reimbursement, shall accrue interest at the lesser of: (i) the rate often percent (10%) per annum or (ii) the Usury Limit, until paid in full. 8.1.4 Lien Rights. The obligations of the Developer and its successors and assigns under this Section 8.1 shall be secured by a lien against the Property. The Developer hereby grants to the City a security interest in the Property with the power to establish and enforce a lien or other encumbrance against the Property, in the manner provided in Civil Code Sections 2924, 2924b and 2924c, to secure the obligations of the Developer and it successors under this Section 8.1, including the reasonable attorneys' fees and costs of the City associated with the abatement of a Maintenance Deficiency or removal of graffiti. The recordation of the City Deed and the Notice of Agreement shall provide record Notice of such security interest in favor of the City. 8.1.5 Covenant Running with the Land. The covenant of this Section 8.1 shall be a covenant running with the land of the Property, binding successive owners of the Property, throughout the Covenant Period, and shall be enforceable by the City. 8.2 Obligation to Refrain from Discrimination. The Developer covenants and agrees for itself, its successors, its assigns and every successor -in -interest to all or any portion of the Property, that there shall be no discrimination against or segregation of any Person, or group of Persons, on account of gender, sexual orientation, marital status, race, color, religion, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property nor shall the Developer, itself or any Person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of purchasers, the Developers, lessees, sub - the Developers, sub -lessees or vendees of the Property. The covenant of this Section 8.2 shall be a covenant running with the land of the Property and binding on successive owners of all or any portion of the Property, until the City issues the last Certificate of Completion for the Project. 8.3 Form of Non-discrimination and Non -segregation Clauses. The Developer covenants and agrees for itself, its successors, its assigns, and every successor -in -interest to all or any portion of the Property, that the Developer, such successors and such assigns shall refrain from restricting the sale, lease, sublease, rental, transfer, use, occupancy, tenure or enjoyment of all or any portion of the Property on the basis of gender, sexual orientation, marital status, race, color, religion, creed, ancestry or national origin of any Person. All deeds, leases or contracts pertaining to the Property or any part thereof shall contain or be subject to substantially the following non- discrimination or non -segregation covenants: 8.3.1 In Deeds: "The grantee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any Person or group of persons on account of race, color, creed, religion, gender, sexual orientation, marital status, national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall the 42 55 394.00049\3323920112 75A-253 grantee or any Person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of the Developers, lessees, sub -the Developers, sub -lessee, or vendees in the premises herein conveyed. The foregoing covenants shall run with the land." 8.3.2 In Leases: "The Lessee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any Person or group of persons, on account of race, color, creed, religion, gender, sexual orientation, marital status, national origin, or ancestry, in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein leased nor shall the lessee itself, or any Person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of the Developers lessees, sub -lessee, sub -the Developers, or vendees in the premises herein leased." 8.3.3 In Contracts: "There shall be no discrimination against or segregation of any Person or group of persons on account of race, color, creed, religion, gender, sexual orientation, marital status, national origin, or ancestry, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment ofthe premises herein conveyed or leased, nor shall the transferee or any Person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of the Developers, lessees, sub -lessees, sub -the Developers, or vendees of the premises herein transferred." The foregoing provision shall be binding upon and shall obligate the contracting party or parties and any subcontracting party or parties, or other transferees under the instrument. 8.4 Survival and Enforcement of Special Development Covenants. 8.4.1 Covenants Running with the Land. Each of the special development covenants set forth in this ARTICLE 8 touch and concern the Property and constitute covenants running with the Property and binding upon successive owners of the Property for the time period set forth in each specific covenant. 8.4.2 Survival. Each such special development covenant shall survive the Close of Escrow, execution and recordation of the City Deed and issuance and recordation of each and every Certificate of Occupancy and any other document related to conveyance of the Property or construction or installation of the Project, for the time period specifically set forth in each such special development covenant. 8.4.3 Enforcement. These special development covenants may be enforced by the City regardless of whether the City currently owns or continues to own an interest in any property benefited by any such covenants. The Developer irrevocably stipulates and agrees that breach of any of the special development covenants set forth in this ARTICLE 8 will result in great and irreparable damage to the City, and will result in damages to the City that are either impracticable or extremely difficult to quantify. Accordingly, upon the breach of any special development covenant set forth in this ARTICLE 8, the City may institute an action for injunctive relief and/or for damages regarding such breach. 43 55 394.00049\3323920112 75A-254 ARTICLE 9 DEFAULTS, REMEDIES AND TERMINATION 9.1 Defaults 9.1.1 Events of Default. In addition to other acts or omissions of a Party that may legally or equitably constitute a Default or breach of this Agreement, the occurrence of any of the following specific events shall constitute an "Event of Default" under this Agreement: (a) Monetary Default. If a Monetary Default occurs and continues for seven (7) days after Notice from the City, specifying in reasonable detail the amount of money not paid and the nature and calculation of each such payment. (b) Bankruptcy or Insolvency. If the Developer ceases to do business as a going concern, ceases to pay its debts as they become due or admits in writing that it is unable to pay its debts as they become due, or becomes subject to any Bankruptcy Proceeding (except an involuntary Bankruptcy Proceeding dismissed within sixty (60) days after commencement), or a custodian or trustee is appointed to take possession of, or an attachment, execution or other judicial seizure is made with respect to, substantially all of the Developer's assets or the Developer's interest in this Agreement (unless such appointment, attachment, execution, or other seizure was involuntary and is contested with diligence and continuity and vacated and discharged within sixty (60) days). (c) Breach of Representation or Warranty. Any representation, warranty or disclosure made to the City by the Developer regarding this Agreement, the Property or the Project is materially false or misleading, whether or not such representation or disclosure appears in this Agreement. (d) Deposit of Funds, Bonds or Other Security. If the Developer fails to make any deposit of funds or provide any bond or other security required under this Agreement within seven (7) days' after Notice of such Default to the Developer. (e) Insurance. If the Developer fails to obtain, maintain or replace any insurance coverage required under this Agreement within seven (7) days' after Notice of such Default to the Developer. (f) Material Deviation in Project. Any material deviation in the work of construction or installation of the Project from the approved Project description, without the prior written approval of the City that is not corrected within fifteen (15) days' following written Notice of such Default. (g) Project Progress. (i) The construction or installation of the Project does not commence by the time provided for such commencement in the Performance Schedule. 44 55 394.00049\3323920112 75A-255 (ii) The construction or installation of the Project is delayed or suspended for a period in excess of that permitted under Section 5.4.3(d). (iii) The Project is not completed by the Project Completion Date. (h) Non -Monetary Default. If any Non -Monetary Default, other than those specifically addressed in Section 9.1, occurs and the Developer does not cure such Non - Monetary Default within thirty (30) days after Notice from the City describing the Default in reasonable detail, or, in the case of a Non -Monetary Default that cannot with reasonable due diligence be cured within thirty (30) days from such Notice, if the Developer shall not: (a) within thirty (30) days after the City's Notice, advise the City of the Developer's intention to take all reasonable steps to cure such Non -Monetary Default; (b) duly commence such cure within such period, and then diligently prosecute such cure to completion; and (c) complete such cure within a reasonable time under the circumstances. (i) Transfer. The occurrence of a Transfer other than a Permitted Transfer, whether voluntarily or involuntarily or by operation of Law, in violation of the terms and conditions of this Agreement. 9.2 PRE -CLOSING LIQUIDATED DAMAGES TO THE CITY. DURING THE CONTINUANCE OF AN EVENT OF DEFAULT BY THE DEVELOPER UNDER THIS AGREEMENT PRIOR TO THE CLOSE OF ESCROW, THE CITY MAY CANCEL THE ESCROW AND TERMINATE THIS AGREEMENT. UPON CANCELLATION OF THE ESCROW AND TERMINATION OF THIS AGREEMENT, THE CITY SHALL BE RELIEVED OF ANY OBLIGATION UNDER THIS AGREEMENT TO SELL OR CONVEY THE PROPERTY TO THE DEVELOPER. ANY SUCH ESCROW CANCELLATION AND TERMINATION OF THIS AGREEMENT SHALL BE WITHOUT ANY LIABILITY OF THE CITY TO THE DEVELOPER OR ANY OTHER PERSON. THE CITY AND THE DEVELOPER ACKNOWLEDGE THAT IT IS EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN THE AMOUNT OF DAMAGES THAT WOULD BE SUFFERED BY THE CITY, IN THE EVENT OF A CANCELLATION OF THE ESCROW AND TERMINATION OF THIS AGREEMENT DUE TO THE OCCURRENCE OF A DEFAULT BY THE DEVELOPER UNDER THIS AGREEMENT, PRIOR TO THE CLOSE OF ESCROW. HAVING MADE DILIGENT BUT UNSUCCESSFUL ATTEMPTS TO ASCERTAIN THE ACTUAL DAMAGES THAT THE CITY WOULD SUFFER, IN THE EVENT OF A CANCELLATION OF THE ESCROW AND TERMINATION OF THIS AGREEMENT DUE TO THE OCCURRENCE OF AN EVENT OF DEFAULT BY THE DEVELOPER UNDER THIS AGREEMENT PRIOR TO THE CLOSE OF ESCROW, THE CITY AND THE DEVELOPER AGREE THAT A REASONABLE ESTIMATE OF THE CITY'S DAMAGES IN SUCH EVENT IS THE PRE -CLOSING LIQUIDATED DAMAGES AMOUNT. THEREFORE, UPON THE CANCELLATION OF THE ESCROW AND TERMINATION OF THIS AGREEMENT BY THE CITY DUE TO THE OCCURRENCE OF AN EVENT OF DEFAULT BY THE DEVELOPER UNDER THIS AGREEMENT, PRIOR TO THE CLOSE OF ESCROW, THE PARTIES AND THE ESCROW AGENT SHALL PROCEED PURSUANT TO SECTION 4.11 TO CANCEL THE ESCROW. THE ESCROW HOLDER SHALL IMMEDIATELY CANCEL THE ESCROW AND PAY THE PRE -CLOSING LIQUIDATED DAMAGES AMOUNT TO 45 55 394.00049\3323920112 75A-256 THE CITY, FROM FUNDS OF THE DEVELOPER HELD IN THE ESCROW UPON ESCROW CANCELLATION. RECEIPT OF THE PRE -CLOSING LIQUIDATED DAMAGES AMOUNT SHALL BE THE CITY'S SOLE AND EXCLUSIVE REMEDY UPON THE CANCELLATION OF THE ESCROW AND TERMINATION OF THIS AGREEMENT DUE TO THE OCCURRENCE OF AN EVENT OF DEFAULT BY THE DEVELOPER UNDER THIS AGREEMENT, PRIOR TO THE CLOSE OF ESCROW. Initials of Authorized City Representative Initials 'or -Authorized Developer Representative 9.3 DEVELOPER'S WAIVER OF RIGHT TO SPECIFIC PERFORMANCE AND LIMITATION ON RECOVERY OF DAMAGES PRIOR TO CLOSE OF ESCROW. 9.3.1 THE DEVELOPER WAIVES ANY RIGHT TO MAINTAIN AN ACTION AGAINST THE CITY FOR SPECIFIC PERFORMANCE OF ANY TERM OR PROVISION OF THIS AGREEMENT, PRIOR TO THE CLOSE OF ESCROW. DURING THE CONTINUANCE OF AN EVENT OF DEFAULT BY THE CITY, PRIOR TO THE CLOSE OF ESCROW, THE DEVELOPER SHALL BE LIMITED TO RECOVERING ANY AMOUNTS ACTUALLY EXPENDED BY THE DEVELOPER IN REASONABLE RELIANCE ON THIS AGREEMENT, PRIOR TO THE DATE OF THE OCCURRENCE OF THE DEFAULT BY THE CITY, NOT TO EXCEED AN AGGREGATE AMOUNT OF ONE HUNDRED THOUSAND DOLLARS ($100,000.00): THE DEVELOPER WAIVES ANY RIGHT TO RECOVER ANY OTHER SUMS FROM THE CITY ARISING FROM A DEFAULT BY THE CITY, PRIOR TO THE CLOSE OF ESCROW. THE DEVELOPER ACKNOWLEDGES. THE PROTECTIONS OF CIVIL CODE SECTION 1542 RELATIVE TO THE WAIVERS AND RELEASES CONTAINED IN THIS SECTION 9.3, WHICH CIVIL CODE SECTION READS AS FOLLOWS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. 9.3.2 BY INITIALING BELOW, THE DEVELOPER KNOWINGLY AND VOLUNTARILY WAIVES THE PROVISIONS OF SECTION 1542 SOLELY IN CONNECTION WITH THE WAIVERS AND RE S OF THIS SECTION 9.3. Init1 f Xu6ihorized Developer Representative 9.4 Legal Actions. Following the Close of Escrow, either Party may institute legal action to cure, correct or remedy any Default, to recover damages for any Default, or to obtain any other remedy available to that Party under this Agreement, at law or in equity regarding any 46 55394.00049\33239203.12 75A-257 Default. Any such legal action must be instituted in the Superior Court of the State of California in and for the County, in any other appropriate court within the County, or in the United States District Court with jurisdiction in the County. 9.5 Rights and Remedies are Cumulative. Except as otherwise expressly stated in this Agreement, the rights and remedies of the Parties set forth in this Agreement are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. 9.6 Indemnification. 9.6.1 Obligations. The City shall Indemnify the Developer Parties and the Developer shall Indemnify the City Parties against any wrongful intentional act or negligence of the Indemnitor. The Developer shall also Indemnify the City Parties against any and all of the following: (a) any Application made at the Developer's request; (b) any Due Diligence Investigations by the Developer; (c) use, occupancy, management or operation of the Project; (d) any agreements that the Developer (or anyone claiming through the Developer) makes regarding the Project; (e) the condition of the Project or, or of any vaults, tunnels, passageways or space under, adjoining or appurtenant to the Property; and (f) any accident, injury or damage whatsoever caused to any Person in or on the Property or the Project. Notwithstanding anything to the contrary in this Agreement, no Indemnitor shall be required to Indemnify any Indemnitee to the extent of the Indemnitee's wrongful intentional acts or negligence. 9.6.2 Limitation on Liability of the City. Following the Close of Escrow, the Developer is and shall be responsible for operation of the Property and the Project and the City shall not be liable for any injury or damage to any property (of the Developer or any other Person) or to any Person occurring on or about the Property or the Project, except to the extent caused by the City's wrongful intentional act or negligence. 9.6.3 Strict Liability. The indemnification obligations of an Indemnitor shall apply regardless of whether liability without fault or strict liability is imposed or sought to be imposed on one or more Indemnitees. 9.6.4 Independent of Insurance Obligations. The Developer's indemnification obligations under this Agreement shall not be construed or interpreted as in any way restricting, limiting, or modifying the Developer's insurance or other obligations under this Agreement and is independent of the Developer's insurance and other obligations under this Agreement. The Developer's compliance with its insurance obligations and other obligations under this Agreement shall not in any way restrict, limit, or modify the Developer's indemnification obligations under this Agreement and are independent of the Developer's indemnification and other obligations under this Agreement. 9.6.5 Survival of Indemnification and Defense Obligations. The indemnity and defense obligations under this Agreement shall survive the expiration or earlier termination of this Agreement, until all claims against any of the Indemnitees involving any of the indemnified matters are fully, finally, absolutely and completely barred by applicable statutes of limitations. 47 55 394.00049\3323920112 75A-258 9.6.6 Independent Duty to Defend. The duty to defend under this Agreement is separate and independent of the duty to Indemnify. The duty to defend includes claims for which an Indemnitee may be liable without fault or strictly liable. The duty to defend applies immediately upon notice of a Claim, regardless of whether the issues of negligence, liability, fault, default or other obligation on the part of the Indemnitor or the Indemnitee have been determined. The duty to defend applies immediately, regardless of whether the Indemnitee has paid any amounts or incurred any detriment arising out of or relating (directly or indirectly) to any claims. It is the express intention of the Parties that an Indemnitee be entitled to obtain summary adjudication or summary judgment regarding an hndemnitor's duty to defend the Indemnitee, at any stage of any claim or suit, within the scope of the hndemnitor's indemnity obligations under this Agreement. 9.7 Indemnification Procedures. Wherever this Agreement requires any Indemnitor to Indemnify any Indemnitee: 9.7.1 Prompt Notice. The hndemnitee shall promptly Notify the hndemnitor of any claim. To the extent, and only to the extent, that the Indemnitee fails to give prompt Notice of a Claim and such failure materially prejudices the Indemnitor in providing indemnity for such claim, the Indemnitor shall be relieved of its indemnity obligations for such claim. 9.7.2 Selection of Counsel. The Indemnitor shall select counsel reasonably acceptable to the Indemnitee. Counsel to Indemnitor's insurance carrier that is providing coverage for a claim shall be deemed reasonably satisfactory. Even though the Indemnitor shall defend the action, Indemnitee may, at its option and its own expense, engage separate counsel to advise it regarding the claim and its defense. The Indemnitee's separate counsel may attend all proceedings and meetings. The Indemnitor's counsel shall actively consult with the Indemnitee's separate counsel. The Indemnitor and its counsel shall, however, fully control the defense, except to the extent that the hndemnitee waives its rights to indemnity and defense for such claim. 9.7.3 Cooperation. The Indemnitee shall reasonably cooperate with the Indemnitor's defense of the Indemnitee, provided the Indemnitor reimburses the Indemnitee's actual out of pocket expenses (including Legal Costs) of such cooperation. 9.7.4 Settlement. The Indemnitor may, with the Indemnitee's consent, not to be unreasonably withheld, settle a claim. The Indemnitee's consent shall not be required for any settlement by which all of the following occur: (a) the Indemnitor procures (by payment, settlement, or otherwise) a release of the Indemnitee from the subject claim(s) by which the Indemnitee need not make any payment to the claimant; (b) neither the Indemnitee nor the Indemnitor on behalf of the Indemnitee admits liability; (c) the continued effectiveness of this Agreement is not jeopardized in any way; and (d) the Indemnitee's interest in the Project is not jeopardized in any way. 9.7.5 Insurance Proceeds. The Indemnitor's obligations shall be reduced by net insurance proceeds the Indemnitee actually receives for the matter giving rise to indemnification obligation. 48 55 394.00049\3323920112 75A-259 ARTICLE 10 GENERAL PROVISIONS 10.1 Incorporation of Recitals. The Recitals set forth preceding this Agreement are true and correct and are incorporated into this Agreement in their entirety by this reference. 10.2 Restrictions on Change in Management or Control of the Developer, Assignment and Transfer. 10.2.1 Restrictions. The Developer acknowledges that the qualifications and identity of the Developer are of particular importance and concern to the City. The Developer further recognizes and acknowledges that the City has relied and is relying on the specific qualifications and identity of the Developer in entering into this Agreement with the Developer and, as a consequence, Transfers are permitted only as expressly provided in this Agreement. The Developer represents to the City that it has not made and agrees that it will not create or suffer to be made or created, any Transfer, other than a Permitted Encumbrance either voluntarily, involuntarily or by operation of law, without the prior written approval of the City, which may be given, withheld or conditioned in the City's sole and absolute discretion until after the issuance of a Certificate of Project Completion for the Project. Any Transfer made in contravention of this Section 10.2 shall be voidable at the election of the City. The Developer agrees that the restrictions on Transfers set forth in this Section 10.2 are reasonable. City acknowledges and agrees that at any time following the issuance of the last Certificate of Completion for the Project, Developer may Transfer the Property and/or refinance the Property without City approval or complying with Section 10.2.2 below, provided that all covenants set forth in Article 5 of this Agreement, entitled "Special Development Covenants of Developer" shall survive any such Transfer or refinancing and remain in full force and effect for the duration of the Covenant Period. 10.2.2 Delivery of Transfer Documents. All instruments and other legal documents proposed to effect any proposed Transfer shall be submitted to the City for review, at least, thirty-five (35) calendar days prior to the proposed date of the Transfer, and the written approval, disapproval or conditions of the City shall be provided to the Developer, within thirty (30) calendar days following the City's receipt of the Developer's request. 10.3 Legal Challenges. The Developer acknowledges that the City is a "public entity" and/or a "public agency" as defined under applicable California law. Therefore, the City must satisfy the requirements of certain California statutes relating to the actions of public entities, including, without limitation, CEQA. Also, as a public entity, the City's action in approving this Agreement may be subject to proceedings to challenge or invalidate this Agreement or mandamus. The Developer assumes the risk of delays and damages that may result to the Developer from any third -party legal actions related to the City's approval of this Agreement or pursuit of the activities contemplated by this Agreement, even in the event that an error, omission or abuse of discretion by the City is determined to have occurred. If a third -party files a legal action regarding the City's approval of this Agreement or the pursuit of the activities contemplated by this Agreement, the City may terminate this Agreement on thirty (30) days advance written Notice to the Developer of the City's intent to terminate this Agreement, referencing this Section 10.3, without any further obligation to perform the terms of this Agreement and without any liability to the Developer or 49 55 394.00049\3323920112 75A-260 any other Person resulting from such termination, unless the Developer unconditionally agrees in writing to indemnify and defend the City, with legal counsel acceptable to the City, against such third -party legal action, within thirty (30) calendar days following the date of the City's Notice of intent to terminate this Agreement, including without limitation paying all Legal Costs, monetary awards, sanctions, attorney fee awards, expert witness and consulting fees, and the expenses of any and all financial or performance obligations resulting from the disposition of the legal action. Any such written defense and indemnity agreement between the City and the Developer must be in a separate writing and reasonably acceptable to the City in both form and substance. Nothing contained in this Section 10.3 shall be deemed or construed to be an express or implied admission that the City may be liable to the Developer or any other Person for damages or other relief alleged regarding any alleged or established failure of the City to comply with any Law. If the City and the Developer have not entered into a written defense and indemnity agreement, pursuant to this Section 10.3, within thirty (30) calendar days following the date of the City's notice of intent to terminate this Agreement, then this Agreement shall terminate, without further Notice or action by either Party, on the fortieth (40a) day following the date of the City's notice of intent to terminate this Agreement. 10.4 City Manager Implementation. The City shall implement this Agreement through its City Manager. The City Manager is hereby authorized by the City to issue approvals, interpretations, waivers and enter into certain amendments to this Agreement on behalf of the City, to the extent that any such action(s) does/do not materially or substantially change the Project or cause the City to incur any obligation exceeding Twenty -Five Thousand Dollars ($25,000). All other actions shall require the consideration and approval of the City governing body. Nothing in this Section 10.4 shall restrict the submission to the City governing body of any matter within the City Manager's authority under this Section 10.4, in the City Manager's sole and absolute discretion, to obtain the City governing body's express and specific authorization on such matter. The specific intent of this Section 10.4 is to authorize certain actions on behalf of the City by the City Manager, but not to require that such actions be taken by the City Manager, without further consideration by the City governing body. 10.5 Notices, Demands and Communications Between the Parties. 10.5.1 Notices. Any and all Notices submitted by either Party to the other Party pursuant to or as required by this Agreement shall be proper, if in writing and transmitted to the principal office of the City or the Developer, as applicable, set forth in Section 10.5.2, by one or more of the following methods: (i) messenger for immediate Personal delivery, (ii) a nationally recognized overnight (one-night) delivery service (i.e., Federal Express, United Parcel Service, etc.) or (iii) registered or certified United States Mail, postage prepaid, return receipt requested. Such Notices may be sent in the same manner to such other addresses as either Party may designate from time to time, by Notice. Any Notice shall be deemed to be received by the addressee, regardless of whether or when any return receipt is received by the sender or the date set forth on such return receipt, on the day that it is delivered by personal delivery, on the date of delivery by a nationally recognized overnight courier service (or when delivery has been attempted twice, as evidenced by the written report of the courier service) or four (4) calendar days after it is deposited with the United States Postal Service for delivery, as provided in this Section 10.5.1. Rejection, other refusal to accept or the inability to deliver a Notice because of a changed address of which 50 55 394.00049\3323920112 75A-261 no Notice was given or other action by a Person to whom Notice is sent, shall be deemed receipt of the Notice. 10.5.2 Addresses. The following are the authorized addresses for the submission of Notices to the Parties, as of the Effective Date: To the Developer: Caribou Industries, Inc. 1103 North Broadway Santa Ana, CA 92701 To the City: City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Attention: City Clerk With courtesy copy to City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Attention: City Attorney 10.6 Warranty Against Payment of Consideration for Agreement. The Developer represents and warrants that: (i) the Developer has not employed or retained any Person to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees of the Developer and (ii) no gratuities, in the form of entertainment, gifts or otherwise have been or will be given by the Developer or any of its agents, employees or representatives to any elected or appointed official or employee of the City in an attempt to secure this Agreement or favorable terms or conditions for this Agreement. Breach of the representations or warranties of this Section 10.6 shall automatically terminate this Agreement, without further notice to or action by either Party and the Developer shall immediately refund any payments made to the Developer by the City pursuant to this Agreement, prior to the date of any such termination. 10.7 Relationship of Parties. The Parties each understand and agree that the City and the Developer are independent contracting entities and do not intend by this Agreement to create any partnership, j oint venture, or similar business arrangement, relationship or association between them. 10.8 Survival of Agreement. All of the provisions of this Agreement shall be applicable to any dispute between the Parties arising from this Agreement, whether prior to or 51 55 394.00049\3323920112 75A-262 following expiration or termination of this Agreement, until any such dispute is finally and completely resolved between the Parties, either by written settlement, entry of a non -appealable judgment or expiration of all applicable statutory limitations periods and all terms and conditions of this Agreement relating to dispute resolution and limitations on damages or remedies shall survive any expiration or termination of this Agreement. 10.9 Conflict of Interest. No member, officer, official or employee of the City having any conflict of interest, direct or indirect, related to this Agreement, the Property or the development or operation of the Project shall participate in any decision relating to this Agreement. The Parties represent and warrant that they do not have knowledge of any such conflict of interest. 10.10 Non -liability of Officials, Employees and Agents. No City Party shall be personally liable to the Developer, or any successor in interest of the Developer, in the event of any Default or breach by the City under this Agreement or for any amount that may become due to the Developer or to its successor, or on any obligations under the terms or conditions of this Agreement, except as may arise from the negligence or willful intentional acts of such City Party. 10.11 Calculation of Time Periods. Unless otherwise specified, all references to time periods in this Agreement measured in days shall be to consecutive calendar days, all references to time periods in this Agreement measured in months shall be to consecutive calendar months and all references to time periods in this Agreement measured in years shall be to consecutive calendar years. Any reference to business days in this Agreement shall mean and refer to consecutive business days of the City. 10.12 Principles of Interpretation. No inference in favor of or against any Party shall be drawn from the fact that such Parry has drafted any part of this Agreement. The Parties have both participated substantially in the negotiation, drafting, and revision of this Agreement, with advice from legal and other counsel and advisers of their own selection. A word, term or phrase defined in the singular in this Agreement may be used in the plural, and vice versa, all in accordance with ordinary principles of English grammar, which shall govern all language in this Agreement. The words "include" and `including" in this Agreement shall be construed to be followed by the words: "without limitation." Each collective noun in this Agreement shall be interpreted as if followed by the words "(or any part of it)," except where the context clearly requires otherwise. Every reference to any document, including this Agreement, refers to such document, as modified from time to time (excepting any modification that violates this Agreement), and includes all exhibits, schedules, addenda and riders to such document. The word "or" in this Agreement includes the word "and." 10.13 Governing Law. The Laws of the State shall govern the interpretation and enforcement of this Agreement, without application of conflicts of laws principles. The Parties acknowledge and agree that this Agreement is entered into, is to be fully performed in and relates to real property located in the City. 10.14 City Attorney Fees and Costs. For the purposes of this Agreement, all references to reasonable attorneys' fees and costs in reference to the City are intended to include the salaries, benefits and costs of the City Attorney, as City General Counsel, and the lawyers employed in the 52 55 394.00049\3323920112 75A-263 Office of the City Attorney who provide legal services regarding the particular matter, pro -rated to an hourly rate, in addition to any fees and costs of outside counsel to the City. 10.15 Unavoidable Delay; Extension of Time of Performance. 10.15.1Notice:- Subject to -my -specific provisions of this Agreement stating that they are not subject to Unavoidable Delay or otherwise limiting or restricting the effects of an Unavoidable Delay, performance by either Party under this Agreement shall not be deemed, or considered to be in Default, where any such Default is due to the occurrence of an Unavoidable Delay. Any Party claiming an Unavoidable Delay shall Notify the other Party: (a) within ten (10) days after such Party knows of any such Unavoidable Delay; and (b) within five (5) days after such Unavoidable Delay ceases to exist. To be effective, any Notice of an Unavoidable Delay must describe the Unavoidable Delay in reasonable detail. The extension of time for an Unavoidable Delay shall commence on the date of receipt of written Notice of the occurrence of the Unavoidable Delay by the Party not claiming an extension of time to perform due to such Unavoidable Delay and shall continue until the end of the condition causing the Unavoidable Delay. The Party claiming an extension of time to perform due to an Unavoidable Delay shall exercise its commercially reasonable best efforts to cure the condition causing the Unavoidable Delay, within a reasonable time. 10.15.2ASSUMPTION OF ECONOMIC RISKS. EACH PARTY EXPRESSLY AGREES THAT ADVERSE CHANGES IN ECONOMIC CONDITIONS, OF EITHER PARTY SPECIFICALLY OR THE ECONOMY GENERALLY, OR CHANGES IN MARKET CONDITIONS OR DEMAND OR CHANGES IN THE ECONOMIC ASSUMPTIONS OF EITHER PARTY THAT MAY HAVE PROVIDED A BASIS FOR ENTERING INTO THIS AGREEMENT SHALL NOT OPERATE TO EXCUSE OR DELAY THE PERFORMANCE OF EACH AND EVERY ONE OF EACH PARTY'S OBLIGATIONS AND COVENANTS ARISING UNDER THIS AGREEMENT. ANYTHING IN THIS AGREEMENT TO THE CONTRARY NOTWITHSTANDING, THE PARTIES EXPRESSLY ASSUME THE RISK OF UNFORESEEABLE CHANGES IN ECONOMIC CIRCUMSTANCES AND/OR MARKET DEMAND/CONDITIONS AND WAIVE, TO THE GREATEST LEGAL EXTENT, ANY DEFENSE, CLAIM, OR CAUSE OF ACTION BASED IN WHOLE OR IN PART ON ECONOMIC NECESSITY, IMPRACTICABILITY, CHANGED ECONOMIC CIRCUMSTANCES, FRUSTRATION OF PURPOSE, OR SIMILAR THEORIES. THE PARTIES AGREE THAT ADVERSE CHANGES IN ECONOMIC CONDITIONS, EITHER OF THE PARTY SPECIFICALLY OR THE ECONOMY GENERALLY, OR CHANGES IN MARKET CONDITIONS OR DEMANDS, SHALL NOT OPERATE TO EXCUSE OR DELAY THE STRICT OBSERVANCE OF EACH AND EVERY ONE OF THE OBLIGATIONS, COVENANTS, CONDITIONS AND REQUIREMENTS OF THIS AGREEMENT. THE PARTIES EXPRESSLY ASSUME THE RISK OF SUCH ADVERSE ECONOMIC OR MARKET CHANGES, WHETHER OR NOT FORESEEABLE AS OF THE EFFECTIVE DATE. Initials of Authorized Initials of Authorized 53 5 5394.00049\33 239203.12 75A-264 Representative(s) of City Representative(s) of Developer 10.16 Real Estate Commissions. The City shall not be responsible for any real estate brokerage or sales commissions, finder fees or similar charges that may arise from or be related to this Agreement. The Developer shall be solely responsible for any real estate brokerage or sales commissions, finder fees or similar charges that may arise from or be related to this Agreement that are claimed by any Person engaged by the Developer relating to the Property, the Project or this Agreement. Further, the Developer shall Indemnify the City from any such claims for real estate brokerage or sales commissions, finder fees or similar charges, in accordance with Section 9.7. 10.17 Binding on Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective legal representatives, successors and assigns. 10.18 No Other Representations or Warranties. Except as expressly set forth in this Agreement, no Party makes any representation or warranty material to this Agreement to any other Party. 10.19 Tax Consequences. Developer acknowledges this Agreement and agrees that it shall bear any and all responsibility, liability, costs, and expenses connected in any way with any tax consequences experienced by the Developer related to this Agreement or the Close of Escrow. 10.20 No Third -Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any Person other than the Parties and their respective permitted successors and assigns, nor is anything in this Agreement intended to relieve or discharge any obligation of any third -Person to any Party or give any third -Person any right of subrogation or action over or against any Party. 10.21 Execution in Counterparts. This Agreement may be executed in two or more counterpart originals, each of which shall be deemed to be an original, but all of which together shall constitute one and the same document. 10.22 Entire Agreement. 10.22. 1 Integrated Agreement. This Agreement includes 56 pages and 11 exhibits, which constitute the entire understanding and Agreement of the Parties regarding the Premises, conveyance of the Property and the other subjects addressed in this Agreement. This Agreement integrates all of the terms and conditions mentioned in this Agreement or incidental to this Agreement, and supersedes all negotiations or previous agreements between the Parties with respect to the Premises, conveyance of the Property and the other subjects addressed in this Agreement. 10.22.2No Merger. None of the terms, covenants, restrictions, agreements or conditions set forth in this Agreement shall be deemed to be merged with any deed conveying title to any portion of the Premises, any lease or sublease of any part of the Premises and this Agreement shall continue in full force and effect before and after any such instruments. 54 55 394.00049\3323920112 75A-265 10.22.3Waivers Must be in Writing. All waivers of the provisions of this Agreement and all amendments to this Agreement must be in writing and signed by the authorized representative(s) of both the City and the Developer. 10.23 Exhibits. The exhibits attached to this Agreement are described as follows: Exhibit A: Property Legal Description Exhibit B: Performance Schedule Exhibit C: Form of City Deed Exhibit D: Form of Notice of Agreement Exhibit E: Form of Official Action of Developer Exhibit F: Scope of Development/Site Plans Exhibit G. Map of Project Site Exhibit H. Community Workforce Agreement (2017) Exhibit I. Hotel Operating Agreement Exhibit J. Option to Purchase Agreement Exhibit K. Grant of Easements and Reciprocal Access, Parking Operation and Maintenance Agreement 10.24 Execution of this Agreement. Following execution of three (3) counterpart originals of this Agreement and the Developer Official Action by the authorized representative(s) of the Developer and prompt delivery of such executed documents to the City this Agreement shall be subject to review and approval by the City governing body, in its sole and absolute discretion, no later than forty-five (45) calendar days after the date of such delivery to the City. If the City governing body has not approved this Agreement within the time period specified in the immediately preceding sentence, then no provision of this Agreement shall be of any force or effect for any purpose and any prior execution or approval of this Agreement by either Party shall be null and void. 10.25 Time Declared to be of the Essence. As to the performance of any obligation under this Agreement of which time is a component, the performance of such obligation within the time specified is of the essence. 10.26 No Waiver. Failure to insist on any one occasion upon strict compliance with any term, covenant, condition, restriction or agreement contained in this Agreement shall not be deemed a waiver of such term, covenant, or condition, restriction or agreement, nor shall any waiver or relinquishment of any rights or powers under this Agreement at any one time or more times, be deemed a waiver or relinquishment of such right or power at any other time or times. [Signatures on following page] 55 55 394.00049\3323920112 75A-266 SIGNATURE PAGE TO 2020 DISPOSITION AND DEVELOPMENT AGREEMENT (CARIBOU INDUSTRIES, INC.) IN WITNESS WHEREOF, the City and the Developer have executedthis 202QDispo�ion and Development Agreement (Caribou Industries, Inc.) by and through the signatures of their duly authorized representative(s) set forth below: CITY OF SANTA ANA: to Its: Attest: By: City Clerk By: Q)�� for City ome DEVELOPER: CARIBOU INDUSTRIES, INC. By: Name: L-- Its: By: Name: 56 55394.00049\33239203.12 75A-267 EXHIBIT "A" TO DISPOSITION AND DEVELOPMENT AGREEMENT PROPERTY LEGAL DESCRIPTION All of that certain real property situated in the State of California, County of Orange, City of Santa Ana, described as follows: Parcel 1: All of Lots 2, 3, 6 and the Southerly 10.00 feet of the Northerly 20.00 feet of Lot 5 in Block 11 and all of Lots 1, 2, 3, 4, 5, and 6 in Block 12 of the Town of Santa Ana, as shown on a Map recorded in Book 2, page 51 of Miscellaneous Records of Los Angeles County, California. Together with that portion of Sycamore Street, 60.00 feet wide, as shown on said Map, as vacated and described in that certain Resolution No. 82-17 of the City Council of the City of Santa Ana, a certified copy of which was recorded February 11, 1982, as Document No. 82-051577 of Official Records of Orange County, California, bounded Southerly by the North line of Third Street, 60.00 feet wide, and bounded Northerly by a line parallel with and distant Northerly 140.00 feet, measured at right angles, from said North line of Third Street. Excepting therefrom the Easterly 15.00 feet of said Lot 3 in said Block 11. Parcel 2: A perpetual easement for ingress and egress over the South 2.50 feet of the East 15.00 feet of Lot 3 in Block 11 of the Town of Santa Ana, as shown on Map recorded in Book 2, page 51 of Miscellaneous Records of Los Angeles County, California, as reserved in the Deed of J.E. Lieberg et al, dated June 5, 1923 and recorded in Book 475, page 362 of Deeds, records of Orange County, California. Parcel 3: The right to use that portion of a brick wall of the building on Lot 1 in Block 11 of the Town of Santa Ana, as per Map recorded in Book 2, page 51 of Miscellaneous Records of Los Angeles County, California, which adjoins the East boundary line of the South 25.00 feet of Lot 2 in said Block 11, as a party wall, as granted by that certain Agreement, dated July 1, 1919 by and between H.R. Andre, also known as Roy Andre, et al, as parties of the first part, and L.J. Carden et al, as parties of the second part, recorded August 19, 1919 in Book 341, page 362 of Deeds, Records of Orange County, California. Exhibit "A" Property Legal Description 55394.00049\33239203.12 75A-268 EXHIBIT `B" TO DISPOSITION AND DEVELOPMENT AGREEMENT PERFORMANCE SCHEDULE A. Days shall be calendar days, unless otherwise specified. B. The City Manager is authorized by the City to make minor changes to the schedule prior to the Project Completion Date resulting in an aggregate extension of the Project Completion Date of ninety (90) calendar days or less. C. All specific dates set forth in parentheses in this schedule are estimates only and not binding on the Parties. D. In the event of any conflict between this schedule and the Agreement, the terms and provisions of the Agreement shall control. E. All defined terms indicated by initial capitalization used in this schedule shall have the meanings ascribed to the same terms in the Agreement. L GENERAL PROVISIONS FUNCTION TIME OF PERFORMANCE 1. Execution of Disposition and Within fourteen (14) days after the approval of Development Agreement by the the Agreement by City Council following City. The City shall execute this receipt by City of two copies executed by Agreement, and if approved, shall Developer. deliver two (2) executed copies thereof to the Developer 2. Property Investigation. The City Within 30 days after execution of this shall transmit to Developer all Agreement. information in the City's possession with respect the environmental and physical condition of property. 3. Letter of Interest from Hotel Within 120 days after execution of this Operator or provide City with an Agreement, Developer will obtain either a Alternative Management Plan letter of interest from a recognized hotel operator or provide the City with an Alternative Management Plan. 4. Submission of Basic Concept Completed. Drawings. Developer submits Basic Concept Drawings to City. 5. City Approval or Disapproval of Completed. Basic Concept Drawings. City shall Exhibit `B" Performance Schedule 55394.00049\33239203.12 75A-269 review the Basic Concept Drawings and approve or disapprove same 6. Submission of Design Development Completed. Drawings for the Project. The Developer shall prepare and submit to the City, complete Design Development Drawings 7. Review of Design Development Completed. Drawings and Approval or Disapproval Thereof. The Planning and Building Agency shall consider and approve or disapprove the Design Development Drawings. 8. Submission of Application for Site Completed. Plan Review of the Project. The Developer shall prepare and submit to the City a complete Application for site plan review. 9. Review of Project Application and Completed. Approval or Disapproval Thereof. The Planning Commission shall consider and approve or disapprove the Application. 10. Review of Project Application and Will be completed concurrently with Approval or Disapproval Thereof. entitlement and DDA approval by City The City Council shall consider and Council. approve or disapprove the Application IL CONSTRUCTION DRAWINGS AND GRADING PLANS 11. Submission of Complete Within 8 month after City Council approval of Construction Drawings and Project, Developer will submit complete Grading Plans. Developer shall construction drawings and grading plans. submit to the Planning and Building Agency complete Construction Drawings and Grading Plans. 12. Approval of Complete Within 3 months after submittal of complete Construction Drawings. The construction drawings and grading plans, the Exhibit `B" Performance Schedule 55394.00049\33239203.12 75A-270 Planning and Building Agency shall approve or disapprove the revisions submitted by the Developer, and Developer shall be ready to obtain building permits, provided that the revisions necessary to accommodate the Planning and Building Agency's comments have been made. Planning and Building Agency will use best reasonable efforts to approve or disapprove any final revisions. III. FINANCING AND HOTEL COMMITMENT 13. Proof of Financing Commitments. Developer shall submit Proof of Financing Commitments for all of the Developer Improvements to City. Within 90 days of approval of construction drawings. 14. Proof of Hotel Operator Within 90 days of approval of construction Commitment. drawings. Developer shall submit proof of hotel operator commitment to City or shall provide proof of sufficient financing to implement the Alternative Management Plan 15. Financing for Public Improvements. Within 90 days of receipt of Developer proof City shall provide Proof of financing of financing. commitments for Public Improvements V.CONVEYANCE 16. Opening of Escrow. The City shall Within 60 days of receipt of Developer proof open an Escrow with an Escrow of financing. Agent. 17. Conditions Precedent. Developer and Within 90 days of opening of escrow. City satisfy all of their respective pre - closing conditions. 18. Demolition Schedule. Developer and Prior to close of escrow. City shall agree on an acceptable demolition schedule based upon Contractors' schedule 19. Close of Escrow for the Within 90 days from all conditions being Conveyances. City conveys the Site satisfied by both parties. subject to the Grant Deed in Exhibit C Exhibit `B" Performance Schedule 55394.00049\33239203.12 75A-271 VI. CONSTRUCTION 15. Issuance of Demolition and Grading Within 90 days of closing of escrow. Permit and Issuance of Building Permits for all of the Developer Improvements. Developer shall obtain building permits from the Planning and Building Agency for all of the Developer Improvements. 16. Commencement of Construction. Within 60 days from completion of demolition Developer shall commence grading and grading and site preparation. of the Site and construction of the Developer Improvements. 17. Completion of Construction. On or before 24 months from start of Developer shall complete construction. construction of all of the Developer Improvements. 18. Opening Date. A Conforming Hotel A conforming hotel shall open for business to shall open for business the Public within ninety (90) days after the completion of construction. Exhibit `B" Performance Schedule 55394.00049\33239203.12 75A-272 EXHIBIT "C" TO DISPOSITION AND DEVELOPMENT AGREEMENT FORM OF CITY DEED [Attached behind this cover page] Exhibit "C" Form Of City Deed 55394.00049\33239203.12 75A-273 AT THE REQUEST OF AND WHEN RECORDED NIAIL TO: City of Santa Ana 20 Civic Center Plaza (M-) P.O. Box 1988 Attention: City Clerk No recording fee required, this document is exempt from fee pursuant to Section 6103 of the California Government Code SPACE ABOVE THIS LINE FOR RECORDER'S USE CITY DEED (WITH REVESTMENT PROVISIONS, COVENANTS, RESTRICTIONS AND RESERVATIONS) For a valuable consideration, receipt of which is hereby acknowledged The City of Santa Ana, a California charter city in the County of Orange of the State of California ("Grantor" or "City"), hereby grants to Caribou Industries, Inc., a Nevada Corporation ("Grantee" or "Developer"), that certain real property described in Exhibit "A" attached hereto and incorporated herein by this reference ("Property"). 1. The Property is conveyed in accordance with and subject to that certain Disposition and Development Agreement ("DDA") dated , for reference purposes only, entered into between Grantor and Grantee, a copy of which is on file with the City at its offices as a Public Record and which is incorporated herein by reference. The DDA requires the Developer to construct and meet other requirements as set forth therein. All terms used herein shall have the same meaning as those used in the DDA. 2. The Grantee acknowledges and agrees that the Property is quitclaimed by the City to the Grantee in its "AS IS," "WHERE IS" and "SUBJECT TO ALL FAULTS CONDITION," as of the date of recordation of this City Deed, with no warranties, expressed or implied, as to the environmental or other physical condition of the Property, the presence or absence of any patent or latent environmental or other physical condition on or in the Property, or any other matters affecting the Property. 3. As provided in the Disposition and Development Agreement, Grantee shall promptly commence and complete development of the Property in accordance with plans and specifications approved by Grantor. Construction of improvements and development of the Property (the 'Improvements") required by the Disposition and Development Exhibit "C" Form Of City Deed 55394.00049A33239203.12 75A-274 Agreement shall commence and be prosecuted diligently to completion at the time specified in, and subject to the terms of, the Disposition and Development Agreement. 3.1. Grantee shall maintain the Improvements and any other improvements on the Property in good condition and order, shall keep the Property free from accumulation of debris and waste materials and shall permit no action or inaction on the Property such that the Property detracts from the surrounding neighborhood in any substantial manner. 3.2. All obligations imposed upon Grantee herein shall bind any and all successors of Grantee; provided, however, that upon sale or conveyance of the Project, the party selling or conveying shall be relieved of any such obligation to the extent that such obligation arises after the date of sale or conveyance. 4. Grantee covenants and agrees that prior to recordation of the last Certificate of Completion for the Property: 4.1. The Grantor shall have the additional right, at its option, to re-enter and take possession of the Property and all improvements on the Property and to terminate and revest the Property in the Grantor if the Grantee or its successors in interest shall, in accordance with and subject to the terms of the Disposition and Development Agreement: 4.1.1. Fail to commence or complete the construction of the Project and/or Improvements when required by the Disposition and Development Agreement and after sixty days written notice from the Grantor of Grantee's failure to timely commence or complete construction, provided that the Grantee shall not have obtained an extension or postponement to which Grantee may be entitled or that Grantee or Grantee's lender for the project have commenced and are diligently proceeding to cure such default; or 4.1.2. Abandon or substantially suspend construction of the Project and/or Improvements for more than sixty days after written notice from the Grantor to continue such construction, provided that Grantor shall not have obtained an extension or postponement to which Grantee may be entitled or that Grantee or Grantee's lender for the project have commenced and are diligently proceeding to cure such default; or 4.1.3. Transfer, or suffer any involuntary transfer, of all or any part of, or interest in, the Property, in violation of the Disposition and Development Agreement or this Grant Deed. 4.2. The right to re-enter, repossess, terminate and revest shall be subject to and be limited by and shall not defeat, render invalid, or limit: 4.2.1. Any mortgage or deed of trust permitted by the Disposition and Development Agreement or this Deed and duly approved by the Grantor; or 4.2.2. Any rights or interests provided for the protection of the holders of such mortgages or deed of trust. Exhibit "C" Form Of City Deed 55394.00049A33239203.12 75A-275 4.3. The right to re-enter, repossess, terminate and revest with respect to the Property shall terminate when the last Certificate of Completion for the Project has been recorded by the Grantor. 4.4. In the event title to all or any part of the Property is revested in the Grantor as provided in this Section 4, the Grantor shall, pursuant to its responsibilities under California Law, use its best efforts to resell the Property or part as soon and in such manner as the Grantor shall find feasible to a qualified and responsible party or parties (as determined by the Grantor) who will assume the obligation of making or completing the Project and Improvements or such other improvements in their stead as shall be satisfactory to the Grantor and in accordance with the uses specified for such Property. Upon such resale of the Property the proceeds thereof shall be applied as follows: 4.4.1. First, the Grantor shall be reimbursed, on its own behalf or on behalf of the City of Santa Ana, California for all costs and expenses incurred by the Grantor, including but not limited to salaries of personnel incurred in connection with the recapture, management and resale of the Property or part (but less any income derived by the Grantor from the Property in connection with such management); all taxes, assessments, and water and sewer charges with respect to the Property or part (or, in the event the Property is exempt from taxation, assessment or such charges during the period of Grantor's ownership thereof, an amount equal to such taxes, assessments or charges as determined by the assessing official as would have been payable if the Property were not exempt); any payments made or necessary to be made to discharge any encumbrances or liens existing on the Property or part at the time of revesting of title in the Grantor or to discharge or prevent such encumbrances or liens from attaching or being made by any subsequent successors or transferees; any expenditures made or obligations incurred with respect to the completion of the Improvements; and any amounts otherwise owed to the Grantor by the Grantee and its successors or transferee; and 4.4.2. Second, to the extent possible, the Grantee shall be reimbursed in an amount not to exceed the sum of (1) the Purchase Price paid to the Grantor by the Grantee for the Property (or allocable to the part thereof); (2) the costs incurred for the development of the Property and for the improvements existing on the Property at the time of the reentry and repossession, (3) less any gains or income withdrawn or made by the Grantee from the Property or the Improvements; and 4.4.3. Third, any balance remaining after such reimbursements shall be retained by the Grantor. 4.4.4. To the extent that this right of reverter involves a forfeiture, it must be strictly interpreted against the Grantor, the party for whose benefit it is created. This right of reverter shall, however, be interpreted in light of the fact that the Grantor is by this deed conveying the Property to the Grantee for development and not for speculation in undeveloped land and that such development is a material element of the consideration received by Grantor for the Property. Exhibit "C" Form Of City Deed 55394.00049A33239203.12 75A-276 5. Maintenance Condition of the Property. The Developer for itself, its successors and assigns, covenants and agrees that: 5.1. Maintenance Standard. The entirety of the Property and the Project shall be maintained by the Developer in good condition and repair and in a neat, clean and orderly condition, ordinary wear and tear and casualty excepted, including, without limitation, maintenance, repair, reconstruction and replacement of any and all asphalt, concrete, landscaping, utility systems, irrigation systems, drainage facilities or systems, grading, subsidence, retaining walls or similar support structures, foundations, signage, ornamentation, and all other improvements on or to the Property, now existing or made in the future by or with the consent of the Developer, as necessary to maintain the appearance and character of the Project and the Property. The Developer's obligation to maintain the Project and the Property described in the immediately preceding sentence shall include, without limitation, (i) maintaining the surfaces in a level, smooth and evenly covered condition with the type of surfacing material originally installed or such substitute as shall in all respects be equal in quality, use, and durability; (ii) removing all papers, mud, sand, debris, filth and refuse and thoroughly sweeping areas to the extent reasonably necessary to keep areas in a clean and orderly condition; (iii) removing or covering graffiti with the type of surface covering originally used on the affected area, (iv) placing, keeping in repair and replacing any necessary and appropriate directional signs, markers and lines; (v) operating, keeping in repair and replacing where necessary, such artificial lighting facilities as shall be reasonably required; (vi) providing security services as reasonably indicated; and (vii) maintaining, mowing, weeding, trimming and watering all landscaped areas and making such replacements of plants and other landscaping material as necessary to maintain the appearance and character of the landscaping, all at the sole cost and expense of the Developer. The Developer's obligation to maintain the Project and the Property described in the two immediately preceding sentences is, collectively, referred to in this Agreement as the "Maintenance Standard." The Developer may contract with a maintenance contractor to provide for performance of all or part of the duties and obligations of the Developer with respect to the maintenance of the Project and the Property; provided, however, that the Developer shall remain responsible and liable for the maintenance of the Project and the Property, at all times. 5.2. Maintenance Deficiency. If, at any time following the Close of Escrow, there is an occurrence of an adverse condition on any area of the Project or the Property in contravention of the Maintenance Standard (each such occurrence being a "Maintenance Deficiency"), then the City may Notify the Developer in writing of the Maintenance Deficiency. If the Developer fails to cure or commence and diligently pursue to cure the Maintenance Deficiency within thirty (30) calendar days following the Developer's receipt of Notice of the Maintenance Deficiency, the City may conduct a public hearing, following transmittal of written Notice of the hearing to the Developer, at least, ten (10) days prior to the scheduled date of such public hearing, to verify whether a Maintenance Deficiency exists and whether the Developer has failed to comply with the provisions of this Section. If, upon the conclusion of the public hearing, the City finds that a Maintenance Deficiency exists and remains uncured, the City shall have the right to enter the Project and the Property and perform all acts necessary to cure the Maintenance Deficiency, or to take any other action at law or in equity that may then be available to the City to accomplish Exhibit "C" Form Of City Deed 55394.00049A33239203.12 75A-277 the abatement of the Maintenance Deficiency. Any sum expended by the City for the abatement of a Maintenance Deficiency pursuant to this Section shall be reimbursed to the City by the Developer, within thirty (30) calendar days after written demand for payment from the City. Any amount expended by the City for the abatement of a Maintenance Deficiency pursuant to this Section that is not reimbursed to the City by the Developer within thirty (30) calendar days after written demand to the Developer for such reimbursement, shall accrue interest at the lesser of: (i) the rate of ten percent (10%) per annum or (ii) the Usury Limit, until paid in full. 5.3. Graffiti. Graffiti, as defined in Government Code Section 38772, that has been applied to the interior of the Parking Structure, or to any exterior surface of a structure or improvement on the Property, that is visible from any public right-of-way adjacent or contiguous to the Property, shall be removed by the Developer by either painting over the evidence of such vandalism with a paint that has been color -matched to the surface on which the paint is applied or removed with solvents, detergents or water, as appropriate. If any such graffiti is not removed within seventy-two (72) hours following the time of the discovery of the graffiti, the City shall have the right to enter the Property and remove the graffiti, without Notice to the Developer. Any sum expended by the City for the removal of graffiti Property pursuant to this Section shall be reimbursed to the City by the Developer, within thirty (30) calendar days after written demand for payment from the City. Any amount expended by the City for the removal of graffiti pursuant to this Section that is not reimbursed to the City by the Developer within thirty (30) calendar days after written demand to the Developer for such reimbursement, shall accrue interest at the lesser of: (i) the rate of ten percent (10%) per annum or (ii) the Usury Limit, until paid in full. 6. Lien Rights. The obligations of the Developer and its successors and assigns under this Section shall be secured by a lien against the Property. The Developer hereby grants to the City a security interest in the Property with the power to establish and enforce a lien or other encumbrance against the Property, in the manner provided in Civil Code Sections 2924, 2924b and 2924c, to secure the obligations of the Developer and it successors under this Section including the reasonable attorneys' fees and costs of the City associated with the abatement of a Maintenance Deficiency or removal of graffiti. The recordation of the City Deed and the Notice of Agreement shall provide record Notice of such security interest in favor of the City. 7. Obligation to Refrain from Discrimination. The Developer covenants and agrees for itself, its successors, its assigns and every successor -in -interest to all or any portion of the Property, that there shall be no discrimination against or segregation of any Person, or group of Persons, on account of gender, sexual orientation, marital status, race, color, religion, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property nor shall the Developer, itself or any Person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of purchasers, the Developers, lessees, sub -the Developers, sub -lessees or vendees of the Property. The covenant of this Section shall be a covenant running with the land of the Property and binding on successive owners of all or any Exhibit "C" Form Of City Deed 55394.00049A33239203.12 75A-278 portion of the Property, until the City issues the last Certificate of Completion for the Project. 7.1. Form of Non-discrimination and Non -segregation Clauses. The Developer covenants and agrees for itself, its successors, its assigns, and every successor -in - interest to all or any portion of the Property, that the Developer, such successors and such assigns shall refrain from restricting the sale, lease, sublease, rental, transfer, use, occupancy, tenure or enjoyment of all or any portion of the Property on the basis of gender, sexual orientation, marital status, race, color, religion, creed, ancestry or national origin of any Person. All deeds, leases or contracts pertaining to the Property or any part thereof shall contain or be subject to substantially the following non-discrimination or non - segregation covenants: 7.1.1. In Deeds: "The grantee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any Person or group of persons on account of race, color, creed, religion, gender, sexual orientation, marital status, national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall the grantee or any Person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of the Developers, lessees, sub -the Developers, sub -lessee, or vendees in the premises herein conveyed. The foregoing covenants shall run with the land." 7.1.2. In Leases: "The Lessee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any Person or group of persons, on account of race, color, creed, religion, gender, sexual orientation, marital status, national origin, or ancestry, in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein leased nor shall the lessee itself, or any Person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of the Developers lessees, sub -lessee, sub -the Developers, or vendees in the premises herein leased." 7.1.3. In Contracts: "There shall be no discrimination against or segregation of any Person or group of persons on account of race, color, creed, religion, gender, sexual orientation, marital status, national origin, or ancestry, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed or leased, nor shall the transferee or any Person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of the Developers, lessees, sub- lessees, sub -the Developers, or vendees of the premises herein transferred." The foregoing provision shall be binding upon and shall obligate the contracting party or parties and any subcontracting party or parties, or other transferees under the instrument. Exhibit "C Form Of City Deed 55394.00049A33239203.12 75A-279 8. All covenants contained in this Deed shall be covenants running with the land and equitable servitudes thereon. The covenants contained in Section 4 of this Deed shall terminate upon issuance of the last Certificate of Completion for the Project. The covenants contained in this City Deed shall remain in effect in perpetuity unless specified otherwise; provided, however, that if the state law requiring such covenants changes such that such covenants are not required to remain in effect in perpetuity, such covenants shall terminate at such earlier date as may be permitted by state law. 9. The covenants in this City Deed shall be binding for the benefit of Grantor, the City of Santa Ana and, if applicable, any successor in interest to said parties. Such covenants shall run in favor of the Grantor and such aforementioned parties for the entire period during which such covenants shall be in force and effect, without regard to whether the Grantor is or remains an owner of any land or interest therein to which such covenants relate. The right to exercise all of the right and remedies, and to maintain any actions at law or suits in equity or contained and this Grant Deed shall be for the benefit of and shall be enforceable only by the Grantor and such aforementioned parties. 10. The covenants contained in this City Deed shall be deemed to be covenants running with the land and shall bind and benefit future purchasers, encumbrances and transferee. EXECUTED ON 2020 in . California. Dated: ATTEST: By: City Clerk APPROVED AS TO FORM: City Attorney 55394.00049A33239203.12 CITY: THE CITY OF SANTA ANA, a California charter city in the County of Orange of the State of California By: Name: Its: Exhibit " C" Form Of City Deed 75A-280 [NOTE: All signatures must be notarized] Exhibit "C" Form Of City Deed 55394.00049\33239203.12 75A-281 EXHIBIT "A" TO CITY DEED Exhibit "C Form Of City Deed 55394.00049\33239203.12 75A-282 RECORDING REOU111EO SY 82-3616j9 +no .vew N wKoso;e uuL Tnrw R;ee ANe. uNLess W rEC OWN 640W. YAI� T+; DTATCY[NT6 TO: rClerk of the Council +ow,... City of Santa Ana 2u Civic Center Plaza L Santa Ana, CA 92701 T@1e(4drr So. a REOWDW IN omc� RECORDS EXEMPT C1 9 oBAM M714-82 IW Le 4 arm* Slow, al war �— SPACE ABOVE THIS LINE FOR REOCIRDER'S USE 1 The underai-ned drrlarr_, that the dorumcnWrc Iran:irr tat i.cExemot ❑ '�'-+ rompu[ed on ;he full valor of the imcnsl rr ertr ronvr.'ed. - _ ...,... "- — ...... ........... and i• omputcrl on thr m " cater h . [hr valor �d lien.�,nr rnrumLmnm remoiuia� thrrrou m thr I me of .air. Thr land. mumrnr• or rea41 6 L�nv! is t ❑ unin roq., rand arra � cE[c „f Santa Ana .. .. ... ... .. ....and FOR A VALUABLE CONSIDERATION, receipt of +.hirh i, hrrcLy a�kuu.leA;;rd. The Co-�nunity Redeveioonent Agency of the City o body, corporate and oolSanta Ana, a public itic xxawpw�facef�fsalaadmfaf mr mx>,xsff>a hrrnc, CRA\TCI to The City of Santa Ana, a municinal cxgrxat ion. ;h,foll.... in: d,+rrihrd real pn,ura.'in ;h� City of Santa Ana Coun;v of Urange ..tmo of l:aGiomia: A11 that .-er tai real �roperr situata, .n tae Sta tr: Of Cali=�rr.z�, of Orange, City of >anta Ana, describe, in Ex::.b1t " and incot wrated hare.... t , att.Lred ::Ere co .:is re:erenCE. The CGmItuait_ Itedevelonment Agency of the City of Santa Ana, a Dub. is >y, corporate and politic. ATTEST: EXECUTI'JE UidcCTO$/ R GIRDING 5cCRETA:cY CHAT �ti.i\ FOR NOTARY SEAL OR S7=m %UL T\\ IT ITY.It:CI, Ire 1'ila'1 •ll�.e\ p\' IVi11�M 1". 11\F: 11'\II I'vm so glo%0. ,mVI.\FPntx.. 1'CI1 V,Mt to nL) nee 75A-283 RECORDING REQUESTED BY 82-361609 �N 'wN,tN qtG; ` tp Nw,l`T* 9 OCtO w YNIMp OTN6w s OwN Ow, N k STwTCN6NTp Tp; NN.w, Clerk of the Council , -OROW IN 2MCVUL IE ovo. .ow.ttw City of Santa Ana EXEMPT C.— , 2u Civic center Plaza C1 9 LOAM Santa Ana, CA 92701 OCT 14'92 Title OrdL Su. SPACE ABOVE THIS LINE POP RECCROER'S USE The Nd ed tf l tdm the f. i"I' mm� tea Nrkr mp ,. Shxempt ❑ .ompmni on tl,c full .aloe of the imcmo or prvlRrty Ton,ared. or i. 'od I. ................. ❑ romputcvl oe the toll cal Yr Ic. the raI., of lien, or a cumbrance, remaining thr«on m the time of ;ale The fund, rnemarte or emit.,' i, located in ❑ unBrmriromed area (if in, of .....Santa Arta .... ., ..__.. ..... . .. and FOR ,A %ALCABLE CONSIDERATION. remipt of ..hich G hereby ar@noo lalged, The Community Redevelopment Agency of the C1ty of Santa Ana, a ?ubl is Dody, corporate anc politic t � �LigtM�tdtllatllKl6Yl64Y111tOtY1t01k1h2 7 herehy6fiA?T.S, to The City of Santa Ana, a mcniclpal corporation t w a the foile.,ine de-rihcd «al pngR-:.to BYCity of Santa Ana 71 Co.", of Orange � . .mtr of (;alifomia: All that C2r td In real property Sl tuatec in OL Jthe' $LOGE O? CdLi°JrR-d, i;OCnt "1 rdnyC, C1Lv Of jdntd Ana, described in cF!:1blt " 'J ••. �.+rNH'atmd heGc1R py L;;15 r�+E ^ , at -a". d aeCCCV a ec�nce. "I.115 ig f�. r•! f 4R• A. iJ�—JCl'yU`J deed or p-R•• dn•..d• t" ln�crest In real Crop. a.+nev. -c b. 'a A•,a, o poi: cical eonF rN g .on p` �a•ad� hnLf o. th. c ¢ov. rns••n!N. ^_3 ty C;>vn••t. rgvnn• to Rrrna Offic.r m open•. on b Sc. 5a_15A of th^ L'i •y Coupe i authorl ty rn^.•^rr•,rnd by (Cant^e con s.n's t•r t_ Adeptrd on oct,>.r L p'iQq retor•tq•Sor th.r. 10.:,0• and V., of by Nv.horizrd a• _ .. 1ty MNn RC+r STATE OF CALIFORNIA) COUNTY OF ORANGE ) SS pe mod_ tF,,gi before me, a Notary Public in and for ::aid State, persona y appeare ----- -- t ('erd 3 @ and t e xecutl ve rector an A,.n r0 me to ,man and Redevelo ecor ng ecretar t e a•''— pment Agency of the Cityof Santa Ana,,�Cali foorntiaely' of the Community corporate and Politic, of public body, the State of California, and known to me tc be the Persons who executed the within instrument on behalf of said agency, and acknowledged to me that they executed the same. WITNESS my hand and official seal. mn> Signature OFFICIAL T C e NGIL�AEAL N GREEN uBPC' tAUF.RNIA a f Al. GreP ou;cE am typ o� r pri�"nted� wr mAme t�;,p, �.6c� Civil Code Sec, 1191 EXHIBIT "D" TO DISPOSITION AND DEVELOPMENT AGREEMENT FORM OF NOTICE OF AGREEMENT [Attached behind this cover page] Exhibit "D" Form Of Notice Of Agreement 55394.00049\33239203.12 75A-285 RECORDING REQUESTED BY ) AND WHEN RECORDED MAIL TO: ) City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Attention: City Clerk (Space Above Line For Use By Recorder) [Recordation of this Document Is Exempt From Fees Payable to the Recorder Under Government Section Code 27383] CITY OF SANTA ANA Notice of Agreement TO ALL INTERESTED PERSONS PLEASE TAKE NOTICE that as of, 2020, Caribou Industries, Inc., a Nevada Corporation (the "Developer") and the City of Santa Ana, a California charter city in the County of Orange of the State of California (the "City"), entered into an agreement entitled "Disposition and Development Agreement" (the "Agreement"). A copy of the Agreement is on file with the City Clerk and is available for inspection and copying by interested persons as a public record of the City during the regular business hours of the City. The Agreement affects the real property (the "Property") described in Exhibit "A" attached to this Notice of Agreement. The meaning of defined terms used in this Notice of Agreement shall be the same as set forth in the Agreement. PLEASE TAKE FURTHER NOTICE that the Agreement contains certain community development covenants running with the land of the Site and other agreements between the Developer and the City affecting the Site, including, without limitation, (all section references are to the Agreement): 7.1 Maintenance Condition of the Property. The Developer for itself, its successors and assigns, covenants and agrees that: 7.1.1 Maintenance Standard. The entirety of the Property and the Project shall be maintained by the Developer in good condition and repair and in a neat, clean and orderly condition, ordinary wear and tear and casualty excepted, including, without limitation, maintenance, repair, reconstruction and replacement of any and all asphalt, concrete, landscaping, utility systems, irrigation systems, drainage facilities or systems, grading, subsidence, retaining walls or similar support structures, foundations, signage, ornamentation, and all other Exhibit "D" Form Of Notice Of Agreement 55 394.00049\3323920112 75A-286 improvements on or to the Property, now existing or made in the fixture by or with the consent of the Developer, as necessary to maintain the appearance and character of the Project and the Property. The Developer's obligation to maintain the Project and the Property described in the immediately preceding sentence shall include, without limitation, (i) maintaining the surfaces in a level, smooth and evenly covered condition with the type of surfacing material originally installed or such substitute as shall in all respects be equal in quality, use, and durability; (ii) removing all papers, mud, sand, debris, filth and refixse and thoroughly sweeping areas to the extent reasonably necessary to keep areas in a clean and orderly condition; (iii) removing or covering graffiti with the type of surface covering originally used on the affected area, (iv) placing, keeping in repair and replacing any necessary and appropriate directional signs, markers and lines; (v) operating, keeping in repair and replacing where necessary, such artificial lighting facilities as shall be reasonably required; (vi) providing security services as reasonably indicated; and (vii) maintaining, mowing, weeding, trimming and watering all landscaped areas and making such replacements of plants and other landscaping material as necessary to maintain the appearance and character of the landscaping, all at the sole cost and expense of the Developer. The Developer's obligation to maintain the Project and the Property described in the two immediately preceding sentences is, collectively, referred to in this Agreement as the "Maintenance Standard." The Developer may contract with a maintenance contractor to provide for performance of all or part of the duties and obligations of the Developer with respect to the maintenance of the Project and the Property; provided, however, that the Developer shall remain responsible and liable for the maintenance of the Project and the Property, at all times. 7.1.2 Maintenance Deficiency. If, at any time following the Close of Escrow, there is an occurrence of an adverse condition on any area of the Project or the Property in contravention of the Maintenance Standard (each such occurrence being a "Maintenance Deficiency"), then the City may Notify the Developer in writing of the Maintenance Deficiency. If the Developer fails to cure or commence and diligently pursue to cure the Maintenance Deficiency within thirty (30) calendar days following the Developer's receipt of Notice of the Maintenance Deficiency, the City may conduct a public hearing, following transmittal of written Notice of the hearing to the Developer, at least, ten (10) days prior to the scheduled date of such public hearing, to verify whether a Maintenance Deficiency exists and whether the Developer has failed to comply with the provisions of this Section 7.1. If, upon the conclusion of the public hearing, the City finds that a Maintenance Deficiency exists and remains uncured, the City shall have the right to enter the Project and the Property and perform all acts necessary to cure the Maintenance Deficiency, or to take any other action at law or in equity that may then be available to the City to accomplish the abatement of the Maintenance Deficiency. Any sum expended by the City for the abatement of a Maintenance Deficiency pursuant to this Section 7.1 shall be reimbursed to the City by the Developer, within thirty (30) calendar days after written demand for payment from the City. Any amount expended by the City for the abatement of a Maintenance Deficiency pursuant to this Section 7.1 that is not reimbursed to the City by the Developer within thirty (30) calendar days after written demand to the Developer for such reimbursement, shall accrue interest at the lesser of. (i) the rate of ten percent (10%) per annum or (ii) the Usury Limit, until paid in full. 7.1.3 Graffiti. Graffiti, as defined in Government Code Section 38772, that has been applied to the interior of the Parking Structure, or to any exterior surface of a structure or improvement on the Property, that is visible from any public right-of-way adjacent or contiguous Exhibit "D" Form Of Notice Of Agreement 55 394.00049\3323920112 75A-287 to the Property, shall be removed by the Developer by either painting over the evidence of such vandalism with a paint that has been color -matched to the surface on which the paint is applied or removed with solvents, detergents or water, as appropriate. If any such graffiti is not removed within seventy-two (72) hours following the time of the discovery of the graffiti, the City shall have the right to enter the Property and remove the graffiti, without Notice to the Developer. Any sum expended by the City for the removal of graffiti Property pursuant to this Section 7.1 shall be reimbursed to the City by the Developer, within thirty (30) calendar days after written demand for payment from the City. Any amount expended by the City for the removal of graffiti pursuant to this Section 7.1 that is not reimbursed to the City by the Developer within thirty (30) calendar days after written demand to the Developer for such reimbursement, shall accrue interest at the lesser of: (i) the rate often percent (10%) per annum or (ii) the Usury Limit, until paid in full. 7.1.4 Lien Rights. The obligations of the Developer and its successors and assigns under this Section 8.1 shall be secured by a lien against the Property. The Developer hereby grants to the City a security interest in the Property with the power to establish and enforce a lien or other encumbrance against the Property, in the manner provided in Civil Code Sections 2924, 2924b and 2924c, to secure the obligations of the Developer and it successors under this Section 7.1, including the reasonable attorneys' fees and costs of the City associated with the abatement of a Maintenance Deficiency or removal of graffiti. The recordation of the City Deed and the Notice of Agreement shall provide record Notice of such security interest in favor of the City. 7.1.5 Covenant Running with the Land. The covenant of this Section 8.1 shall be a covenant running with the land of the Property, binding successive owners of the Property, throughout the Covenant Period, and shall be enforceable by the City. 7.2 Obligation to Refrain from Discrimination. The Developer covenants and agrees for itself, its successors, its assigns and every successor -in -interest to all or any portion of the Property, that there shall be no discrimination against or segregation of any Person, or group of Persons, on account of gender, sexual orientation, marital status, race, color, religion, creed, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property nor shall the Developer, itself or any Person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of purchasers, the Developers, lessees, sub - the Developers, sub -lessees or vendees of the Property. The covenant of this Section 7.2 shall be a covenant running with the land of the Property and binding on successive owners of all or any portion of the Property, until the City issues the last Certificate of Completion for the Project. 7.3 Form of Non-discrimination and Non -segregation Clauses. The Developer covenants and agrees for itself, its successors, its assigns, and every successor -in -interest to all or any portion of the Property, that the Developer, such successors and such assigns shall refrain from restricting the sale, lease, sublease, rental, transfer, use, occupancy, tenure or enjoyment of all or any portion of the Property on the basis of gender, sexual orientation, marital status, race, color, religion, creed, ancestry or national origin of any Person. All deeds, leases or contracts pertaining to the Property or any part thereof shall contain or be subject to substantially the following non- discrimination or non -segregation covenants: Exhibit "D" Form Of Notice Of Agreement 55 394.00049\3323920112 75A-288 7.3.1 In Deeds: "The grantee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any Person or group of persons on account of race, color, creed, religion, gender, sexual orientation, marital status, national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment of the premises herein conveyed, nor shall the grantee or any Person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of the Developers, lessees, sub -the Developers, sub -lessee, or vendees in the premises herein conveyed. The foregoing covenants shall run with the land." 7.3.2 In Leases: "The Lessee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any Person or group of persons, on account of race, color, creed, religion, gender, sexual orientation, marital status, national origin, or ancestry, in the leasing, subleasing, transferring, use, occupancy, tenure, or enjoyment of the premises herein leased nor shall the lessee itself, or any Person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of the Developers lessees, sub -lessee, sub -the Developers, or vendees in the premises herein leased." 7.3.3 In Contracts: "There shall be no discrimination against or segregation of any Person or group of persons on account of race, color, creed, religion, gender, sexual orientation, marital status, national origin, or ancestry, in the sale, lease, sublease, transfer, use, occupancy, tenure, or enjoyment ofthe premises herein conveyed or leased, nor shall the transferee or any Person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use, or occupancy, of the Developers, lessees, sub -lessees, sub -the Developers, or vendees of the premises herein transferred." The foregoing provision shall be binding upon and shall obligate the contracting party or parties and any subcontracting party or parties, or other transferees under the instrument. THIS NOTICE OF AGREEMENT is dated as of 2020, and has been executed on behalf of the parties to the Agreement on the date indicated next to the signatures of their authorized officers. This Notice of Agreement may be executed in counterparts and when fully executed each counterpart shall be deemed to be one original instrument. CITY CITY OF SANTA ANA City Manager Exhibit "D" Form Of Notice Of Agreement 55 394.00049\3323920112 75A-289 ATTEST: City Clerk I_\ u u:Z6]V a 17_F.YI tell 1101INS a City Attorney DEVELOPER CARIBOU INDUSTRIES, INC. Its [ALL SIGNATURES MUST BE NOTARIZED] Exhibit "D" Form Of Notice Of Agreement 55 394.00049\3323920112 75A-290 EXHIBIT"A" TO NOTICE OF AGREEMENT Property LeEal Description [Attached behind this cover page] Exhibit "D" Form Of Notice Of Agreement 55 394.00049\3323920112 75A-291 EXHIBIT "A" TO NOTICE OF AGREEMENT PROPERTY LEGAL DESCRIPTION All of that certain real property situated in the State of California, County of Orange, City of Santa Ana, described as follows: Parcel 1: All of Lots 2, 3, 6 and the Southerly 10.00 feet of the Northerly 20.00 feet of Lot 5 in Block 11 and all of Lots 1, 2, 3, 4, 5, and 6 in Block 12 of the Town of Santa Ana, as shown on a Map recorded in Book 2, page 51 of Miscellaneous Records of Los Angeles County, California. Together with that portion of Sycamore Street, 60.00 feet wide, as shown on said Map, as vacated and described in that certain Resolution No. 82-17 of the City Council of the City of Santa Ana, a certified copy of which was recorded February 11, 1982, as Document No. 82-051577 of Official Records of Orange County, California, bounded Southerly by the North line of Third Street, 60.00 feet wide, and bounded Northerly by a line parallel with and distant Northerly 140.00 feet, measured at right angles, from said North line of Third Street. Excepting therefrom the Easterly 15.00 feet of said Lot 3 in said Block 11. Parcel 2: A perpetual easement for ingress and egress over the South 2.50 feet of the East 15.00 feet of Lot 3 in Block 11 of the Town of Santa Ana, as shown on Map recorded in Book 2, page 51 of Miscellaneous Records of Los Angeles County, California, as reserved in the Deed of J.E. Lieberg et al, dated June 5, 1923 and recorded in Book 475, page 362 of Deeds, records of Orange County, California. Parcel 3: The right to use that portion of a brick wall of the building on Lot 1 in Block 11 of the Town of Santa Ana, as per Map recorded in Book 2, page 51 of Miscellaneous Records of Los Angeles County, California, which adjoins the East boundary line of the South 25.00 feet of Lot 2 in said Block 11, as a party wall, as granted by that certain Agreement, dated July 1, 1919 by and between H.R. Andre, also known as Roy Andre, et al, as parties of the first part, and L.J. Carden et al, as parties of the second part, recorded August 19, 1919 in Book 341, page 362 of Deeds, Records of Orange County, California. Exhibit "D" Form Of Notice Of Agreement 55394.00049\33239203.12 75A-292 EXHIBIT "E" TO DISPOSITION AND DEVELOPMENT AGREEMENT FORM OF OFFICIAL ACTION OF DEVELOPER [Attached behind this cover page] Exhibit "E" Form Of Official Action Of Developer 55394.00049\33239203.12 75A-293 CERTIFICATION OF CORPORATION AUTHORITY Caribou Industries, Inc., a Nevada Corporation (the "Corporation"), does certify that any one (1) of the following named persons: i/. are, authorized and empowered for and on behalf of and in the name of the Corporation to execute and deliver that certain DISPOSITION AND DEVELOPMENT AGREEMENT, dated for reference purposes only (the "Agreement"), to purchase certain property, gener ly, located at 201 West Third Street California, to perform the other obligations of the Corporation set forth in the Agreement and all other documents to be executed in connection with the transactions contemplated in the Agreement, and to take all actions that may be considered necessary to conclude the transactions contemplated in the Agreement. The authority conferred shall be considered retroactively, and any and all acts authorized in this document that were performed before the execution of this certificate are approved and ratified. The authority conferred shall continue in full force and effect until the City shall have received notice in writing from the Corporation of the revocation of this certificate. We further certify that the activities covered by the foregoing certifications constitute duly authorized activities of the Corporation; that these certifications are now in full force and effect; and that there is no provision in any document under which the Corporation is organized and/or that governs the Corporation's continued existence limiting the power of the undersigned to make the certifications set forth in this certificate, and that the same are in conformity with the provisions of all such documents. Corporation: Name: Title: Name: Exlribit "E" Form Of Official Action Of Developer 55394.00049\33239203.12 75A-294 EXHIBIT "F-1" AND EXHIBIT "F-2" TO DISPOSITION AND DEVELOPMENT AGREEMENT Scope of Development/Site Plans � fll�� s °N ! M Imo• Iiffi II III=11 B I •fly [� � ��f�� r-I�fllflfl��F►�' �II �IY®Iti�, �,�i I ��I�I �}� Ili�lllll�ll I� II III .--Jl�..��.,•��.•��. ��.� 1 Rif OR Scope of Development 171 Residential Units 75 Room Hotel 13,419 Commercial Space 46 Parking spaces 444 Parking Spaces Exhibit "F" Scope of Development/Site Plan 55394.00049A33239203.12 75A-295 EXHIBIT "G" TO DISPOSITION AND DEVELOPMENT AGREEMENT Map of Proiect Site THIS HAP WAS PREPARED FOR 094N-E LOONfY ASSESSOR 0£11. Pom''S OIL,. iAE ASE50N mAKES NO ouARAhTlE AS 10 ITS ACCUFAC( N01 ASSOIAES MY L145H I rr FOR OINEH USES. R9r r0 OF HCP,400UC10. ALL RIGHTS PLL''SDI ® LOPM(GHI ORA@Gf COy'O' ASSESSOP LOa6 25 M. 55394.00049A33239203.12 201 West 3rd Street, Santa Ana CA 92701 APN: 3 98-264-13 25 § FOURTH auu xw I uln' ea• TOWN OF I STREET e a avr u• qs n $ 7 + IR 0 r¢ 9% a + O O 5 6 O + 5 I ua . I v 5 — 14 a. BLK. 12 R i Q 264 i &K. if I .O s Sla ____'r 2 1 's YHd4D Exhibit "G" Map of Project Site 75A-296 STREET "a EXHIBIT "H" TO DISPOSITION AND DEVELOPMENT AGREEMENT COMMUNITY WORKFORCE AGREEMENT (2017) Exhibit "H" (Community Workforce Agreement (2017)) 55 394.00049\3323920112 75A-297 INSURANCE NOT REQUIRED A-2017-189 WORK MAY PROCEED CLERK OF CO INCIL naTF: SEP 01 201 t 6� d' C AO tz) y,omkk (arvA(t%D COMMUNITY WORKFORCE AGREEMENT BY AND BETWEEN THE CITY OF SANTA ANA LOS ANGELESJORANGE COUNTIES BUILDING AND CONSTRUCTION TRADES COUNCIL AND THE SIGNATORY CRAFT COUNCILS AND UNIONS 75A-298 TABLE OF CONTENTS Page ARTICLE l DEFINITIONS 3 ARTICLE 2 SCOPE OF THE AGREEMENT 5 ARTICLE 3 UNION RECOGNITION AND EMPLOYMENT 8 ARTICLE 4 UNION ACCESS AND STEWARDS 12 ARTICLE 5 WAGES AND BENEFITS 13 ARTICLE 6 HOURS OF WORK, OVERTIME, SHIFTS AND HOLIDAYS 14 ARTICLE 7 WORK STOPPAGES AND LOCKOUTS 16 ARTICLE 8 WORK ASSIGNMENTS AND JURISDICTIONAL DISPUTES 20 ARTICLE 9 MANAGEMENT RIGHTS 21 ARTICLE 10 SETTLEMENT OF GRIEVANCES AND DISPUTES 23 ARTICLE 11 REGULATORY COMPLIANCE 25 ARTICLE 12 SAFETY AND PROTECTION OF PERSON AND PROPERTY 25 ARTICLE 13 TRAVEL AND SUBSISTENCE 26 ARTICLE 14 APPRENTICES 26 ARTICLE 15 WORKING CONDITIONS 27 ARTICLE 16 PRE -JOB CONFERENCES 28 ARTICLE 17 LABOR/MANAGEMENT COOPERATION 28 ARTICLE 18 SAVINGS AND SEPARABILITY 29 ARTICLE 19 WAIVER 29 ARTICLE 20 AMENDMENTS 29 ARTICLE 21 DURATION OF THE AGREEMENT 30 ATTACHMENT A — LETTER OF ASSENT 33 ATTACHMENT B — ZIP CODES 34 ATTACHMENT C — CRAFT REQUEST FORM 39 ATTACHMENT D — LIST OF NEUTRAL ARBITRATORS 41 ATTACHMENT E— SUBSTANCE ABUSE POLICY 42 Final Draft Community Workforce Agreement 6.22.17 2 City of Santa Ana 75A-299 CITY OF SANTA ANA COMMUNITY WORKFORCE AGREEMENT This Community Workforce Agreement ("Agreement") is entered into effective as of 2017, by and between the City of Santa Ana, a municipal corporation ("City"), the Los Angeles/Orange Counties Building and Construction Trades Council ("Trades Council"), and the signatory Craft Councils and Local Unions signing this Agreement (collectively, the "Union" or "Unions"). This Agreement establishes the labor relations policies and procedures for the City, the Contractors awarded contracts for Project Work and for the crafts persons employed by the Contractors and represented by the Unions engaged in the Project Work as more fully described below. The City, Trades Council and Unions are hereinafter referred to herein, as the context may require, as "Party" or "Parties." It is understood by the Parties to this Agreement that for the duration of this Agreement, it shall be the policy of the City for all Project Work (as defined in Section 2.2.) to be contracted exclusively to Contractors who agree to execute and be bound by the terms of this Agreement, directly or through the Letter of Assent (a form of which is attached as "Attachment A"), and to require each of its subcontractors, of whatever tier, to become so bound. The City shall include, directly or by incorporation by reference, the requirements of this Agreement in the advertisement of and/or specifications for each and every contract for Project Work to be awarded by the City. It is further understood that the City shall actively administer and enforce the obligations of this Agreement to ensure that the benefits envisioned from it flow to all Parties, the Contractors and crafts persons working under it, and the residents of the City. The City shall therefore designate a "CWA Administrator," either from its own staff or an independent contractor, to serve as the City's liaison for Contractors and other persons; monitor compliance with this Agreement; assist, as the authorized representative of the City, in developing and implementing the programs referenced herein, all of which are critical to fulfilling the intent and purposes of the Parties and this Agreement; and to otherwise implement and administer this Agreement. ARTICLE 1 DEFINITIONS Section 1.1 "Agreement" or "CWA" means this Community Workforce Agreement. Section 1.2 "Apprentice" means those employees indentured and participating in a Joint Labor/Management Apprenticeship Program approved by the State of California, Department of Industrial Relations, Division of Apprenticeship Standards. Section 1.3 "Construction Contract" or "Construction Contracts" means any contract entered into by the City, for the construction of Project Work as specified in Section 2.2. Section 1.4 "Contractor" means any individual firm, partnership or corporation, or combination thereof, including joint ventures, which is an independent business enterprise and which has entered into a Construction Contract with the City or any of its contractors or any of Final Draft Community Workforce Agreement 6.22.17 3 City of Santa Ana 75A-300 the City's or contractor's subcontractors of any tier, with respect to the construction of any part of a Project under contract terms and conditions approved by the City and which incorporate this Agreement. Section 1.5 "City" means the City of Santa Ana. Section 1.6 "Joint Labor/Management Apprenticeship Program" means a joint Union and Contractor administered apprenticeship program certified by the State of California, Department of Industrial Relations, Division of Apprenticeship Standards. Section 1.7 "Letter of Assent" means the document that each Contractor (of any tier) must sign and submit to the City before beginning any Project Work, which formally binds such Contractor(s) to adherence to all the forms, requirements and conditions of this Agreement in the form attached hereto as "Attachment A." Section 1.8 "CWA Administrator" means the City's authorized representative who will be the liaison between the City, Contractors, and the Unions; responds to inquiries about the CWA; charged with monitoring compliance with the CWA, developing and implementing programs set forth in the CWA including but not limited to grievance procedures. Section 1.9 "Project", "Project Work" or "City Project" means the demolition and construction work to be performed on City property or within easements secured by the City consisting of the construction of public works, pursuant to a Construction Contract entered into by the City Section 1.10 "Specialty Contracts" means a contract for Project Work with a specialty contractor which is either limited to a particular single trade or craft or limited to a singular scope of work (i.e. installing a toilet.) Section 1.l l "Master Labor Agreements" means the local collective bargaining agreements of the signatory Unions having jurisdiction over the Project Work and which have signed this Agreement. Section 1.12 "Subscription Agreement" means the contract between a Contractor and a Union's Labor/Management Trust Fund(s) that allows the Contractor to make the appropriate fringe benefit contributions in accordance with the terms of the Master Labor Agreements. Section 1.13 The use of masculine or feminine gender or titles in this Agreement should be construed as including both genders and not as gender limitations unless the Agreement clearly requires a different construction. Further, the use of Article titles and/or Section headings are for information only, and carry no legal significance. Final Draft Community Workforce Agreement 6,22.17 4 City of Santa Ana 75A-301 ARTICLE 2 SCOPE OF THE AGREEMENT Section 2.1 General This Agreement shall apply to all of the City's Project Work, as defined in Section 1.9, performed by those Contractor(s) of whatever tier that have contracts awarded for such work, for the development of the City's facilities which, jointly, constitute the Project, and have been designated by the City for construction or rehabilitation. Section 2.2 Specific Project Work covered by this Agreement is defined and limited to: 2.2.1 All construction and major rehabilitation work pursuant to "prime multi -trade construction_ contracts" that exceed two hundred and fifty thousand dollars ($250,000) and all subcontracts flowing from these prime multi -trade contracts; and 2.2.2 All prime "Specialty Contracts," as defined in Section 1.10 that exceed one hundred thousand ($100,000) and all subcontracts flowing from these specialty contracts; and 2.2.3 The City may, at any time and at its sole discretion, determine to build additional buildings, facilities, and other projects under this Agreement which are not otherwise covered as Project Work. 2.2.4 This Agreement is not intended to, and shall not apply to any work performed at any time prior to the effective date, or after the expiration or termination of this Agreement, except as otherwise provided herein. This Agreement shall in no way limit the City's right to terminate, modify or rescind any construction contract and/or any related subcontract or agreement. Should the City remove or terminate any contract or agreement for construction that does not fall within the scope of this Agreement and thereafter authorize that work be commenced on any contract for such construction, the contract for construction shall be performed under the terms of this Agreement. Section 2.3 Bundling of Contracts 2.3.1 The City, in its sole discretion, may seek to group (or "bundle") for bidding, contracts not meeting the threshold of Section 2.2 above. (Small contracts for like types of work, scheduled to be undertaken at the same facility or on the same project site, and within the same timeframe, will be considered for such bundling, consistent with economies of scale, and the purposes of this Agreement); and 2.3.2 Project Work will not be intentionally split, divided or otherwise separated for contract award purposes to avoid application of this Agreement. Section 2.4 Applicability This Agreement shall not apply to any work of any Contractor other than that on Project Work specifically covered by this Agreement. Section 2.5 Exclusions Items specifically excluded from the scope of this Agreement include the following: Final Draft Community Worldorce Agreement 6.22.17 5 City of Santa Ana 75A-302 2.5.1 Work of non -manual employees, including but not limited to: superintendents; teachers; supervisors (except those covered by Master Labor Agreements above the level of general foreman); staff engineers; time keepers; mail carriers; clerks; office workers; messengers; guards; safety personnel; emergency medical and first aid technicians; and other professional, engineering, executive, administrative, supervisory and management employees; 2.5.2 Equipment and machinery owned or controlled and operated by the City; 2.5.3 All off -site manufacture and handling of materials, equipment or machinery; provided, however, that lay down or storage areas for equipment or material and manufacturing (prefabrication) sites, dedicated solely to the Project, and the movement of materials or goods between such locations and a Project site are within the scope of this Agreement; 2.5.4 All work performed by City employees, the CWA Administrator, design teams (including, but not limited to architects engineers and master planners), or any other consultants for the City (including, but not limited to, project managers and construction managers and their employees where not engaged in Project Work) and their sub -consultants, and other employees of professional service organizations, not performing manual labor within the scope of this Agreement; provided, however, that it is understood and agreed that Building/Construction Inspector and Field Soils and Materials Testers (Inspectors) are a covered craft under the Agreement. This inclusion applies to the scope of work defined in the State of California Wage Determination for said Craft. This shall also specifically include such work where it is referred to by utilization of such terms as "quality control' or "quality assurance." Every Inspector performing under the wage classification of 'Building/Construction Inspector and Field Soils and Material Testers under a professional services agreement or a construction contract shall be bound to all applicable requirements of the PLA. Covered Work as defined by this Agreement shall be performed pursuant to the terms and conditions of this Agreement regardless of the manner in which the work was awarded; 2.5.5 Any work performed near, or leading to a site of work covered by this Agreement and undertaken by state, county or other governmental bodies, or their Contractors; or by public utilities, or their Contractors; and/or by adjacent third party landowners; and/or by the City or its Contractors (for work which is not within the scope of this Agreement); 2.5.6 Off -site maintenance of leased equipment and on -site supervision of such work; 2.5.7 Work by employees of a manufacturer or vendor supervising the work of Craft employees under this Agreement, necessary to maintain such manufacturer's or vendor's warranties or guaranty; 2.5.8 Non -construction support services contracted by the City, City consultants, the CWA Administrator, or Contractor in connection with a Project; 2.5.9 Laboratory work for testing. Final Draft Community Workforce Agreement 6,22.17 6 City of Santa Ana 75A-303 2.5.10 Coverage Exception This Agreement shall not apply if the City receives funding or assistance from any Federal, State, local or other public entity for the Construction Contract if a requirement, condition or other term of receiving that funding or assistance, at the time of the awarding of the contract, is that the City not require, bidders, contractors, or other persons or entities to enter into an agreement with one or more labor organizations. The City agrees that it will make every effort to establish the enforcement of this Agreement with any governmental agency or granting authority. Section 2.6 Awarding of Contracts for Project Work 2.6.1 The City and/or the Contractors, as appropriate, have the absolute right to award contracts or subcontracts on Project Work to any Contractor notwithstanding the existence or non-existence of any agreements between such Contractor and any Union parties, provided only that such Contractor is ready, willing, and able to execute and comply with this Agreement should such Contractor be awarded work covered by this Agreement. 2.6.2 It is agreed that all Contractors of whatever tier, who have been awarded Project Work contracts, shall be required to accept and be bound to the terms and conditions of this Agreement, and shall evidence their acceptance by the execution of the Letter of Assent set forth in "Attachment A" hereto, prior to the commencement of any Project Work. At the time that any Contractor enters into a subcontract with any subcontractor of any tier providing for the performance of the construction contract, the Contractor shall provide a copy of this Agreement to said subcontractor and shall require the subcontractor, as a part of accepting the award of a construction subcontract, to agree in writing in the form of a Letter of Assent to be bound by each and every provision of this Agreement prior to the commencement of work on the Project. No Contractor or subcontractor shall commence Project Work without having first provided a copy of the Letter of Assent as executed by it to the CWA Administrator and to the Trades Council before the commencement of Project Work. Section 2.7 Master Labor Agreements 2.7.1 The provisions of this Agreement, including the Master Labor Agreements as such may be changed from time -to -time and which also are incorporated herein by reference, shall apply to Project Work. This Agreement is not intended to supersede such Master Labor Agreements between any of the Employers performing construction work on the Project and a Union signatory thereto except to the extent the provisions of this Agreement are inconsistent with such Master Labor Agreements, in which event the provisions of this Agreement shall apply. However, such does not apply to work performed under the National Cooling Tower Agreement, the National Stack Agreement, the National Transit Division Agreement (NTD), work within the jurisdiction of the International Union of Elevator Constructors, and all instrument calibration and loop checking work performed under the terms of the UA/1BE W Joint National Agreement for Instrument and Control Systems Technicians except that Article 9 dealing with Strikes, Work Stoppages and Lock -Outs, Work Assignments and Jurisdictional Disputes, and Settlement of Grievances and Disputes shall apply to such work. Where a subject is covered by the provisions of a Master Labor Agreement and not in conflict with the provisions of this Agreement, the provisions of the Master Labor Agreement shall apply. It is specifically Final Draft Community Workforce Agreement 6.22.17 7 City of Santa Ana 75A-304 agreed that no later agreement shall be deemed to have precedence over this Agreement unless signed by all parties signatory hereto who are then currently employed or represented at the Project. Any dispute as to the applicable source between this Agreement and any Master Labor Agreements for determining the wages, hours of working conditions of employees on this Project shall be resolved under the procedures established in Article 10. 2.7.2 It is understood that this Agreement, together with the referenced Master Labor Agreements, constitutes a self-contained, stand-alone agreement and by virtue of having become bound to this Agreement, the Contractor will not be obligated to sign any other local, area or national collective bargaining agreement as a condition of performing work within the scope of this Agreement (provided, however, that the Contractor may be required to sign a uniformly applied, non-discriminatory Subscription Agreement at the request of the trustees or administrator of a bust fund established pursuant to Section 302 of the Labor Management Relations Act, and to which such Contractor is bound to make contributions under this Agreement, provided that such Subscription Agreement does not purport to bind the Contractor beyond the terms and conditions of this Agreement and/or expand its obligation to make contributions pursuant thereto). It shall be the responsibility of the prime Contractor to have each of its subcontractors sign the appropriate Subscription Agreement, with the appropriate Craft Union prior to the subcontractor beginning work on Project Work. Section 2.8 Binding Signatories Only This Agreement shall only be binding on the signatory Parties hereto, and shall not apply to the parents, affiliates, subsidiaries, or other ventures of any such Party not performing Project Work. Section 2.9 Other City Work Nothing contained herein shall be interpreted to prohibit, restrict, or interfere with the performance of any other operation, work or function not covered by this Agreement, which may be performed by City employees or contracted for by the City for its own account, on its property or in and around a'Project site. Section 2.10 Separate Liability It is understood that the liability of the Contractor(s) and the liability of the separate Unions under this Agreement shall be several and not joint. The Unions agree that this Agreement does not have the effect of creating any joint employment status between or among the City or CWA Administrator and/or any Contractor. Section 2.11 Completed Project Work As areas of Project Work are accepted by the City, this Agreement shall have no further force or effect on such items or areas except where the Contractor is directed by the City or its representatives to engage in repairs, modification, check- out and/or warranties functions required by its contract(s) with the City under the original contract. ARTICLE 3 UNION RECOGNITION AND EMPLOYMENT Section 3.1 Reco nip tion The Contractor recognizes the Trades Coimcil and the Unions as the sole and exclusive bargaining representative for the employees engaged in Project Work. Final Drain. Community Workforce Agreement 6.22.17 8 City of Santa Ana 75A-305 Contractors further recognize that the Unions shall be the primary source of all craft labor employed on the Projects. In the event that a Contractor has its own core workforce, said Contractor shall follow the procedures outlined below. Section 3.2 Contractor Selection of Employees The Contractor shall have the right to determine the competency of all employees, the number of employees required, the duties of such employees within their craft jurisdiction, and shall have the sole responsibility for selecting employees to be laid off, consistent with Section 3.3 and Section 4.3, below. The Contractor shall also have the right to reject any applicant referred by a Union for any reason, subject to any reporting pay required by Section 6.6; provided, however, that such right is exercised in good faith and not for the purpose of avoiding the Contractor's commitment to employ qualified workers through the procedures endorsed in this Agreement. Section 3.3 Referral Procedures 3.3.1 For signatory Unions now having a job referral system contained in a Master Labor Agreement, the Contractor agrees to comply with such system and it shall be used exclusively by such Contractor, except as modified by this Agreement. Such job referral system will be operated in a nondiscriminatory manner and in full compliance with federal, state, and local laws and regulations which require equal employment opportunities and non- discrimination. All of the foregoing hiring procedures, including related practices affecting apprenticeship, shall be operated so as to consider the goals of the City to encourage employment of City residents on the Project, and to facilitate the ability of all Contractors to meet their employment needs. 3.3.2 The local Unions will exert their best efforts to recruit and refer sufficient numbers of skilled craft workers to fulfill the labor requirements of the Contractor, including specific employment obligations to which the Contractor may be legally and/or contractually obligated; and to refer apprentices as requested to develop a larger, skilled workforce. The Unions will work with their affiliated regional and national unions, and jointly with the CWA Administrator and others designated by the City, to identify and refer competent craft persons as needed for Project Work, and to identify and hire individuals, particularly residents of the City, for entrance into joint labor/management apprenticeship programs, or to participate in other identified programs and procedures to assist individuals in qualifying and becoming eligible for such apprenticeship programs, all maintained to increase the available supply of skilled craft personnel for Project Work and future constriction of maintenance work to be undertaken by the City. 3.3.3 The Union shall not knowingly refer an employee currently employed by a Contractor on a covered Project to any other Contractor. Section 3.4 Non -Discrimination in Referral, Employment, and Contracting The Unions and Contractors agree that they will not discriminate against any employee or applicant for employment in hiring and dispatching on the basis of race, color, religion, sex, gender, national origin, age, membership in a labor organization, sexual orientation, political affiliation, marital status or disability. Further, it is recognized that the City has certain policies, programs, and Final Drall Community Workforce Agreement 6.22.17 9 City of Santa Ana 75A-306 goals for the utilization of local small business enterprises. The Parties shall jointly endeavor to assure that these commitments are fully met, and that any provisions of this Agreement which may appear to interfere with local small business enterprises successfully bidding for work within the scope of this Agreement shall be carefully reviewed, and adjustments made as may be appropriate and agreed upon among the Parties, to ensure full compliance with the spirit and letter of the City's policies and commitment to its goals for the significant utilization of local small businesses as direct Contractors or suppliers for Project Work. Section 3.5 Employment of City Residents 3.5.1 The Unions and Contractors agree that, to the extent allowed by law, and as long as they possess the requisite skills and qualifications, the Unions will exert their best efforts to refer and/or recruit sufficient numbers of skilled craft "Local Residents" as defined herein, as well as Veterans, to fulfill the requirements of the Employers. In recognition of the fact that the City and the communities surrounding Project Work will be impacted by the construction of the Project Work, the parties agree to support the hiring of workers from the residents of these surrounding areas, as well as Veterans, for Project Work. Towards that end, the Unions shall exert their best efforts to encourage and provide referrals and utilization of qualified workers residing in those U. S. Postal Service zip codes which overlap all of the City of Santa Ana, as set forth in "Attachment B" attached hereto, as well as Veterans, regardless of where they reside. If the Unions cannot provide the Contractors in the attainment of a sufficient number of Veterans and Local Residents from within the first tier zip codes, the Unions shall exert their best efforts to then recruit and identify for referral Local Residents residing within Orange Comity. 3.5.2 A goal of 30% of the total work hours shall be performed from workers residing within the areas described in Section 3.5.1, as well as Veterans, regardless of where they reside. 3.5.3 The Unions agree to support the operation of pre -apprentice referral programs in the City. Further, the Unions agree to place on their referral roles or in their apprentice training programs, as appropriate and needed, qualified persons sent to them by designated City organizations or other organizations working with the City to increase construction industry work opportunities for City residents. Section 3.6 Requirements on Contractors To facilitate the dispatch of Local Residents and Veterans, all Contractors will be required to utilize the Craft Employee Request Form whenever they are requesting the referral of any employee from a Union referral list for any Covered Project, a sample of which is attached as "Attachment C." When Local Residents and Veterans are requested by the Employers, the Unions will refer such workers regardless of their place in the Unions' hiring halls' list and normal referral procedures. Section 3.7 Helmets to Hardhats The Contractors and the Unions recognize a desire to facilitate the entry into the building and construction trades of Veterans who are interested in careers in the building and construction industry. The Contractors and Unions agree to utilize the services of non-profit Veterans support organizations, including but not limited to, the Center for Military Recruitment, Assessment and Veterans Employment (hereinafter "Center") and the Center's "Helmets to Hardhats" program to serve as a resource for preliminary orientation, Final Draft Community Workforce Agreement 6.22.17 10 City of Santa Ana 75A-307 assessment of construction aptitude, referral to apprenticeship programs or hiring halls, counseling and mentoring, support network, employment opportunities and other needs as identified by the Parties. For purposes of this Agreement the term "Eligible Veteran" shall have the same meaning as the term "veteran" as defined under Title 5, Section 2108(1) of the United States Code as the same may be amended or re -codified from time to time. It shall be the responsibility of each qualified applicant to provide the Unions with proof of his/her status as an Eligible Veteran. 3.7.1 The Unions and Contractors agree to coordinate with non-profit Veteran organizations, including, the Center to create and maintain an integrated database of veterans interested in working on this Project Work and of apprenticeship and employment opportunities for working on Project Work. To the extent permitted by law, the Unions will give credit to such Veterans for bona fide, provable past experience. Section 3.8 Core Employees 3.8.1 Contractors not currently signatory to a Master Labor Agreement may employ, as needed, first, a member of his core workforce, then an employee through a referral from the appropriate Union hiring hall, then a second core employee, then a second employee through the referral system, and so on until a maximum of five (5) core employees are employed, thereafter, all additional employees in the affected trade or craft shall be requisitioned from the craft hiring hall in accordance with Section 3.3. In the laying off of employees, the number of core employees shall not exceed one-half plus one of the workforce for an employer with 10 or fewer employees, assuming the remaining employees are qualified to undertake the work available. As part of this process, and in order to facilitate the contract administration procedures, as well as appropriate fringe benefit fund coverage, all Contractors shall require their core employees and any other persons employed other than through the referral process, to register with the appropriate Union hiring hall, if any, prior to their first day of employment at a project site. 3.8.2 The core work force is comprised of those employees whose names appeared on the Contractor's active payroll for sixty (60) of the one hundred (100) working days immediately before award of Project Work to the Contractor; who possess any license required by state or federal law for the Project Work to be performed; who have the ability to safely perform the basic functions of the applicable trade and who have been residing within Orange County for the one hundred (100) working days immediately prior to the award of Project Work to the Contractor. 3.8.3 Prior to each Contractor perfom7ing any work on the Project, each Contractor shall provide a list of his core employees to the CWA Administrator and the Trades Council. Failure to do so will prohibit the Contractor from using any core employees. Upon request by any Party to this Agreement, the Contractor hiring any core employee shall provide satisfactory proof (i.e., payroll records, quarterly tax records, driver's license, voter registration, postal address and such governmental documentation) evidencing the core employee's qualification as a core employee to the CWA Administrator and the Trades Council. Final Draft Community Workforce Agreement 6.22.17 11 City of Santa Ana 75A-308 Section 3.9 Time for Referral If any Union's registration and referral system does not fulfill the requirements for specific classifications requested by any Contractor within forty-eight (48) hours (excluding Saturdays, Sundays and holidays), that Contractor may use employment sources other than the Union registration and referral services, and may employ applicants meeting such classification from any other available source. The Contractors shall inform the Union of any applicants hired from other sources and such applicants shall register with the appropriate hiring hall, if any, before commencing work. Section 3.10 Lack of Referral Procedure If a signatory Union does not have a job referral system as set forth in Section 3.3 above, the Contractors shall give the Union equal opportunity to refer applicants. Contractors shall notify the Union of employees so hired, as set forth in Section 3.5. Section 3.11 Union Membership No employee covered by this Agreement shall be required to join any Union as a condition of being employed, or remaining employed, for the completion of Project Work; provided, however, that any employee who is a member of the referring Union at the time of referral shall maintain that membership in good standing while employed under this Agreement. All employees shall, however, be required to comply with the Union security provisions of the applicable Master Labor Agreement for the period during which they are performing on -site Project Work to the extent, as permitted by law, of rendering payment of the applicable monthly and working dues only, as uniformly required of all craft employees while working on the Project and represented by the applicable signatory Union. Section 3.12 Individual Seniority Except as provided in Section 4.3, individual seniority shall not be recognized or applied to employees working on Project Work; provided, however, that group and/or classification seniority in a Union's Master Labor Agreement as of the effective date of this Agreement shall be recognized for purposes of layoffs. Section 3.13 Foremen The selection and number of craft foreman and/or general foreman shall be the responsibility of the Contractor. All foremen shall take orders exclusively from the designated Contractor representatives. Craft foreman shall be designated as working foreman at the request of the Contractors. Section 3.14 Out of State Workers In detenriming compliance with the targeted hiring goals of Section 3.5 above, hours of Project Work performed by residents of states other than California will be excluded from the calculation. ARTICLE 4 UNION ACCESS AND STEWARDS Section 4.1 Access to Project Sites Authorized representatives of the Union shall have access to Project Work, provided that they do not interfere with the work of employees and further provided that such representatives shall notify the person charged with on -site project supervision and fully comply with posted visitor, security and safety rules. Final Draft Community Workforce Agreement 622.17 12 City of Santa Ana 75A-309 Section 4.2 Stewards 4.2.1 Each signatory Union shall have the right to dispatch a working journeyperson as a steward for each shift, and shall notify the Contractor in writing of the identity of the designated steward or stewards prior to the assumption of such person's duties as steward. Such designated steward or stewards shall not exercise any supervisory functions. There will be no non -working stewards. Stewards will receive the regular rate of pay for their respective crafts. 4.2.2 In addition to his/her work as an employee, the steward should have the right to receive, but not to solicit, complaints or grievances and to discuss and assist in the adjustment of the same with the employee's appropriate supervisor. Each steward should be concerned only with the employees of the steward's Contractor and, if applicable, subcontractor(s), and not with the employees of any other Contractor. A Contractor will not discriminate against the steward in the proper performance of his/her Union duties. 4.2.3 When a Contractor has multiple, non-contiguous work locations at one site, the Contractor may request and the Union shall appoint such additional working stewards as the Contractor requests to provide independent coverage of one or more such locations. In such cases, a steward may not service more than one work location without the approval of the Contractor. 4.2.4 The stewards shall not have the right to determine when overtime shall be worked or who shall work overtime. Section 4.3 Steward Layoff/Discharge Contractor agrees to notify the appropriate Union twenty-four (24) hours before the layoff of a steward, except in the case of disciplinary discharge for just cause. If the steward is protected against such layoff by the provisions of the applicable Master Labor Agreement, such provisions shall be recognized when the steward possesses the necessary qualifications to perform the remaining work. In any case in which the steward is discharged or disciplined for just cause, the appropriate Union will be notified immediately by the Contractor, and such discharge or discipline shall not become final (subject to any later filed grievance) until twenty-four (24) hours after such notice has been given. ARTICLE 5 WAGES AND BENEFITS Section 5.1 Wages All employees covered by this Agreement shall be classified in accordance with work performed and paid by the Contractors the hourly wage rates for those classifications in compliance with the applicable prevailing wage rate determination established pursuant to applicable law. If a prevailing rate increases under law, the Contractor shall pay that rate as of its effective date under the law. This Agreement does not relieve Contractors directly signatory to a Master Labor Agreement with one of the Unions signing this Agreement from paying all of the wages set forth in such Agreements. Final Draft Community Workforce Agreement 6.22.17 13 City of Santa Ana 75A-310 Section 5.2 Benefits 5.2.1 Contractors shall pay contributions to the established employee benefit funds in the amounts designated in the appropriate Master Labor Agreement and make all employee — authorized deductions in the amounts designated in the appropriate Master Labor Agreement, however, such contributions shall not exceed the contribution amounts set forth in the applicable prevailing wage determination. This Agreement does not relieve Contractors directly signatory to one or more of the Master Labor Agreements from making all contributions set forth in those Master Labor Agreements without reference to the foregoing. 5.2.2 The Contractor adopts and agrees to be bound by the written terms of the applicable, legally established, trust agreement(s) specifying the detailed basis on which payments are to be made into, and benefits paid out of, such trust funds for its employees. The Contractor authorizes the Parties to such trust funds to appoint trustees and successor trustees to administer the trust funds and hereby ratifies and accepts the trustees so appointed as if made by the Contractor. 5.2.3 Each Contractor and subcontractor is required to certify to the CWA Administrator that it has paid all benefit contributions due and owing to the appropriate Trust(s) prior to the receipt of its final payment and/or retention. Further, upon timely notification by a Union to the CWA Administrator, the CWA Administrator shall work with any prime Contractor or subcontractor who is delinquent in payments to assure that proper benefit contributions are made, to the extent of requesting the City or the prime Contractor to withhold payments otherwise due such Contractor, until such contributions have been made or otherwise guaranteed. Section 5.3 Wage Premiums Wage premiums, including but not limited to pay based on height of work, hazard pay, scaffold pay and special skills shall not be applicable to work under this Agreement, except to the extent provided for in any applicable prevailing wage determination. ARTICLE 6 HOURS OF WORK, OVERTIME, SHIFTS AND HOLIDAYS Section 6.1 Hours of Work Eight (8) hours per day between the hours of 6:00 a.m. and 5:30 p.m., plus one-half ('/Z) hour unpaid lunch approximately mid -way through the shift, shall constitute the standard work day. Forty (40) hours per week shall constitute a regular week's work. The work week will start on Sunday and conclude on Saturday. The foregoing provisions of this Article are applicable unless otherwise provided in the applicable prevailing wage determination, or unless changes are permitted by law and such are agreed upon by the Parties. Nothing herein shall be construed as guaranteeing any employee eight (8) hours per day or forty (40) hours per week, or a Monday through Friday standard work schedule. Section 6.2 Place of Work Employees shall be at their place of work (as designated by the Contractor), at the starting time and shall remain at their place of work, performing their assigned functions, until quitting time. The place of work is defined as the gang or tool box or equipment at the employee's assigned work location or the place where the foreman gives Final Draft Community Workforce Agreement 6.22.17 14 City of Santa Ana 75A-311 instructions. The Parties reaffirm their policy of a fair day's work for a fair day's wage. Except as provided in Section 6.6, there shall be no pay for time not worked unless the employee is otherwise engaged at the direction of the Contractor. Section 6.3 Overtime Overtime shall be paid in accordance with the requirements of the applicable prevailing wage determination. There shall be no restriction on the Contractor's scheduling of overtime or the nondiscriminatory designation of employees who will work overtime. There shall be no pyramiding of overtime (payment of more than one form of overtime compensation for the same hour) under any circumstances. Section 6.4 Shifts and Alternate Work Schedules 6.4.1 Alternate starting and quitting time and/or shift work may be performed at the option of the Contractor upon three (3) days' prior notice to the affected Union(s), unless a shorter notice period is provided for in the applicable Master Labor Agreement If two shifts are worked, each shall consist of eight (8) hours of continuous work exclusive of a one-half ('/2) hour non -paid lunch period, for eight (8) hours pay. The last shift shall start on or before 6:00 p.m. The first shift starting at or after 6:00 a.m. is designated as the first shift, with the second shift following. 6.4.2 Contractors, the Trades Council and the Union recognize the economic impact upon the City and City residents of the Project being widertaken by the City and agree that all Parties to this Agreement desire and intend Project Work to be undertaken in a cost efficient and effective manner to the highest standard of quality and craftsmanship. Recognizing the economic conditions, the Parties agree that, except to the extent permitted by law, employees performing Project Work shall not be entitled to any differentials or additional pay based upon the shift or work schedule of the employees. Instead, all employees working on Project Work shall be paid at the same base rate regardless of shift or work schedule worked. 6.4.3 Because of operational necessities, the second shift may, at the City's direction, be scheduled without the preceding shift having been worked. It is recognized that the City's operations and/or mitigation obligations may require restructuring of normal work schedules. Except in an emergency or when specified in the City's bid specification, the Contractor shall give affected Union(s) at least three (3) days' notice of such schedule changes. Section 6.5 Holidays Recognized holidays for Project Work shall be those set forth and governed by the prevailing wage determination(s) applicable to such Project Work. Section 6.6 Show -up Pay 6.6.1 Except as otherwise required by State law, Employees reporting for work and for whom no work is provided, except when given prior notification not to report to work, shall receive two (2) hours pay at the regular straight time hourly rate. Employees who are directed to start work shall receive four (4) hours of pay at the regular straight time hourly rate. Employees who work beyond four (4) hours shall be paid for actual hours worked. Whenever reporting pay is provided for employees, they will be required to remain at the Project Site and available for Final Draft Community Workforce Agreement 6.22.17 15 City of Santa Ana 75A-312 work for such time as they receive pay, unless released earlier by the principal supervisor of the Contractor(s) or his/her designated representative. Each employee shall furnish his/her Contractor with his/her current address and telephone number, and shall promptly report any changes to the Contractor. 6.6.2 An employee called out to work outside of his/her shift shall receive a minimum of two (2) hours pay at the appropriate rate. This does not apply to time worked as an extension of (before or after) the employee's normal shift. 6.6.3 When an employee leaves the job or work location of his/her own volition, or is discharged for cause or is not working as a result of the Contractor's invocation of Section 12.3, the employee shall only be paid for actual time worked. Section 6.7 Meal Periods The Contractor will schedule a meal period of no more than one- half hour duration at the work location at approximately mid -point of the schedule shift; provided, however, that the Contractor may, for efficiency of the operation, establish a schedule which coordinates the meal periods of two or more crafts. An employee may be required to work through his meal period because of an emergency or a threat to life or property, or for such other reasons as are in the applicable Master Labor Agreement, and if he is so required, he shall be compensated in the manner established in the applicable Master Labor Agreement. Section 6.8 Make-up ,Days To the extent permitted by the applicable general wage determination, when an employee has been prevented from working for reasons beyond the control of the employer, including, but not limited to inclement weather or other natural causes, during the regularly scheduled work week, a make-up day may be worked on a non -regularly scheduled work day for which an employee shall receive eight (8) hours pay at the straight time rate of pay or any premium rate required for such hours under the state prevailing wage law. ARTICLE 7 WORK STOPPAGES AND LOCK -OUTS Section 7.1 No Work Stoppages or Disruptive Activity The Trades Council and the Unions signatory hereto agree that neither they, and each of them, nor their respective officers or agents or representatives, shall incite or encourage, condone or participate in any strike, walk -out, slow- down, picketing, observing picket lines or other activity of any nature or kind whatsoever, for any cause or dispute whatsoever with respect to or in any way related to Project Work, or which interferes with or otherwise disrupts, Project Work, or with respect to or related to the City or Contractors, including, but not limited to, economic strikes, unfair labor practice strikes, safety strikes, sympathy strikes and jurisdictional strikes whether or not the underlying dispute is arbitrable. Any such actions by the Trades Council, or Unions, or their members, agents, representatives or the employees they represent shall constitute a violation of this Agreement. The Trades Council and the Union shall take all steps necessary to obtain compliance with this Article and neither should be held liable for conduct for which it is not responsible. Section 7.2 Employee Violations The Contractor may discharge any employee violating Section 7.1 above and any such employee will not be eligible for rehire under this Agreement. Final Draft Community Workforce Agreement 6.22.17 16 City of Santa Ana 75A-313 Section 7.3 Standing to Enforce The City, the CWA Administrator, or any Contractor affected by an alleged violation of Section 7.1 shall have standing and the right to enforce the obligations established therein. Section 7.4 Expiration of Master Labor Agreement If the Master Labor Agreement, or any local, regional, and other applicable collective bargaining agreements expire during the term of the Project, the Union(s) agree that there shall be no work disruption of any kind as described in Section 7.1 above as a result of the expiration of any such agreement(s) having application on this Project and/or failure of the involved Parties to that agreement to reach a new contract. Terms and conditions of employment established and set at the time of bid shall remain established and set. Otherwise to the extent that such agreement does expire and the Parties to that agreement have failed to reach concurrence on a new contract, work will continue on the Project on one of the following two (2) options, both of which will be offered by the Unions involved to the Contractors affected: 7.4.1 Each of the Unions with a contract expiring must offer to continue working on the Project under interim agreements that retain all the terms of the expiring contract, except that the Unions involved in such expiring contract may each propose wage rates and employer contribution rates to employee benefit funds under the prior contract different from what those wage rates and employer contributions rates were under the expiring contracts. The terms of the Union's interim agreement offered to Contractors will be no less favorable than the terms offered by the Union to any other employer or group of employers covering the same type of construction work in Orange County. 7.4.2 Each of the Unions with a contract expiring must offer to continue working on the Project under all the terms of the expiring contract, including the wage rates and employer contribution rates to the employee benefit funds, if the Contractor affected by that expiring contract agrees to the following retroactive provisions: if a new Master Labor Agreement, local, regional or other applicable labor agreement for the industry having application at the Project is ratified and signed during the term of this Agreement and if such new labor agreement provides for retroactive wage increases,, then each affected Contractor shall pay to its employees who performed work covered by this Agreement at the Project during the hiatus between the effective dates of such expired and new labor agreements, an amount equal to any such retroactive wage increase established by such new labor agreement, retroactive to whatever date is provided by the new labor agreement for such increase to go into effect, for each employee's hours worked on the Project during the retroactive period. All Parties agree that such affected Contractors shall be solely responsible for any retroactive payment to its employees. 7.4.3 Some Contractors may elect to continue to work on the Project under the terms of the interim agreement option offered under paragraph 7.4.1 and other Contractors may elect to continue to work on the Project under the retroactivity option offered under paragraph 7.4.2. To decide between the two options, Contractors will be given one week after the particular labor agreement has expired or one week after the Union has personally delivered to the Contractors in writing its specific offer of terms of the interim agreement pursuant to paragraph 7.4.1, Final Draft Community Workforce Agreement 6.22.17 17 City of Santa Ana 75A-314 whichever is the later date. If the Contractor fails to timely select one of the two options, the Contractor shall be deemed to have selected the provisions of 7.4.2. Section 7.5 No Lockouts Contractors shall not cause, incite, encourage, condone or participate in any lock -out of employees with respect to Project Work during the tem7 of this Agreement. The term "lock -out" refers only to a Contractor's exclusion of employees in order to secure collective bargaining advantage, and does not refer to the discharge, termination or layoff of employees by the Contractor for any reason in the exercise of rights pursuant to any provision of this Agreement, or any other agreement, nor does "lock -out' include the City's decision to stop, suspend or discontinue any Project Work or any portion thereof for any reason. Section 7.6 Best Efforts to End Violations 7.6.1 If a Contractor contends that there is any violation of this Article or Section 8.3, it shall notify, in writing, the Executive Secretary of the Trades Council, the Senior Executive of the involved Union(s) and the CWA Administrator. The Executive Secretary and the leadership of the involved Union(s) will immediately instruct, order and use their best efforts to cause the cessation of any violation of the relevant Article. 7.6.2 If the Union contends that any Contractor has violated this Article, it will notify that the Contractor and the CWA Administrator, setting forth the facts which the Union contends violate the Agreement, at least twenty-four (24) hours prior to invoking the procedures of Section 7.8. The CWA Administrator shall promptly order the involved Contractor(s) to cease any violation of the Article. Section 7.7 Withholding of services for failure to pay wages and fringe benefits 7.7.1 Notwithstanding any provision of this Agreement to the contrary, it shall not be a violation of this Agreement for any Union to withhold the services of its members (but not the right to picket) from a particular Contractor who: (a) fails to timely pay its weekly payroll; or (b) fails to make timely payments to the Union's Joint Labor/Management Trust Funds in accordance with the provisions of the applicable Master Labor Agreements. Prior to withholding its members' services for the Contractor's failure to make timely payments to the Union's Joint Labor/Management Trust Funds, the Union shall give at ]east ten (10) days (unless a lesser period of time is provided in the Union's Master Labor Agreement, but in no event less than forty-eight (48) hours) written notice of such failure to pay by registered or certified mail, return receipt requested, and by facsimile transmission to the involved Contractor and to the City. Union will meet within the ten (10) day period to attempt to resolve the dispute. 7.7.2 Upon the payment of the delinquent Contractor of all monies due and then owing for wages and/or fringe benefit contributions, the Union shall direct its members to return to work and the Contractor shall return all such members back to work. Final Draft Community Workforce Agreement 6.22.17 18 City of Santa Ana 75A-315 Section 7.8 Expedited Enforcement Procedure Any party, including the City, which the Parties agree is a Party to the Agreement for purposes of this Article and an intended beneficiary of this Article, or the CWA Administrator, may institute the following procedures, in lieu of or in addition to any other action at law or equity, when a breach of Section 7.1 or 7.5, above, or Section 8.3 is alleged. 7.8.1 The Party invoking this procedure shall notify Fred Horowitz, or Louis Zigman, who have been selected by the negotiating Parties, and whom the Parties agree shall be the permanent arbitrators under this procedure. If the permanent arbitrators are unavailable at any time, any one of the permanent Arbitrators who is notified shall appoint his alternate to hear the matter. Expenses incurred in arbitration shall be home equally by the Parties involved in the arbitration and the decision of the arbitrator shall be final and binding on the Parties, provided, however, that the arbitrator shall not have the authority to alter or amend or add to or delete from the provisions of this Agreement in any way. Notice to the arbitrator shall be by the most expeditious means available, with notices to the Parties alleged to be in violation, and to the Trades Council if it is a Union alleged to be in violation. For purposes of this Article, written notice may be given by telegram, facsimile, hand delivery or overnight mail and will be deemed effective upon receipt. 7.8.2 Upon receipt of said notice, the arbitrator named above or his/her alternate shall sit and hold a hearing within twenty-four (24) hours if it is contended that the violation still exists, but not sooner than twenty-four (24) hours after notice has been dispatched to the Executive Secretary and the Senior Official(s) as required by Section 7.6, as above. 7.8.3 The arbitrator shall notify the Parties of the place and time chosen for this hearing. Said hearing shall be completed in one session, which, with appropriate recesses at the arbitrator's discretion, shall not exceed 24 hours unless otherwise agreed upon by all Parties. A failure of any Party or Parties to attend said hearings shall not delay the hearing of evidence or the issuance of any award by the arbitrator. 7.8.4 The sole issue at the hearing shall be whether or not a violation of Sections 7.1 or 7.5, above, or Section 8.3 has in fact occurred. The arbitrator shall have no authority to consider any matter in justification, explanation or mitigation of such violation. The award shall be issued in writing within three (3) hours after the close of the hearing, and may be issued without an opinion. If any Party desires a written opinion, one shall be issued within fifteen (15) days, but its issuance shall not delay compliance with, or enforcement of, the Award. The arbitrator may order cessation of the violation of the Article and other appropriate relief, and such award shall be served on all Parties by hand or registered mail upon issuance. 7.8.5 Such award shall be final and binding on all Parties and may be enforced by any court of competent jurisdiction upon the filing of this Agreement and all other relevant documents referred to herein above in the following manner. Written notice of the filing of such enforcement proceedings shall be given to the other Party. In any judicial proceeding to obtain a temporary order enforcing the arbitrator's award as issued under this Article, all Parties waive the right to a hearing and agree that such proceedings may be ex parte. Such agreement does not waive any Party's right to participate in a hearing for a final order of enforcement. The court's Final Draft Community Workforce Agreement 6.22.17 19 City of Santa Ana 75A-316 order or orders enforcing the arbitrator's award shall be served on all Parties by hand or by delivery to their address as shown on this Agreement (for a Union), as shown on their business contract for work under this Agreement (for a Contractor) and to the representing Union (for an employee), by certified mail by the Party or Parties first alleging the violation. 7.8.6 Any rights created by statute or law governing arbitration proceedings inconsistent with the above procedure or which interfere with compliance hereto are hereby waived by the Parties to whom they accrue. 7.8.7 The fees and expenses of the arbitrator shall be equally divided between the Party or Parties initiating this procedure and the respondent Party or Parties. ARTICLE 8 WORK ASSIGNMENTS AND JURISDICTIONAL DISPUTES Section 8.1 Assienment of Work The assignment of Project Work will be solely the responsibility of the Employer performing the work involved; and such work assignments will be in accordance with the Plan for the Settlement of Jurisdictional Disputes in the Construction Industry (the "Plan") or any successor Plan. Section 8.2 The Plan All jurisdictional disputes on Project Work between or among the building and construction trades Unions and the Employers parties to this Agreement, shall be settled and adjusted according to the present Plan established by the Building and Construction Trades Department or any other plan or method of procedure that may be adopted in the future by the Building and Construction Trades Department. Decisions rendered shall be final, binding and conclusive on the Employers and Unions parties to this Agreement. 8.2.1 If a dispute arising under this Article involves the Southwest Regional Council of Carpenters or any of its subordinate bodies, an Arbitrator shall be chosen by the procedures specified in Article V, Section 5, of the Plan from a list composed of John Kagel, Thomas Angelo, Robert Hirsch, and Thomas Pagan, and the Arbitrator's hearing on the dispute shall be held at the offices of the Trades Council within 14 days of the selection of the Arbitrator. All other procedures shall be as specified in the Plan. Section 8.3 No Work Disruption Over Jurisdiction All jurisdictional disputes shall be resolved without the occurrence of any strike, work stoppage, or slow -down of any nature, and the Employer's assignment shall be adhered to until the dispute is resolved. Individuals violating this section shall be subject to immediate discharge. Section 8.4 Pre -Job Conferences As provided in Article 16, each Contractor will conduct a pre -job conference with the appropriate affected Union(s) prior to commencing work. The Trades Council and the CWA Administrator shall be advised in advance of all such conferences and may participate if they wish. Section 8.5 Resolution of Jurisdictional Disputes If any actual or threatened strike, sympathy strike, work stoppage, slow down, picketing, hand -billing or otherwise advising the public that a Finat Draft Community Workforce Agreement 6.22.17 20 City of Santa Ana 75A-317 labor dispute exists, or interference with the progress of Project Work by reason of a jurisdictional dispute or disputes occurs, the Parties shall exhaust the expedited procedures set forth in the Plan, if such procedures are in the plan then currently in effect, or otherwise as in Article 7 above. ARTICLE 9 MANAGEMENT RIGHTS Section 9.1 Contractor and City Rights The Contractors and the City have the sole and exclusive right and authority to oversee and manage construction operations on Project Work without any limitations unless expressly limited or required by a specific provision of this Agreement or an MLA. In addition to the following and other rights of the Contractors enumerated in this Agreement, the Contractors expressly reserve their management rights and all the rights conferred upon them by law. The Contractor's rights include, but are not limited to, the right to: (a) Plan, direct and control operations of all work; (b) Hire, promote, transfer and layoff their own employees, respectively, as deemed appropriate to satisfy work and/or skill requirements; (c) Promulgate and require all employees to observe reasonable job rules and security and safety regulations; (d) Discharge, suspend or discipline their own employees for just cause; (e) Utilize, in accordance with City approval, any work methods, procedures or techniques, and select, use and install any types or kinds of materials, apparatus or equipment, regardless of source of manufacture or construction; assign and schedule work at their discretion; and (f) Assign overtime, determine when it will be worked and the number and identity of employees engaged in such work, subject to such provisions in the applicable Master Labor Agreement (s) requiring such assignments be equalized or otherwise made in a nondiscriminatory manner. Section 9.2 Specific City Rights In addition to the following and other rights of the City enumerated in this Agreement, the City expressly reserves its management rights and all the rights conferred on it by law. The City's rights (and those of the Contract Administrator on its behalf) include but are not limited to the right to: (a) Inspect any construction site or facility to ensure that the Contractor follows the applicable safety and other work requirements; (b) Require Contractors to establish a different work week or shift schedule for particular employees as required to meet the operational needs of the Project Work at a particular location; Final Draft Community Workforce Agreement 6.22.17 21 City of Santa Ana 75A-318 (c) At its sole option, terminate, delay and/or suspend any and all portions of the covered work at any time; prohibit some or all work on certain days or during certain hours of the day to accommodate the ongoing operations of the City's Facilities and/or to mitigate the effect of ongoing Project Work on businesses and residents in the neighborhood of the Project site; and/or require such other operational or schedule changes it deems necessary, in its sole judgment, to effectively maintain its primary mission and remain a good neighbor to those in the area of its facilities. (In order to permit the Contractors and Unions to make appropriate scheduling plans, the City will provide the CWA Administrator, and the affected Contractor(s) and Union(s) with reasonable notice of any changes it requires pursuant to this section; provided, however, that if notice is not provided in time to advise employees not to report for work, show - up pay shall be due pursuant to the provision of Article 6, Section 6.6); (d) Approve any work methods, procedures and techniques used by Contractors whether or not these methods, procedures or techniques are part of industry practices or customs; and (e) Investigate and process complaints, through the CWA Administrator, in the matter set forth in Articles 7 and 10. Section 9.3 Use of Materials There should be no limitations or restriction by Union upon a Contractor's choice of materials or design, nor, regardless of source or location, upon the full use and utilization, of equipment, machinery, packaging, precast, prefabricated, prefinished, or preassembled materials, tools or other labor saving devices, subject to the application of the State Public Contracts and Labor Codes as required by law. The onsite installation or application of such items shall be performed by the craft having jurisdiction over such work. Section 9.4 Special Equipment, Warranties and Guaranties 9.4.1 It is recognized that certain equipment of a highly technical and specialized nature may be installed at Project Work sites. The nature of the equipment, together with the requirements for manufacturer's warranties, may dictate that it be prefabricated pre -piped and/or pre -wired and that it be installed under the supervision and direction of the City's and/or manufacturer's personnel. The Unions agree to install such equipment without incident. 9.4.2 The Parties recognize that the Contractor will initiate from time to time the use of new technology, equipment, machinery, tools, and other labor -savings devices and methods of performing Project Work. The Union agrees that they will not restrict the implementation of such devices or work methods. The Unions will accept and will not refuse to handle, install or work with any standardized and/or catalogue: parts, assemblies, accessories, prefabricated items, preassembled items, partially assembled items, or materials whatever their source of manufacture or construction. 9.4.3 If any disagreement between the Contractor and the Unions concerning the methods of implementation or installation of any equipment, or device or item, or method of work, arises, or whether a particular part or pre -assembled item is a standardized or catalog part Final Draft Community Workforce Agreement 6.22.17 22 City of Santa Ana 75A-319 or item, the work will precede as directed by the Contractor and the Parties shall immediately consult over the matter. If the disagreement is not resolved, the affected Union(s) shall have the right to proceed through the procedures set forth in Article 10. Section 9.5 No Less Favorable Treatment The parties agree that Project Work will not receive less favorable treatment than that on any other project which the Unions, Contractors and employees work. ARTICLE 10 SETTLEMENT OF GRIEVANCES AND DISPUTES Section 10.1 Cooperation and Harmony on Site 10.1.1 This Agreement is intended to establish and foster continued close cooperation between management and labor. The Trades Council shall assign a representative to this Project for the purpose of assisting the local Unions, and working with the CWA Administrator, together with the Contractors, to complete the construction of the Project economically, efficiently, continuously and without any interruption, delays or work stoppages. 10.1.2 The CWA Administrator, the Contractors, Unions, and employees collectively and individually, realize the importance to all Parties of maintaining continuous and uninterrupted performance Project Work, and agree to resolve disputes in accordance with the grievance provisions set forth in this Article or, as appropriate, those of Article 7 or 8. 10.1.3 The CWA Administrator shall oversee the processing of grievances under this Article and Articles 7 and 8, including the scheduling and arrangements of facilities for meetings, selection of the arbitrator from the agreed -upon panel to hear the case, and any other administrative matters necessary to facilitate the timely resolution of any dispute; provided; however, it is the responsibility of the principal parties to any pending grievance to insure the time limits and deadlines are met. Section 10.2 Processing Grievances Any questions arising out of and during the term of this Agreement involving its interpretation and application, which includes applicable provisions of the Master Labor Agreement, but not jurisdictional disputes or alleged violations of Section 7.1 and 7.4 and similar provisions, shall be considered a grievance and subject to resolution under the following procedures. Step 1. Employee Grievances When any employee subject to the provisions of this Agreement feels aggrieved by an alleged violation of this Agreement, the employee shall, through his local Union business representative or, job steward, within ten (10) working days after the occurrence of the violation, give notice to the work site representative of the involved Contractor stating the provision(s) alleged to have been violated. A business representative of the local. Union or the job steward and the work site representative of the involved Contractor shall meet and endeavor to resolve the matter within ten (10) working days after timely notice has been given. If they fail to resolve the matter within the prescribed period, the grieving party may, within ten (10) working days thereafter, pursue Step 2 of this grievance procedure provided the Final Draft Community Workforce Agreement 6.22.17 23 City of Santa Ana 75A-320 grievance is reduced to writing, setting forth the relevant information, including a short description thereof, the date on which the alleged violation occurred, and the provision(s) of the Agreement alleged to have been violated. Grievances and disputes settled at Step 1 shall be non- precedential except as to the parties directly involved. Union or Contractor Grievances Should the Union(s) or any Contractor have a dispute with the other Party(ies) and, if after conferring within ten (10) working days after the disputing Party knew or should have known of the facts or occurrence giving rise to the dispute, a settlement is not reached within five (5) working days, the dispute shall be reduced to writing and processed to Step 2 in the same manner as outlined in Step 1 above for the adjustment of an employee complaint. Step 2. The business manager of the involved Union or his designee, together with the site representative of the involved Contractor, and the labor relations representative of the CWA Administrator, shall meet within seven (7) working days of the referral of the dispute to this second step to arrive at a satisfactory settlement thereof. If the Parties fail to reach an agreement, the dispute may be appealed in writing in accordance with the provisions of Step 3 within seven (7) calendar days after the initial meeting at Step 2. Step 3• (a) If the grievance shall have been submitted but not resolved under Step 2, either the Union of Contractor Party may request in writing to the CWA Administrator (with copy(ies) to the other Party(ies) within seven (7) calendar days after the initial Step 2 meeting, that the grievance be submitted to an arbitrator selected from the agreed upon list in. "Attachment (D)" attached hereto, on a rotational basis in the order listed. The CWA Administrator shall notify the parties to the grievance of the date, time and location of the hearing. The failure of any party to attend said hearing shall not delay the hearing of evidence or the issuance of any decision by the arbitrator. The decision of the arbitrator shall be final and binding on all parties. Should any party seek confirmation of the award made by the arbitrator; the prevailing party shall be entitled to receive its reasonable attorney fees and costs. (b) Failure of the grieving Party to adhere to the time limits established herein shall render the grievance null and void. The time limits established herein may be extended only by consent of the Parties involved at the particular step where the extension is agreed upon. The arbitrator shall have the authority to make decisions only on issues presented and shall not have the authority to change, amend, add to or detract from any of the provisions of this Agreement. (c) The fees and expenses incurred by the arbitrator, as well as those jointly utilized by the Parties (i.e. conference room, court reporter, etc.) in arbitration, shall be divided equally by the Parties to the arbitration, including Union(s) and Contractor(s) involved. Section 10.3 Limit on Use of Procedures The procedures contained in this Article shall not be applicable to any alleged violation of Articles 7 or 8, with a single exception that any employee discharged for violation of Section 7.2, or Section 8.3, may resort to the procedures of this Article to determine only if he/she was, in fact, engaged in that violation. Final Draft Commmiity Workforce Agreement 6.22.17 24 City of Santa Ana 75A-321 Section 10.4 Notice The CWA Administrator (and the City, in the case of any grievance regarding the Scope of this Agreement), shall be notified by the involved Contractor of all actions at Steps 2 and 3, and further, the CWA Administrator shall, upon its own request, be permitted to participate fully as a party in all proceedings at such steps. ARTICLE 11 REGULATORY COMPLIANCE Section 11.1 Compliance with All Laws The Trades Council and all Unions, Contractors, and their employees shall comply with all applicable federal and state laws, ordinances and regulations including, but not limited to, those relating to safety and health, employment and applications for employment. All employees shall comply with the safety regulations established by the City, the CWA Administrator or the Contractor. Employees must promptly report any injuries or accidents to a supervisor. Section 11.2 Prevailing Wage Compliance All Contractors shall comply with the state laws and regulations, as well as Santa Ana Municipal Code section 33-206 on prevailing wages. Compliance with this obligation may be enforced by the appropriate parties through Article 10 above, or by pursing the remedies available under state law through the Labor Commissioner or the Department of Industrial Relations. Section 11.3 Violations of Law Should there be a finding by a Court or administrative tribunal of competent jurisdiction that a Contractor has violated federal and/or state law or regulation, the City, upon notice to the Contractor that it or its subcontractors is in such violation (including any finding of non-compliance with the California prevailing wage obligations as enforced pursuant to DIR regulations), the City, and in the absence of the Contractor or subcontractor remedying such violation, may take such action as it is permitted by law or contract to encourage that Contractor to come into compliance, including, but not limited to, assessing fines and penalties and/or removing the offending Contractor from Project Work. ARTICLE 12 SAFETY AND PROTECTION OF PERSON AND PROPERTY Section 12.1 Safety 12.1.1 It shall be the responsibility of each Contractor to ensure safe working conditions and employee compliance with any safety rules contained herein or established by the City or the Contractor, whichever is most restrictive shall apply. It is understood that employees have an individual obligation to use diligent care to perform their work in a safe manner and to protect themselves and the property of the Contractor and the City. 12.1.2 Employees shall be bound by the safety, security and visitor rules established by the Contractor and/or the City. These rules will be published and posted. An employee's failure to satisfy his/her obligations under this section will subject him/her to discipline, up to and including discharge. Final Draft Community Workforce Agreement 6,22.17 25 City of Santa Ana 75A-322 12.1.3 The Parties shall adopt the Substance Abuse Policy attached hereto as Attachment "E," which shall be the policy and procedure utilized under this Agreement. Section 12.2 Suspension of Work for Safety A Contractor may suspend all or a portion of the job to protect the life and safety of employees. In such cases, employees will be compensated only for the actual time worked; provided, however, that where the Contractor requests employees to remain at the site and be available for work, the employees will be compensated for stand-by time at their basic hourly rate of pay. Section 12.3 Water and Sanitary Facilities The Contractor shall provide adequate supplies of drinking water and sanitary facilities for all employees as required by state law or regulation. ARTICLE 13 TRAVEL AND SUBSISTENCE Travel expenses, travel time, subsistence allowances, zone rates and parking reimbursements shall be paid in accordance with the applicable Master Labor Agreement unless superseded by the applicable prevailing wage determination. ARTICLE 14 APPRENTICES Section 14.1 Importance of Training The Parties recognize the need to maintain continuing support of the programs designed to develop adequate numbers of competent workers in the construction industry, the obligation to capitalize on the availability of the local work force in the area served by the City, and the opportunities to provide continuing work under the construction program. To these ends, the Parties will facilitate, encourage, and assist local residents to commence and progress in Labor/Management Apprenticeship and/or training Programs in the construction industry leading to participation in such apprenticeship programs. The City and the Trades Council, will work cooperatively to identify, or establish and maintain, effective programs and procedures for persons interested in entering the construction industry and which will help prepare them for the formal joint labor/management apprenticeship programs maintained by the signatory Unions. Section 14.2 Use of Apprentices 14.2.1 Apprentices used on Projects under this Agreement shall be registered in Joint Labor Management Apprenticeship Programs approved by the State of California. Apprentices may comprise up to thirty percent (30%) of each craft's work force (calculated by hours worked) at any time, unless the standards of the applicable joint apprenticeship committee confirmed by the Division of Apprenticeship Standards ("DAS"), establish a lower or higher maximum percentage. Where the standards permit a higher percentage, such percentage shall apply on Project Work. Where the applicable standards establish a lower percentage, the applicable Union will use its best efforts with the Joint Labor Management apprenticeship committee and, if necessary, the DAS to permit up to thirty percent (30%) apprentices on the Project. Final Draft Community Workforce Agreement 6.22.17 26 City of Santa Ana 75A-323 14.2.2 The Unions agree to cooperate with the Contractor in furnishing apprentices as requested up to the maximum percentage. The apprentice ratio for each craft shall be in compliance, at a minimum, with the applicable provisions of the Labor Code relating to utilization of apprentices. The City shall encourage such utilization, and, both as to apprentices and the overall supply of experienced workers, the CWA Administrator will work with the Trades Council to assure appropriate and maximum utilization of apprentices and the continuing availability of both apprentices and journey persons. 14.2.3 The Parties agree that apprentices will not be dispatched to Contractors working under this Agreement unless there is a journeymen working on the project where the apprentice is to be employed who is qualified to assist and oversee the apprentice's progress through the program in which he is participating. 14.2.4 All apprentices shall work under the direct supervision of a journeyman from the trade in which the apprentice is indentured. A journeyman shall be defined as set forth in the California Code of Regulations, Title 8 [apprenticeship] section 205, which defines a journeyman as a person who has either completed an accredited apprenticeship in his or her craft, or has completed the equivalent of an apprenticeship in length and content of work experience and all other requirements in the craft which has workers classified as journeyman in the apprenticeable occupation. Should a question arise as to a journeyman's qualification under this subsection, the Contractor shall provide adequate proof evidencing the worker's qualification as a journeyman to the Trades Council. ARTICLE 15 WORKING CONDITIONS Section 15.1 Meal and Rest Periods There will be no non -working times established during working hours except as may be required by applicable state law or regulations. Meal periods and Rest periods shall be as provided for in Wage Order 16. Individual coffee containers will be permitted at the employees' work location; however, there will be no organized coffee breaks. Section 15.2 Work Rules The City, the CWA Administrator, and/or relevant Contractor shall establish such reasonable work rules as they deem appropriate and not inconsistent with this Agreement. These rules will be posted at the work sites by the Contractor and may be amended thereafter as necessary. Failure to observe these rules and regulations by employees may be grounds for discipline up to and including discharge. Section 15.3 Emergency Use of Tools and Equipment There should be no restrictions on the emergency use of any tools by any qualified employee or supervisor, or on the use of any tools or equipment for the performance of work within the jurisdiction, provided the employee can safely use the tools and/or equipment involved and is compliance with applicable governmental rules and regulations. Section 15.4 Access Restrictions for Cars Recognizing the nature of the work being conducted on the site, employee access by a private automobile may be limited to certain roads and/or parking areas. Final Draft Community Workforce Agreement 6.22.1.7 27 City of Santa Ana 75A-324 ARTICLE 16 PRE -JOB CONFERENCES Section 16.1 Each Primary Contractor which is awarded a Construction Contract by the City for Project Work shall conduct a Pre -Job conference with the appropriate affected Union(s) prior to commencing work. All Contractors who have been awarded contracts by the Primary Contractor shall attend the Pre -Job conference. The Trades Council and the CWA Administrator shall be advised in advance of all such conferences and may participate if they wish. All work assignments shall be disclosed by the Primary Contractor and all Contractors at the Pre -Job conference in accordance with industry practice. Should there be any formal jurisdictional dispute raised under Article 8, the CWA Administrator shall be promptly notified. Primary Contractor shall have available at the Pre -Job conference the plans and drawing for the work to be performed on the Project. Should additional Project Work not previously included within the scope of the Project Work be added, the Contractors performing such work will conduct a separate pre -job for such newly included work. ARTICLE 17 LABOR/MANAGEMENT COOPERATION Section 17.1 Joint Committee The Parties to this Agreement may establish a six (6) person Joint Administrative Committee (JAC). This J'AC shall be comprised of three (3) representatives selected by the City and three (3) representatives selected by the Trades Council to monitor compliance with the terms and conditions of this Agreement and to recommend amendments to this Agreement, with the exception of the dollar threshold specified in Section 2.2(a) and the term of this Agreement under Section 22.1, when doing so would be to the mutual benefit of the Parties. Each representative shall designate an alternate who shall serve in his or her absence for any purpose contemplated by this Agreement. A quorum will consist of at least two (2) representatives selected by the City and at least two (2) representatives selected by the Trades Council. For voting purposes, only an equal number of City and Union representatives present may constitute a voting quorum. Section 17.2 Functions of Joint Committee The Committee shall meet on a schedule to be determined by the Committee or at the call of the joint chairs, to discuss the administration of the Agreement, the progress of the Project, general labor management problems that may arise, and any other matters consistent with this Agreement. Substantive grievances or disputes arising under Articles 7, 8 or 10 shall not be reviewed or discussed by this Committee, but shall be processed pursuant to the provisions of the appropriate Article. The CWA Administrator shall be responsible for the scheduling of the meetings, the preparation of the agenda topics for the meetings, with input from the Unions the Contractors and the City. Notice of the date, time and place of meetings, shall be given to the Committee members at least three (3) days prior to the meeting. The CWA Administrator shall prepare quarterly reports on apprentice utilization and the training and employment of City residents, and a schedule of Project Worlc and estimated number of craft workers needed. The Committee or an appropriate subcommittee, may review such reports and malce any recommendations for improvement, if necessary, including increasing Final Draft Community Workforce Agreement 6.22.17 28 City of Santa Ana 75A-325 the availability of skilled trades, and the employment of local residents or other individuals who should be assisted with appropriate training to qualify for apprenticeship programs. ARTICLE 18 SAVINGS AND SEPARABILITY Section 18.1 Savings Clause It is not the intention of the City, the CWA Administrator, Contractor or the Union parties to violate any laws governing the subject matter of this Agreement. The Parties hereto agree that in the event any provision of this Agreement is finally held or determined to be illegal or void as being in contravention of any applicable law or regulation, the remainder of the Agreement shall remain in full force and effect unless the part or parts so found to be void are wholly inseparable from the remaining portions of this Agreement. Further, the Parties agree that if and when any provision(s) of this Agreement is finally held or determined to be illegal or void by a court of competent jurisdiction, the Parties will promptly enter into negotiations concerning the substantive effect of such decision for the purposes of achieving conformity with the requirements of any applicable laws and the intent of the Parties hereto. If the legality of this Agreement is challenged and any form of injunctive relief is granted by any court, suspending temporarily or permanently the implementation of this Agreement, then the Parties agree that all Project Work that would otherwise be covered by this Agreement should be continued to be bid and constructed without application of this Agreement so that there is no delay or interference with the ongoing planning, bidding and construction of any Project Work. Section 18.2 Effect of Injunctions or Other Court Orders The Parties recognize the right of the City to withdraw, at its absolute discretion, the utilization of the Agreement as part of any bid specification should a Court of competent jurisdiction issue any order, or any applicable statute which could result, temporarily or permanently in delay of the bidding, awarding and/or construction on the Project. Notwithstanding such an action by the City, or such court order or statutory provision, the Parties agree that the Agreement shall remain in full force and the fact on covered Project Work to the maximum extent legally possible. ARTICLE 19 WAIVER A waiver of or a failure to assert any provisions of this Agreement by any or all of the Parties hereto shall not constitute a waiver of such provision for the future. Any such waiver shall not constitute a modification of the Agreement or change in the terms and conditions of the Agreement and shall not relieve, excuse or release any of the Parties from any of their rights, duties or obligations hereunder. ARTICLE 20 AMENDMENTS The provisions of this Agreement can be renegotiated, supplemented, rescinded or otherwise altered only by mutual agreement in writing, hereafter signed by the negotiating Parties hereto. Final Draft Community Workforce Agreement 6.22.17 29 City of Santa Ana 75A-326 In the event of any conflict or ambiguity between this Agreement and any Attachment or exhibit, the provisions of this Agreement shall govern. ARTICLE 21 DURATION OF THE AGREEMENT Section 21.1 Duration 21.1.1 This Agreement shall be effective from the date signed by all Parties and shall remain in effect for an initial period of five (5) years. Any covered Project Work awarded during the term of this Agreement shall continue to be covered hereunder, until completion of the Project Work, notwithstanding the expiration date of this Agreement. 21.1.2 This Agreement may be extended by written mutual consent of the City, as directed by the City Council and the signatory Unions for such further periods as the Parties shall agree to. Section 22.2 Turnover and Final Acceptance of Completed Work 22.2.1 Construction of any phase, portion, section, or segment of Project Work shall be deemed complete when such phase, portion, section or segment has been turned over to the City by the Contractor and the City has accepted such phase, portion, section, or segment. As areas and systems of the Project are inspected and construction -tested and/or approved and accepted by the City or third parties with the approval of the City, the Agreement shall have no further force or effect on such items or areas, except when the Contractor is directed by the City to engage and repairs or modifications required by its contract(s) with the City. 22.2.2 Notice of each final acceptance received by the Contractor will be provided to the Trades Council with the description of what portion, segment, etc. has been accepted. Final acceptance may be subject to a "punch" list, and in such case, the Agreement will continue to apply to each such item on the list until it is completed to the satisfaction of the City and Notice of Completion is issued by the City or its representative to the Contractor. At the request of the Union, complete information describing any "punch" list work, as well as any additional work required of a Contractor at the direction of the City pursuant to Section 22.2.1 above, involving otherwise turned -over and completed facilities which have been accepted by the City, will be available from the CWA Administrator. [This section intentionally left blank] Final Draft Community Workforce Agreement 6.22.17 30 City of Santa Ana 75A-327 IN WITNESS whereof the Parties have caused this Community Workforce Agreement to be executed as of the date and year above stated. CITY OF SANTA ANA ATTEST: By�� / Maria D. Huizar Clerk of Council APPROVED AS TO FORM: Ad � k lkW� Sonia R. Carvalho City Attorney LOS ANGELES/ORANGE COUNTIES BUILDING & CONSTRUCTION TRADES COUNCIL By: e . Ron Miller Executive Secretary Final Draft Community Workforce Agreement 6.22.17 31 City of Santa Ana 75A-328 LOS ANGELES/ORANGE COUNTIES BUILDING AND CONSTRUCTION Asbestos Heat & Frost Insulators (Local 5) Boilermakers (Local 92) Bricklayers & Allied Crafiworkers (Local 4) Cement Masons (Local 500) District Council of Laborers Electricians (Local 441) Elevator Constructors (Local 18) Gunite Workers (Local 345) Iron Workers (Reinforced — Local 416) Iron Workers (Structural — Local 433) Laborers (Local 300) (remediation) Laborers (Local 652) Operating Engineers (Local 12) Operating Engineers (Local 12) Operating Engineers (Local 12) Painters & Allied Trades DC 36 Pipe Trades (Local 250) Pipe Trades (Local 345) Pipe Trades (Plumbers/Fitters Local 582) Pipe Trades (Sprinkler Fitters Local 709) Plasterers (Local 200) Plaster Tenders Local (1414) Roofers & Waterproofers (Local 220) Sheet Metal Workers (Local 105) Teamsters (Local 952) Southwest Regional Council of Carpenters `.V-d- /-9 Final Draft Community Workforce Agreement 75-329 6.22.17 City of Santa Ana ATTACHMENT A — LETTER OF ASSENT To be signed by all contractors awarded work covered by the City of Santa Ana Community Workforce Agreement prior to commencing work. [Contractor's Letterhead] CWA Administrator City of Santa Ana 1234 address City, state, zip code Attn: Re: Community Workforce Agreement - Letter of Assent Dear Sir: This is to confirm that [name of company] agrees to be party to and bound by the City of Santa Ana Community Workforce Agreement effective , 2017, as such Agreement may, from time to time, be amended by the negotiating parties or interpreted pursuant to its terms. Such obligation to be a party and bound by this Agreement shall extend to all work covered by the agreement undertaken by this Company on the project and this Company shall require all of its contractors and subcontractors of whatever tier to be similarly bound for all work within the scope of the Agreement by signing and furnishing to you an identical letter of assent prior to their commencement of work. Sincerely. [Name of Construction Company] By: [ ] Name and Title of Authorized Executive Contractor State License No.: [Copies of this letter must be submitted to the CWA Administrator and to the Trades Council Consistent with Section 2.6 (b).] 6/28/2016 Draft PLA 33 City of Santa Ana 75A-330 ATTACHMENT B FIRST TIER ZIP CODES (CITY BOUNDARY) *Some Zip Codes shared with neighboring cities 92701 92702 92703 92704 92705 92706 92707 92711 92712 92725 92735 92799 *92866 *92868 6/28/2016 Draft PLA 34 City of Santa Ana 75A-331 ATTACHMENT B — Continued SECOND TIER ZIP CODES REMAINDER OF ORANGE COUNTY, Zip Code City 90620 Buena Park 90621 Buena Park 90622 Buena Park 90623 La Palma 90624 Buena Park 90630 Cypress 90631 La Habra 90632 La Habra 90633 La Habra 90680 Stanton 90720 Los Alamitos 90721 Los Alamitos 90740 Seal Beach 90742 Sunset Beach 90743 Surfside 92602 Irvine 92603 Irvine 92604 Irvine 92605 Huntington Beach 92606 Irvine 92607 Laguna Niguel 92609 El Toro 92610 Foothill Ranch 92612 Irvine 92614 Irvine 92615 Huntington Beach 92616 Irvine 92617 Irvine 92618 Irvine 92619 Irvine 92620 Irvine 92623 Irvine 92624 Capistrano Beach 92625 Corona Del Mar 92626 Costa Mesa 92627 Costa Mesa 92628 Costa Mesa 6/28/2016 Draft PLA 35 City of Santa Asia 75A-332 92629 Dana Point 92630 Lake Forest 92637 Laguna Woods 92646 Huntington Beach 92647 Huntington Beach 92648 Huntington Beach 92649 Huntington Beach 92650 East Irvine 92651 Laguna Beach 92652 Laguna Beach 92653 Laguna Hills 92654 Laguna Hills 92655 Midway City 92656 Aliso Viejo 92657 Newport Coast 92658 Newport Beach 92659 Newport Beach 92660 Newport Beach 92661 Newport Beach 92662 Newport Beach 92663 Newport Beach 92672 San Clemente 92673 San Clemente 92674 San Clemente 92675 San Juan Capistrano 92676 Silverado 92677 Laguna Niguel 92678 Trabuco Canyon 92679 Trabuco Canyon 92683 Westminster 92684 Westminster 92685 Westminster 92688 Rancho Santa Margarita 92690 Mission Viejo 92691 Mission Viejo 92692 Mission Viejo 92693 San Juan Capistrano 92694 Ladera Ranch 92697 Irvine 92698 Aliso Viejo 92708 Fountain Valley 92709 Irvine 92710 Irvine 92728 Fountain Valley 92780 Tustin 92781 Tustin 6/28/2016 Draft PLA 36 City of Santa Ana 75A-333 92782 Tustin 92801 Anaheim 92802 Anaheim 92803 Anaheim 92804 Anaheim 92805 Anaheim 92806 Anaheim 92807 Anaheim 92808 Anaheim 92809 Anaheim 92811 Atwood 92812 Anaheim 92814 Anaheim 92815 Anaheim 92816 Anaheim 92817 Anaheim 92821 Brea 92822 Brea 92823 Brea 92825 Anaheim 92831 Fullerton 92832 Fullerton 92833 Fullerton 92834 Fullerton 92835 Fullerton 92836 Fullerton 92837 Fullerton 92838 Fullerton 92840 Garden Grove 92841 Garden Grove 92842 Garden Grove 92843 Garden Grove 92844 Garden Grove 92845 Garden Grove 92846 Garden Grove 92850 Anaheim 92856 Orange 92857 Orange 92859 Orange 92861 Villa Park 92862 Orange 92863 Orange 92864 Orange 92865 Orange 92866 Orange 92867 Orange 6/28/2016 Draft PLA 37 City of Santa Ana 75A-334 92868 Orange 92869 Orange 92870 Placentia 92871 Placentia 92885 Yorba Linda 92886 Yorba Linda 92887 Yorba Linda 92899 Anaheim 6/28/2016 Draft PLA 38 City of Santa Ana 75A-335 ATTACHMENT C CITY OF SANTA ANA CRAFT REQUEST FORM TO THE CONTRACTOR: Please complete and fax this form to the applicable union to request craft workers that fulfill the hiring requirements for this project. Mier faxing your request, please call the Local to verify receipt and substantiate their capacity to famish workers as specified below. Please print your Fax Transmission Verification Reports and keep copies for your records. The City of Santa Ana Community Workforce Agreement establishes a goal that 30% of the total work hours shall be from Veterans, regardless of where they reside, and workers residing: first, in those first tier zip codes which overlap all of the City of Santa Ana, as attached hereto, second residing within Orange County, For Dispatch purposes, employees residing within either of these two (2) areas, as well as Veterans, regardless of where they reside, shall be referred to as Local Residents. TO THE UNION: Please complete the "Union Use Only" section on the next page and fax this form back to the requesting Contractor. Be sure to retain a copy of this form for your records. To: Union Local # Cc: CWA Administrator From: Company: CONTRACTOR USE ONLY Fax# Issued By: Contact Phone :( 1 Contact Fax: Date: PLEASE PROVIDE ME WITH THE FOLLOWING UNION CRAFT WORKERS. Local Resident, Number Craft Classification Journeyman Veteran of (i.e., plumber, painter, or or workers Report Date Report Time etc.) Apprentice General Dispatch needed TOTAL WORKERS REQUESTED = Please have worker(s) report to the following work address indicated below: Project Name: Report to: Comment or Special Instructions: Site: On -site Tel: On -site Fax: 6/28/2016 Draft. PLA 39 City of Santa Ana 75A-336 Date dispatch request received: Dispatch received by: Classification of worker requested: Classification of worker dispatched: UNION USE ONLY WORKER REFERRED Name: Date worker was dispatched: Is the worker referred a: (check all that apply) JOURNEYMAN Yes No APPRENTICE Yes No LOCAL RESIDENT Yes No VETERAN Yes No GENERAL DISPATCH FROM OUT OF WORK LIST Yes No 6/28/2016 Draft PLA 40 City of Santa Ana 75A-337 ATTACHMENT D List of Neutral Arbitrators Mark Burstein Walter Daugherty Fred Horowitz Michael Prihar Louis Zigman 6/28/2016 Draft PLA 41 City of Santa Ana 75A-338 ATTACHMENT "E" SUBSTANCE ABUSE POLICY The Parties recognize the problems which drug and alcohol abuse have created in the construction industry and the need to develop drug and alcohol abuse prevention programs. Accordingly, the Parties agree that in order to enhance the safety of the work place and to maintain a drug and alcohol free work environment, individual Employers may require applicants or employees to undergo drug and alcohol testing. 1. It is understood that the use, possession, transfer or sale of illegal drugs, narcotics, or other unlawful substances, as well as being under the influence of alcohol and the possession or consuming alcohol is absolutely prohibited while employees are on the Employer's job premises or while working on any jobsite in connection with work performed under the Community Workforce Agreement ("CWA"). 2. No Employer may implement a drug testing program which does not conform in all respects to the provisions of this Policy. 3. No Employer may implement drug testing at any jobsite unless written notice is given to the Union setting forth the location of the jobsite, a description of the project under construction, and the name and telephone number of the Project Work Supervisor. Said notice shall be addressed to the office of each Union signing the PLA. Said notice shall be delivered in person or by registered mail before the implementation of drug testing. Failure to give such notice shall make any drug testing engaged in by the Employer a violation of the PLA, and the Employer may not implement any form of drug testing at such jobsite for the following six months. 4. An employer who elects to implement drug testing pursuant to this Agreement shall require all employees on the Project Work to be tested. With respect to individuals who become employed on the Project Work subsequent to the proper implementation of this drug testing program, such test shall be administered upon the commencement of employment on the project, whether by referral from a Union Dispatch Office, transfer from another project, or another method. Individuals who were employed on the project prior to the proper implementation of this drug testing program may only be subjected to testing for the reasons set forth in Paragraph 5(f) (1) through 5(f) (3) of this Policy. Refusal to undergo such testing shall be considered sufficient grounds to deny employment on the project. 5. The following procedure shall apply to all drug testing: a. The Employer may request urine samples only. The applicant or employee shall not be observed when the urine specimen is given. An applicant or employee, at his or her sole option, shall, upon request, receive a blood test in lieu of a urine test. No employee of the Employer shall draw blood from a bargaining unit employee, touch or handle urine specimens, or in any way become involved in the chain of custody of urine or blood specimens. A Union Business Representative, subject to the approval of the individual applicant or employee, shall be 6/28/2016 Draft PLA 42 City of Santa Ana 75A-339 permitted to accompany the applicant or employee to the collection facility to observe the collection, bottling, and sealing of the specimen. b. The testing shall be done by a laboratory approved by the Substance Abuse & Mental Health Services Administration (SAMHSA), which is chosen by the Employer and the Union. C. An initial test shall be performed using the Enzyme Multiplied Immunoassay Technique (EMZT). In the event a question or positive result arises from the initial test, a confirmation test must be utilized before action can be taken against the applicant or employee. The confirmation test will be by Gas Chromatography Mass Spectrometry (GC/MS). Cutoff levels for both the initial test and confirmation test will be those established by the SAMHSA. Should these SAMHSA levels be changed during the course of this agreement or new testing procedures are approved, then these new regulations will be deemed as part of this existing agreement. Confirmed positive samples will be retained by the testing laboratory in secured long-term frozen storage for a minimum of one year. Handling and transportation of each sample must be documented through strict chain of custody procedures. d. In the event of a confirmed positive test result the applicant or employee may request, within forty-eight (48) hours, a sample of his/her specimen from the testing laboratory for purposes of a second test to be performed at a second laboratory, designated by the Union and approved by SAMHSA. The retest must be performed within ten (10) days of the request. Chain of custody for this sample shall be maintained by the Employer between the original testing laboratory and the Union's designated laboratory. Retesting shall be performed at the applicant's or employee's expense. In the event of conflicting test results the Employer may require a third test. C. If, as a result of the above testing procedure, it is determined that an applicant or employee has tested positive, this shall be considered sufficient grounds to deny the applicant or employee his/her employment on the Project Work. f. No individual who tests negative for drugs or alcohol pursuant to the above procedure and becomes employed on the Project Won, shall again be subjected to drug testing with the following exceptions: I. Employees who are involved in industrial accidents resulting in damage to plant, property or equipment or injury to him/herself or others may be tested pursuant to the procedures stated hereinabove. 2. The Employer may test employees following thirty (30) days advance written notice to the employee(s) to be tested and to the applicable Union. Notice to the applicable Union shall be as set forth in Paragraph 3 above and such testing shall be pursuant to the procedures stated hereinabove. 3. The Employer may test an employee where the Employer has reasonable cause to believe that the employee is impaired from performing his/her job. 6/28/2016 Draft PLA 43 City of Santa Ana 75A-340 Reasonable cause shall be defined as exhibiting aberrant or unusual behavior, the type of which is a recognized and accepted symptom of impairment (i.e., slurred speech, unusual lack of muscular coordination, etc.). Such behavior must be actually observed by at least two persons, one of whom shall be a Supervisor who has been trained to recognize the symptoms of drug abuse or impairment and the other of whom shall be the job steward. If the job steward is unavailable or there is no job steward on the project the other person shall be a member of the applicable Union's bargaining unit. Testing shall be pursuant to the procedures stated hereinabove. Employees who are tested pursuant to the exceptions set forth in this paragraph and who test positive will be removed from the Employer's payroll. g. Applicants or employees who do not test positive shall be paid for all time lost while undergoing drug testing. Payment shall be at the applicable wage and benefit rates set forth in the applicable Union's Master Labor Agreement. Applicants who have been dispatched from the Union and who are not put to work pending the results of a test will be paid waiting time until such time as they are put to work. It is understood that an applicant must pass the test as a condition of employment. Applicants who are put to work pending the results of a test will be considered probationary employees. 6. The employers will be allowed to conduct periodic job site drug testing on the Project under the following conditions: a. The entire jobsite must be tested, including any employee or subcontractor's employee who worked on that project three (3) working days before or after the date of the test; b. Jobsite testing cannot commence sooner than thirty (30) days after start of the work on the Project; C. Prior to start of periodic testing, a business representative will be allowed to conduct an educational period on company time to explain periodic jobsite testing program to affected employees; d. Testing shall be conducted by a SAMHSA certified laboratory, pursuant to the provisions set forth in Paragraph 5 hereinabove. e. Only two periodic tests may be performed in a twelve month period. 7. It is understood that the unsafe use of prescribed medication, or where the use of prescribed medication impairs the employee's ability to perform work, is a basis for the Employer to remove the employee from the jobsite. 8. Any grievance or dispute which may arise out of the application of this Agreement shall be subject to the grievance and arbitration procedures set forth in the PLA. 9. The establishment or operation of this Policy shall not curtail any right of any employee found in any law, rule or regulation. Should any part of this Agreement be found 6/28/2016 Draft PLA 44 City of Santa Ana 75A-341 unlawful by a court of competent jurisdiction or a public agency having jurisdiction over the parties, the remaining portions of the Agreement shall be unaffected and the parties shall enter negotiations to replace the affected provision. 10. Present employees, if tested positive, shall have the prerogative for rehabilitation program at the employee's expense. When such program has been successfully completed the Employer shall not discriminate in any way against the employee. If work for which the employee is qualified exists he/she shall be reinstated. 11. The Employer agrees that results of urine and blood tests performed hereunder will be considered medical records held confidential to the extent permitted or required by law. Such records shall not be released to any persons or entities other than designated Employer representatives and the applicable Union. Such release to the applicable Union shall only be allowed upon the signing of a written release and the information contained therein shall not be used to discourage the employment of the individual applicant or employee on any subsequent occasion. 12. The Employer shall indemnify and hold the Union harmless against any and all claims, demands, suits, or liabilities that may arise out of the application of this Agreement and/or any program permitted hereunder. 13. Employees who seek voluntary assistance for substance abuse may not be disciplined for seeking such assistance. Requests from employees for such assistance shall remain confidential and shall not be revealed to other employees or management personnel without the employee's consent. Employees enrolled in substance abuse programs shall be subject to all Employer rules, regulations and job performance standards with the understanding that an employee enrolled in such a program is receiving treatment for an illness. 14. This Memorandum, of Understanding shall constitute the only Agreement in effect between the parties concerning drug and alcohol abuse, prevention and testing. Any modifications thereto must be accomplished pursuant to collective bargaining negotiations between the parties. 6/28/2016 Draft PLA 45 City of Santa Ana 75A-342 DRUG Alcohol Amphetamines Barbiturates Benzodiazepines Cocaine Methadone Methaqualone Opiates PCP (Phencyclidine) THC (Marijuana) Propoxyphene DRUG ABUSE PREVENTION AND DETECTION APPENDIX A CUTOFF LEVELS SCREENING SCREENING CONFIRMATION CONFIRMATION METHOD LEVEL** METHOD LEVEL EMIT . 0.02% CG/MS 0.02% EMIT 1000 ng/m* CG/MS 500 ng/ml* EMIT 300 ng/ml CG/MS 200 ng/ml EMIT 300 ng/ml CG/MS 300 ng/ml EMIT 300 ng/ml* CG/MS 150 ng/ml* EMIT 300 ng/ml CG/MS 100 ng/ml EMIT 300 ng/ml CG/MS 300 ng/ml EMIT 2000 ng/ml* CG/MS 2000 ng/ml* EMIT 25 ng/ml* CG/MS 25 ng/ml* EMIT 50 ng/ml* CG/MS 15 ng/ml* EMIT 300 ng/ml CG/MS 100 ng/ml * SAMHSA specified threshold ** A sample reported positive contains the Indicated drug at or above the cutoff level for that drug. A negative sample either contains no drug or contains a drug below the cutoff level. EMIT - Enzyme Immunoassay CC/MS - Gas Chromatography/Mass Spectrometry 6/28/2016 Draft PLA 46 City of Santa Ana 75A-343 SIDE LETTER OF AGREEMENT TESTING POLICY FOR DRUG ABUSE It is hereby agreed between the parties hereto that an Employer who has otherwise properly implemented drug testing, as set forth in the Testing Policy for Drug Abuse, shall have the right to offer an applicant or employee a "quick" drug screening test. This "quick" screen test shall consist either of the "ICUP" urine screen or similar test or an oral screen test. The applicant or employee shall have the absolute right to select either of the two "quick" screen tests, or to reject both and request a full drug test. An applicant or employee who selects one of the quick screen tests, and who passes the test, shall be put to work immediately. An applicant or employee who fails the "quick" screen test, or who rejects the quick screen tests, shall be tested pursuant to the procedures set forth in the Testing Policy for Drug Abuse. The sample used for the "quick" screen test shall be discarded immediately upon conclusion of the test. An applicant or employee shall not be deprived of any rights granted to them by the Testing Policy for Drug Abuse as a result of any occurrence related to the "quick" screen test. 6/28/2016 Draft PLA 47 City of Santa Ana 75A-344 EXHIBIT "I" TO DISPOSITION AND DEVELOPMENT AGREEMENT HOTEL OPERATING AGREEMENT Exlvbit `2" (Hotel Operating Agreement) 55 394.00049\3323920112 75A-345 RECORDED AT THE REQUEST OF AND WHEN RECORDED MAIL TO: THE CITY OF SANTA ANA 20 CIVIC CENTER PLAZA, M-30 SANTA ANA, CA 92701 ATTENTION: CITY CLERK EXEMPT FROM FILING FEE PER GOVERNMENT CODE SECTION 27383 (Space Above This Line for Recorder's Office Use Only) OPERATIONS COVENANT THIS OPERATIONS COVENANT AND DECLARATION OF COVENANTS AND RESTRICTIONS ("Covenant") is made and entered into this day of , 2020, by and between the CITY OF SANTA ANA, a charter city and municipal corporation organized under the Constitution and the laws of the State of California ("City"), and Caribou Industries, Inc. a Nevada Corporation (the `Developer"). RECITALS: A. The City of Santa Ana owns the property located at 201 W. 3rd Street in the City of Santa Ana, more particularly described in Exhibit "A" attached hereto and incorporated herein by reference (the "Site") and utilized the property as a public parking lot. B. Developer desires to remove an existing three (3) story parking structure to construct a Mixed Use Project including apartments, commercial (including retail and food/beverage establishments), a seventy-five (75) room Hotel Project and a Parking Structure which will contain 444 total parking spaces including 211 public parking spaces, as described in the defmitions of "Project," "Mixed Use," "Hotel Project," "Public Parking Parcel" and "Parking Structure" as set forth in ARTICLE 3 of the Disposition and Development Agreement ("DDA") entered into by and between the City and Developer dated October 5, 2020 for reference purposes only. C. City and Developer have entered into a DDA for the conveyance of the Site to allow for the Construction of the Project including the Mixed Use, Hotel and Parking Structure. D. City and Developer now desire to place restrictions upon the use and operation of the Project, in order to ensure that the Project shall be operated continuously as a hotel available for short-term rental for the term of this Covenant, to run with the land of the Property and bind successive owners of the Property as set forth in this Covenant. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and Developer hereby agree as follows:. Page 1 of 55 394.00049\33266069.5 75A-346 1. The recitals are true and correct and are incorporated into this Covenant in their entirety by this reference. 2. Definitions. All initially capitalized terms used in the Covenant shall have the same meaning as the Terms in the DDA 3. Use of Land — The Developer covenants and agrees with the City that the Site must only be built on and used in strict accordance with this Covenant. 4. Covenant to Build Hotel — The Developer agrees to timely construct the Hotel in strict compliance with this Covenant and in accordance with all development entitlements issued for this Project by City. Developer agrees that Developer will design and build the hotel to Automobile Association of America (AAA) minimum acceptable conditions to be considered a AAA hotel with the amenities set forth in Section 6.3 below. 5. Restriction on Use of Land — The use of the Land must include a hotel, having a minimum of 75 Guest Rooms and providing facilities set forth in Section 6.5 (the "Hotel"). Without limiting the foregoing, the Land and the Development thereon may be used for additional residential or office use, in addition to the required Hotel use, as part of a mixed -use development. 6. Covenant to Operate Hotel 6.1 Developer will use commercially reasonable efforts to execute an operating agreement with a nationwide hotel chain. 6.2 Should Developer be unsuccessful in securing an operating agreement with a nationwide hotel chain, then Developer will self -operate a Hotel. 6.3 Hotel shall contain the following minimum amenities: (a) Fitness Room (b) Community Meeting Space (c) Baggage Storage (d) Elevators (e) 24 hour Pantry Market (f) Multi -Lingual Staff (g) Safety Deposit Box (h) ATM. 6.4 After construction of the Hotel, the Developer shall operate the Hotel or cause the Hotel to be operated such that its Guest Rooms are used only for Public Lodging Use and for no other purpose, and the Developer shall take or cause to be taken all reasonable commercial steps Page 2 of 7 55 394.00049\33266069.5 75A-347 to keep the Hotel open for business, except in the case of substantial damage or destruction by natural hazard, by fire, or by other insurable hazard. 7. Conversion to Residential. 7.1 Developer shall not submit an application to City to convert the hotel to apartments unless the following threshold has are satisfied: (a) The Developer shall only be entitled to submit an application to City to convert the hotel to apartments if the following thresholds are established. (b) On the Third Hotel Anniversary Date (defined as three calendar years following the date that the Hotel had the first guest completed the first overnight stay for compensation in the Hotel), if for the period between the Second Hotel Anniversary Date through the day before the Third Hotel Anniversary the RevPAR falls below $1255.00. (Revenue per available room (RevPAR) is a hotel industry performance metric, and is calculated by dividing the total room revenue for the hotel by the total number of available rooms in the period being measured) (c) On the Fourth Hotel Anniversary Date, if for the period between the Third Hotel Anniversary Date through the day before the Fourth Hotel Anniversary the RevPAR falls below $125.00. (d) On the Fifth Hotel Anniversary Date if for the period between the Fourth Hotel Anniversary Date through the day before the Fifth Hotel Anniversary the RevPAR falls below $125.00. (e) On the Sixth Hotel Anniversary Date if for the period between The Fifth Hotel Anniversary Date through the day before the Sixth Hotel Anniversary the RevPAR falls below $125.00. 7.2 Any application for conversion shall be subject to approval of all applicable City entitlements. Developer understand and acknowledges that, in the context of processing the application to convert the hotel to apartments, the City cannot guarantee the ultimate outcome of any public hearings before the Planning Commission or the City Council or other public bodies of the City, nor prevent any opposition thereto by members of the public or other agencies affected by or interested in the Project. By entering into this Agreement, the City does not pre - commit or imply that the application to convert the hotel to apartments to be considered for approval will be approved. The City retains the discretion to approve, conditionally approve, or disapprove the application to convert the hotel to apartments. 8. Indemnification. 8.1 Developer Indemnity Obligations. Developer shall defend, with Counsel approved by the City, and Indemnify City Parties against any and all Claims to the extent such Claims arise from any wrongful intentional act or negligence of Developer Parties. 8.2 Independent of Insurance Obligations. Developer's indemnification obligations under this Covenant shall not be construed or interpreted as in any way being restricted, limited or modified by any insurance coverage carried by Developer. Page 3 of 7 55 394.00049\33266069.5 75A-348 8.3 Survival of Indemnification and Defense Obligations. The indemnity and defense obligations of Developer under this Covenant shall survive the expiration or earlier termination of this Covenant, until any and all actual or prospective Claims regarding any matter subject to an indemnity obligation under this Covenant are fully, finally, absolutely and completely barred by applicable statutes of limitations. 9. Governing Law. The substantive and procedural laws of the State shall govern the interpretation and enforcement of this Covenant, without application of conflicts or choice of laws, statutes or principles. 10. Notices. 10.1 Notices. Any and all Notices submitted by either Party to the other Party pursuant to or as required by this Agreement shall be proper, if in writing and transmitted to the principal office of the City or the Developer, as applicable, set forth in Section 10.2, by one or more of the following methods: (i) messenger for immediate Personal delivery, (ii) a nationally recognized overnight (one-night) delivery service (i.e., Federal Express, United Parcel Service, etc.) or (iii) registered or certified United States Mail, postage prepaid, return receipt requested. Such Notices may be sent in the same manner to such other addresses as either Party may designate from time to time, by Notice. Any Notice shall be deemed to be received by the addressee, regardless of whether or when any return receipt is received by the sender or the date set forth on such return receipt, on the day that it is delivered by personal delivery, on the date of delivery by a nationally recognized overnight courier service (or when delivery has been attempted twice, as evidenced by the written report of the courier service) or four (4) calendar days after it is deposited with the United States Postal Service for delivery, as provided in this Section 10 Rejection, other refusal to accept or the inability to deliver a Notice because of a changed address of which no Notice was given or other action by a Person to whom Notice is sent, shall be deemed receipt of the Notice. 10.2 Addresses. The following are the authorized addresses for the submission of Notices to the Parties: To the Developer: Caribou Industries, Inc. 1103 North Broadway Santa Ana, CA 92701 To the City: City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Attention: City Clerk With courtesy copy to City of Santa Ana Page 4 of 7 55 394.00049\33266069.5 75A-349 20 Civic Center Plaza (M-29) P.O. Box 1988 Attention: City Attorney 11. Jurisdiction and Venue. The Parties each acknowledge and agree that this Covenant is entered into and is to be fully performed in the City of Santa Ana, Orange County, State of California, and that all legal actions arising from this Covenant shall be filed in the Superior Court of the State of California in and for Orange County, California, or the United States District Court with jurisdiction in Orange County, California. 12. Principles of Interpretation. No inference in favor of or against any Party shall be drawn from the fact that such Party has drafted any part of this Covenant. The Parties have both participated substantially in the negotiation, drafting, and revision of this Covenant, with advice from legal counsel and other advisers of their own selection. A term defined in the singular in this Covenant may be used in the plural, and vice versa, all in accordance with ordinary principles of English grammar, which also govern all other language in this Covenant. The words "include" and `including" shall be construed to be followed by the words: "without limitation." Each collective noun shall be interpreted as if followed by the words "(or any part of it)," except where the context clearly requires otherwise. Every reference to any document, including this Covenant, refers to such document as modified from time to time (excepting any modification that violates this Covenant), and includes all exhibits, schedules, addenda and riders to such document. The word "or" includes the word "and." Every reference in this Covenant to a law, statute, regulation, order, form or similar governmental requirement refers to each such requirement as amended, modified, renumbered, superseded or succeeded, from time to time. 13. Counterpart Originals: Integration. This Covenant may be signed in multiple counterpart originals, each of which is deemed to be an original, but all of which taken together shall constitute one and the same instrument. This Covenant, the exhibits attached to this Covenant and the documents (including maps) referenced in this Covenant represent the entire understanding of the Parties and supersede all previous negotiations, letters of intent, memoranda of understanding or agreements between the Parties with respect to all or any part of the subject matter of this Covenant. 14. Severability. If any term or provision of this Covenant or its application to any Person or circumstance shall to any extent be invalid or unenforceable, then the remainder of this Covenant or the application of such term or provision to Persons or circumstances, except those as to which it is invalid or unenforceable, shall not be affected by such invalidity. All remaining provisions of this Covenant shall be valid and be enforced to the fullest extent Law allows. 15. No Waiver. Failure to insist on any one occasion upon strict compliance with any of the terms, covenants, conditions, restrictions or agreements contained in this Covenant shall not be deemed a waiver of such term, covenant, condition, restriction or agreement, nor shall any waiver or relinquishment of any rights or powers under this Covenant at any one time or more times be deemed a waiver or relinquishment of such right or power at any other time or times. 16. Time is of the Essence. Time is of the essence in the performance of the Parties' obligations under this Covenant. Page 5 of 7 55 394.00049\33266069.5 75A-350 17. No Third Party Beneficiaries. The performance of the Parties' respective obligations under this Covenant are not intended to benefit any Person other than City and Developer, except as may be expressly provided otherwise in this Covenant. No Person not a signatory to this Covenant shall have any rights or causes of action against any Party to this Covenant as a result of that Parry's performance or non-performance under this Covenant, except as otherwise expressly provided in this Covenant. 18. Relationship of Parties. The Parties agree and intend that City and Developer are independent contracting entities and do not intend by this Covenant to create any partnership, joint venture, or similar business arrangement, relationship or association between them. 19. Survival of Covenant. All of the provisions of this Covenant shall be applicable to any dispute between the Parties arising from this Covenant, whether prior to or following expiration or termination of this Covenant, until any such dispute is finally and completely resolved between the Parties, either by written settlement, entry of a non -appealable judgment or expiration of all applicable limitations periods and all terms and conditions of this Covenant relating to dispute resolution and limitations on damages or remedies shall survive any expiration or termination of this Covenant. 20. No Waiver. Failure to insist on any one occasion upon strict compliance with any term, covenant, condition, restriction or agreement contained in this Agreement shall not be deemed a waiver of such term, covenant, or condition, restriction or agreement, nor shall any waiver or relinquishment of any rights or powers under this Agreement at any one time or more times, be deemed a waiver or relinquishment of such right or power at any other time or times. [Signatures on the following page] Page 6 of 7 55 394.00049\33266069.5 75A-351 SIGNATURE PAGE TO OPERATIONS COVENANT (CARIBOU INDUSTRIES, INC.) IN WITNESS WHEREOF, the City and the Developer have executed this 201 Operations Covenant (Caribou Industries, Inc.) by and through the signatures of their duly authorized representative(s) set forth below: CITY OF SANTA ANA: DEVELOPER: Un Attest: City Clerk k-".o / 1 -- -$ wki m City Attorney Its: Page 7 of 7 55394.00049\33266069.5 75A-352 EXHIBIT "A" TO OPERATIONS COVENANT PROPERTY LEGAL DESCRIPTION All of that certain real property situated in the State of California, County of Orange, City of Santa Ana, described as follows: Parcel 1: All of Lots 2, 3, 6 and the Southerly 10.00 feet of the Northerly 20.00 feet of Lot 5 in Block 11 and all of Lots 1, 2, 3, 4, 5, and 6 in Block 12 of the Town of Santa Ana, as shown on a Map recorded in Book 2, page 51 of Miscellaneous Records of Los Angeles County, California. Together with that portion of Sycamore Street, 60.00 feet wide, as shown on said Map, as vacated and described in that certain Resolution No. 82-17 of the City Council of the City of Santa Ana, a certified copy of which was recorded February 11, 1982, as Document No. 82-051577 of Official Records of Orange County, California, bounded Southerly by the North line of Third Street, 60.00 feet wide, and bounded Northerly by a line parallel with and distant Northerly 140.00 feet, measured at right angles, from said North line of Third Street. Excepting therefrom the Easterly 15.00 feet of said Lot 3 in said Block 11. Parcel 2: A perpetual easement for ingress and egress over the South 2.50 feet of the East 15.00 feet of Lot 3 in Block 11 of the Town of Santa Ana, as shown on Map recorded in Book 2, page 51 of Miscellaneous Records of Los Angeles County, California, as reserved in the Deed of J.E. Lieberg et al, dated June 5, 1923 and recorded in Book 475, page 362 of Deeds, records of Orange County, California. Parcel 3: The right to use that portion of a brick wall of the building on Lot 1 in Block 11 of the Town of Santa Ana, as per Map recorded in Book 2, page 51 of Miscellaneous Records of Los Angeles County, California, which adjoins the East boundary line of the South 25.00 feet of Lot 2 in said Block 11, as a party wall, as granted by that certain Agreement, dated July 1, 1919 by and between H.R. Andre, also known as Roy Andre, et al, as parties of the first part, and L.J. Carden et al, as parties of the second part, recorded August 19, 1919 in Book 341, page 362 of Deeds, Records of Orange County, California. 75A-353 EXHIBIT "J" TO DISPOSITION AND DEVELOPMENT AGREEMENT OPTION TO PURCHASE AGREEMENT Exhibit "J" (Option to Purchase Agreement) 55 394.00049\33239203. 12 75A-354 PURCHASE OPTION AGREEMENT THIS PURCHASE OPTION AGREEMENT (this "Agreement'), made as of 2020 (the "Effective Date"), by and between the City of Santa Ana, a public body, corporate and politic ("Optionor"), and Caribou Industries, Inc. a Nevada Corporation ("Optionee"). As used herein, Optionee and Optionor may be referred to collectively as the "Parties", and each individually as a "Party." RECITALS A. Optionor is the fee simple owner of that certain land consisting of 201 West 3rd Street, Santa Ana, California 92701, and as more particularly described in Exhibit A attached to this Agreement and incorporated into this Agreement in its entirety by this reference (the "Land"). Optionor is the fee simple owner of that certain parcel consisting of 211 parking spaces within the parking structure located on Land, and more particularly described in Exhibit B attached to this Agreement and incorporated into this Agreement in its entirety by this reference (the "Parcel") B. Optionee has proposed the development of the Property with a Mixed Use Project including apartments, commercial (including retail and food/beverage establishments), a seventy-five (75) room Hotel Project and a Parking Structure which will contain 444 total parking spaces including 211 public parking spaces, (the "Project"). C. The Parties entered into that certain Disposition and Development Agreement, dated October 5, 2020 for references purposes, regarding the Project. D. Optionor is commencing work on the Project which will be completed on or before September 30, 2024 if the Escrow Closing Date is on or before September 30, 2022. If Developer was granted an extension of the Escrow Closing Date by the City Manager pursuant to Section 2.1.40 of the Disposition and Development Agreement then the Project Completion Date shall be September 30, 2025. E. The development of the Project on the Land will be of benefit to Optionor and community by reducing blight, increasing the economic viability of the community, and providing needed public parking to the residents of Santa Ana, California. F. Optionee desires to acquire and Optionor desires to grant to Optionee the sole and exclusive right to purchase, without being obligated to purchase, the Parcel (as defined below), subject to the terms of this Agreement. AGREEMENT NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 1. Incorporation of Recitals. The recitals of fact set forth above are true and correct and are incorporated into this Agreement in their entirety by this reference. 2. Grant of Option. Upon issuance of the last Certificate of Occupancy or Notice of Completion for the Project, Optionor grants to Optionee the sole and exclusive right to purchase, upon the terms and conditions set forth in this Agreement (the "Option"), (a) the Parcel, together with all improvements ("Improvements"), as such improvements may be altered in connection 75A- 55 with the Parking Structure. located thereon (collectively, the "Real Property"); (b) all of Optionor's right, title and interest in all tangible personal property owned by Optionor located upon, attached to, or necessary for the operation of the Real Property (collectively, the "Tangible Personal Property"), to the extent the delivery of such Tangible Personal Property is accepted, in writing by Optionee; and (c) all of Optionor's right, title and interest in all intangible personal property related to the Real Property and the Improvements (collectively, the "Intangible Personal Property") to the extent the delivery of such, Intangible Personal Property is accepted, in writing by Optionee. 3. Option Period; Exercise of Option; Conditions Precedent. The Option shall commence on the date of issuance of the last Certificate of Occupancy or Notice of Completion for the Project and will remain in effect until 11:59 p.m., Los Angeles time, on the date that is forty-five (45) years following date of issuance of the last Certificate of Occupancy or Notice of Completion for the Project (the "Option Period"). Optionee may exercise the Option during the Option Period by delivering to Optionor an executed instrument substantially in the form attached to this Agreement and incorporated herein by reference as Exhibit C ("Option Exercise Notice"). 4. Purchase Price; Terms of Purchase. The purchase of the Parcel pursuant to the Option will be consummated pursuant to a commercially reasonable agreement in a form reasonably acceptable to Optionee and Optionor (the "Purchase and Sale Agreement") which Purchase and Sale Agreement shall contain the Optionee's commitment to operate the parking structure on the Parcel with 211 public parking spaces consistent with the Project, the Development Plan, and those development covenants, operating covenants and associated restrictions agreed to by the Parties therein and shall contain a covenant that the public parking spaces shall be maintained in perpetuity and said covenant shall be recorded prior to the City's transfer of the Parcel. The purchase price ("Purchase Price") for the Parcel shall be: 4.1. For the first fifteen years (15) from the issuance of last Certificate of Occupancy or Notice of Completion for the Project, the Developer shall have the option to purchase the City Parcel within the Parking Structure for Fifteen Million Dollars ($15,000,000). 4.2. After fifteen (15) years from the issuance of last Certificate of Occupancy or Notice of Completion for the Project until forty-five (45) years have elapsed, Developer shall have the option to purchase the City's Parcel within the Parking Structure for the appraised value or Fifteen Million Dollars ($15,000,000) whichever is greater. 4.2.1. Sixty (60) days prior to any exercise of the option pursuant to Section 4.2 by Optionee, upon notice by Optionee thereof to Optionor (i) the Parties shall nominate and appoint a single appraiser, or, failing that, (ii) the Optionee and Optionor shall each nominate and appoint one appraiser. If two appraisers are appointed as provided in clause (ii) above, the two appraisers so appointed shall, within fifteen (15) days after the appointment of the second appraiser and before exchanging views as to the questions at issue, appoint a third appraiser and give written notice of such appointment to the Parties. In the event that a Party fails to appoint an appraiser within the twenty two (22) day period specified above, then the appraiser appointed by the other Party shall make the appraisal. If the two appraisers selected by the Parties shall fail to appoint or agree upon the third appraiser within the fifteen (15) day period specified above, then a third appraiser 75A-356 may be selected by the Parties if they can agree upon such third appraiser within a further period of ten (10) additional days; otherwise, any Party may apply to any federal or state court of or sitting in the State of California having jurisdiction for the appointment of any appraiser not appointed or agreed upon within the time periods herein provided. The appraisers selected pursuant hereto shall be sworn faithfully and fairly to determine expeditiously the fair market value. The three appraisers (or the one or two appraisers, if only one or two appraisers are appointed) shall, with all possible speed, make the appraisal contemplated herein, set forth their (or its) results in writing, and give notice of the same to the Parties. If two of the three appraisers shall render a concurring determination, then that concurring determination shall be conclusive and binding on the Parties. If no two of the three appraisers shall render a concurring determination, then the determination of the third appraiser appointed by the two appraisers appointed by the Parties shall be conclusive and binding upon the Parties; except that if the determination of the third appraiser shall be lower than the lowest determination of the other two appraisers, or higher than the highest determination of the other two appraisers, the final determination shall be the median determination of the three appraisers. 4.2.2. Each Party shall pay the fees and expenses of the appraiser selected by or on behalf of it and the fees and expenses of the third appraiser, and any general expenses incurred by the appraisers in connection with the appraisal, shall be borne equally between the Parties. 4.2.3. Any appraiser appointed hereunder shall be an appraiser with at least five (5) years' experience in appraising property of the same type as the Property. 5. Due Diligence; Inspections. 5.1. Within ten (10) days following the Effective Date, and from time to time thereafter upon receipt of the same, Optionor shall provide or make available to Optionee copies of all existing documents, agreements, contracts, leases, reports, studies, drawings and/or plans relating to the operations and physical condition of the Parcel in Optionor's possession, including without limitation engineering studies, surveys, energy reports, soils reports, geotechnical reports, traffic studies, leases, governmental correspondence, environmental reports, planning consultant reports, and plans and specifications (the "Due Diligence Materials"). 5.2. Optionor hereby grants Optionee and its agents, consultants, contractors, subcontractors, employees, representatives, and attorneys (collectively, "Optionee's Agents") a license and permission to enter upon, over, under and/or across the Parcel in order to conduct visual inspections, physical testing, air samplings, borings, and other samplings, including but not limited to, observing and documenting the Parcel's as -built conditions, exposing and documenting hidden conditions at the Parcel, by limited removal of interior non -historic fixtures and finishes, performing certain non-destructive testing of materials at the Parcel, extracting concrete core samples in interior non -historically sensitive locations, in connection with the proposed rehabilitation and reuse of the Parcel (the "Inspections"). The Inspections shall be completed at Optionee's sole cost and expense. Optionee or Optionee's Agent shall contact Optionor within one (1) day prior to the time of actual entry onto the Parcel and provide notice of 75A' 357 the date and time when entry will be made. Optionor shall make the Parcel available as soon as reasonably practical thereafter. The license and permission to enter upon, over, under and/or across the Parcel shall commence on the Effective Date and shall expire upon termination of this Agreement. 5.3. Prior to entry onto the Parcel, Optionee shall secure, and shall require its contractors, if any, to secure an insurance policy or policies, as described below. 5.3.1. Notwithstanding any inconsistent statement in the insurance policy or any subsequent endorsement attached thereto, the protection afforded by these policies shall be written on an occurrence basis in which Optionor, and its respective elected and appointed officials, officers, employees, agents and representatives (together, "Additional Insureds") are named as additional insureds on all coverage, except for workers' compensation coverage, and shall (on or prior to the Effective Date, Optionee shall provide to Optionee the complete legal names of all Additional Insureds): (a) Name Additional Insureds as additional insureds on a Commercial General Liability policy; (b) Provide a combined single limit of broad form commercial general liability insurance in the amount of Two Million Dollars ($2,000,000) per occurrence, which will be considered equivalent to the required minimum limits, and such insurance shall (i) be written on an occurrence form, (ii) be written with a primary policy form with limits of not less than $1,000,000 per occurrence; (iii) be written with one or more excess layers to bring the total of primary and excess coverage limits to not less than $2,000,000 per occurrence, (iv) not be written with a deductible greater than $25,000 per occurrence, (v) contain a waiver of subrogation in favor of Optionor; (c) Provide automobile liability insurance for owned, non -owned, and hired vehicles, as applicable to, or for any use related to, the Work, in an amount not less than One Million Dollars ($1,000,000) combined single limit, with excess insurance coverage to bring the total amount of automobile liability insurance coverage to an amount not less than Two Million Dollars ($2,000,000) per accident for bodily injury and property damage; 5.3.2. Optionee shall notify Optionor not less than thirty (30) days before any expiration, cancellation, or non -renewal of such policy or policies; and 5.3.3. Optionee shall furnish certificates of insurance and endorsements to Optionor prior to entry onto the Parcel pursuant to this Section. 5.3.4. Optionee shall comply with Sections 3700 and 3800 of the Labor Code by securing, paying for and maintaining in full force and effect during the Term, and continuing prior to entry onto the Parcel pursuant to this Section, with the earlier to occur of expiration of the Term complete workers' compensation insurance, to statutory limits, with employer's liability limits not less than One Million Dollars ($1,000,000) per occurrence, and shall furnish a Certificate of Insurance to Optionor prior to entry onto the Parcel pursuant to this Section, before the commencement of Work. All Additional Insureds shall not be responsible for any 75A- 358 claims in law or equity occasioned by the failure of Optionee to comply with this section. Every workers' compensation insurance policy shall bear an endorsement or shall have attached a rider providing that, in the event of expiration or proposed cancellation of such policy for any reason whatsoever, Optionor shall be notified, giving Optionee a sufficient time to comply with applicable law, but in no event less than thirty (30) days before such expiration, cancellation, or reduction in coverage is effective or in the event of nonpayment of premium. 5.3.5. Should any of the required insurance coverage required be written with an annual aggregate such aggregate shall be disclosed in writing to Optionor. 5.3.6. If Optionee fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish Optionor with required proof that insurance has been procured and is in force and paid for, Optionor shall have the right, at its election, to forthwith terminate this the right of entry provided in this Section. 5.3.7. Notwithstanding any requirements contained in this Section, Optionee shall have the right to satisfy its insurance obligations under this Agreement by means of self-insurance. Self-insurance shall mean that Optionee itself is acting as though it were the third -party insurer providing the insurance required under the provisions of this Agreement, and Optionee shall pay any amounts due in lieu of insurance proceeds because of self-insurance, which amounts shall be treated as insurance proceeds for all purposes under this Agreement. To the extent Optionee chooses to provide any required insurance by self-insurance, the protection afforded Optionor and the applicable properties shall be the same as if provided by a third -party insurer under the coverages required by this Agreement. In the event that Optionee elects to self -insure and an event or claim occurs for which a defense and/or coverage would have been available from a third -party insurer, Optionee shall undertake the defense of any such claim, including a defense of Optionor, at Optionee's sole cost and expense to pay any claim or replace any property or otherwise provide the landing that would have been available from insurance proceeds. 5.4. Optionee shall not permit any mechanics', materialmen's or other liens of any kind or nature ("Liens") to be filed or enforced against the Parcel. Optionor reserves the right, at its sole cost and expense, at any time and from time to time, to post and maintain on the Parcel, or any portion thereof, or on the improvements on the Parcel, any notices of non -responsibility or other notice as may be desirable to protect Optionor against liability. In addition to, and not as a limitation of Optionor's other rights and remedies under this Section, should Optionee fail, within thirty (30) days of written request from Optionor, either to discharge any Lien (to the extent such Lien is prohibited pursuant to this Section) or to bond for any Lien (to the extent such Lien is prohibited pursuant to this Section), or to defend, indemnify, and hold harmless Optionor from and against any loss, damage, injury, liability or claim arising out of a Lien (to the extent such Lien is prohibited pursuant to this Section), then Optionor, at its option, may elect to pay such Lien, or settle or discharge such Lien and any action or judgment related thereto and all costs, expenses and attorneys' fees incurred in doing so shall be paid to Optionor, as applicable, by Optionee upon written demand. 75A-359 6. Compliance: Parcel Maintenance and Operation. From the Effective Date, Optionor agrees to act in respect of the Parcel in the following manner: 6.1. Optionor agrees that it will not enter into any leases, licenses or other occupancy permits for the Parcel without the prior written consent of Optionee in each instance, which consent shall not be unreasonable withheld, conditioned or delayed. 6.2. Optionor will timely perform its obligations under any service contracts affecting the Parcel in accordance with the terms and conditions contained therein. Optionor agrees that it will not enter into amend or terminate any service contracts affecting the Parcel without the prior written consent of Optionee in each instance, which consent shall not be unreasonable withheld, conditioned or delayed. 6.3. Optionor will not enter into any contract or agreement that will be an obligation affecting the Parcel except for contracts entered into in the ordinary course of business that are terminable without cause and without payment of a fee or penalty on not more than thirty (30) days' notice. 6.4. Optionor will continue to operate and maintain the Parcel in accordance with past practices and, will not make any material alterations or changes thereto. Optionor will not remove any Tangible Personal Property except as may be required for necessary repair or replacement, and replacement shall be of approximately equal quality and quantity as the removed item of Tangible Personal Property. 6.5. Optionor shall not do anything, nor authorize anything to be done, which would adversely affect the condition of title of the Parcel. 7. Optionor's Representations and Warranties. Optionor hereby represents and warrants to Optionee that, as of the Effective Date: 7.1. Optionor is a municipal corporation incorporated within and existing pursuant to the laws of the State of California. 7.2. Optionor has (or will have prior to the date by which a particular step is required to be taken or performance of a particular obligation is required to be commenced pursuant to this Agreement) all requisite power and authority required to enter into this Agreement and the instruments referenced in this Agreement, to consummate the transaction contemplated hereby and to take any steps contemplated thereby or hereby, and to perform its obligations hereunder and thereunder. 7.3. Optionor has obtained (or will have obtained prior to the date by which a particular step is required to be taken or performance of a particular obligation is required to be commenced pursuant to this Agreement) all required consents in connection with entering into this Agreement and the instruments and documents referenced in this Agreement to which Optionor is or shall be a party and the consummation of the transactions contemplated hereby. 7.4. The individual executing this Agreement and the individual that will execute the instruments referenced in this Agreement on behalf of Optionor have, or will have upon execution thereof, the legal power, right and actual authority to bind Optionor to the terms and conditions hereof and thereof. 7.5. This Agreement is duly authorized, executed and delivered by Optionor and all documents required in this Agreement to be executed by Optionor pursuant to this Agreement 75AG 360 shall be, at such time as they are required to be executed by Optionor, duly authorized, executed and delivered by Optionor and are or shall be, at such time as the same are required to be executed hereunder, valid, legally binding obligations of and enforceable against Optionor in accordance with their terms, except as enforceability may be limited by bankruptcy laws or other similar laws affecting creditors' rights. 7.6. Neither the execution or delivery of this Agreement or the documents referenced in this Agreement, nor the incurring of the obligations set forth in this Agreement, and the certificates, declarations and other documents referenced in this Agreement, nor the consummation of the transactions in this Agreement contemplated, nor compliance with the terms of this Agreement and the documents referenced in this Agreement, will violate any provision of law, any order of any court or governmental authority or conflict with or result in the breach of any terms, conditions, or provisions of, or constitute a default under any bond, note or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan, partnership agreement, lease or other agreements or instruments to which Optionor is a party or which affect any of the Parcel or the transactions contemplated by this Agreement. 7.7. Other than as disclosed by Optionor to Optionee in writing, there are no legal proceedings either pending or, to the knowledge of the Optionor Representatives, threatened, to which Optionor is or may be made a party, or to which the Parcel, is or may become subject or which could reasonably affect the ability of Optionor to carry out its obligations hereunder or which would affect the Parcel. 7.8. Optionor holds, and can cause the conveyance of, fee title to the Parcel. The transfer of the Parcel is not subject to any right of first refusal or similar purchase or other options. 7.9. There are no brokerage fee, commission, or finders' fee is payable to any person or entity in connection with the transaction contemplated by this Agreement ("Commissions"). Optionor shall promptly advise Optionee in writing if Optionor becomes aware that any representation or warranty made by Optionor is or becomes untrue in any material respect prior to any Close of Escrow. Optionors' representations and warranties set forth in this Section shall be deemed to be restated at consummation of any purchase contemplated in this Agreement and shall survive any such purchase and shall not be merged with any deed. 8. Optionee's Representations and Warranties. Optionee hereby represents and warrants to Optionor that, as of the Effective Date: 8.1. Optionee has all requisite corporate power and authority to execute and deliver, and to perform all its obligations under, this Agreement. Optionee is duly organized, validly existing and in good standing under the laws of the state of its formation, with full power to enter into this Agreement. 8.2. Optionee has (or will have prior to the date by which a particular step is required to be taken or performance of a particular obligation is required to be commenced pursuant to this Agreement) all requisite power and authority required to enter into this Agreement and the instruments referenced in this Agreement, to consummate the transaction contemplated hereby and to take any steps contemplated thereby or hereby, and to perform its obligations hereunder and thereunder. 75A_ 361 8.3. Optionee has obtained (or will have obtained prior to the date by which a particular step is required to be taken or performance of a particular obligation is required to be commenced pursuant to this Agreement) all required consents in connection with entering into this Agreement and the instruments and documents referenced in this Agreement to which Optionee is or shall be a parry and the consummation of the transactions contemplated hereby. 8.4. The individual executing this Agreement and the individual that will execute the instruments referenced in this Agreement on behalf of Optionee have, or will have upon execution thereof, the legal power, right and actual authority to bind Optionee to the terms and conditions hereof and thereof. 8.5. This Agreement is duly authorized, executed and delivered by Optionee and all documents required in this Agreement to be executed by Optionee pursuant to this Agreement shall be, at such time as they are required to be executed by Optionee, duly authorized, executed and delivered by Optionee and are or shall be, at such time as the same are required to be executed hereunder, valid, legally binding obligations of and enforceable against Optionee in accordance with their terms, except as enforceability may be limited by bankruptcy laws or other similar laws affecting creditors' rights. 8.6. Neither the execution or delivery of this Agreement or the documents referenced in this Agreement, nor the incurring of the obligations set forth in this Agreement, and the certificates, declarations and other documents referenced in this Agreement, nor the consummation of the transactions in this Agreement contemplated, nor compliance with the terms of this Agreement and the documents referenced in this Agreement, will violate any provision of law, any order of any court or governmental authority or conflict with or result in the breach of any terns, conditions, or provisions of, or constitute a default under any bond, note or other evidence of indebtedness or any contract, indenture, mortgage, deed of trust, loan, partnership agreement, lease or other agreements or instruments to which Optionee is a party or which affect any of the Property or the transactions contemplated by this Agreement. 8.7. Other than as disclosed by Optionor in writing to Optionee, there are no legal proceedings either pending or, to the knowledge of the Optionee Representatives, threatened, to which Optionee is or may be made a party, or to which the Parcel, is or may become subject or which could reasonably affect the ability of Optionee to carry out its obligations hereunder or which would affect the Parcel. Optionee shall promptly advise Optionee in writing if Optionee becomes aware that any representation or warranty made by Optionee is or becomes untrue in any material respect prior to any Close of Escrow. Optionee's representations and warranties set forth in this Section shall be deemed to be restated at consummation of any purchase contemplated in this Agreement and shall survive any such purchase. 9. Destruction/Condemnation of Parcel: Other Notices. In the event that all or any portion of the Land or Improvements is damaged or destroyed by any casualty or is subject to a taking or condemnation under the provisions of applicable law after the Effective Date but prior to the date of Closing, Optionor shall give Optionee immediate written notice of the same. Optionor shall promptly notify Optionee of any building code violation notices or actions pending, and of any event that causes the representation of Optionor under this Agreement to no longer be true or correct. 75A' 362 10. Notices. Any notice, request, demand, instruction or other document required or permitted to be given or served hereunder or under any document or instrument executed pursuant hereto will be in writing and will be delivered personally or sent by United States registered or certified mail, return receipt requested, postage prepaid or by overnight express courier, postage prepaid and addressed to the parties at their perspective addresses set forth below, and the same will be effective upon receipt if delivered personally or via overnight express courier or on the third Business Day after deposit if mailed. A party may change its address for receipt of notices by service of a notice to such change in accordance herewith. If to Optionee: Caribou Industries, Inc. 1103 North Broadway Santa Ana, CA 92701 If to Optionor: City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702 Attn.: City Clerk with a copy to: City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, CA 92702 Attn.: City Attorney 11. Memorandum of Agreement. At Optionee's request, Optionor shall execute a memorandum of this Agreement in a form satisfactory to Optionee and Optionee may record such memorandum in the real estate records of the County in which the Real Property is located. 12. Assignment. Optionor may not assign its interest in this Agreement, or any of its rights or obligations hereunder, without the prior written consent of Optionee, which shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing paragraph, Optionee may, without the prior written consent of Optionor assign its interest in this Agreement, or any of its rights or obligations hereunder to a Permitted Transferee (as defined below). As used herein, the term "Permitted Transferee" means (a) any affiliate of Optionee, being a person or entity who, directly or indirectly, controls, is controlled by, or is under common control with, Optionee, including any partner, member, stockholder or other equity holder of Optionee (for purposes of this definition, "control" shall mean the power, direct or indirect, to direct or cause the direction of the management and policies of Optionee, whether through ownership of voting securities, membership, partnership or other ownership interests, by contract or otherwise; and the terms "controlling" and "controlled" shall have correlative meanings); or (b) a successor related to Optionee by merger, consolidation, non -bankruptcy reorganization or government action. No transfer or assignment in violation of the provisions hereof shall be valid or enforceable. Subject to the foregoing, this Agreement and the terms and provisions hereof shall inure to the benefit of and shall be binding upon the successors and assigns of the parties. 13. Further Instruments. Each Party will, whenever and as often as it shall be reasonably requested to do so by the other, cause to be executed, acknowledged or delivered any and all 75A' 363 such fixrther instruments and documents as may be necessary or proper, in the reasonable opinion of the requesting party, in order to carry out the intent and purpose of this Agreement. 14. Calculation of Time Periods; Business Day; Time of Essence. Unless otherwise specified, in computing any period of time described herein, the day of the act or event after which the designated period of time begins to run is not to be included and the last day of the period so computed is to be included, unless such last day is not a Business Day, in which event the period shall run until the end of the next day which is a Business Day. The last day of any period of time described herein shall be deemed to end at 5:00 p.m. local time in the state in which the Real Property is located. As used herein, the term "Business Day" means any day that is not a Saturday, Sunday or legal holiday for national banks in the city in which the Real Property is located. Subject to the foregoing provisions, time is of the essence of this Agreement. 15. Entire Agreement; Amendments. This Agreement (including the documents delivered pursuant to this Agreement), constitutes the entire agreement of the Parties pertaining to the subject matter of this Agreement and supersedes all prior agreements or letters of intent of the Parties. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by an authorized representative of each of the Parties. 16. Binding Effect; Enforcement. The covenants, agreements, representations, and warranties contained herein will be binding upon, be enforceable by and inure to the benefit of the representatives, successors, and permitted assigns of the respective parties hereto. 17. Applicable Law. This Agreement will be construed and interpreted under, and governed and enforced according to, the laws of the State of California applicable to contracts made and to be performed entirely therein. 18. Counterparts. This Agreement may be executed in any number of counterparts and by different Parties to this Agreement in separate counterparts, each of which when so executed and delivered will be deemed original, but all such counterparts, together, will constitute but one and the same instrument. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. This Agreement will become effective upon the execution and delivery of a counterpart hereof by each Party to this Agreement. A signature of a Party to this Agreement sent by facsimile, electronic mail (including a scanned portable document format copy sent by electronic mail), or other electronic transmission will have the same force and effect as delivery of an original signature of such Party. 19. Interpretation. The paragraph and section headings in this Agreement are solely for convenience and will not be deemed to limit or otherwise affect the meaning or construction of any part of this Agreement. Any pronoun used in this Agreement will be deemed to cover all genders. The terms "include," "including," and similar terms will be construed as if followed by the phrase "without being limited to." The term "or" has, except where otherwise indicated, the inclusive meaning represented by the phrase "and/or." The words "hereof," "herein," "hereby," "hereunder," and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision or section of this Agreement. Words in this Agreement importing the singular number will mean and include the plural number, and vice versa. 75A1()364 20. Severability of Provisions. Wherever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement will be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. 21. Optionor's Breach. In the event of a breach by Optionor of its obligations under this Agreement that continues without cure beyond the applicable cure period, if any, or, if none, for more than thirty (30) days after Optionee shall have given Optionor written notice thereof ("Optionor Breach"), Optionee may elect to terminate this Agreement, in which event this Agreement shall terminate and the Parties shall have no further rights or obligations under this Agreement, except for rights and obligations which, by their terms, survive the termination of this Agreement. 22. Optionee Indemnity. Subject to the terms and conditions set forth in this Section, Optionee shall indemnify, hold harmless, and defend Optionor and its officers, directors, employees, agents, affiliates, successors and permitted assigns (collectively, "Optionor Indemnified Party") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, that are incurred by an Optionor Indemnified Party (collectively, "Optionor Losses"), arising out of any claim alleging: (i) any breach or non- fulfillment of any covenant or any negligent or more culpable act or omission of Optionee or its personnel (including any reckless or willful misconduct) in connection with this Agreement; (ii) any false representation of Optionee under this Agreement; or (iii) any claim for payment of Commissions to any other person or entity claiming by, through or under Optionee. Notwithstanding anything to the contrary in this Agreement, Optionee is not obligated to indemnify, hold harmless or defend any Optionor Indemnified Party against any claim (whether direct or indirect) if such claim or corresponding Optionor Losses arise out of or result from: (a) any pre-existing facts, circumstances, liabilities for matters merely discovered by Optionee (i.e., latent environmental contamination to the extent Optionee does not materially exacerbate same following its initial discovery), (b) Optionor Indemnified Party's and/or Optionor's agents' gross negligence or more culpable act or omission (including recklessness or willful misconduct), or (c) Optionor Indemnified Party's bad faith failure to materially comply with any of its material obligations set forth in this Agreement. Payments by Optionee under this Section in respect of any Optionor Losses are limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment actually received by any Optionor Indemnified Party in respect of any such indemnity claim. Any Optionor Indemnified Party shall use its best efforts to seek to recover any insurance proceeds in connection with making a claim under this Section. Promptly after the realization of any insurance proceeds, indemnity, contribution or other similar payment, any Optionor Indemnified Party shall reimburse Optionee for such reduction in Optionor Losses for which any Optionor Indemnified Party was paid under this Section before the realization of reduction of such Optionor Losses. Any Optionor Indemnified Party shall give Optionee prompt written notice (a "Claim Notice") of any Optionor Losses or discovery of facts on which such Optionor Indemnified Party intends to base a request for indemnification under this Section. Any Optionor Indemnified Party's failure to provide a Claim Notice to Optionee under this Section does not relieve Optionee of any liability that Optionee may have to any Optionor Indemnified Party, but in no event shall Optionee be liable for any 1 75A`365 Optionor Losses that result from a delay in providing a Claim Notice. Each Claim Notice must contain a description of the claim and the nature and amount of the related Optionor Losses (to the extent that the nature and amount of the Optionor Losses are known at the time). Any Optionor Indemnified Party shall furnish promptly to Optionee copies of all papers and official documents received in respect of any Optionor Losses. Optionee's duty to defend applies immediately, regardless of whether any Optionor Indemnified Party has paid any sums or incurred any detriment arising out of or relating, directly or indirectly, to any claim. Optionee may assume, at its sole option, control of the defense, appeal or settlement of any claim that is reasonably likely to give rise to an indemnification claim under this Section (an "Optionee Indemnified Claim") by sending written notice of the assumption to Optionor on or before thirty (30) days after receipt of a Claim Notice to acknowledge responsibility for the defense of such Optionee Indemnified Claim and undertake, conduct and control, through reputable independent counsel of its own choosing (which Optionor shall find reasonably satisfactory) and at Optionee's sole cost and expense, the settlement or defense thereof. If Optionee assumes control of the defense under this Section, Optionor Indemnified Party (a) shall fully cooperate with Optionee in connection therewith; and (b) may employ, at any time, separate counsel to represent it; provided, that Optionor Indemnified Party is solely responsible for the costs and expenses of any such separate counsel. Notwithstanding anything to the contrary in this Section, Optionor Indemnified Party may defend an Optionee Indemnified Claim with counsel of its own choosing and without the Optionee's participation if: (a) the Optionee Indemnified Claim is one for which Optionor properly gave Optionee a Claim Notice under this Section, and Optionee fails to assume the defense or refuses to defend the Optionee Indemnified Claim under this Section; (b) the Optionee Indemnified Claim seeks only an injunction or other equitable relief against Optionor Indemnified Party; or (c) Optionor Indemnified Party reasonably believes: (i) that there are one or more legal or equitable defenses available to it that are different from or in addition to those available to Optionee; and (ii) counsel for Optionee could not adequately represent the interest of Optionor Indemnified Party because such interest could be in conflict with those of Optionee; or (iii) such action or proceeding involves, or could have a material effect on, any material matter beyond the scope of the indemnification or defense obligations of Optionee. If Optionor Indemnified Party assumes control of the defense under this Section, Optionee shall: (a) reimburse Optionor Indemnified Party promptly and periodically for the reasonable costs properly incurred in defending against the Optionee Indemnified Claim (including reasonable attorneys' fees and expenses); and (b) remain responsible to Optionor Indemnified Party for any Optionor Losses indemnified under this Section. Optionee shall give prompt written notice to Optionor of any proposed settlement of an Optionee Indemnified Claim. Optionee may not, without Optionor's prior written consent, which Optionor shall not unreasonably withhold, condition or delay, settle or compromise any claim or consent to the entry of any judgment regarding which indemnification is being sought hereunder unless such settlement, compromise or consent: (a) includes an unconditional release of Optionor Indemnified Party from all liability arising out of such claim; (b) does not contain any admission or statement suggesting any wrongdoing or liability on behalf of Optionor Indemnified Party; and (c) does not contain any equitable order, judgment or tern (other than the fact of payment or the amount of such payment) that in any manner affects, restrains or interferes with the business of Optionor Indemnified Party. Optionor Indemnified Party may not settle or compromise any claim or consent to the entry of any judgment regarding which it is seeking indemnification hereunder without the prior written consent of Optionee, which Optionee shall not unreasonably 175A=366 withhold, condition or delay, unless: (a) if the Optionee Indemnified Claim is one for which Optionor properly gave Optionee a Claim Notice under this Section, and Optionee fails to assume the defense or refuses to defend the Optionee Indemnified Claim under this Section; or (b) such settlement, compromise or consent: (i) includes an unconditional release of Optionee from all liability arising out of such claim; (ii) does not contain any admission or statement suggesting any wrongdoing or liability on behalf of Optionee; and (iii) does not contain any equitable order, judgment or term (other than the fact of payment or the amount of such payment) that in any manner affects, restrains or interferes with the business of Optionor Indemnified Party. The obligations of Optionee and Optionor Indemnified Party under this Section shall survive the Closing or earlier termination of the Disposition Agreement and the expiration or earlier termination of this Agreement. [Signatures on the following page] 1 75A�367 IN WITNESS WHEREOF, the Parties have executed this Agreement to be effective as of the Effective Date. OPTIONEE: CARIBOU INDUSTRIES, INC. C Name: Its: OPTIONOR: CITY OF SANTA ANA, a public body, corporate and politic C Name: Its: Exhibits: Exhibit "A" Legal Description of the Property Exhibit `B" Legal Description of Parcel Exhibit "C" Notice of Exercise of Option Signature page to Caribou Industries, Inc. EXHIBIT A LEGAL DESCRIPTION OF PROPERTY 76A-369 EXHIBIT A TO PURCHASE OPTION AGREEMENT PROPERTY LEGAL DESCRIPTION All of that certain real property situated in the State of California, County of Orange, City of Santa Ana, described as follows: Parcel 1: All of Lots 2, 3, 6 and the Southerly 10.00 feet of the Northerly 20.00 feet of Lot 5 in Block 11 and all of Lots 1, 2, 3, 4, 5, and 6 in Block 12 of the Town of Santa Ana, as shown on a Map recorded in Book 2, page 51 of Miscellaneous Records of Los Angeles County, California. Together with that portion of Sycamore Street, 60.00 feet wide, as shown on said Map, as vacated and described in that certain Resolution No. 82-17 of the City Council of the City of Santa Ana, a certified copy of which was recorded February 11, 1982, as Document No. 82-051577 of Official Records of Orange County, California, bounded Southerly by the North line of Third Street, 60.00 feet wide, and bounded Northerly by a line parallel with and distant Northerly 140.00 feet, measured at right angles, from said North line of Third Street. Excepting therefrom the Easterly 15.00 feet of said Lot 3 in said Block 11. Parcel 2: A perpetual easement for ingress and egress over the South 2.50 feet of the East 15.00 feet of Lot 3 in Block 11 of the Town of Santa Ana, as shown on Map recorded in Book 2, page 51 of Miscellaneous Records of Los Angeles County, California, as reserved in the Deed of J.E. Lieberg et al, dated June 5, 1923 and recorded in Book 475, page 362 of Deeds, records of Orange County, California. Parcel 3: The right to use that portion of a brick wall of the building on Lot 1 in Block 11 of the Town of Santa Ana, as per Map recorded in Book 2, page 51 of Miscellaneous Records of Los Angeles County, California, which adjoins the East boundary line of the South 25.00 feet of Lot 2 in said Block 11, as a party wall, as granted by that certain Agreement, dated July 1, 1919 by and between H.R. Andre, also known as Roy Andre, et al, as parties of the first part, and L.J. Carden et al, as parties of the second part, recorded August 19, 1919 in Book 341, page 362 of Deeds, Records of Orange County, California. 75A-370 EXHIBIT B LEGAL DESCRIPTION OF PARCEL 79A-371 82-•361609 EMIB1T W All of that certain real property situated in the State of / California, County of Orange, City of Santa Ana, described as follows: Parcel 1: All of Lots 2, 31 6 and the southerly 10.00 feet of the Northerly 20.00 feet of Lot 5 in 01ock 11 and all of Lots 1, 2, 3, 4, 5 and 6 in Block 12 of the Town of Santa Ana, as shown on a Map recorded in Book 2, page 51 of Miscellaneous Records of Los Angeles County, California. Together with that portion of Sycamore Street, 60.00 feet wide, as sha-n on said Map, as vacated and described in that cE:r Lain Resolution No. 82-17 of the City Council of the City Of Santa Ana, a certified copy of which was recorded February 11, 1482, as Document No. 22-051577 of Official Records of Orange County, California, bounded southerly by file North line of Third Street, 60.00 feet pride, and hounded Northerly by a line parallel with and distant Northerly 110.00 feet, measured at right angles, from said North line of Third Street. Excepting therefrom the Easterly 15.00 feet of said Lot 3 in said Block 11. parcel 2: A perpetual easement for ingress and egress over the South 2.50 feet of the Fast 15.00 feet of Lot 3 in Block 11 of the Town of Santa Ana, as shown on a Map recorded i.n Book , page 51 of Miscellaneous Records of Los Angeles: County, California, as reserved in the need to J.F. Lieberg et al, dated June 5, 1923 and recorded in 'look 475, page 362 of Deeds, records of orange County, California. parcel 3: The right to use that portion Of a brick wail If the building on Lot 1 in Block L1 of the Town of Sant' Ara, as per Map recorded in Book 2, page 51 of Miscellaneocs Records of LOS Angeles County, California, which adjoins the Fast boundary line of the South 25.00 feet of Lot 2 in paid Alock 11, as a party wall, as jr.ntei by t:at certain alsoreellent, dated July 1, 1919 by and between 11.R. Andre, as Roy Andre, at al, as parties of the first part, anAugust Carden at al, as parties of the second part, rrecorded o`_ Orange 19, 1919 in Book 341, page 362 of needs, County, California. 75A-372 EXHIBIT C OPTION EXERCISE NOTICE To: Pursuant to the provisions of that certain Purchase Option Agreement (this "Agreement'), made as of 2020 (the "Effective Date"), at Santa Ana, California, by and between City of Santa Ana, a public body, corporate and politic ("Optionor"), and Caribou Industries, Inc. a Nevada Corporation ("Optionee"), Optionee hereby exercises the Option. Capitalized terms not defined in this Notice of Exercise shall have the meanings ascribed to them in the Agreement. Dated: 2020 OPTIONEE: CARIBOU INDUSTRIES, INC. a Nevada Corporation By: _ Name: Its: 7�X-373 EXHIBIT "K" TO DISPOSITION AND DEVELOPMENT AGREEMENT GRANT OF EASEMENTS AND RECIPROCAL ACCESS, PARKING OPERATION AND MAINTENANCE AGREEMENT, DATED OCTOBER 5, 2020 FOR REFERENCE PURPOSES ("PARKING AGREEMENT") Exhibit "K" (Parking Operations Agreement) 55394.00049\33239203.12 75A-374 RECORDED AT REQUEST OF CLERK, CITY COUNCIL CITY OF SANTA ANA WHEN RECORDED RETURN TO: City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92701 Attention: City Clerk Exempt from Filing Fees Gov. Code Sections 27383, 6103 GRANT OF EASEMENTS AND RECIPROCAL ACCESS, PARKING OPERATION AND MAINTENANCE AGREEMENT by and between the CITY OF SANTA ANA, a California charter city in the County of Orange of the State of California, and CARIBOU INDUSTRIES, INC., a Nevada Corporation [Dated as of October 5, 2020, for reference purposes only] Page 1 of 14 55 3 94.0 004 9\3 3 221248.8 75A-375 THIS GRANT OF EASEMENTS AND RECIPROCAL ACCESS, PARKING OPERATION AND MAINTENANCE AGREEMENT ("Parking Agreement") is dated for reference purposes only as of and made and entered into by and between the City of Santa Ana, a California charter city in the County of Orange of the State of California (the "City"), and Caribou Industries, Inc. a Nevada Corporation (the "Developer") (collectively, the "Parties," and each a "Parry"). The Parties enter into this Agreement with reference to the following recited facts (collectively, the "Recitals," and each a "Recital"): RECITALS A. City and Developer have entered into a Disposition and Development Agreement, dated October 5, 2020 for references purposes only, (the "DDA") for the development of the Property with a Mixed Use Project including apartments, commercial (including retail and food/beverage establishments), a seventy-five (75) room Hotel Project and a Parking Structure which will contain 444 total parking spaces including 211 public parking spaces ("Project"). B. Pursuant to the DDA, the City will convey to Developer the real property generally located at 201 West 3`d Street, Santa Ana, CA 92701 and as more particularly described in the legal description(s) attached to this Agreement as Exhibit "A" and depicted as APN 398-264-13 on the site plan attached to this Agreement as Exhibit "F" to the DDA (the "Property"). C. City is the Owner of "Parcel A" as shown on Exhibit B, which is incorporated herein by this reference which contains 211 public parking spaces. ("Public Parking Parcel") D. Developer is the owner of the Mixed Use Project, which contains 171 residential units, as shown on "Parcel B" which contains 196 parking spaces. ("Mixed Use Parking") E. Developer is the owner of the Hotel Project, which contains seventy five (75) hotel units, as shown on "Parcel C" which contains eighty-three (83) parking spaces which are accomplished by tandem parking spaces as well as the use of mechanical lifts. ("Hotel Parking") F. The Public Parking Parcel, the Mixed Use Parking and Hotel Parking are shown on Exhibit b, which is incorporated herein by this reference. G. Mixed Use Parking and Hotel Parking may be referred to together as "Developer Parking Parcels." ("Developer Parking Parcels") H. Public Parking Parcel, Mixed Use Parking and Hotel Parking may be referred to together as "Parking Structure". I. The City and Developer desire to enter into this Parking Agreement to set forth with specificity the accessibility and parking obligations applicable to the Parking Structure. ARTICLE 1 PARTIES; EFFECTIVE DATE 1.1 Incorporation of Recitals. The City and Developer agree that all of the above recitals are true and correct and are hereby incorporated into this Parking Agreement. Page 2 of 14 55 3 94.0 004 9\3 3 221248.8 75A-376 1.2 Effective Date of Agreement. This Parking Agreement is dated as of October 5, 2020, for reference purposes only. This Parking Agreement will become effective upon execution by the parties ("Effective Date") 1.3 Parties to Agreement. 1.3.1 The City. The address of the City is 20 Civic Center Plaza (M-25), P.O. Box 1988, Santa Ana, CA 92701; Attention: Steven Mendoza, Acting City Manager/Executive Director for Community Development. 1.3.2 The Developer. The Developer is Caribou Industries, Inc. a Nevada Corporation, LLC, The principal address of the Developer is 1103 N. Broadway, Santa Ana, CA 92701: Attention: Michael Harrah. 1.4 All of the terms, covenants and conditions of this Parking Agreement shall be binding on and shall inure to the benefit of the Developer and its nominees, successors and assigns. Wherever the term "Developer" is used herein or therein, such term shall include any nominee, assignee or successor of the Developer. 1.4.1 The City and Developer are sometimes individually referred to as "Party" and collectively as "Parties." ARTICLE 2 GRANT OF EASEMENTS 2.1 City Grant of Easements in Public Parking Parcel. The City hereby grants to Developer, for the benefit of Developer, a non-exclusive easement for pedestrian and vehicular ingress and egress for that certain real property (referred to herein as "Public Parking Parcel' described in Exhibit B and Exhibits B is hereby incorporated herein by reference. ("City Easement') The City Easement is being granted for the benefit of Developer for the purpose of constructing, operating and maintaining a portion of the Parking Structure and enabling the provision of a vehicular passageway throughout the Parking Structure. City Easement shall be enforceable as a covenant running with the land and an equitable servitude upon the lands overlying the Parking Structure, binding upon said lands, each person having or acquiring any right title or interest in said lands or any part thereof, or any improvements thereon, and upon their respective successors and assigns, and shall run for the benefit of the Developer and its successors and assigns owning or operating the Parking Structure. The grant of these Easements shall survive the termination of this Parking Agreement. 2.2 Developer Grant Easements in Developer Parking Parcels. The Developer hereby grants to City, for the benefit of City, non-exclusive easement for pedestrian and vehicular ingress and egress for that certain real property (referred to herein as the "Developer Parking Parcels") described in Exhibit B. ("Developer Easement') The Developer Easement shall be enforceable as a covenant running with the land and an equitable servitude upon the Parking Structure, binding upon each person having or acquiring any right, title, or interest in the Site or any part thereof, or any improvements thereon, and upon their respective successors and assigns, and shall run for the benefit of the City and its successors and assigns owning or operating the Parking Structure. Any conveyance of all or any part of or interest in the Parking Structure or Project shall be subject to, and by this Parking Agreement is deemed to be subject to, Easement Page 3 of 14 55 3 94.0 004 9\3 3 221248.8 75A-377 granted by Developer to the Developer Parking Parcels. The grant of these Easements shall survive the termination of this Parking Agreement. 2.3 Term. The term of this Parking Agreement shall remain in effect so long as the City owns the Public Parking Parcel. ARTICLE 3 OPERATION OF PARKING STRUCTURE 3.1 Costs of Operation and Maintenance. During the term of this Parking Agreement, Developer shall be solely responsible for all costs and expenses incurred for operating and maintaining, or causing to be operated and maintained, the Parking Structure, in accordance with the terms of this Parking Agreement. 3.2 Public Parking. Upon the issuance of a certificate of occupancy or certificate of completion by the City for the Parking Structure, or as soon thereafter as the Parties may mutually agree, the Public Parking Parcel which contains 211 public parking spaces, shall be available to members of the public twenty-four (24) hours a day, 365 days a year (the "Public Parking"). Developer shall ensure that the Residential tenants, Hotel Guests, and the staff for any use within the Project shall park in those designated spaces and shall not utilize the Public Parking at any time unless they pay for use of the Public Parking. Any use of the Public Parking by Residential tenants, Hotel Guests, and the staff for any use within the Project shall be subject to paying the Public Parking Fee consistent with the current Public Parking Rates set in accordance with Section 3.3. 3.2.1 No Common Area on floors within the Parking Structure containing Public Parking Parcels be used for parking without the express written consent of the City, nor shall any Common Area necessary to access the Public Parking Area be used for parking without the express written consent of the City. 3.2.2 Developer understands that the City currently sells monthly parking passes, and thirty (30) parking spaces are leased to California State University, Fullerton Foundation. The lease with California State University, Fullerton Foundation is set to expire on December 31, 2028. The City will work with California State University, Fullerton Foundation to relocate the thirty (30) leased parking spaces. If the relocation cannot be accomplished the Developer will accommodate the lease as part of the 211 public parking spaces. 3.2.3 If the thirty (30) leased parking spaces are unable to be relocated prior to the execution of this Agreement, these thirty (30) leased parking spaces shall not be subject to the parking rates as set forth in Section 3.3. 3.3 Parking Rates. Developer shall be entitled to establish the Public Parking Rates. The parking rates should be consistent with parking rates in the surrounding area. Public Parking Rates shall be approved in writing by the City. Developer shall not lease or issue any monthly parking pass for the Public Parking Space(s) without the prior written approval of the City. 3.4 Parking Revenue. Page 4 of 14 55 3 94.0 004 9\3 3 221248.8 75A-378 3.4.1 Collection of Parking Revenue. Developer may either provide staff to collect the Public Parking Fees, utilize automated equipment to collect the Public Parking Fees or a combination of staff and automated equipment. The Parking Rates shall be charged and collected twenty-four (24) hours a day. 3.4.2 Distribution of Parking Revenue. Developer shall use and distribute the Public Parking Revenue in the following order (1) payment of any Third Party Parking Agreement, if one is executed by Developer in accordance with DDA Section 5.13.2; (2) Parking Structure Operation expenses; (3) Payment of the Parking Structure Debt incurred by the City; (4) Distribution to City and Developer in compliance with Terms of the DDA Section 5.13, et. seq. 3.5 Developer's Duties. The Developer at all times shall have full control of and management of the Parking Structure, subject to the following: 3.5.1 Parking Structure Debt. Developer covenants and agrees pursuant to the terms of the DDA that Developer shall be solely responsible to pay the Parking Structure Debt in accordance with the terms of the DDA. 3.5.2 Management and Operating Plan. At least ninety (90) days prior to the completion of the Parking Structure, Developer shall submit to the City a Management and Operating Plan for the Parking Structure. 3.5.2.1 The Management and Operating Plan shall contain the following: (a) the method of collection of Parking Fees (e.g. staff collection at gate, automated gates or pay point); (b) the proposed fee structure for the Parking Rates; (c) the maintenance schedule including a telephone number where the City can contact someone twenty-four (24) hours a day to identify any deficiencies with the maintenance of the Parking Structure; (d) if Developer will be using a Third Party Operator, the proposed agreement with the Third Party Operator shall be provided; and (e) the annual Budget to the operation of the Parking Structure. 3.5.2.2 City shall be entitled to request and Developer shall provide any additional information City determines in its sole discretion is necessary to ensure the adequate operation of the Parking Structure. 3.5.3 Consistent with the approved Site Plans for the Project, Developer shall be entitled to post signage and paint curbs and lines in a manner typical of Parking Structure such as, without limitation, restricting the hours and duration of parking, designating specific spaces for use by members of the Public, or the Hotel or Residential use; designating specific spaces for handicapped parking, and establishing speed limits, gates, controls and other barriers and routes of travel. At no time shall Developer designate any parking within the Public Parking Parcel for any use other than Public Parking. Page 5 of 14 55 3 94.0 004 9\3 3 221248.8 75A-379 3.5.4 Enforce the observation of posted speed limits within the Parking Structure and to enforce parking restrictions including the duration of parking, and specified purpose spaces, and in connection therewith, to exact fines and penalties and/or cause vehicles to be towed away at the vehicle owner's expense in accordance with applicable parking ordinances. 3.5.5 In consultation with City's Police Department and in compliance with all City laws and regulations, institute security measures which may include, but are not limited to, gates, parking attendants, video cameras, motion sensors, lighting, and other means of controlling and securing the Parking Structure against unauthorized entry or improper, undesirable, or criminal conduct. It is further understood that notwithstanding that the Public Parking to be made available, Developer retains the right to exclude any specific person or persons who may have committed or be suspected of committing any improper, undesirable or criminal conduct or for any other reasons whatsoever except and to the extent prohibited by law. 3.5.6 Maintenance of Parking Structure. During the Term, Developer shall maintain, or cause to be maintained, in good condition and repair Parking Structure, in a neat, clean, sanitary and orderly condition, ordinary wear and tear and casualty excepted, including landscaping, utility systems, lighting, paving, irrigation systems, drainage facilities or systems, grading, subsidence, retaining walls or similar support structures foundations, directional signage, ornamentation, and all other improvements on or to the Parking Structure, now existing or made in the fixture. All maintenance shall be done in accordance with the all applicable Federal, State and local statutes, ordinances, rules, standards and regulations. 3.5.6.1 Developer shall provide a telephone number that the City can contact twenty-four (24) hours a day to report any maintenance deficiency. 3.5.6.2 Developer shall make repairs as soon as practicable and shall notify City once the maintenance deficiency is corrected. If Developer fails to correct the maintenance deficiency within forty-eight (48) hours of being reported by the City, unless Developer has requested additional time is necessary to correct the maintenance deficiency, City in its sole discretion has the right but not the duty to correct the maintenance deficiency, or to hire a contractor to perform the correction. Developer shall be liable for all costs incurred by the City to correct the maintenance deficiency, including City Staff time, and shall reimburse City for the costs within ten (10) days of receiving the invoice from the City. Should Developer fail to pay the invoice within thirty (30) calendar days from invoice, the costs shall accrue interest at the lesser of: (i) the rate often percent (10%) per annum or (ii) the Usury Limit, until paid in full. The City's right, but not the obligation, to cure any maintenance deficiencies shall not be deemed to create any special duty of care or create any right of any third parties, whether founded in tort or contract. 3.6 Insurance. 3.6.1 Continuously during the Term, Developer shall furnish, or shall cause to be furnished, to City evidence that Developer maintains Commercial General Liability insurance which affords coverage at least as broad as Insurance Services Office "occurrence" form CG 0001; such insurance policy or policies (including umbrella coverage, if any) to afford with minimum limits of at least Three Million Dollars ($3,000,000.00) per occurrence for bodily injury, personal injury and property damage. 3.6.2 Endorsements containing the following four provisions shall be obtained for the policies providing the above insurance: Page 6 of 14 55 3 94.0 004 9\3 3 221248.8 75A-380 3.6.2.1 Additional named insureds: "The City of Santa Ana, its elective and appointive boards, officers, agents, volunteers and employees are added as additional named insureds with respect to this subject project and contract with the City." 3.6.2.2 Notice: "Said policy shall not terminate nor shall it be canceled or the coverage reduced until after thirty (30) days written notice is given to the City of Santa Ana." 3.6.2.3 Primary coverage: "Said policy and coverage as is afforded to the City of Santa Ana, its elective and appointive boards, officers, agents, volunteers and employees shall be primary insurance and not contributing with any other insurance maintained by the City of Santa Ana." 3.6.2.4 Cross-liability/Severability of interests: "Said policy provides cross -liability coverage for Developer and City and provides for severability of interests." 3.6.3 Any and all insurance policies required hereunder shall be obtained and maintained at all times from insurance companies admitted in the State of California and rated at least A: VIII in Best's Insurance Guide. Any insurance maintained hereunder may be maintained under blanket policies, covering other risks and properties. 3.6.4 Developer agrees that any policy limits specified in this Section 3.6 shall be increased from time to time during the Term as reasonably requested by City in writing as follows: 3.6.4.1 City may request no more than once in any five (5) year period during the Term that the coverage limits be reviewed to set forth an increase in coverage limits. 3.6.4.2 Upon receipt of such a request from City, Developer shall consult with Developer's insurance agent and City shall consult with its Risk Manager, and the insurance limits shall be increased, if appropriate, to equal the then -prevailing commercially reasonable levels of insurance carried by prudent and responsible owners of similar privately - owned parking facilities in Orange County. 3.7 Indemnity. 3.7.1 To the fullest extent permitted by law, Developer shall fully indemnify, defend (at Developer's sole cost and expense and with legal counsel selected and approved by City, in City's sole discretion), protect and hold harmless City, its elected officials, directors, board members, officers, employees, contractors, volunteers, agents and attorneys (collectively "City Indemnitees") from and against any and all actual claims, demands, obligations, acts, causes of action, damages, costs, expenses, losses, judgments, fines, penalties and liabilities, in law or in equity ("Claims"), to person or property, of every kind or nature whatsoever claimed, made or suffered by any person or entity, relating to this Parking Agreement, the construction or condition of the Parking Structure, or operation of the Parking Structure by Developer, or its employees, agents, contractors or representatives ("Third Party Challenge"), except insofar as such Claims are the result of gross negligence or willful misconduct of any City Indemnitee. Developer further agrees that City may use its own legal staff or outside counsel in connection with defense of any Third -Party Challenge, at the City Attorney's sole discretion, and City shall Page 7 of 14 55 394.00049\33221248.8 75A-381 have the right to select outside counsel of its choice, in its sole discretion. All reasonable costs to City associated with its defense of any Third Party Challenge, including but not limited to the time and expenses of the City Attorney's Office, other City staff, any Consultants or experts retained in connection with the Third Party Challenge, attorney's fees of City's selected outside counsel, and litigation costs shall be fully reimbursed to City by Developer. City will provide Developer with monthly invoices for all such costs in the case of a Third Party Challenge. Developer shall make payment to City for any costs covered by this section within thirty (30) days of receipt of an invoice from City for such costs. 3.7.2 Developer's waivers with regard to City as well as its commitments to the defense and indemnification of City set forth herein shall remain in full force and effect throughout all stages of any lawsuit, claim, or proceeding. 3.7.3 In the event of any Third Party Challenge, the Parties shall cooperate in defending against such challenge. Each party shall promptly notify the other of any such challenges. Developer shall assist and cooperate at its expense with City in connection with any such challenges. 3.7.4 In any action at law or equity or other legal or administrative proceeding arising out of or relating to this Parking Agreement, or Developer's operation of the Parking Structure, neither City nor Developer shall be entitled to damages or other remedies or relief except as expressly set forth in this Parking Agreement. Permitted remedies shall include mandatory or injunctive relief, writ of mandate, specific performance of this Parking Agreement, or a claim for reimbursement of unexpended funds and advanced by Developer to City. Without limiting the generality of the foregoing, neither City nor Developer shall be liable under any circumstances for any direct, indirect, special, compensatory, consequential, punitive or exemplary damages, regardless of whether the claim for damages is based on contract, tort, statute or other basis of liability. 3.7.5 Indemnification Survives Termination. The rights and obligations set forth in this Section 3.7 shall survive termination of this Parking Agreement. 3.8 Developer Solely Responsible. Developer acknowledges and agrees that it is solely responsible for the operation and maintenance of Parking Structure and that City shall have no liability for any claims arising out of such operation and maintenance of Parking Structure. 3.9 Restoration After Casualty. Subject to the limitations contained in this Section 3.9, in case of casualty resulting in damage or destruction to the Parking Structure during the Term, Developer shall restore the Parking Structure, as nearly as feasible to its condition prior to the casualty (except that Developer shall have the right to make reasonable alterations). 3.10 Developer's Obligation to Pay Taxes. During the Term, Developer shall pay all lawfully required property taxes and assessments on the Site, including, without limitation, real estate and personal property taxes, and any and all utility, city, or county assessments, lawfully assessed, levied, confirmed, or imposed during the Term of this Parking Agreement, whether or not now customary or within the contemplation of City and Developer. 3.10.1 Developer will have the right to contest the amount or validity, in whole or in part, of any tax or assessment by appropriate proceedings diligently conducted in good faith, only after paying the tax or posting such security as may be reasonably and customarily Page 8 of 14 55 3 94.0 004 9\3 3 221248.8 75A-382 necessary in order to protect the Public Parking against loss or forfeiture. Upon the termination of those proceedings, Developer will pay the amount of the tax or part of the tax as finally determined, the payment of which may have been deferred during the prosecution of the proceedings, together with any costs, fees, interest, penalties, or other related liabilities. City will not be required to join in any contest or proceedings unless the provisions of any law or regulations then in effect require that the proceedings be brought by or in the name of City. In that event, City will join in the proceedings or permit them to be brought in its name; however, City will not be subjected to any liability for the payment of any costs or expenses in connection with any contest or proceedings, and Developer will indemnify City against and hold City harmless from any of those costs and expenses. 3.11 Covenants Running with the Land. The covenants of this Article 2 and 3 shall be covenants running with the land under California Civil Code Section 1468 of the Developer Property and of the Public Access Parcels for the benefit of the and the City, and binding upon successive owners of the Developer Property, until the end of the term, as defined in Section 2.3. ARTICLE 4 AUDITS 4.1 Audit and Records. The Developer agrees to provide, within forty-eight (48) of written notice provided by City, such reasonable reports, ledgers, receipts, invoices and similar documentation as may be necessary or relevant to the determination of Revenue received by Developer from the collection of Parking Fees, the Costs of Operation and Maintenance of the Parking Structure, and data regarding Parking Structure activity. City or its designee may request any other information it deems necessary to monitory compliance with the requirements set forth in the DDA or this Parking Agreement. Such records shall be maintained for a period of no less than five (5) years from their creation. The City may at any time, require the Developer to allow an audit of its books and records concerning the operation and maintenance of the Parking Structure by a certified public accounting firm of the City's choice and shall direct its accountants, attorneys, consultants and others having possession or control of such information and/or documentation to reasonably cooperate with the City's auditors; provided, however, that the Developer shall be required to disclose or make available any information or document subject to a privilege or exemption pursuant to any provision of the California Evidence Code. 4.1.1 City shall be permitted to inspect and photocopy same, and to retain copies, outside of the Developer's premises, of any and all records with appropriate safeguards, if such retention is deemed necessary by the City in its reasonable discretion. This information shall be kept by the City in strictest confidence allowed by law. 4.1.2 All books, records, documents and any other evidence referenced in this Section 4.1 shall be maintained or made available in a single location in Santa Ana. 4.1.3 Once every fiscal year, City may request an audit to be performed by an independent audit firm selected by City, Developer shall be solely responsible for the expense of this audit. City may perform additional audits during the fiscal year, but any additional audit(s) shall be at the sole expense of the City. 4.2 If the conclusion of such audit is that the Developer has understated its Parking Revenue by more than ten percent (10%), or overstated its Expenses by more than ten percent Page 9 of 14 55 3 94.0 004 9\3 3 221248.8 75A-383 (10%), in any quarter, the Developer shall reimburse the City any underpayment of Fees owed to City within ten (10) days written demand therefor, computed from the date that such underpayment was otherwise due, together shall accrue interest at the lesser of: (i) the rate of ten percent (10%) per annum or (ii) the Usury Limit, until paid in full. ARTICLE 5 II 1 : UI : � Ih: Y 1 ► 5.1 Event of Default. Each of the following shall constitute an "Event of Default" under this Parking Agreement: 5.1.1 Failure by a Party to comply with and observe any of the conditions, terms, or covenants set forth in this Parking Agreement, if such failure remains uncured within sixty (60) days after written notice of such failure from the other Party in the manner provided herein or, with respect to a default that cannot be cured within thirty (30) days, if the Party in default fails to commence such cure within such sixty (60) day period or thereafter fails to diligently and continuously proceed with such cure to completion. However, if a different period, notice requirement, or remedy is specified under any other section of this Parking Agreement, then the specific provision shall control. 5.1.2 At City's sole discretion, City can request developer Terminate the Third Party Operator. Developer shall replace the Third Party Operator within ninety (90) calendar days of City's request. 5.1.3 At City's sole discretion if Developer fails to cure the default, City shall have the right but not the obligation to become the operator of the Parking Structure. If City becomes the Operator, all City incurred expenses including staff time for the operation of the Parking Structure shall be paid by the Parking Revenue received by the Parking Structure, should the Parking Revenue be insufficient to cover City incurred expenses, then Developer shall reimburse the City for the City's incurred expenses that were not covered by the Parking Revenue. Developer shall pay City within thirty (30) calendar days after written demand for payment from the City. Any amount expended by the City pursuant to this Section 5.3.1 that is not reimbursed to the City by the Developer within thirty (30) calendar days after written demand to the Developer for such reimbursement, shall accrue interest at the lesser of: (i) the rate often percent (10%) per annum or (ii) the Usury Limit, until paid in full. 5.1.4 Should Developer purchase Public Parking Parcel from City and Record of a covenant to retain and maintain the 211 Public Parking Spaces in perpetuity the benefit of the City, then the terms of this Parking Agreement shall expire, excepting however, that the Indemnity Provisions and all granted Easements, for access and parking shall survive the termination of this Parking Agreement. 5.2 Legal Actions. Either party may institute legal action to cure, correct or remedy any default, and recover damages for any such default, or to obtain any other remedy available to that party, in law or in equity, consistent with the provisions of this Parking Agreement. Such legal actions must be instituted in the Superior Court of the County of Orange County, State of California. Page 10 of 14 55 3 94.0 004 9\3 3 221248.8 75A-384 ARTICLE 6 MISCELLANEOUS TERMS 6.1 Entire Agreement. This Parking Agreement, which incorporates the DDA, contains the entire agreement between the Parties relating to the rights herein granted and the obligations herein assumed. Any oral representations or modifications concerning this Parking Agreement shall be of no force and effect. This Parking Agreement may be amended only by a subsequent document in writing, signed by the Parties. 6.2 Attorneys' Fees. In the event of any action or proceeding relating to this Parking Agreement or any breach thereof, the prevailing Party shall be entitled to recover from the non - prevailing Party, in addition to all other relief available to it, its reasonable attorneys' fees and costs. 6.3 Binding Effect. This instrument shall be binding on and shall inure to the benefit of Developer and City, and their respective permitted successors, assigns, heirs, executors and administrators, and shall run with the land comprising the Parking Structure, and be binding upon all successor owners, lessees and mortgagees of the Site, and inure to the benefit of all successor owners of the Site and their mortgagees. 6.4 City Manager's Authority. The City Manager is hereby given the authority, on behalf of the City, to approve minor, non -substantive amendments to this Parking Agreement, and to give, condition or withhold the City's approvals as described herein, all without the need to return to the City's governing board for approval or ratification. 6.5 Subordination. At Developer's request from time to time, the City shall sign such documents as may be requested by Developer, to confirm that the City's rights under this Parking Agreement, are subject and subordinate to other encumbrances on the Site including, without limitation, deeds of trust and declarations of covenants, conditions, restrictions and reciprocal easements; provided, however, that as a condition of signing any document, the City shall be provided an agreement from the holder of the senior encumbrance that, except in the case of an Event of Default on the part of the City, the City's rights under this Parking Agreement including, without limitation, the Parking Covenant, shall not be disturbed. [Signatures on following pages] Page 11 of 14 55 3 94.0 004 9\3 3 221248.8 75A-385 SIGNATURE PAGE TO GRANT OF EASEMENTS AND RECIPROCAL ACCESS, PARKING OPERATION AND MAINTENANCE AGREEMENT By and Between �ITI�F MANTA AND CARIBOU INDUSTRIES, INC. CITY OF SANTA ANA: DEVELOPER: By:_ Name: Its: Attest: By: City Clerk 0uaITIMA91o7:R�lIlei To] :7u$ By: City Attorney m Its: 55394.00049\33221248.8 75A-386 EXHIBIT A LEGAL DESCRIPTION 55 3 94.0 004 9\3 3 221248.8 75A-387 EXHIBIT "A" TO GRANT OF EASEMENTS AND RECIPROCAL ACCESS, PARKING OPERATION AND MAINTENANCE AGREEMENT PROPERTY LEGAL DESCRIPTION All of that certain real property situated in the State of California, County of Orange, City of Santa Ana, described as follows: Parcel 1: All of Lots 2, 3, 6 and the Southerly 10.00 feet of the Northerly 20.00 feet of Lot 5 in Block 11 and all of Lots 1, 2, 3, 4, 5, and 6 in Block 12 of the Town of Santa Ana, as shown on a Map recorded in Book 2, page 51 of Miscellaneous Records of Los Angeles County, California. Together with that portion of Sycamore Street, 60.00 feet wide, as shown on said Map, as vacated and described in that certain Resolution No. 82-17 of the City Council of the City of Santa Ana, a certified copy of which was recorded February 11, 1982, as Document No. 82-051577 of Official Records of Orange County, California, bounded Southerly by the North line of Third Street, 60.00 feet wide, and bounded Northerly by a line parallel with and distant Northerly 140.00 feet, measured at right angles, from said North line of Third Street. Excepting therefrom the Easterly 15.00 feet of said Lot 3 in said Block 11. Parcel 2: A perpetual easement for ingress and egress over the South 2.50 feet of the East 15.00 feet of Lot 3 in Block 11 of the Town of Santa Ana, as shown on Map recorded in Book 2, page 51 of Miscellaneous Records of Los Angeles County, California, as reserved in the Deed of J.E. Lieberg et al, dated June 5, 1923 and recorded in Book 475, page 362 of Deeds, records of Orange County, California. Parcel 3: The right to use that portion of a brick wall of the building on Lot 1 in Block 11 of the Town of Santa Ana, as per Map recorded in Book 2, page 51 of Miscellaneous Records of Los Angeles County, California, which adjoins the East boundary line of the South 25.00 feet of Lot 2 in said Block 11, as a party wall, as granted by that certain Agreement, dated July 1, 1919 by and between H.R. Andre, also known as Roy Andre, et al, as parties of the first part, and L.J. Carden et al, as parties of the second part, recorded August 19, 1919 in Book 341, page 362 of Deeds, Records of Orange County, California. 75A-388 EXHIBIT B City Easement and Developer Easements 55 3 94.00049\3 3 221248.8 75A-389 Exhibit 7 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 Free Recording pursuant to Government Code 17383 DENSITY BONUS HOUSING AGREEMENT This DENSITY BONUS HOUSING AGREEMENT ("Agreement'), made and entered into this day of 2020, by and between the City of Santa Ana, a charter city and municipal corporation of the State of California ("City"), and Caribou Industries, Inc., a Nevada corporation ("Developer"). City and Developer are sometimes referred to collectively as the "Parties" and individually as a "Party." RECITALS A. The City owns that certain property located within the City of Santa Ana, County of Orange, State of California, commonly known as 201 West 3`d Street, Santa Ana, California, 92701, 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. Based on the reasons identified in the Disposition and Development Agreement between the Parties, the City desires to convey the Property and the Developer desires to accept the Property for the purpose of development of the Project as defined herein. C. Developer is proposing to construct a mixed use commercial and residential development consisting of one -hundred and seventy-one (171) residential rental units and 13,419 square feet of commercial space on the Property, in addition to a parking structure and hotel, as more particularly set forth in Density Bonus Application No. 2020-01 and Site Plan Review No. 2020-01 ("Project'). D. 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 and/or incentives, concessions, or waivers to property owners or developers 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. 75A-390 E. The Project is proposing a total number of one -hundred and seventy-one (171) residential units, including eleven (11) percent (nineteen (19) units) for very -low income households. Accordingly, the Developer is able to seek an onsite parking standards incentive, concessions and waivers pursuant to the California Government Code because the Project will include onsite affordable units. Specifically, pursuant to California Government Code section 65915(p)(1), the Developer is seeking a reduction to provide onsite parking at the ratio of one (1) stall for studio or one -bedroom units, and two (2) stalls for two- to three -bedroom units, a concession for open space, and a concession for massing pursuant to California Government Code section 65915(d)(1), as well as waivers for building height and floor area pursuant to California Government Code Section 65915(e)(1) . F. The Project complies with the affordable housing requirements set forth in the State Density Bonus Law and City Density Bonus for Affordable Housing. 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 and City Density Bonus for Affordable Housing, and the express provisions of Government Code section 65915(p), the City has determined to grant Developer's application for density bonus and related onsite parking standards incentive, two concessions and waivers. H. This Agreement, and the exhibits attached hereto and incorporated herein by reference, are 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 thedensity bonus incentive set forth herein. NOW, THEREFORE, in consideration of the above recitals, which are incorporated herein by this reference, and of the mutual covenants contained herein, 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 Health and Safety Code Section 50052.5(h). . 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. The Affordable Rent shall be adjusted to reflect a reasonable utilities allowance for utilities paid by the household using the Santa Ana Housing Authority Multi -Family Housing Utility Allowance Schedule, and shall be updated no less than annually. 75A-391 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 rented or available for rent to very -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 California Department of Housing and Community Development ("HCD"), adjusted for family size, and shall be updated no less than annually. 1.1.4 "Affordable Units" means nineteen (19) units, which shall be comprised of ten (10) studio units, six (6) one -bedroom units, and three (3) two -bedroom units for Very -Low Income Tenants. Any change to the number or distribution of Affordable Units is subject to City Manager approval. 1.1.5 "Agreement" means this Density Bonus Housing Agreement. 1.1.6 "Base Units" means the one hundred and twenty-seven (127) Units that Developer would be authorized to develop on the Property without application of the State Density Bonus Law. 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 forty-four (44) Units in addition to the Base Units that Developer shall develop pursuant to the terms and conditions of this Agreement, of which Developer would not be entitled to develop without providing the Affordable Units. Pursuant to density allowance in the State Density Bonus Law, Developer would be allowed up to forty-five (45) Density Bonus Units, but has elected to utilize forty-four (44) Density Bonus Units pursuant to the plans submitted by Developer. 1.1.14 "Developer" means Caribou Industries, Inc., a Nevada corporation, and its permitted successors and assigns to all or any part of the Property. 75A-392 1.1.15 "Effective Date" means the date the 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, pursuant to section 4.1 herein. 1.1.16 "Eligible Household" means a Household whose income does not exceed the qualifying limit for a "very -low income tenant" as defined herein, which means persons and families whose income does not exceed the qualifying limit for very -low income households. 1.1.17 "Household" means all persons residing in a Unit. 1.1.18 "Median Income" means the Orange County, California area median income, adjusted for family size appropriate to the unit, as periodically published by HCD. 1.1.19 "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. 1.1.20 "Project" means that certain mixed use commercial and residential development as more particularly described in Recital B and Section 2 of this Agreement. 1.1.21 "Property" means that certain real property more particularly described in the legal description in Exhibit A and improvements thereon. 1.1.22 "State Density Bonus Law" means Government Code sections 65915, et seq., as they exist on the Effective Date. 1.1.23 "Unit" means a residential dwelling unit within the Project to be constructed by Developer pursuant to this Agreement. 1.1.24 "Unrestricted Units" means the Units within the Project to be constructed by Developer to a Household without restriction. 1.1.25 "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 HCD. 1.2 Exhibits. The following documents are attached to, and by this reference made a part of, this Agreement: 75A-393 1.2.1 Exhibit A — Legal Description of the Property 1.2.2 Exhibit B — Tenant Verification 1.2.3 Exhibit C — Annual Tenant Recertification 1.2.4 Exhibit D — Annual Rental Housing Compliance Report 1.2.5 Exhibit E —Notice of Affordability Restrictions on Transfer of Property 1.2.6 Exhibit F — Parking Management Plan 1.2.7 Exhibit G — Map of Location of Initial Affordable Units 1.2.8 Exhibit H — Density Bonus Setup Fee 2. DEVELOPMENT OF THE PROPERTY 2.1 Project. Developer shall develop, operate, and maintain the Property as a one - hundred and seventy-one (171) Unit mixed use commercial and residential development, with nineteen 19 Affordable Units for Very -Low Income Tenants. 2.2 Density Bonus. The Project shall have one -hundred and seventy-one (171) Units, including nineteen (19) Affordable 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 thirty-five percent (35%) density bonus increase provided by the State Density Bonus Law (127 Base Units x 35% = 45 State Density Bonus Units) for a total of 171 units. Although Developer has a right to construct up to forty-five (45) State Density Bonus Units on the Property, Developer has elected to construct or develop, or otherwise claim a right to construct or develop, no more than forty-four (44) State Density Bonus Units on the Property. 2.3 Development Concessions. Incentives. and Waivers. As set forth in the City entitlements, Developer petitioned for and is hereby granted the following concessions, incentives, and waivers as part of the approval of Density Bonus Agreement No. 2020-01 for the Project: 2.3.1 The onsite parking standards for the Project shall be reduced from 2.15 parking spaces per unit to 1.15 spaces per unit pursuant to California Government Code sections 65915(p)(1), which provides onsite parking at the ratio of one (1) stall for studio or one -bedroom units, and two (2) stalls for two- to three -bedroom units, for a total of 196 onsite parking spaces for the Project. 2.3.2 The General Plan Land Use Element Downtown District Center floor area ratio maximum of 3.0 shall be waived in accordance with Government Code Section 65915(e)(1), as such a maximum floor area for the development site of 4.2 with floor area as defined by California Government Code Section 65917.2(a)(2) shall be permitted for the development site. 75A-394 2.3.3 The Santa Ana Municipal Code Section 41-2011(a) Lined Block Building Type 10-story maximum development standard for this Project shall be waived in accordance with Government Code Section 65915(e)(1), as such sixteen stories shall be a permitted for the Project. 2.3.4 The Santa Ana Municipal Code Section 41-2023(f) Open Space development standard for this Project shall be modified in accordance with Government Code Section 65915(d)(1), as such the common open space shall be provided as roof decks on various building levels for the Project. 2.3.5 The Santa Ana Municipal Code Section 41-2023(i) Massing development standard for this Project shall be modified in accordance with Government Code Section 65915(d)(1), as such the massing ratio for level three shall be permitted at 94 percent for the Project. 2.4 No Further Concessions, Incentives. or Waivers. Developer acknowledges and agrees that the concessions, incentives, and waivers set forth in section 2.3 above fully satisfies any duty City may have under the Santa Ana Municipal Code, the Density Bonus Law, or any other law or regulation to provide any development incentive or to waive any building, zoning, or other requirement in return for providing Affordable Units. 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. 2.5 Unrestricted Units. The Project, for purposes of this Agreement, may have no more than one -hundred and fifty-two (152) Unrestricted Units comprised of eighty-five (85) studio units, forty-five (45) one -bedroom units and twenty-two (22) two -bedroom units. Any change to the unit distribution of the Unrestricted Units may affect the comparability of the Affordable Units and is subject to City Manager approval. 2.6 Affordable Units. The Project, for purposes of this Agreement, shall have no less than nineteen (19) Units, which shall be comprised of ten (10) studio units, six (6) one -bedroom units, and three (3) two -bedroom units, designated as Affordable Units pursuant to the terms and conditions of this Agreement. The Affordable Units shall be consistent with all City approvals, comparable in bedroom distribution and amenities to the Unrestricted Units, and shall be located throughout the Project as required under Santa Ana Municipal Code section 41-1602(c)(6). 2.7 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. 2.8 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, 75A-395 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. 2.9 Relocation Prior to Development of Project. 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 may be 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. 2.10 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. 2.11 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 75A-396 the date that the building in which the Affordable Unit is located receives all required occupancy permits from the City. 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 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 nineteen 19 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 fifty (50%) of the area median income for the Orange County, California PMSA, adjusted for household size, as published by HCD, including an allowance for utilities. 4. OPERATION OF THE PROJECT BY DEVELOPER 4.1 Payment of Density Bonus Setup Fee and Recording of Documents. The Developer must pay the Density Bonus Setup Fee in the amount of fifty-six thousand six hundred ninety- seven dollars and twelve cents ($56,697.12) prior to the issuance of building permits for the Project. The amount of the Density Bonus Setup Fee is based on the calculation attached herewith as Exhibit H and incorporated herein by this reference. After the payment of the Density Bonus Setup Fee, but before 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. The date of recording of the Agreement shall be the Effective Date of the 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 and City Density Bonus Law, 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. 75A-397 4.3 Location of Affordable Units. During the Density Bonus Housing Agreement Term, the Affordable Units shall be dispersed throughout the Project in accordance with the terms and conditions set forth in this Agreement. The Affordable Units shall be permitted to float among all one -hundred and seventy-one (171) apartment Units in the Project. The units shall be evenly distributed among all levels of the project in the one building that comprises the Project. The location of the first nineteen (19) Affordable Units to be occupied is attached herewith as Exhibit G and incorporated herein by reference. Any future changes in the distribution of the Affordable Units requires prior written approval from the City Housing Division. 4.4 Occupancy Levels. The number of persons permitted to occupy each Affordable Unit shall not exceed the occupancy permitted pursuant to Health and Safety Code section 50052.5(h). In the event that a household residing in an Affordable Unit exceeds the permitted number of persons, then that household shall be placed on a waiting list for the appropriate -sized unit and be eligible for transfer when an appropriate -sized unit becomes available. The household will be placed on the waiting list for up to one -hundred and eighty (180) days. If an appropriate - sized unit does not become available during the 180 days, the Developer will have grounds to terminate that household's lease. If the household refuses to transfer to an appropriate -sized unit then the Developer will also have grounds to terminate that household's lease. 4.4.1 Written Notification. Developer shall provide written notification informing the household that: it is over -occupancy; has been placed on a waiting list for up to one -hundred and eighty (180) days; the expiration date of the waiting list; and the terms for terminating the lease. A written status update will be provided to the household at one - hundred and twenty (120) days, ninety (90) days, sixty (60) days and thirty (30) days if applicable. 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 Affordable 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 Units at the Project. 4.6 Maintenance. Developer 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. Developer 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. 4.7 Marketina and Resident Selection Plan. Each Affordable Unit shall be leased to Eligible Households selected by Developer who meet all of the requirements provided herein. 75A-398 Prior to Certificate of Occupancy, Developer shall prepare and obtain City's approval, which approval shall not be unreasonably withheld, of a marketing program and resident selection plan for the leasing of the Affordable Units at the Project ("Marketing Program"). The leasing of the Affordable 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. 4.7.1 The Marketing Program shall include, but is not limited to, marketing and community outreach activities, proposed tenant selection criteria, occupancy standards, income requirements, timeline and details for outreach and marketing, data collection, record keeping and monitoring, procedures for complaints, and compliance assessment. Components of the resident selection plan shall include, but are not limited to, the application process, interview procedure, apartment offer and assignment, rejected applications, and wait list management. All requirements set forth herein shall be incorporated in the Marketing Program. 4.8 Rental Lease Agreement. Developer shall prepare and obtain City's approval, which approval shall not be unreasonably withheld, of a rental lease agreement ("Lease Agreement"). All Lease Agreements must 1) identify the names and ages of all members of the household who will occupy the Affordable Unit; and 2) state that the Household's right to occupy the Affordable Unit is subject to compliance with the Median Income requirements, adjusted for family size appropriate to the unit, as periodically published by HCD. All Lease Agreements must be consistent with the terms contained in this Density Bonus Agreement. 4.8.1 Prohibited Lease Terms. The Lease Agreement may not contain any of the following provisions: (a) Agreement to be Sued. Agreement by the tenant to be sued, to admit to guilt, or to a judgment in favor of the Developer in a lawsuit brought in connection with the lease; (b) Treatment of Prouerty. Agreement by tenant that the Developer may take, hold, or sell personal property of household members without notice to tenant and a court decision on the rights of the parties. This prohibition, however, does not apply to an agreement by the tenant concerning disposition of personal property remaining in the housing unit after the tenant has moved out of the unit. The Developer may dispose of this personal property in accordance with State law; (c) ExcusingDeveloper eveloper of Responsibility. Agreement by the tenant not to hold the Developer of the Developer's agent legally responsible for any action or failure to act, whether intentional or negligent; (d) Waiver of Notice. Agreement of the tenant that the Developer may institute a lawsuit without notice to the tenant; (e) Waiver of Legal Proceedings. Agreement by the tenant that the Developer may evict the tenant or household members without instituting a civil court proceeding in which the tenant has the opportunity to present a defense, or before a court decision on the rights of the parties; 10 75A-399 (f) Waiver of a Jury Trial. Agreement by the tenant to waive any rights to a trial by jury; (g) Waiver of Right to Appeal Court Decision. Agreement by the tenant to waive the tenant's right to appeal, or to otherwise challenge in court, a court decision in connection with the lease; and (h) Tenant Chargeable with Cost of Legal Action Regardless of Outcome. Agreement by the tenant to pay attorney's fees or other legal costs even if the tenant wins in a court proceeding by the Developer against the tenant. The tenant, however, may be obligated to pay costs if the tenant loses. 4.9 Selection of Tenants. 4.9.1 Developer shall be responsible for the selection of tenants for the Affordable Units in compliance with lawful and reasonable criteria and the requirements of this Agreement. 4.9.2 Local preference for Santa Ana residents and workers in tenant selection for the Affordable Units 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 the Affordable 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 All applicants will be screened and "lotterized." A waiting list will be created from a lottery generated from the initial pool of rental applications. The waiting list will track applicant name and contact information, lottery number (or designated number after the initial lottery), household income, household size, status of application, and any other information deemed necessary. The waiting list will be maintained as an electronic file and available for audit by the City of Santa Ana in accordance with resident selection procedures as set forth herein. 4.9.4 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) 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. 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 a minimum, at least one of the following steps as a part 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 11 75A-400 (5) if the applicant is unemployed and has no such tax return, obtain another form of independent verification. 4.10.1 Gross Household Income. Gross household income means all income from whatever source from all Adult Household members, which is anticipated to be received during the 12-month period following the date of the determination of Gross Household Income. The applicable sources of income are defined in California Code of Regulations Title 25 Housing and Community Development Section 6914. 4.10.2 Annual Recertification. Developer agrees to recertify household eligibility annually. Notification of Annual Tenant Recertification shall be sent to the household in substantially the form attached hereto as Exhibit C. An Annual Rental Housing Compliance Report ("Annual Compliance Report") shall be sent to the City in substantially the form attached hereto as Exhibit D. The Annual Compliance Report shall be due to the City within 30 days of the anniversary of the commencement of the Total Affordability Term, which is the date that each building receives all required occupancy permits from the City. 4.10.3 Continued Income Qualification and Vacated Affordable Units. If the annual recertification demonstrates that a previously eligible tenant's gross household income exceeds the Median Income for the Affordable Unit, the pertinent actions from the following list must be taken: (a) The Developer may offer to rent the unit to the previously, but no longer, Eligible Household as an Unrestricted Unit without any limitations on rental rates. In that case, the Developer must then make available for rent to an Eligible Household another unit within the Project that meets the size and location requirements for Affordable Units under this Density Bonus Agreement. If there are no vacant units meeting those requirements, then the next available unit within the Project which does meet those requirements must be rented to an Eligible Household. (b) If the no longer Eligible Household either moves to another Unrestricted Unit within the Project or leaves the Project altogether, then the vacated Affordable Unit or, at Developer's election any other Unrestricted Unit within the Project which meets the size and location requirements for Affordable Units under this Density Bonus Agreement and has the same number of bedrooms as the vacated unit shall be rented as an Affordable Unit to an Eligible Household. 4.11 Monitoring and Recordkeeping. 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. Developer 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 Developer's compliance with the affordability restrictions contained in this Agreement related to the Affordable Units, not to exceed monitoring costs for up to nineteen (19) Affordable Units. Representatives of City shall be entitled to enter the Property if necessary after review of 12 75A-401 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 relating to the Affordable Units 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 relating to the Affordable Units 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 ten (10) Business Days of written notice thereof, or such longer period as is reasonable within the sole discretion of the City. 4.12 Notice of Affordability Restrictions on Transfer of Property. In the event Developer wishes to sell or transfer the Project during the Total Affordability Term, the City and the Developer shall execute and deposit into escrow a Notice of Affordability Restrictions on Transfer of the Property as contained herein (Exhibit E). The sale or transfer of the Property shall not be effective unless and until the City and the transferee execute the documents necessary to transfer the Density Bonus Agreement obligations from the Developer to the transferee. 4.13 [Intentionally Reserved) 4.14 Alternative Transportation and Energy Source Resource Conservation, ana LtShi.) 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. 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 Onsite Property Manager. The Project shall 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 (b) Fire Department (c) Planning and Building Agcncy (d) Community Development Agency 4.16 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 13 75A-402 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 4.17 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 that the CFH Plan meets the requirements of this Subsection 4.17 prior to issuance of the Certificate of Occupancy. The approved CFH Plan shall be implemented and administered by Property Management. 4.18 Parking Management Plan. Developer has provided a parking management plan ("PMP"), attached herewith as Exhibit F and incorporated herein by reference, which indicates that, if needed, valet service for on -site vehicle stacking for the entire parking structure could create an additional 122 parking spaces, raising the total onsite residential parking spaces from 196 to 318 and raising the total parking supply in the parking structure from 490 to 612 spaces. In addition, the PMP indicates that an additional 50 offsite parking spaces at a nearby City -owned parking structure could be leased on a long term basis. The PMP shall be adhered to and be enforced by the Project at all times. Additionally, the City may enforce the provisions of the PMP against the Developer in the City's sole discretion. [INTENTIONALLY RESERVED] 6. TERM OF THIS AGREEMENT 6.1 Tenn. 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 building in which the Affordable Units are located. 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 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. 14 75A-403 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 Parry. 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 ("Permitted Transfer"). In connection with Permitted Transfer, 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. Upon the delivery of the assignment and assumption agreement as provided for above for a Permitted Transfer, or in the event of a sale of the Property as provided for in Section 8.1.1, Developer shall be released from any future obligations under this Agreement. 8.1.2 Sale of Property. Developer 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 Developer 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. Developer further understands and agrees that the Density Bonus permit approvals received for this Project have been made on the condition that Developer and all subsequent owners, or other successors and assigns of the Property and/or Project lease and rent the Affordable Units in accordance with the terms and conditions stipulated in Sections 4, 5 and 6 15 75A-404 of this Agreement for a term of fifty-five (55) consecutive years commencing upon the date of issuance of the last certificate of occupancy for the Project. 8.1.3 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. 8.1.4 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, withoutregard 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 with respect to the density bonus of the Project, 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, understandings or covenants shall be 16 75A-405 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 Property in the Official Records of Orange County, California. 9.3 Notices. 9.3.1 Delivery. 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: Caribou Industries, Inc. 1103 North Broadway Santa Ana, CA 92701 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 75A-406 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 California 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 18 75A-407 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 Project 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 75A-408 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 carry 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 for Affordable Housing, 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 Party. 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 20 75A-409 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 75A-410 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: Daisy Gomez Clerk of the Council APPROVED AS TO FORM Sonia R. Carvalho City Attorney 4By:an4Hod0g—e Attorney tCi RECOMMENDED FOR APPROVAL: Steven A. Mendoza Executive Director Community Development Agency CITY OF SANTA ANA Kristine Ridge City Manager 22 NC. 75A-411 EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY 23 75A-412 EXHIBIT "A" 3RD & BRAADWAY 201 W. 3RD STREET LEGAL DESCRIPTION THOSE CERTAIN PARCELS OF LAND IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, BEING LOTS 2 AND 3 AND A PORTION OF LOTS 1, 4, 5, 6 ALL IN BLOCK 12 TOGETHER WITH LOTS 2, AND A PORTION OF LOTS 3 AND 6 ALL IN BLOCK 11 AND TOGETHER WITH A PORTION OF SYCAMORE STREET OF PLAT OF THE TOWN OF SANTA ANA SANTIAGO DE SANTA ANA RANCHO LOS ANGELES CO. CALIFORNIA RECORDED IN BOOK 2 PAGES OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA, MORE PARTICULARLY DESCRIBED AS FOLLOWS: PARCEL 1: POINT OF BEGINNING (POB) BEING THE CENTERLINE INTERSECTION OF N. BRAADWAY (80, WIDE AND FORMERLY WEST STREET) AND 3RD STREET (60' WIDE) AS SHOWN ON SAID PLAT; THENCE ALONG THE CENTERLINE OF 3RD STREET SOUTH 89°28'55" EAST 40.00 FEET; THENCE AT RIGHT ANGLE TO SAID CENTERLINE NORTH 00°37'20" EAST 29.98 FEETTO THE SOUTHWESTERLY CORNER OF SAID LOT 1 OF SAID BLOCK 12; SAID SOUTHWESTERLY CORNER ALSO BEING THE NORTHEASTERLY RIGHT OF WAY CORNER OF 3RD & BRAADWAY AND THE TRUE POINT OF BEGINNING (TPOB); THENCE ALONG THE WESTERLY BOUNDARY OF SAID LOTS 2, 3 AND 6 OF SAID BLOCK BEING ALSO THE EASTERLY RIGHT OF WAY OF SAID BRAODWAY NORTH 00037'20" EAST 145.00 FEET TO ALINE 5' SOUTHERLY AND PARALLEL TO THE NORTH LINE OF SAID LOTS 5 AND 6 OF SAID BLOCK 12; THENCE ALONG SAID PARRALLEL LINE SOUTH 89°29'14" EAST 247.10 FEET TO THE PROLONGATION OF A LINE THAT IS 3 FEET WESTERLY AND PARALLEL TO THE EASTERLY BOUNDARY OF SAID LOTS 1, 4, 5 OF SAID BLOCK 12; THENCE SOUTH 00°37'20" WEST 144.99 FEET ALONG SAID PARALLEL LINE TO THE SOUTHERLY BOUNDARY OF SAID LOTS 1 AND 2 OF SAID BLOCK 12 SAID SOUTHERLY BOUNDARY BEING THE NORTHERLY RIGHT OF WAY OF SAID 3RD STREET; THENCE ALONG SAID SOUTHERLY BOUNDARY AND SAID NORTHERLY RIGHT OF WAY LINE NORTH 89°29'26" WEST 247.10 FEETTO THE TRUE POINT OF BEGINNING. MORE PARTICULARLY SHOWN ON EXHIBIT "B" ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF CONTAINING 35,828 SQUARE FEET, MORE OR LESS PARCEL 2: POINT OF BEGINNING (POB) BEING THE CENTERLINE INTERSECTION OF N. BRAADWAY (80' WIDE AND FORMERLY WEST STREET) AND 3RD STREET (60' WIDE) AS SHOWN ON SAID PLAT; THENCE ALONG THE CENTERLINE OF SAID 3RD STREET SOUTH 89°28'55" EAST 347.10 FEET; THENCE AT RIGHT ANGLE TO SAID CENTERLINE NORTH 00°36'57" EAST 29.99 FEETTO A POINT OF INTERSECTION OF A LINE 3 FEET WESTERLY AND PARRALLEL TO SAID LOTS 2, 3 AND 6 OF SAID BLOCK 11 WITH THE PROLONGATION OF THE SOUTHERLY BOUNDARY OF SAID LOT 2 OF SAID BLOCK 11 SAID SOUTHERLY BOUNDARY BEING THE NORTHERLY RIGHT OF WAY OF SAID 3RD STREET, SAID POINT BEING THE TRUE POINT OF BEGINNING (TPOB); THENCE NORTH 00°36'57" EAST 144.99 FEET ALONG SAID PARALLEL LINE TO A LINE 5 FEET SOUTHERLY AND PARALLELTO SAID LOT 6 OF SAID BLOCK 11; THENCE SOUTH 89°28'55" EAST 127.93 FEET ALONG SAID PARRALLEL LINE TO THE PROLONGATION OF THE EASTERLY BOUNDARY LINE OF SAID LOT 6 OF SAID BLOCK 11; THENCE SOUTH 00°33'48" WEST 45.00 FEET ALONG SAID PROLONGATION AND SAID EASTERLY BOUNDARY TO THE NORTHERLY BOUNDARY LINE OF SAID LOT 3 OF SAID BLOCK 11; THENCE NORTH 89°28'48" WEST 15.00 FEET ALONG SAID NORTHERLY BOUNDARY LINE TO A LINE 15 FEET WESTERLY AND PARRALLEL TO THE EASTERLY BOUNDARY LINE OF SAID LOT 3 OF SAID BLOCK 11; THENCE ALONG SAID PARRALLEL LINE SOUTH 00°33'48" WEST 49.99 FEETTO THE NORTHERLY LINE OF SAID LOT 2 OF SAID BLOCK 11; THENCE SOUTH 89°28'48" EAST 15.00 FEET ALONG SAID NORTHERLY LINE TO THE EASTERLY BOUNDARY LINE OF SAID LOT 2 OF SAID BLOCK 11; THENCE SOUTH 00°33'48" WEST 49.99 FEET ALONG SAID EASTERLY LINE TO THE SOUTHERLY LINE OF SAID LOT 2 OF SAID BLOCK 11; SAID SOUTHERLY BOUNDARY LINE ALSO BEING THE NORTHERLY RIGHT OF WAY LINE OF SAID 3RD STREET; THENCE ALONG SAID NORTHERLY RIGHT OF WAY LINE AND SAID SOUTHERLY BOUNDARY LINE AND SAID PROLONGATION OF SAID LOT 2 NORTH 89*06.47" WEST 128.06 FEET TO THE THE TRUE POINT OF BEGINNING. MORE PARTICULARLY SHOWN ON EXHIBIT "B" ATTACHED HERETO AND BY THIS REFERENCE MADE PART HEREOF CONTAINING 17,807 SQUARE FEET, MORE OR LESS DEREK J. McGREGOR, PLS #6496 EXP. 6/30/2021 1:WI \126b03 vm nna Maln\legalp363-03 legal oexrlplon'fxblbll A�Do EXHIBIT B TENANT VERIFICATION 24 75A-415 TENANT INCOME VERIFICATION FORM Head of Household (Print Name): Address: Telephone Number: Home: Work: Cell: Date of Birth: Social Security #: Household Composition List All Household Members Living in the Inclusionary Unit Dependent Name Sex Age (Y/N) Social Security # List additional household members on a separate sheet of paper. Tenant Income Verification Form Page 1 Santa Ana, California August 8, 2014 75A-416 TENANT INCOME VERIFICATION FORM Monthly Gross Income " List All Sources of Income of All Household Members Living in the Inclusionary Unit Part 1: Earned Income Other Adult Head of Household Household Members Total 1. Gross amount, before payroll deductions of wages, $ $ $ salaries, overtime pay, commissions, fees, tips and bonuses. 2. Net income from business. $ $ $ 3. Social security, annuities, insurance policies, $ $ $ pension/retirement funds, disability or death benefits received periodically. 4. Payment in lieu of earnings, such as $ $ $ unemployment, disability compensation, worker's compensation and severance pay. 5. Public assistance, welfare payments $ $ $ 6. Alimony, child support, other periodic allowances $ $ $ 7. Regular pay, special pay and allowances of $ $ $ members of the Armed Forces 8. Other $ $ $ Subtotal: Monthly Earned Income $ Total Monthly Earned Income x 12 = $ Total Annual Household Gross Earned Income Tenant Income Verification Form Page 2 Santa Ana, California August 8, 2014 75A-417 TENANT INCOME VERIFICATION FORM Monthly Gross Income " List All Sources of Income of All Household Members Living in the Inclusionary Unit Part 2: Investment Income Total Other Adult Household Head of Household Investment Household Members Income 1. Interest paid on Bank and Savings accounts $ $ $ 2. Dividends and other payments from stocks and $ $ $ bonds 3. Income from real property (i.e. rental property) $ $ $ 4. Other (describe) $ $ $ Subtotal: Monthly Investment Income: $ Total Monthly Investment Income x 12 = $ Total Annual Household Investment Income `Note: The following items are not considered income: casual or sporadic gifts; amounts specifically for or in reimbursement of medical expenses; lump sum payments such as inheritances, insurance payments, capital gains and settlement for personal or property losses; educational scholarships paid directly to the student or educational institution; special pay to a serviceman head of family away from home and under hostile fire; relocation payments under federal, state or local law; foster child care payments; value of coupon allotments for purpose of food under Food Stamp Act of 1964 which is in excess of amount actually charged the eligible household; payments received pursuant to participation in the following programs: VISTA, Service Learning Programs, and Special Volunteer Programs, SCORE, ACE, Retired Senior Volunteer Program, Foster Grandparent Program, Older American Community Services Program, and National Volunteer Program to Assist Small Business Experience. Tenant Income Verification Form Page 3 Santa Ana, California August 8, 2014 75A-418 TENANT INCOME VERIFICATION FORM Assets ** List the Current Value of All Assets of All Household Members Living in the Inclusionary Unit If the Asset generates income, that income must be specified In Part 2 above Head of Household Other Adult Household Members Total Value of Value Value Assets 1. Bank and Savings accounts $ $ $ 2. Stocks and bonds $ $ $ 3. Real property (i.e. rental property) $ $ $ 4. Other (describe) $ $ $ Total Asset Value $ **Note: Necessary items, such as furniture and automobiles, used for personal use are excluded from household assets. Collections of items for hobby, investment or business purposes must be included in household assets. If the total value of household assets exceeds $5,000, the calculation of the household's annual income shall include the greater of the actual amount of income, if any, derived from all of the household assets; or 10% of the total value of the assets. Tenant Income Verification Form Page 4 Santa Ana, California August 8, 2014 75A-419 TENANT INCOME VERIFICATION FORM If the total asset value exceeds $5,000, perform the calculations in the following table. If the total asset value is less than $5,000, the amount of investment income to be included in annual household income is $0. Calculation of Investment Income to be Included in Annual Household Income 1. Total Annual Household Investment Income $ 2. Total Asset Value $ x 10% $ The Greater of #1 or #2 = Investment Income to be Included in Annual Household Income $ Calculation of the Household's Total Annual Income Total Annual Household Gross Earned Income Total Investment Income to be Included in Annual Household Income Total Household Income Documentation Attach True Copies of the Relevant Documents Listed Below Paycheck stubs from two most recent pay periods Employment verification Income tax return Social security verification Alimony/child support verification Other (Describe) Bank/Savings account verification Self-employment verification Unemployment verification Welfare verification Disability income verification Tenant Income Verification Form Page 5 Santa Ana, California August 8, 2014 75A-420 This Affidavit is made with the knowledge that it will be relied upon by the City of Santa Ana, our landlord and the owner of our apartment building, to determine maximum income for eligibility. (1/we) warrant that all information set forth in this document is true, correct and complete and based upon information (1/we) deem reliable and based upon such investigation as (1/we) deemed necessary. (I/We) acknowledge that (1/we) have been advised that the making of any misrepresentation or misstatement in this affidavit will constitute a material breach of (my/our) rental agreement with the property owner to rent the unit and will additionally enable the property owner to initiate and pursue all applicable legal and equitable remedies with respect to the unit and to me/us. (I/We) do hereby swear under penalty of perjury that the foregoing statements are true and correct and that this affidavit has been executed as of the date specified below by each adult member of the household which intends to occupy an Inclusionary Unit located at Signature Date Printed Name Executed at , Santa Ana, California Signature Printed Name Executed at Date Santa Ana, California ,Santa Ana, California. Affidavit Page 6 Santa Ana, California August 8, 2014 75A-421 EXHIBIT C ANNUAL TENANT RECERTIFICATION 25 75A-422 ANNUAL TENANT RECERTIFICATION 191111 WY61W9e1► I reve1► let AFFORDABLE RENTAL HOUSING PROGRAM Date: Tenant Name: Unit Address: Dear In accordance with the requirements imposed by the City of Santa Ana (City), and your lease, the City requires that we review your income and family composition every year. To complete our review, the Property Owner or Property Manager will set up a meeting with you to receive the necessary information. When you attend the meeting with the Property Owner or Property Manager you must bring documents that verify the income of all the adult members of your household. This information can include income tax returns, employment verification, wage statements, interest statements, and/or unemployment compensation statements. Cooperation with the recertification requirement is a condition of continuing tenancy in an Inclusionary Unit. You must report the required information to enable the Property Owner to process the recertification by Month/Day. Sincerely, Property Manager / Property Owner Annual Tenant Recertification Form Santa Ana, California Page 1 August 8, 2014 75A-423 EXHIBIT D ANNUAL RENTAL HOUSING COMPLIANCE REPORT 26 75A-424 m ♦+ w d d O a a E O w L uY Y c p a .. E w w ` � d wu E o c ri O o 2 T y w a c m 0 0 6 Q 6 o o EXHIBIT E NOTICE OF AFFORDABILITY RESTRICTIONS ON TRANSFER OF PROPERTY 27 75A-426 EXHIBIT E NOTICE OF AFFORDABILITY RESTRICTIONS ON TRANSFER OF PROPERTY NOTICE IS HEREBY GIVEN that the CITY OF SANTA ANA, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California, has entered into a Density Bonus Agreement with , a ("Property Owner"). The Density Bonus Agreement imposes income and affordability covenants on designated Affordable Units with the Project located at , Santa Ana, Orange County, Assessor's Parcel Number and further described in the legal description provided in Exhibit A to the Density Bonus Agreement. The Density Bonus Agreement was recorded as Document/histrnment Number , and shall remain in effect until 120 (Insert date of the termination of the Affordability Period). The Density Bonus Agreement imposes the following income and affordability restrictions on the Affordable Units. Number of Bedrooms Very -Low Low Income Income Households Households Studio Units One -Bedroom Units Two -Bedroom Units Three -Bedroom Units Four -Bedroom Units In the event the Property Owner wishes to sell or transfer the Project during the Affordability Period, the City and the Property Owner shall execute and deposit into escrow this Notice of Affordability Covenants on Transfer of the Property. The sale or transfer of the Property shall not be effective unless and until the City and transferee execute the documents necessary to transfer the Density Bonus Agreement obligations from the Property Owner to the transferee. This Notice of Affordability Covenants on Transfer of the Property in no way modifies the provisions of the Density Bonus Agreement. In the event of any conflict between this Notice of Affordability Covenants on Transfer of the Property and the Density Bonus Agreement, the terms of the Density Bonus Agreement shall prevail. IN WITNESS WHEREOF, the Parties hereto have duly executed this Notice of Affordability Restrictions on Transfer of Property as of the dates set forth below. [Signatures on Following Pages] 75A-427 SIGNATURE PAGE TO NOTICE OF AFFORDABILITY RESTRICTIONS ON TRANSFER OF PROPERTY APPROVED AS TO LEGAL FORM: Ryan O. Hodge Assistant City Attorney CITY: CITY OF SANTA ANA A California Charter City and Municipal Corporation Name: Kristine Ridge Its: City Manager Date: 75A-428 SIGNATURE PAGE TO NOTICE OF AFFORDABILITY RESTRICTIONS ON TRANSFER OF PROPERTY PROPERTY OWNER: 0 Name: Its: Date: 75A-429 EXHIBIT F PARKING MANAGEMENT PLAN 28 75A-430 URBAN September 9, 2020 Mr. Michael F. Harrah Caribou Industries, Inc. 1103 North Broadway Santa Ana, CA 92701 SUBJECT: 3RD & BROADWAY PARKING ASSESSMENT (REVISED) Dear Mr. Michael F. Harrah: Urban Crossroads, Inc. is pleased to provide the following Parking Assessment for the 3rd & Broadway (Project) located on the northeast corner of 3"d Street and Broadway in the City of Santa Ana. The Project is proposed to include the development of up to 171 residential units, a 75-room hotel, and 13,419 square feet of commercial space (including retail and food/beverage establishments), and rooftop amenities ancillary to residential and hotel uses. Of the residential units 19 (eleven percent) will be reserved for very low-income households for a period of 55 years, therefore the parking ratios for affordable housing specified in California Government Code Section 65915 are applicable. To demonstrate that adequate parking supply exists for Project, this parking assessment provides a review of the parking requirements and estimates the peak parking demands for the Project land uses. A total of 279 parking spaces are dedicated to the mixed -use development (residential) and hotel as shown in Exhibit A. In addition, this Parking Assessment was be developed to support an Addendum to the certified Transit Zoning Code (TZC) programmatic Environmental Impact Report (EIR). The 3rd & Broadway Project location is shown on Exhibit B. 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 center, the Proposed Project would introduce a diverse mix of land uses; places 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. PROXIMITY TO PEDESTRIAN RESOURCES Pedestrian circulation would be provided via existing public sidewalks along Main Street, 31d Street, 41n Street, and Broadway Avenue within the vicinity of the project frontage, which will connect to the Project site. The project will protect the existing sidewalk along project frontage, and if necessary, repair or reconstruct sidewalks along the project frontage per the City's request. The existing sidewalk system within the project vicinity provides direct connectivity throughout Downtown Santa Ana, inclusive of the Santa Ana Metrolink Station located on Santa Ana Boulevard east of Santiago Street, as well as the City's public parking structures located to the east and west of the subject property along 5th Street. From the project site, it would take approximately 20 minutes to walk to the Santa Ana Metrolink Station that is 1 mile from the site. 12193-11 Parking Study LIo URBAN 75A-431 Mr. Michael F. Harrah Caribou Industries, Inc. September 9, 2020 Page 2 PROXIMITY TO PUBLIC TRANSIT Bus routes serving the Project area within''/a-mile of the Project's location include OCTA routes 19, 53, 55, 64, 83, 145, 206, 462 and 757 as shown on Exhibit C. 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 Project would be within walking distance of the planned OC Streetcar, expected to be in operation in 2022 as shown on Exhibit D. The Project is within a transit priority area as defined by Public Resources Code (PRC) Section 21099(a)(7). A transit priority area 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 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 11t Street). The Project site and adjacent bus stops are shown on Exhibit E. PROXIMITY TO BICYCLE FACILITIES The City of Santa Ana promotes bicycling as a means of mobility and a way in which to improve the quality of life within its community. The Bikeway Master Plan recognizes the needs of bicycle users and aims to create a complete and safe bicycle network throughout the City. Currently, not many bicycle facilities exist in the study area, with the exception of a Class II bike lane along Civic Center Drive, between Flower Street and Broadway. However, review of Exhibit F which presents the City's Bikeway Master Plan, shows that bicycle lanes are proposed to be built throughout the study area. As shown in Exhibit F, Class II bike lanes are proposed to be integrated along Civic Center Drive, Santa Ana Boulevard, and Main Street. 12193-11 Parking Study 7 5A — w 3 2 LIo URBAN Mr. Michael F. Harrah Caribou Industries, Inc. September 9, 2020 Page 3 o 111Ill // �/o PLAN NOTES EXHIBIT A: 3RD & BROADWAY BUILDING DESIGN SITE PLAN 0 PROPOSED PARKING SPACES PER LEVEL LEVELS PUBLIC HOTEL RESIDENTIAL Le tP1 106 B L L1 66 Le 1.2 39 L .t3 39 L.ceLA 27 12 Le L5 0 17 43 Levet6 59 Le 1.7 I i 56 Lev LB i 38 TOTAL 211 SPACES RT SPACES 196 SPACES BIKE PARKING REIUIRED PROPOSED PUBLIC 3 SPACE5 17 SPACES RESIDENTIAL 16 SPACES 16 SPACES 12193-11 Parking Study 75A-433 L�► URBAN Mr. Michael F. Harrah Caribou Industries, Inc. September 9, 2020 Page 4 EXHIBIT B: 3RD & BROADWAV BUILDING LOCATION MAP 12193-11 Parking Study 75A-434 Lam► URBAN Mr. Michael F. Harrah Caribou Industries, Inc. September 9, 2020 Page 5 EXHIBIT C: OCTA ROUTE MAP AND PROJECT LOCATION 12193-11 Parking Study 75A-435 L�► URBAN a a $ S$ ^ < p C m N Q m y 9 a Y o � y � nC A omP A� oa D Oz D r ➢ 0 Vlmm ItiA < Sam <a v N C1 Dl (D w QO 'O `D D 9 c n Q' — S (D 7 N z Q (D �o c � T Z O N d 3 � n S 7 Ll Mr. Michael F. Harrah Caribou Industries, Inc. September 9, 2020 Page 7 EXHIBIT E: PROJECT SITE AND NEARBY Bus STOP L ISlh a1 _ ap z}T Z ri i E LIn.-I y z ` e n c rc° m ':i Washinglsn A.e E Wa1hl1Wt, Pro t WasNfybn Aw E 121h S1 0 -urr Onng� C��0.rE Z Miks:1r,„tlM1 al Rh—1 hoolo 0Fq Z IN An: EIt IM1 Ft �ti^''1 If .t J� Lo9a 2 - Poa E 112h St Z L' j GmYtr m E`•Ih Sln ltli ry �n©AAi,a w Olh Slo LL i9t F. _' Z } L GN4 ® 1f �n sF Santa Ana - E Sjnb Am G:d V E51n 51 E60, St 71 �- W'slnsl z rrr m zPunx PxMr�ESih s'1 _ Eglh St spu pon SI z z :N 4IM1 .c. AYn E 41h SI E Yi lltl N E 31tl SI - - E 31tl 51 �Prrzh An - bLnhaM1 Slam c m - Ru E2ntl 51 Z E1ntl SI © - Altl Me un ixo -.W1:1.51s� ENtU ENSVSI EI M10Y Q Eaoae ..:;.,mu1 st 1 ;.�..:rn sl E W.,11u1 Sr Ae vi Sanx Ana tavtl.:® HPh SIwM YV Plre St E P" St E Pry k W crestnln Avp, t. cheslnll A 2 ✓� T m N Gimlk 51 Legend 0 Bus Stops Project Site 12193-11 Parking Study 75A-437 Lam► URBAN Mr. Michael F. Harrah Caribou Industries, Inc. September 9, 2020 Page 8 EXHIBIT F: PROJECT SITE AND NEARBY BIKE PATHS fill MASTER PLAN l .....Adopted — —Potentlal * Santa Ana Rlwf Rest Stop Existing ..... Adopted — —Potential Mil EAsOng ... . Adopted — —Potential l to Adjacent Cities FOL 4 fl, VALLE, Legend Project Site 0 02S OS NMRSTI "Is I "TOM TIC w &TH V ..S[ S7 C- ESINJI NA wUns P 0 d LLV, .1 .n. D"Hp -F F L mMR-KP ,Z LM 'AIIIANG III 'MRHAA1. &M,Th _L,MJE Ff LJ ;T J tLL L 12193-11 Parking Study 75A-438 OURABM CROSSRC3ADS Mr. Michael F. Harrah Caribou Industries, Inc. September 9, 2020 Page 9 CALIFORNIA GOVERNMENT CODE SECTION 65915 — RESIDENTIAL PARKING The California Government Code Section 65915 (p)(1) identifies parking requirements as follows: one (1) on -site parking space for each 0-1 bedroom unit, two (2) on -site parking spaces for each 2 bedroom unit. As such, the parking requirements for the residential portion of the Project are calculated as follows: • 95 — Studio Units x 1 on -site parking space = 95 parking spaces required. • 51-1 Bedroom Units x 1 on -site parking space = 51 parking spaces required. • 25 — 2 Bedroom Units x 2 on -site parking spaces = 50 parking spaces required. As identified, 196 parking spaces are required pursuant to the California Government Code Section (p)(1)• SANTA ANA TRANSIT ZONING CODE- RESIDENTIAL PARKING The Santa Ana transit zoning code requires 2 spaces/unit for studios, 1-bedroom apartments, 2-bedroom apartments, and 3-bedroom apartments. Additionally, 0.15 spaces/unit must be provided for guest parking. Therefore, for the Project, 368 parking spaces are required for a total parking ratio of 2.15 which is calculated by dividing the spaces required by the number of units, or 368 spots /171 units for the Project as shown on Table 1. Comparing this parking requirement against a proposed parking supply of 196 parking spaces results in a parking deficit of 172 spaces. Parking space requirements per multiple cities and jurisdictions based on the unit count for the Project are listed on Table 1. As shown, the City of Santa Ana's Transit Zoning Code requirements are amongst the most restrictive parking requirements (e.g. require the most parking). 12193-11 Parking Study 75A-439 L F► URBAN \\S \ No /f & E J 75A- 40 Mr. Michael F. Harrah Caribou Industries, Inc. September 9, 2020 Page 11 COMMERCIAL PARKING Pursuant to California Government Code Section 65915(e)(1), the Project is exempt from providing parking spaces for the commercial use. It is anticipated that employees and patrons for the commercial businesses will utilize a portion of the 211 on site public parking stalls. These spaces provide direct access to the commercial uses which if the TZC standards were applied would require 34 spaces. CITY OF SANTA ANA PARKING REQUIREMENTS — HOTEL USE Section 41-1344 of the City of Santa Ana Municipal Code (SAMC) includes an off-street parking rate of one space for each guest room, plus one spaces for each ten rooms. As such, the parking requirements for the hotel portion of the Project are calculated as follows: • 75 rooms x 1 on -site parking space = 75 parking spaces required. • 75 rooms x (1/10) on -site parking space = 7.5 parking spaces required. As identified, 83 parking spaces are required pursuant to the City's Municipal Code requirements. Although application of the parking requirements set forth in the TZC SAMC Section 41-2011 Non - Residential Uses would require 156 spaces for the hotel, given the mixed -use nature, urban location (it is expected that many patrons would use ride -sharing or public transit), the fact that hotels are not typically 100% occupied, it is appropriate to utilize the SAMC Section 41-1344 Hotel parking in lieu of the TZC parking requirements. Additionally, the SAMC Hotel Parking requirements are commensurate with industry standards for other cities in Orange County. For example: • City of Anaheim has a requirement of 0.8 space per guest room. If this were applied to the Project site, only 60 parking spaces would be required. • City of Costa Mesa has a requirement of 1 space for each 2 rentable units. If this were applied to the Project site, only 38 parking spaces would be required. • City of Buena Park has a requirement of 1 space per guest room. If this were applied to the Project, only 75 parking spaces would be required. As previously identified, 83 parking spaces are required pursuant to the City's Municipal Code requirements. Lastly, valet parking will be provided for the hotel to utilize the mechanical lifts and reserved stalls in the adjacent mixed -use building, this will further ensure that the hotel parking demand is met. 12193-11 Parking Study 7 5A-441 L F► URBAN Mr. Michael F. Harrah Caribou Industries, Inc. September 9, 2020 Page 12 EXISTING PUBLIC PARKING STRUCTURE The Project site is proposed to replace an existing parking structure that includes 438 parking stalls. The Project includes 211 public replacement stalls as part of the Project. 3RD & BROADWAY PARKING SUPPLY Due to the nature of daytime public parking demands and nighttime residential building parking demands, it is expected that many of these spaces may effectively be shared between the public daytime and residential nighttime uses (as needed). Additionally, there are four (4) existing public (owned by the City) and eight (8) private parking lots or structures located in a X mile radius of the Project site, as illustrated on Exhibit G. As such, any public demand can easily be accommodated at these other parking locations. PARKING MANAGEMENT PLAN The following measures are available to the Project to mitigate any parking deficiencies in the event the proposed onsite parking supply is determined to be greater than provided by the Project, as proposed. • PMP Measure 1: Property Owner/Property Management Company shall assign (1) parking space to every residential unit. Additional spaces may be purchased and assigned to any residential unit that requests additional assigned spaces with priority given to two -bedroom units, subject to availability as determined by the Property Owner/Property Management Company. • PMP Measure 2: Upon commencement of any lease for the residential units, the Property Owner/Property Management Company shall provide information on alternative modes of transportation (e.g., a transit map, bus route map, etc.) to promote non -vehicular modes of transportation by future residents. • PMP Measure 3: If the Property Owner and/or Property Management Company determine that the actual parking demand for the site exceeds the State Code's affordable housing parking requirement, the Property Owner/Property Management Company shall provide on -site valet service for the entire structure. Appendix A presents a conceptual valet plan which illustrates up to an additional 122 spaces could be accommodated, if needed. To implement the valet operation, the Property Owner/Property Management Company would engage the services of a well -established valet operations company such as ABC Valet, PPS Parking, and Elite Valet Services. • PMP Measure 4: If the Property Owner and/or Property Management Company further determines, even after implementation of above -mentioned PMP measures, that offsite parking is required for the Project's residential tenants, residential tenants may purchase additional parking within the near -by public parking structure via the agreement that the Property 12193-11 Parking Study 7 5A-442 LIF► URBAN Mr. Michael F. Harrah Caribou Industries, Inc. September 9, 2020 Page 13 Owner/Property Management Company established with the City Community Development Agency. To facilitate this PIMP measure, the Property Owner/Property Management Company would seek City Council approval and upon Council approval, execute an agreement with the City of Santa Ana to acquire the rights to lease spaces on behalf of the Project's residents. Pursuant to communications with the City Community Development Agency, the Property Owner/Property Management Company would secure up to 50 spaces for residents of the Project as part of the agreement, which would allow the Project residents to access the designated parking structure(s) 24-hours a day seven (7) days a week. Although the mixed -used Project includes 211 public replacement stalls which could be used to meet potential parking demands, additional off -site parking structures are illustrated on Exhibit G, these structures/lots are within a % mile of the Project site (e.g. within walking distance). Based on information provided by the City, there are 1,159 total spaces available at the aforementioned off -site public structures (400 spaces at Lot C, 400 spaces at Lot D, 700 spaces at Lot B, and 59 spaces at Lot 1). • PMP Measure 5: If the Property Owner and/or Property Management Company further determines, even after implementation of above -mentioned PMP measures that additional parking is needed, the Property Owner/Property Management Company shall restrict on -site parking to only residential tenants. The only exception would be spaces designated and signed for prospective resident tenants and/or short-term parking for retail customers. All retail customers, resident guests, and hotel guests would be required to park in one of the near -by public parking structures or utilize on -street parking. Exhibit G summarizes public and private off -site structures within a % mile of the Project site. Based on information provided by the City, there are 1,559 total spaces available at the aforementioned public structures. If the Property Owner and/or Property Management Company determine that offsite parking is required for the Project, the Property Owner/Property Management Company shall execute an agreement with the City of Santa Ana to acquire the rights to lease spaces on behalf of retail/hotel employees. • PMP Measure 6: The Property Owner/Property Management Company shall enter into a lease with the City for use of up to 34 public parking spaces for commercial tenants, if needed. • PMP Measure 7: The parking conditions will be reviewed/monitored on a quarterly basis by the Property Owner/Property Management Company and appropriate actions detailed above will be taken to ensure the necessary PMP measures are being implemented. Through this monitoring and cooperation with tenants as a result of the quarterly review/monitoring a partnership will be formed to ensure that residential tenants, retail employees, hotel employees, and Management Company personnel on the property work together to ensure adequate parking is available. 12193-11 Parking Study 7 5A-443 L�► URBAN Mr. Michael F. Harrah Caribou Industries, Inc. September 9, 2020 Page 14 EXHIBIT G: 3RD HL BROADWAY PARKING LOTS/STRUCTURES WITHIN % MILE w z Z CIVICCENTER 0 � ita And 0 ,'0 SAN I.r ALLEY m Ir^,I�I1L1 ¢ u ALLEY Legend I_ Project Site Parking Lots Private Public Q Quarter Mile Radius U CIVICCENTER 0 i 4 CIVICCENTER w P 2 6ANTAANA SANTA ANA Sj SANTAA 6TH W z �- 07 Q STH _ I_— gNu . r_ 5 D ,L m B'� —VALLEY _ 4TH ALLEY - _SITE : 3RD — 6 a W o W st ALLEY Q _ WALNUT U ALLEY - W PINE PINE 2 ALLEY 12193-11 Parking Study 75A-444 Lam► URBAN Mr. Michael F. Harrah Caribou Industries, Inc. September 9, 2020 Page 15 Table 2 provides a summary of the Project's residential parking supply ratio with implementation of the above -recommended PMP measures. A review of RowA of Table 2 shows that the Project's parking ratio calculates to 1.15 spaces/unit (196 spaces _ 171 units). With implementation of PMP measure No. 3, which would be attained by providingvalet parkingforthe entire parking structure (122 spaces), the Project's parking supply ratio would increase to 1.86 spaces/unit (318 spaces = 196 units) as shown on Row B of Table 2. With implement of PMP measure No. 4 (in addition to PMP No. 3) which would be attained by leasing up to 50 off -site parking spaces within the City -owned parking structure, the Project's parking supply ratio would increase to 2.15 spaces/unit (368 spaces _ 196 units) as shown on Row C of Table 2. CONCLUSIONS This analysis demonstrates that the Project is providing adequate parking supply (a total of 279 spaces for the Residential and Hotel Use). The inclusion of 196 parking spots for the Residential use satisfies the requirements of the California Government Code Section 65915 (p)(1) and the inclusion of 83 parking spaces satisfies the requirements of section 41-1344 of the City of Santa Ana Municipal Code (SAMC). While such an action is not required, applicable PMPs have been identified which would allow the Project to attain the 2.15 blended parking ratio required by the Santa Ana Transit Zoning Code, if it were applied. These findings are consistent with the less than significant findings in the TZC EIR (Long-term cumulative development under the implementation of this Transit Zoning Code would not result in inadequate parking capacity). If you have any questions, please contact me at (949) 660-1994. Respectfully submitted, URBAN CROSSROADS, INC. Haseeb Qureshi Associate Principal 12193-11 Parking Study 75A-445 L F► URBAN Mr. Michael F. Harrah Caribou Industries, Inc. September 9, 2020 Page 16 TABLE 2: PROJECT PARKING SUMMARY— PARKING SUPPLY RATIOS Use Quantity Parking Rate Required Parking spaces Residential 171 units 95 Studio Units x 1 space 95 51 One -Bedroom Units x 1 space 51 25 Two -bedroom Units x 2 spaces 50 Parking Requirement 196 Proposed On -site Parking Supply 196 A. Composite Parking supply Ratio (sp/du) 1.15 Proposed On -site Parking Supply+ PIMP Measure 3 318 B. Composite Parking supply Ratio (sp/du) 1.86 Proposed On -site Parking Supply+ PIMP Measure 3 + PIMP Measure 41 368 C. Composite Parking supply Ratio (sp/du) 1 2.15 12193-11 Parking Study 75A-446 Lam► URBAN APPENDIX A: 3RD & BROADWAY CONCEPTUAL VALET LAYOUT 12193-11 Parking Study 75A-447 L�► URBAN a v c�a N 3rn �c m� 0MLM cu co am C W v W C 0 in c c C- C- C- C- C- CR c C C C C C C C C C €I €I < n no n n sa J a O m w N m Cc Eny cn T a Co O1 C N Y Y V m J N r r 75A-449 9 i 3� Y -�- m m O �I �im Imo=i IFNI fl®Ilalfi•■ii M1111lliii�.Rwi U) w � y m cc l0 (Z U) CV to c c � Y Y > j a a N J u)rnv , M Ln Iw a - L-- -7ZA-4W - I I j I I Tir •N. f� �� 1 � 11 'f� lli£� =11 ply 11� llp p•-Ilp' a.�s sole' ni II��'ggsf ai Ila��agga��3q,_q 11 Ili 1 11 � ni' Ili 11 aid i q qt . li I L .1. .11. ..� M - -11 oa L. ... .. _..w.0 ..... opo ?o Y i; I��1 I II LI I 1 rs.li_ .rnla �In .1 ISlSlS!■l111 CW n 14� ill I�LJ� o =n _ -','�i— h�.J O a J U) w rl In cc I M to c c = > j a a J u)rnv M Ln - ¢ -7ZA-45 - - 1 , .q�ll1113, p' a pq .er —,! ��'I ®� Hill , Ala• — �.�. � i� `111111 � ■ 7 m H N N N aN acc N � C C Y Y > j no a J , M Ln -L-��-452�- q IIw qq w� q �'Elm q. =� w -7SA-453- - Y N N N a� yN co cn N C C � Y Y > > a a J a w n -7ZA-454- - Vyl PiA pi ; rvj4 zl g 8 ra� l0 Y N N N an acc N L C C � Y Y > j a a J - w ((o W -7ZA-455 - &I iii al » El m ! �, / � �----.-- - � � =k$ co > Zn , s�«, - >-�z 2 \, jInme -7-6A-4 56 - - EXHIBIT G MAP OF LOCATION OF INITIAL AFFORDABLE UNITS 29 75A-457 O 2 li N ZeF w I I z a c-- �r_ IF as it I N I �m 4 75A-458 mUP 9to tl � E3 a 0 0 m N m v� $m ER ex u_U 9 a�r x U a N 0 N Ya � e� m 0 r G 6] 2. _Q t•iN w U — r� o �wI � m I -�i-� - -WM - em LL o� w &g k a z - o � • j 9� a e 0 o o 0 0 �w � E o h I� �S &g R • � em a tag ti 9 I f oy &W �` I H 9 _ eYw i s H o a o z • � m i � o y MAR _ au J 6] � � my •CG�?� z ❑ � w� u �o w _a. „39�0� ?U 2 — LL Oc ) • HIM _ 0 O 6 �A Q o V M 0 V 0 b 8 0 9- 0 75M"59E o 0 W a I 75A-460 V N � � C N N N U '¢; _ Sa I s LT - ITT 0 n aan 1 ?s -6 I p m� + sa m u. 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Z e � � %ZL XtlN ♦ Y J � I If i i I e o n ' m asx � a € a sesase — 0 0 N 75A-467 I I I I , , , I �a v1 J I L• I I P i 3 46 m k� n` Is L 61 ° s ° I I II aeov z � J � urv,�nsa®�nxs m I I E�4 I I •a � I __ [�I Q T e - sc ® .. a Li ze 0 w w w g� o R ° N�6 zop s ° g ygi @a= W 2 e eea J'J'a�J'p-- e ee ee E........s....... g5 s 75A-468 [Y I I I I I Q I I �wu .ss�n M I evn ois a u � f a�� Y SCpi oeue I mi........... .ui is ' I i L � Ll Jl 1 a 116 S_1_ lye 4 d — $1 T f a I a r n N m z i iw .�xn ni.rnpFaui� 1 o� w3 T g8 I .S zg J N > C U N NI a CI of a¢ LL N r �¢� 39. 9a� 9 d� 6 �la o o. 5s IRM €NzM 75A-469 v y W I I I I \ I III ICI III III III I I II I a�i � urvomnzrneaunu V2 —LJ n ry K a I Q a R.. a m _ _ al J \ Q YI W �5 s 75A-470 W W • a ae ;€€ /Y— Pn ... rn i1Et�Gii lm r 4 RM Q e � �LLrv3�.a sID 3i ..o W 8 LL N 75A-471 EXHIBIT H DENSITY BONUS SETUP FEE 30 75A-472 Density Bonus Setup Fee mcivaea in uensiry bonus Occupancy A-2 Q Qj ' A-3 x � j R-2 a, B v � N M d D S-2 * !xup ree: Type of Construction Area (s.f.) I -A 5,315 I -A 12,271 I -A 176,263 I -A 228 I -A 8,104 I -A 104,608 t/s.f. Valuations 190.96 $ 1,014,952.40 192.20 $ 2,358,486.20 167.27 $ 29,483,512.01 200.26 $ 45,659.28 142.95 $ 1,158,466.80 107.99 $ 11,296,617.92 $ 45,357,694.61 1.00% $ 453,576.95 Density Bonus Fee 0.125 $ 56,697.12 * Parcel 1, S-2 area excludes 57,212 sq ft for public parking. Excluded from Density Bonus Setup Fee: c v c v � v �(D n' S-2 I -A 51,176 107.99 $ 5,526,496.24 A-2 I -A 1,039 190.96 $ 198,407.44 N a a A-3 I -A 9,965 192.20 $ 1,915,273.00 x0 R-1 I -A 49,953 199.70 $ 9,975,614.10 v R-2 I -A 16,629 167.27 $ 2,781,532.83 $ 14,870,827.37 75A-473 ED PLACEWORKS TECHNICAL MEMORANDUM DATE November 3, 2020 To City of Santa Ana CONTACT Selena Kelaher, AICP, Associate Planner FROM William Halligan, Managing Principal, Environmental Services SUBJECT Response to Comments Received on the V & Broadway Mixed -Use Project EIR Addendum PROJECT NUMBER SNIFF-19.0 Per your request, we have prepared formal responses to the comment letter received on October 20, 2020 from Palmieri, Hennessey & Leifer LLP, on the behalf of Coalition Against Santa Ana Irresponsible Development which includes citizens of and property owners in Santa Ana including the owners of the historic Spurgeon Building (202-212 West 4th Street, Santa Ana), herein referred to as the "Commenter." This Response to Comments memo provides a written response to the comment letter on the 3rd & Broadway Mixed -Use Project ("Proposed Project") included as Attachment A. The comment letter and specific comments are given numbers for reference purposes (0-1 through 0-24). Intro The Introduction provides an overview of the Commenter and the Commenter's position on the Proposed Project. Please refer to Responses 0-1 through 0-24 below. 0-1 The Commenter states that the Addendum does not refer to the Spurgeon Building and its site by name. While the City acknowledges the Addendum does not mention the Spurgeon Building by name, the Addendum does list the surrounding land uses and does provide environmental analysis of the impacts of the Proposed Project on the surrounding area. Section 2.2.3 of the Addendum identifies the surrounding land uses as residential, professional, commercial, industrial, and civic uses and their environs. Specifically, the Addendum acknowledges that north of the Project Site are commercial/retail uses. The existing north -south pedestrian bridges between the existing parking structure and the Spurgeon Building and Santa Ana Banquet Hall would be removed and a new guard rail will be installed along the east -west stairways as part of the Proposed Project. No other changes to related the stairway structures are proposed. The pedestrian bridges were constructed by the City in the 1980's and are not considered historic. No impacts to the existing Spurgeon Building are anticipated as a result of project construction. With regards to the placard honoring longtime Santa Ana downtown development director Roger Kooi, the placard will be removed during construction and replaced within the public right-of-way as part of the reconstructed Sycamore Street or relocated within the on -site plaza at the corner of Third Street and Broadway. 3 MacArthur Place, Suite 1100 1 Santa A for�La.92707 1 714.966.9220 I PlaceWorks.com ® PLACEWORKS 0-2 The Commenter raises issues related to parking; access; entry points, emergency egress, service access; utility operations, and air, light and view considerations. The pedestrian bridges were constructed in the 1980's separate from the construction of the Spurgeon Building (constructed in 1913). Page 18 fully discusses access and circulation related to the Proposed Project. As stated in the Addendum, the Project Site is located in an area of high pedestrian activity and within walking distance of many points of interest. The site is within a five-minute walk of a variety of shops, restaurants, bars, local art scenes (i.e. Orange County Center for Contemporary Art), Birch Park, Ronald Reagan Federal Building and U.S. Courthouse and is easily connected to public transit through the bus stations that surround the area. The 19, 55, 64, 53, 83, 145, 206, 462, and 757 bus lines all travel within mile of the project's location. Pedestrian traffic will continue to be encouraged. There will be enhanced paving to accentuate the "flex street" and specimen evergreen trees with outdoor dining. There are also recommended improvements to pedestrian facilities in an effort to improve pedestrian connectivity and safety for the potential users of the Proposed Project as well as the existing adjacent uses of the Proposed Project. The Proposed Project will also restore the South Sycamore Street connection to allow pedestrian and vehicular access through the Project Site. In addition, the impacts, including emergency access, of the Proposed Project are fully discussed in Section 5.17, Transportation. As shown on Figure 4, the Proposed Project will dedicate additional right-of-way along the north property line to maintain vehicular and pedestrian access between the Spurgeon Building and the Project Site. Although the existing bridges between the existing parking structure and the Spurgeon Building and Santa Ana Banquet Hall would be removed, pedestrian access at ground level would be maintained and improved. Therefore, no impacts related to access; entry points, emergency egress, service access; utility operations for the Spurgeon Building would occur. Aesthetic impacts related to the Proposed Project, including a shade/shadow analysis, are fully discussed in Section 5.1, Aesthetics, and were determined to be less than significant. Parking is discussed beginning on Page 18 of the Addendum. Further, the Proposed Project is located in a Transit Priority Area (TPA) and therefore, aesthetic and parking impacts cannot be considered a significant impact. 0-3 All responsive records to Public Records Request No. 9469 were provided by the City of Santa Ana to the requester on October 15, 2020 0-4 The City of Santa Ana prepared an EIR Addendum consistent with §15162 and §15164of the CEQA Guidelines to determine if there were any new significant impacts associated with the Proposed Project that were not previously identified in the Transit Zoning Code EIR ("Certified EIR"). As stated on Page 137 of the Addendum, "[t]he Proposed Project is consistent with the amount of development planned for the Project Site in the Certified EIR. Therefore, the Proposed Project will not result in any new cumulatively considerable impacts or substantially increase the severity of the cumulative effects previously disclosed in the Certified EIR. As demonstrated in this Addendum, the Proposed Project would not result in new significant impacts, nor would it substantially increase the severity of impacts evaluated and determined in the Certified EIR. Because the Proposed Project would not meetany of the criteria identified in Section 15162 of the State CECIA Guidelines requiring preparation of a subsequent or supplemental EIR, an Addendum to the Certified EIR is the appropriate document type for the Proposed Project." As a result, no additional CEQA analysis is necessary for the Proposed Project. 75A-475 November 2020 1 Page 2 ® PLACEWORKS 0-5 The Commenter states that the concessions and incentives are not supported and would cause a significant detriment to the historic Spurgeon Building. As stated in the staff report, the applicant is proposing to dedicate 11 percent of the total units (19 units, including ten studios, six one - bedrooms, and three two -bedrooms proportional to the residential project' s unit mix) to be attainable to very -low income households. Therefore, the project is eligible for a density bonus, concession/ incentives, waivers, and parking reductions per state law (California Government Code Section 65915) in exchange for providing affordable units on -site. To ensure that the units are dedicated as affordable for a period of a minimum of 55 years, the applicant will enter into a DBA with the City. The law also restricts the ability of local jurisdictions to require studies to "justify" the density bonus and requested incentives/waivers. The law places the responsibility on local jurisdictions to prove that the incentives/ concessions or waivers are not financially warranted and requires substantial evidence determining that granting the concessions and waivers would cause detriment to public health, safety, the physical environment, or any property that is listed in the California Register of Historical Resources. Under the State's Density Bonus Law, developers providing 11 percent very -low income units may request a numerical density bonus of 35 percent from the base density (California Government Code Section 65915 (f)(2)). The General Plan land use designation for the site is District Center, which allows 90 dwelling units per acre and a maximum floor area ratio of 3. 0. Based on the site area of 1. 41 acres at90 dwelling units peracre, 127 units are allowed. In exchange for providing 11 percent very -low income units on site, an additional 45 units are permitted through a density bonus. Therefore, the project proposes a total of 171 units with a total floor area ratio (FAR) of 4.2 for the development site. Application of the floor area ratio maximum would physically preclude development of on -site affordable housing units. To help make providing on -site affordable units feasible, the State law allows developers constructing 11 percent very -low income units to seek up to two incentives/concessions (California Government Code Section 65915 (d)(2)(13)), and an unlimited number of waivers (California Government Code Section 65915 (e)( 1)), which are essentially variances from development standards that would help the project be built. A concession may be a reduction in a site development standard, modification to a zoning code requirement, or a modification to architectural design requirement that results in identifiable cost reductions. A waiver is for a standard that would physically preclude developmentfrom being built at the permitted density and with the granted concession/ incentives. A development standard is defined in California Government Code Section 65915 as a site or construction condition, including, but not limited to, a height limitation, a setback requirement, FAR, an on -site open space requirement, or parking ratio that applies to a residential development pursuant to any ordinance, general plan element, specific plan, charter or other local condition, law, policy, resolution, or regulation. The property is within a height exempt zone. However, in the TZC downtown zone, the Lined Block building type limits structures to a 10-story maximum, but the building is proposed to be 16-stories 193 feet, 10 inches). A waiver from the maximum number of stories is needed for the project. The six additional stories are needed to make construction of a mixed -income high- rise development financially feasible. A designed four upper story levels are needed to accommodate space for 19 on - site affordable units and 44 density bonus units. Efforts to maintain views of the W. H. Spurgeon Building' s clock tower to the north of the site have been made by recessing the building mass at the fourth and fifth levels and providing a publicly accessible deck that will provide views of downtown. In addition, the public parking stalls accountfor one below -grade and fourabove -grade levels of the building, adding to the overall height of the development. The application of the 10- 75A-476 November 2020 1 Page 3 ® PLACEWORKS story maximum building height standard would physically preclude construction of the mixed - income project, The project' s open space is designed as open roof decks rather than courtyards or forecourt, as required by the TZC. Construction of a courtyard or forecourt would substantially increase engineering costs, and the development would need to be completely redesigned. This would reduce the number of units that could be constructed on the site and therefore reduce the number of affordable housing units that would result from the project. The project exceeds the 15 percent of common and private open space requirements in regard to quantity of open space provided as a total of 10, 685 square feet of common open space and 7,550 square feet of private decks are provided. The intent of specifying the massing for each level of a building is to maintain the building form of each building type. A maximum of 85 percent total coverage of the third level is permitted and 94 percent coverage is proposed. In order to maximize the number of parking stalls provided, the building footprint needs to span the building site at level three (cover 94 percent of the site). However, the urban form that the Line Block building type strives for through massing is still achieved due to the overall larger scale of the building. In addition, the levels 4 through 16 meets the prescribed massing standards. The overall building form and design is typical of the Line Block building type and typical of buildings found in a downtown urban environment. A reduction in massing at the third level would result in a reduction in public parking and reduce the financial feasibility of redeveloping the site and providing 19 on -site very -low income units. Overall, the mixed -used and mixed -income nature of the development supports the goals of the TZC. The density bonus law entitles developers to reduced parking standards. Pursuant to California Government Code Section 65915 (p)( 1), residential developments providing eleven percenton-site affordable housing units at very -low income levels are entitled to provide on -site parking at the ratio of 1 stall for studio or one -bedroom units, and 2 stalls for two -bedroom units, inclusive of disabled person parking and guest parking. The applicant has elected to exercise the option to provide this parking ratio pursuant to the California Government Code Section (p)(1). Therefore, a total of 196 parking spaces are provided. It is anticipated that employees and patrons for the commercial businesses will utilize the public parking spaces available on site and throughout downtown. It is also important to note that under California Government Code Section 65915 (p)(4) upon request of a developer, residential developments providing 11 percent very -low income units and located within one- half mile of a major transit stop are entitled to a parking requirement of only 0.5 spaces per bedroom. The project is within 0. 15 miles of the OCTA bus routes 53/53x stop at Main Street and Fourth Street, route 55 stop at Main Street and First Street, and route 64/64x stop at Main Street and First Street. As such, the project is entitled to an even lower parking ratio than proposed under which a total of 98 parking spaces would be required for the 171- unit development. However, the applicant is providing 196 parking spaces, which would be an excess of 98 spaces if California Government Code Section 65915(p)(4) were exercised. To address concerns regarding the requested parking incentive, the applicant prepared a parking analysis and parking management plan (PMP). The PIMP encourages transit ridership by providing transit maps with tenant move -in packets and, upon demand, can provide on -site valet service to maximize use of parking areas and reserve additional residential and commercial parking spaces through long- term agreements with the City for use of nearby parking structures. The parking management plan indicates that, if needed, valet service for on -site vehicle stacking for all uses 75A-477 November 2020 1 Page 4 ® PLACEWORKS could create an additional 122 parking spaces on levels P1 through 8, raising the total on -site parking supply for the mixed -used project spaces from 196 to 318. In addition, the PIMP indicates that an additional 50 off -site parking spaces could be leased on a long-term basis at on -site or nearby City owned parking structures. When implemented, this would result in an effective parking ratio of 1.86 parking spaces per residential unitwith the on -site valet service, and 2. 15 spaces per unit with the additional 50 off site spaces, which would be equivalent to the 2.15 per unit parking space requirement of the TZC. The parking study supports the parking ratio of one space for every studio and one bedroom and two spaces for every two -bedroom unit for variety of factors. These include the project's proximity to existing and future mass transit, such as standard bus service, high -capacity/ express bus service, the Santa Ana Regional Transportation Center, and the under -construction OC Streetcar; the Project's location within a high amenity, mixed -use environment with shopping and major employment centers nearby; and proximity to nearby existing parking facilities, including parking structures, parking lots, and on -street parking. Finally, as noted above the Proposed Project is located in a Transit Priority Area (TPA) and therefore, aesthetic and parking impacts cannot be considered a significant impact. 0-6 The Commenter raises questions on the options to convertthe hotel to residential units and analysis of the conversion to residential. Per the Disposition and Development Agreement Sections 5.12.4 and 5.12.5 the applicant is entitled to submit an application to convert the hotel to apartments subject to meeting specific requirements and is subject to future review and approval. The conversion of the hotel to apartments will be subject to analysis under the California Environmental Quality Act and analyzed at the time that the application to convert is submitted, if an application is submitted. The Disposition and Development Agreement does not pre -commit or imply that the application to convert the hotel to apartments will be approved. The City retains the discretion to approve, conditionally approve or disapprove the application to convert the hotel to apartments. 0-7 The Commenter states there is no analysis of the impact on the historic properties in the area, including the Spurgeon building and no analysis of the requested incentives/concessions/waivers as it relates to the historic properties in the area. Section 5.5 of the Addendum analyzes the impacts to the historic properties in the area. The Project Site is adjacentto the Downtown National Register District and is not within the District. The District borders the Project Site to the north, east, and west. The closest historical resources include the properties along Broadway (across the streetfrom the Project Site), and along 4th Street (across the alleyway from the Project Site). While the adoption of the Transit Zoning Code (SD 84) allows the reuse, relocation, or demolition of designated or potentially historic structures, the existing 3-level parking garage constructed in 1982, located at 201 West 3rd Street, is not classified as a historic structure and exists on land that has already been disturbed. The Certified EIR determined that the adoption of the Transit Zoning Code (SD 84) could result in substantial adverse change in the significance of a historical resource as defined in Section 15064.5 of the CEQA Guidelines. Compliance with identified mitigation measures would reduce the magnitude of this impact, but the impact would remain significant and unavoidable. As described on page 104, the project's General Plan designation is District Center (DC), intended to be "developed with an urban character that includes a mixture of high-rise office, commercial, and residential uses." The Proposed Project is consistent with the land uses allowed within the Downtown DC. The Project proposes a residential density of approximately 121 dwelling units per acre. A density bonus of 35 percent grants an additional 45 units. However, per California 75A-478 November 2020 1 Page 5 ® PLACEWORKS Government Code Section 65915 (f)(5) granting a density bonus shall not require a general plan amendment. The zoning for the Project Site is Downtown (DT) Zone of the Transit Zoning Code (SD 84). This zone allows for multi -story urban building types accommodating a mixture of retail, office, light service, and residential uses. Within this zone, Flex Block building types are allowed up to a maximum of 10 stories. One of the goals of the DTZone is to replace parking structures with other compatible pedestrian friendly uses. The Proposed Project would replace a 3-level parking garage with a mixed -use building containing 171 units and 13,419 square feet of commercial space, making it consistent with the goals outlined for the DTZone. Of the 171 residential units, 19 will be reserved for very low income households for a period of 55 years. The Proposed Project would require an approval of a Density Bonus Agreement Application with a waiver to allow a floor area ratio of 4.2, development up to 16-stories, concessions to allow deviations to the open space and massing requirements, and provide parking at a rate of one space per studio and one bedroom and two spaces per two bedroom units 0-8 Please refer to Responses 0-5 and 0-7. Additionally, as indicated in the Addendum and discussed in the Certified EIR, development of the Proposed Projectwould incrementally increase the demand for fire protection services, but would not result in a significant impact with implementation of mitigation identified in the Certified EIR. Contrary to the Commenter's suggestion, the Proposed Project would not result in any unique firefighting challenge that exceeds the capability of the Orange County Fire Authority. The Orange County Fire Authority reviewed the plans as part of the site plan review process. Appropriate Fire Facility fees would be assessed during review of development plans. The obligation of the Proposed Project to meet all access, water and fire protection systems required under the California Building Code and Fire Code, as well as the City Municipal Codes will assist in maintaining impacts that are less than significant. 0-9 Analysis of potential excessive groundborne vibration or groundborne noise levels during construction is provided beginning on Page 109. A project design feature has been developed to protect adjacent structures, as follows: "If pile driving and/or drilling is necessary during Project construction, a site -specific analysis shall be prepared and submitted to the City of Santa Ana demonstrating that construction activity would not result in vibration at sensitive receiver locations, and/or adjacent buildings, that is greater than the Federal Transit Administration's vibration impact thresholds appropriate for each building (consistent with TZC EIR thresholds); unless otherwise determined by a qualified engineer that high levels of ground -borne vibration would not post structural hazards to the adjacent building(s). The engineer shall provide written documentation that shall include the applicable construction vibration threshold and expected or monitored vibration levels during pile driving and/or drilling activity to the City of Santa Ana building department." Based on the analysis in the Addendum, no impacts to adjacent structures during construction are anticipated. 0-10 Please refer to Responses 0-2 and 0-5 for a discussion of parking. As noted above the Proposed Project is located in a Transit Priority Area (TPA) and therefore, aesthetic and parking impacts cannot be considered a significant impact. 0-11 Please refer to Response 0-7 above. 0-12 As discussed in Section 5.11, Land Use and Planning, the Proposed Project is the type of mixed -use development envisioned by the Transit Zoning Code. The Project Site's existing General Plan designation is District Center (DC), intended to be "developed with an urban character that includes 75A-479 November 2020 1 Page 6 ® PLACEWORKS a mixture of high-rise office, commercial, and residential uses." The Proposed Project is consistent with the land uses allowed within the Downtown DC. The Project proposes a residential density of approximately 121 dwelling units per acre. A density bonus of 35 percent grants an additional 45 units. However, per California Government Code Section 65915 (f)(5) granting a density bonus shall not require a general plan amendment. The zoning for the Project Site is Downtown (DT) Zone of the Transit Zoning Code (SD 84). This zone allows for multi -story urban building types accommodating a mixture of retail, office, light service, and residential uses. Within this zone, Flex Block building types are allowed up to a maximum of 10 stories. One of the goals of the DT Zone is to replace parking structures with other compatible pedestrian -friendly uses. The Proposed Projectwould replace a 3-level parking garage with a mixed - use building containing 171 units and 13,419 square feet of commercial space, making it consistent with the goals outlined for the DTZone. Of the 171 residential units, 19 will be reserved for very low income households for a period of 55 years. The Proposed Project would require an approval of a Density Bonus Agreement Application with a waiver to allow a floor area ratio of 4.2, development up to 16-stories, concessions to allow deviations to the open space and massing requirements, and provide parking at a rate of one space per studio and one bedroom and two spaces per two bedroom units (see Section 3.3, Discretionary Actions, above). As indicated in Section 3, Project Description, the Proposed Project would be comprised of two buildings: a 16-story, 194-foot-tall residential and commercial building and a 10-story, 127.5-foot- tall hotel building. The Proposed Project would create an appropriate architectural and public link between the historic Artist Village and 4th Street Core while providing important new urban opportunities and activation through engaging public space. The buildings would be separated by an extension of Sycamore Street from the north edge of the Project Site to West 3rd Street. Although the Proposed Project is consistent with the goals of the Transit Zoning Code to replace parking structures with other compatible pedestrian -friendly uses, including mixed -use development, the Proposed Project would require approval of site plan review for the mixed -use development and hotel, a tentative parcel map, a density bonus with concession and waivers for building height, open space, massing and parking. The Proposed Project would not create a new significant impactor a substantial increase in theseverityof previously identified effects. In addition, as described in this Addendum, no significant impacts are associated with the Proposed Project. Therefore, impacts related to land use would remain less than significant and no changes or new information would require preparation of a subsequent EIR. Contrary to the commenter's suggestion, a project -level EIR is notrequired where a projectis within the scope of a program EIR, unless the project meets the criteria identified in Section 15162 of the State CEQA Guidelines requiring preparation of a subsequent or supplemental EIR. (See, e.g., Citizens Against Airport Pollution v. City ofSonlose (2014) 227 Cal.App.4th 788, 801-802.) 0-13 Please refer to Response 0-7 above. 0-14 Please refer to Response 0-1. As stated above, vehicular and emergency access on the south side of the Spurgeon Building will be maintained and improved. 0-15 Please refer to Response 0-5. 0-16 Please refer to Response 0-7. 0-17 Please refer to Responses 0-5 and 12. 75A-480 November 2020 1 Page 7 ® PLACEWORKS 0-18 The Commenter questions the viability of the project in a post-COVID environment. This is not a CEQA-related comment. Pursuant to the decision in California Building Industry Association (CBIA) v. Bay Area Air Quality Management District (BAAQMD) (Case No. S213478), CEQA evaluates a project's impact on the environment, not the environment's impact on a project. Therefore, this is not CEQA issue that needs to be evaluated in the Addendum. As indicated in Section 3, Project Description, the Proposed Project would be comprised of two buildings: a 16-story, 194-foot-tall residential and commercial building and a 10-story, 127.5-foot- tall hotel building. While the referenced staff report notes the DDA would allow the applicant to seek to convert the hotel to residential if the hotel is not financially sustainable after three years of operation, any such potential conversion of the hotel to other uses would require additional entitlements from the City and would trigger additional environmental review under CEQA. 0-19 Please refer to Response 0-1 and 0-8. 0-20 A helipad is not proposed and is not included in the project description. As a result, no environmental analysis of a helipad is necessary. 0-21 The Commenter raises questions related to geology and soils. It should be noted that the first level of the existing parking garage is partially subterranean, and the existing finished grade of the Project Site is approximately five feet below ground surface. The Proposed Project would require additional excavation to a finished grade of approximately 11 feet below ground surface. This will require the off site haul of approximately 23,055 cubic yards of material off -site. The Project Engineer has reviewed the proposed grading plans and has indicated that this material can be removed without any disruption to the Spurgeon Building or any other structures located in the vicinity of the Proposed Project. Potential geotechnical impacts are full discussed in Section 5.7, Geology and5oils, of the Addendum. Additionally, a grading permitshall be required for all grading work, in compliance with California Building Code (CBC) Chapter 33 and Appendix Chapter 33 and the Santa Ana Municipal Code (SAMC) and other applicable laws including the Federal Clean Water Act which for construction activity is regulated by the NPDES. The grading permit application will require submittal of a soils report. In addition, the City's Grading Plan Guidelines require that "[a]II cut slopes shall be investigated both during and after grading by the Geotechnical Engineer to determine if any slope stability problem exists. Should excavation disclose any geological hazards or potential geological hazards, the Geotechnical Engineer shall submit a recommended treatmentto the City Engineer for approval." Compliance with the CBC, SAMC, and the City's Grading Plan Guidelines will ensure that no impacts to adjacent structures will occur. 0-22 Please refer to Response 0-1. As noted above the Proposed Project is located in a Transit Priority Area (TPA) and therefore, aesthetic and parking impacts cannot be considered a significant impact. Additionally, the Appendix G Traffic Impact Analysis and Appendix B Technical Study Updates memorandum analyzed the project and on -site roadway and site access improvements. 0-23 Please refer to Response 0-5. As noted above the Proposed Project is located in a Transit Priority Area (TPA) and therefore, aesthetic and parking impacts cannot be considered a significant impact. 0-24 Potential impacts related greenhouse gas emissions (GHG) are fully discussed in Section 5.8, Greenhouse Gas Emissions, of the Addendum. In addition, a technical study for GHG has been prepared for the Proposed Project and included as Appendix D. As discussed in the Addendum, the impacts identified for the Proposed Project showed that the Proposed Project will result in approximately 2,731.12 MTCO2e/year which is below the screening threshold of 3,000 MTCO2e/year. Therefore, the Proposed Projectwould notexceed the threshold and project -related 75A-481 November 2020 1 Page 8 ® PLACEWORKS greenhouse gas emissions are considered less than significant. There are no substantial changes in the circumstances, or new information that would require the preparation of a subsequent EIR. 0-25 The Certified EIR includes all feasible mitigation necessary to mitigate the potential impacts related to implementation of the Transit Zoning Code. These mitigation measures have been incorporated into the Addendum. During the environmental processing of Certified EIR, no comments were received on the mitigation measures and no challenge to the Certified EIR was filed. Since this issue was not raised during the public comment period or at the hearings for the Certified EIR, there is no longer standing to litigate this issue under CEQA. 0-26 This comment is noted, and no response is required. 0-27 The Commenter asserts that the Proposed Project requires an Environmental Impact Report. The City of Santa Ana prepared an EIRAddendum consistentwith Sections 15161 and 15164of the CEQA Guidelines to determine if there were any new significant impacts associated with the Proposed Project that were not previously addressed in the Transit Zoning Code EIR. As discussed throughout the Addendum, the Proposed Project does not meet the criteria identified in Section 15162 of the State CEQA Guidelines requiring preparation of a subsequent or supplemental EIR. Additionally, as shown in responses 0-1 through 0-23, the Proposed Project has been adequately analyzed in the Addendum. As a result, no additional CEQA analysis is necessary for the Proposed Project. However, your comment is hereby noted and will be forwarded to the decisionmakers for the Proposed Project. 75A-482 November 2020 1 Page 9 This page intentionally left blank. ® PLACEWORKS 75A-483 November 2020 1 Page 10 Attachment A ® PLACEWORKS 75A-484 November 2020 1 Page 11 This page intentionally left blank. ® PLACEWORKS 75A-485 November 2020 1 Page12 PALMIERI HENNESSEY LEIFER, LLP October 20, 2020 VIA E-MAIL: eCommentna santa-ana.org Honorable Mayor and City Councilmembers of the City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92702 Michael H. Leifer Direct Dial: (949) 851-7294 E-mail: mleifer@palmierilawgroup.com Re: Public Hearing Agenda Item 75A - Environmental Review No. 2019-85 for Density Bonus Agreement Application No. 2020-01, Site Plan Review No. 2020-01, Site Plan Review No. 2020-02, and Disposition and Development Agreement with Caribou Industries for the 3rd and Broadway Development At 201 West 3rd Street Objection/Comment Letter Dear Honorable Mayor and City Council Members: File No.: - This office represents Coalition Against Santa Ana Irresponsible Development which includes citizens of and property owners in Santa Ana including the owners of the historic Spurgeon Building (202-212 West 4d' Street, Santa Ana). The owners of the Spurgeon Building are very concerned about the impact of the proposed 3`d & Broadway Mixed -Use Development Project. This letter is submitted in opposition to the proposed actions considered by the City Council relating to the proposed Project and the environmental review of same. The City appears to be giving a "pass" to this Project on a number of issues. The City is relying on a decade -old EIR relating to a zoning change and an inadequate Addendum that has failed to analyze the environmental impacts from this massive Wilshire Blvd. -like development. The City is also relying on outdated mitigation measures and proposing a Mitigation Monitoring and Reporting Program for the Addendum that does not include tangible mitigation measures. Instead the mitigation measures proposed rely on future analysis and considerations and aspirational measures. The end result is a massive Project that is "not ready for prime time." Ironically, the Addendum refers to a decade -old EIR to suggest that it analyzed things that it clearly did not. Neither the Addendum nor the EIR address the slightly older redevelopment of the downtown by various owners and the Redevelopment Agency. Most notably, the Addendum fails to analyze the potential significant environmental impacts on the historic Spurgeon Building as redeveloped or the companion buildings as redeveloped that are located just steps away from this massive proposed mixed -use Project. Incredibly, the Addendum omits discussion of or reference to the historic Spurgeon Building. The Addendum pretends that the Spurgeon building and site as redeveloped (along 2 Park Plaza, Suite 550, Irvine, CA 92614-2518 (949) 851-7388 1 www.palmierilawgroYCX_4Qc Introduction 0-1 PALMIERI HENNESSEY'. LEIFER, LLP - >: Honorable Mayor and City Councilmembers of the City of Santa Ana October 20, 2020 Page 2 with companion sites fronting on 4a' Street are not attached to the Project site. None of the 0-1 documents discuss the fact that at/near the proposed Project site, there is a placard honoring CONT'D longtime Santa Ana downtown development director Roger Kooi. Again incredibly, The Addendum fails to refer to the obvious fact that the Spurgeon Building and its Ore Street companion buildings have been operationally tied to the Project Site for decades. They are literally tied together by a bridge. They are tied by parking; access; multiple levels and locations of entry points, emergency egress, service access; utility operations, and air, light and view considerations, among others. As it does not refer to the Spurgeon Building and its site, the Addendum does not analyze these shared operational aspects with the Project site concerning the Spurgeon Building or any of its companion buildings and their sites. Environmental analysis is patently invalid and inadequate if it does not address the elephant, or in this situation, the several elephants in the room. The owners of the Spurgeon Building have received some documents and information in response to a public records act request. The City's failure to produce but a few pages of 0-3 documents means that the City does not have documents in its possession or has not provided a full and complete production prior to this City Council meeting. The environmental documentation for the proposed massive mixed -use development Project ignores site -specific impacts and then attempts to shield its inadequacy by the improper strategy of suggesting that analysis is deferred until the future. Analysis deferred is analysis denied. Moreover, the "Addendum" tries to support itself on a decade -old FIR that itself made clear that it was not designed to analyze this Project. In the present consideration, the City, its staff or both are playing a shell game with the public. Where is the analysis? "Look back to the FIR, it must be there. If it isn't, we will analyze many issues in the fixture." The analytical omissions, sad to say, are not surprising. For this neighborhood and the vast majority of neighborhoods in Orange County, this Wilshire Boulevard -type supermassive project bends or breaks all development standards. At the same time, its proponents attempt to circumvent meaningful review, analysis and monitoring constraints. The developer -preferred project avoids consideration of any alternatives to the supermassive project. These are not minor analytical omissions. Rather, these are analytic deficiencies that prevent the City from acting pursuant to law in a purported determination that the proposed Project meets the required legal standards for approval under CEQA, the Government Code, and the Municipal and Zoning Codes. 0-0 75A-487 PALMIERI HENNESSEY'. LEIFER, LLP - >: Honorable Mayor and City Councilmembers of the City of Santa Ana October 20, 2020 Page 3 The Supermassive Proiect seeks significant waivers and concessions based upon a purported density bonus that is unsupported. The waivers and concessions cause a 0-5 significant detriment to the historic Spurgeon Building, its 4" Street companions and the Downtown. The Project seeks various concessions and incentives based on an assumption of a density bonus from the proposed residential component. In discussing the proposed "business terms" of the potential DDA between the City and the Developer, the Staff Report recognizes that the Developer has an option to convert the hotel component of the proposed Project to residential. (See Staff Report to City Council, p. 5.) Under that conversion scenario, the proposed Project would not comply with the density bonus calculations and requirements pursuant to State Density Bonus Law found in the Government Code. In fact, other than that passing reference to the Developer's option to convert the proposed hotel component to residential in the Staff Report, neither the 2010 EIR nor the Addendum analyze the project under the hotel -to -residential conversion option. The failure to analyze the various Project options makes this Project an analytical "shell game." Is it a hotel? No. Yes. Maybe. Is it residential? Yes. No. Maybe. Is it both? No. Yes. Maybe. What is this Project? Whatever the Developer wants it to be sometime in the future. It is artfully and purposely unclear what "Project" will be moving forward and whether such "Project" has actually been analyzed. The City has not and cannot with a straight face claim that it is analyzing the possible Project scenarios. The City has failed to analyze the requested incentives/concessions/waivers as it relates to the historic properties in the area including the Spurgeon Building and site that is located just steps from the proposed Project. The City Staff Report omits any consideration, analysis or even mention. As there has been no analysis of the impact on the historic properties operating as redeveloped in the area, no mitigation of such impacts on the historic properties in the area, including the Spurgeon Building, has been analyzed, considered, or imposed. The City should not take any action until such an analysis and mitigation measures have been considered. NE:9 O-7 75A-488 PALMIERI HENNESSEY'. LEIFER, LLP - >: Honorable Mayor and City Councilmembers of the City of Santa Ana October 20, 2020 Page 4 There are significant impacts to the adjacent redeveloped historic properties such as the Spurgeon Building as a result of the proposed height, massing, floor area ratio and parking waivers/concessions: The Project proposes significant waivers/concessions to deviate from the development standards which were analyzed and approved in the 2010 EIR. Indeed, in its analysis of the impact of the Transit Zoning Code on historic sites, the 2010 EIR provided that the design and development standards contained within the Transit Zoning Code "contain detailed requirements in regards to building types, frontage types, massing, height, architecture, accessibility, parking, street presence and landscaping. These standards are specifically designed to ensure that new development within established neighborhoods, as well as existing commercial areas, is sensitive to the existing built form of that area." (2010 EIR, Sec. 4.4, p. 4.4-17 [emphasis added].) Specific to this area, the 2010 EIR states, "The DT Zone creates a cohesive and consistent set of requirements to ensure that any new projects developed within the Zone adhere to a unified set of standards, thereby ensuring that all new development within the Historic Downtown is considered within the same context as opposed to having a patchwork of standalone zones. Specifically, the DT Zone limits building heights based upon the existing historic context of the buildings currently located in the Historic Downtown." (Id. at p. 4.4- 18 [emphasis added].) Even with those "detailed requirements" and design/development standards, the 2010 EIR concluded the Transit Zoning Code would cause a substantial adverse change in the significance of historical resources and that such effects were significant and unavoidable. (See Id. at p. 4.4-22.) Now, a decade later, with proposed development at the rear frontage of one of the most historic street frontages in Santa Ana including the Spurgeon Building the City seeks to dispose or ignore the very standards it imposed. Height ignored. Massing more is more. Floor Area Ratio let's get the numerator to be as high as possible. The conduct goes even further as it completely omits any analysis that such deviations would have on the redeveloped historic sites like the Spurgeon Building. The proposed Project proposes a height 150 percent taller than the height limit imposed a decade ago. Essentially, no standards are applied if a building can be constructed half again taller than the limit. The proposed Wilshire Blvd. -type Project absolutely dwarfs the historic surroundings. The height limit was adopted and imposed for a reason because a 16-story building within the historic downtown area of Santa Ana is not in keeping with the character of the area. The height will have a negative impact on the historic and redeveloped Spurgeon Building its clocktower and its companion properties Here is an obvious question, what O-7 CONT'D ®. 75A-489 PALMIERI HENNESSEY'. LEIFER, LLP - >: Honorable Mayor and City Councilmembers of the City of Santa Ana October 20, 2020 Page 5 experience does Santa Ana have with fire fighting a 16-story residential/hotel building surrounded by smaller historic structures? What analysis is in the documentation? None. Similarly, there has been no analysis of the deviation from the maximum 85% massing standard. No analysis has been conducted to support the claims of the added views from the "recessing" of the "building mass at the fourth and fifth levels." In fact, the massing proposed at the fourth and fifth levels is at or nearly at the maximum allowable massing of 85%. It is not like the third story deviates the maximum but the fourth and fifth levels try to compensate for that by have a massing less than the maximum. The deviation from the floor area ratio standards contributes to the height and massing impacts of the proposed project. 0-8 CONT'D As discussed elsewhere herein, there is no analysis of the impacts from construction of this massive Wilshire Blvd. -type of development just steps away from a 100-plus year old 0 9 building. What steps will be undertaken to make sure that the demolition, earth movement and construction required for this massive project development will not impact the historic Spurgeon Building or the surrounding historic Downtown area? The proposed Project also deviates from the parking standards and requirements. The proposed Project eliminates an existing 400-p1L "pace public parking structure that currently serves the downtown Santa Ana properties and businesses. The proposed Project seeks to demolish that existing 400-plus space parking structure and the attendant improvements such as the bridge structures from the parking structure to the nearby buildings, including the Spurgeon Building. The Staff Report asserts that the Project proposes to replace the existing 400-plus space public parking with 220 public parking spots. The Staff Report fails to recognize that such parking spots will be utilized by the retail/commercial oriented uses being proposed as part of the mixed -use development Project. There is no analysis as to the current parking usage of the existing 400-plus parking structure nor any analysis as to whether the proposed 220 parking spots will be sufficient for use of the downtown Santa Ana properties and businesses that currently utilize and rely upon the 400-plus spaces in the existing parking structure. There is no analysis of the impact to the parking situation during construction. How long will it take for construction of the development? How long between demolition of 400-plus spaces to having public use of 220 spaces? 0-10 The City's wholesale failure to analyze the very real impacts to historic site such as the Spurgeon Building requires a denial at this time. In fact, there will be significant impacts to the 0-11 Spurgeon Building from these deviations. 75A-490 PALMIERI HENNESSEY'. LEIFER, LLP - >: Honorable Mayor and City Councilmembers of the City of Santa Ana October 20, 2020 Page 6 The reliance on the 2010 EIR and the deficient Addendum is not sufficient. The 2010 EIR was not a project specific EIR. Rather, the 2010 EIR analyzed the then - proposed Transit Zoning Code. The 2010 FIR did not consider this project. In fact, the only development proposal included in the project description of the 2010 EIR was in a different area of the City of Santa Ana. (See 2010 EIR, Figure 3-7.) In fact, as described in the 2010 EIR project description, the Transit Zoning Code was initially drafted as part of a Specific Plan, however, the City tabled the Specific Plan and instead proceeded with "the zoning component." The 2010 EIR project description states, "The Transit Zoning Code embodies many of the policies previously contained within the [specific plan], but is more limited in its scope of implementation." (Id., at p. 3-13.) The 2010 EIR did not include a site specific analysis of this proposed Project. Indeed, the City recognized and acknowledged that the 2010 FIR "can be characterized as both a program EIR and a project-EIR." The "project-EIR" component related to the development proposal (Figure 3-7) for another area in the City: "since adequate level of details is available for the development proposal, this EIR analyzes the project's specific potential impacts." (Id. at p. 3-28.) The City farther recognized that further detailed analysis would be required for individual projects: "Regardless of its title, the document is intended to act as an analytical superstructure for subsequent, more detailed analyses associated with individual project applications consistent with the proposed project." (Ibid. [emphasis added].) Even more direct, in the 2010 EIR, the City stated: "The City recognizes that the program -level analysis of the remainder of the project does not include the level of detail necessary to qualify as a proiect EIR, and anticipates that future projects will require more detailed environmental review at the time they are proposed." (Ibid. at p. 3-28.) The proposed Project's reliance on the 2010 FIR and the cursory "analysis" provided in the Addendum do not provide a "more detailed environmental review." Indeed, as discussed above, many of the development standards that were considered in the 2010 FIR and adopted in the Transit Zoning Code are being ignored without any consideration or analysis of the impact of such deviations on the environment. The Project will have a significant impact on Cultural Resources that has not been adequately analyzed: The Project proposes a massive development just a few feet away from one of the historic buildings in the City of Santa Ana the Spurgeon Building. In order to make way for the mixed -use development proposed, the Project proposes to remove the existing parking structure including the bridge and appurtenances that connect to buildings that front on 0-12 Wsic] 75A-491 PALMIERI HENNESSEY'. LEIFER, LLP - >: Honorable Mayor and City Councilmembers of the City of Santa Ana October 20, 2020 Page 7 West Fourth Street including the Spurgeon Building. The bridges and related stairway structures span the alley between the existing parking structure and the Spurgeon Building (and other buildings fronting on West Fourth Street). The bridges and related stairway structures are 0-13 attached to the historic Spurgeon Building. Yet no analysis has been conducted concerning the CONT'D envirornnental impacts to the Spurgeon Building caused by the removal of those structures. The bridge and related stairway structures also include emergency and incidental ingress, egress from the Spurgeon Building (and other buildings). There are also utility structures that connect to the Spurgeon Building that are part of the existing bridge and related stairway structure. No analysis has been conducted concerning the impacts to the historic Spurgeon Building caused by the removal of those structures. As discussed elsewhere herein, there has also been no consideration of the impacts on surrounding land uses, including the historic Spurgeon Building, from a fire protection or emergency services standpoint. [iaiC! Likewise, as discussed above, the proposed Project seeks to deviate significantly from the standards considered in the 2010 FIR. The height, mass, and floor area ratios will all cause 0-15 adverse impacts to the Spurgeon Building. The adverse impacts from those deviations have not been analyzed and should be considered in an environmental review. The owners of the Spurgeon Building are concerned that the development activity to demolish the existing parking structure including the bridge and stairway system that serves and is connected to the Spurgeon Building, as well as the development and construction activities that will be required to construct a 16-story building within a few feet of the historic Spurgeon Building that was constructed more than 100-years ago, will cause significant and irreversible impacts to the historic landmark in the City of Santa Ana. Further analysis is needed and required. The Project will have a significant impact on Land Use that has not been adequately analyzed: The proposed Project will deviate from the existing land use plan, policy or regulations. As discussed above, the Project requires a number of questionable waivers/incentives/concessions from the design standards that were studied in the 2010 EIR. The deviations in height, massing, floor area ratio, etc. cause significant impacts that were not analyzed in the 2010 FIR and have not been considered or analyzed in the Addendum. As a result of the lack of analysis, the Addendum proposes no mitigation measures. [Olin 0-17 75A-492 PALMIERI HENNESSEY'. LEIFER, LLP - >: Honorable Mayor and City Councilmembers of the City of Santa Ana October 20, 2020 Page 8 There has been no analysis of the viability of this massive development particularly in a 0-18 post-COVID environment. Again, while there is some mention of a conversion of the hotel to residential in the staff report, the Addendum does not address such a conversion. There has also been no consideration of the impacts on surrounding land uses from a fire protection or emergency services standpoint. As discussed herein, the Project will remove the existing ingress/egress from the Spurgeon Building. There has also been no analysis of the ability of emergency vehicles to utilize the alley North of the proposed Project to access the buildings that front on West Fourth Street. There has been no analysis of the fire protection/emergency services to serve this massive development. What is the evacuation plan? What will occur if there is an emergency that requires joint and simultaneous evacuation of this massive development as well as the properties fronting on West 4a' Street? 0-19 Likewise, there has been no analysis of whether the developer intends to utilize the roof of the 16-story building as a helipad. There is no discussion at all. Does the developer want it, maybe want it, not want it? Will it never happen? The assumption must be that there is the 0-20 flexibility to add that feature in the future. Yet, there is no analysis of the impacts on surrounding buildings and users. The Project will have a significant impact on Geology/Soils that has not been adequately analyzed: The Addendum does not adequately consider potential geological impacts from the proposed Project construction. The Project proposes subterranean parking and a large 16-story mixed use building. The Project will be large, heavy and require substantial excavation. Yet, the Addendum does not provide any updated geology studies or geotechnical reports. The City should not be recommending approval of a large scale residential/mixed use project without site - specific information about geotechnical risks and potential mitigation techniques. There is no support for the Addendum's claim that there will not be geologic or soil impacts. The Proiect will have a significant impact on Transportation that has not been adequately analyzed: There has not been an adequate analysis of the transportation, traffic and parking impacts or appropriate mitigation. As discussed above, the Project requires the demolition of the existing 400-plus public parking structure that serves the existing downtown Santa Ana buildings and businesses. There has been no analysis of whether the 220 public parking spaces to be replaced by the Project would be sufficient for the existing demand plus the demand associated with the mixed -use development. Further, the 16-story mixed use building will have two -access points off of the small alley to the North of the proposed building. There has been little to no analysis of the traffic impacts of having all vehicular access to the massive 16-story mixed use building from the small alley or the impacts to the neighboring properties that front on West 103'0il 0-22 75A-493 PALMIERI HENNESSEY'. LEIFER, LLP - >: Honorable Mayor and City Councilmembers of the City of Santa Ana October 20, 2020 Page 9 Fourth Street and the impacts to access for emergency vehicles as well as emergency egress from 0-22 the buildings that front on West Fourth Street. I CONT'D The Project will have a significant impact on Aesthetics that has not been adequately analyzed: As discussed above, the proposed Project seeks numerous waivers/concessions to deviate from standards which will cause significant aesthetic impacts that have not been adequately studied or mitigated. The shadow analysis is just one example of the significant impacts caused by the deviations from the height, massing and floor area ratio standards. The historic Spurgeon Building and other existing buildings and land uses will be dwarfed by the proposed project and live within its shadow. Those impacts have not been analyzed or mitigated. There has not been an adequate analysis of Greenhouse Gas impacts: Neither the Project nor the underlying documents comply with the provisions of AB 32, Executive Order No. S-03- 05 and California Air Resources Board regulations ("GHG Mandates") as they have been interpreted by both the California Supreme Court and California Courts of Appeal. See Center for Biological Diversity v. California Department of Fish and Wildlife (2015) 62 Ca1.4a' 204; Sierra Club v. County of San Diego (2014) 231 Cal.App.4a' 1152.) It is mandatory for local jurisdictions such as the City of Santa Ana to take affirmative steps to reduce Green House Gases ("GHGs"O with feasible mitigation and valid climate action plans which implement statewide policy of minimizing GHG as described in AB32. This Project, the 2010 EIR and the Addendum fail to do that. Mitigation Monitoring and Reporting Program is deficient. As discussed above, because of the environmental documents' deficient analysis of the impacts to the environment from the proposed Project, appropriate mitigation measures have not been proposed. Further, even the mitigation measure that are being proposed are largely ineffective and without any real oversight. As one example only, the proposed "mitigation" for the impact to cultural and historic resources simply further defers analysis by requiring a technical report at some later date. The proposed mitigation does not provide any requirement for future public notice and review. The "mitigation" to conduct future analysis is not sufficient. Critical public review particularly to preserve historic resources is key. The time to analyze and provide the public with information is now not some later date when critical review will be no opportunity for public notice and review of such Further, there is no effort for any monitoring of actual construction activities for compliance. 0-23 tbzV 75A-494 PALMIERI HENNESSEY'. LEIFER, LLP - >: Honorable Mayor and City Councilmembers of the City of Santa Ana October 20, 2020 Page 10 CEQA does not permit governmental agencies to play fast and loose with the Mitigation Monitoring and Reporting Program obligations. Mitigation measures are not aspirational statements they are supposed to be specific and enforceable and are to actually be enforced. Here, the Mitigation Monitoring and Reporting Program falls far short. The "if it's convenient we might do something" approach is not permissible. The Spurgeon Building Owner's comments are timely submitted. Lest the claim be made that our comments are somehow untimely, the following quote from Bakersfield Citizens for Local Control v. City ofBakersfzeld (2004) 124 Cal.App.4a' 1184, 1201, amply rebuts this claim: City appears to have thought that the public's role in the environmental review process ends when the public comment period expires. Apparently, it did not realize that if a public hearing is conducted on project approval, then new environmental objections could be made until close of this hearing (§ 21177, subd. (b); Guidelines, § 15202, subd. (b); Hillside, supra, 83Cal.App.4`h at p. 1263.) If the decisionmaking body elects to certify the EIR without considering comments made at this public hearing, it does so at its own risk. If a CEQA action is subsequently brought, the EIR may be found to be deficient on grounds that were raised at any point prior to close of the hearing on project approval. Conclusion Based on the foregoing and incorporating any and all objections and comments to this Project made by others during the environmental process, the owners of the Spurgeon Building requests that the City Council deny certification of the Addendum, not approve the various Project approvals before it and instead direct Staff and the Applicant to conduct a further analysis and full EIR concerning the impacts from this Project. Enclosures cc: Clients 0-25 CONT'D 0-26 0-27 75A-495 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: NOVEMBER 17, 2020 TITLE: PUBLIC HEARING - REGARDING THE PROPOSED FORMATION OF THE SANTA ANA TOURISM MARKETING DISTRICT /s/ Kristine Ridge CITY MANAGER CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1"Reading ❑ Ordinance on 2od Reading ❑ Implementing Resolution ❑ Set Public Hearing For_ CK�7►11@1�1q�iC�. FILE NUMBER RECOMMENDED ACTION 1. Conduct a public hearing to consider all protests regarding the intention to levy an assessment regarding the proposed formation of the Santa Ana Tourism Marketing District. 2. Review any written protests filed prior to the close of the public hearing and determine whether they constitute a majority protest. 3. If the City Council determines that no valid majority protest was lodged, adopt a resolution confirming the establishment of the Santa Ana Tourism Marketing District. DISCUSSION At the September 15, 2020 meeting, City Council adopted Resolution No. 2020-076 declaring the City Council's intention to form the Santa Ana Tourism Marketing District (SATMD) and gave notice of the time and place of a public meeting and public hearing on the establishment of the District and the levy of assessments. The Resolution set the public meeting for October 6, 2020 and set the public hearing for November 17, 2020. The Santa Ana Tourism Marketing District is a benefit assessment district proposed to create a revenue source to help fund marketing and sales promotion efforts for Santa Ana lodging businesses. This approach has been used successfully in other destination areas throughout the state to improve tourism and drive additional room nights to assessed lodging businesses. The established SATMD includes all lodging businesses with seventy (70) rooms or more located within the boundaries of the City of Santa Ana. There are 18 of those lodging businesses. Lodging business owners decided to pursue establishment of the SATMD in order to create a revenue source devoted to marketing Santa Ana as a tourist, meeting, and event destination. If established, the SATMD would generate approximately $2,400,000 (Pre-COVID estimate) on an annual basis for promotion of travel and tourism specific to Santa Ana. These funds would be solely controlled by the Travel Santa Ana Board of Directors, a non-profit that will be established to administer this new marketing district. 75B-1 Public Hearing SATMD November 17, 2020 Page 2 The Property and Business Improvement District Law of 1994 (the 1994 Act) grants cities the authority to establish these types of districts. The 1994 Act also requires that upon adoption of the Resolution declaring the City's intent, the City must mail written notice to all businesses within the SATMD, 45 days before the November 17, 2020 Public Hearing. The notice was mailed on September 16, 2020 and began the mandatory period in which owners may protest SATMD formation. At this public hearing, if written protests are received from the owners of lodging businesses which pay more than fifty percent (50%) of the assessments proposed to be levied, no further proceedings to levy the proposed assessment against the lodging businesses shall be taken for a period of one (1) year from the date of the finding of a majority protest by the City Council. To date, the City has received seven petitions from hotels in support of the District. These seven pay 58% of the assessments proposed to be levied. Therefore, unless one of the hotels in support changed their position, the remaining hotels would not make up more than 50% of the proposed assessment to protest the establishment of the District. At the conclusion of the public hearing to establish the SATMD, the City Council may adopt, revise, change, reduce, or modify the proposed assessment or the type or types of improvements and activities to be funded with the revenues from the assessments. Proposed assessments may only be revised by reducing any or all of them. If the City Council, following the public hearing, decides to establish the SATMD, the City Council shall adopt a resolution of formation. FISCAL IMPACT The City's Finance and Management Services Agency will levy the assessments and deposit the receipts into the Santa Ana Tourism Marketing District, Trust & Agency account (No. 09601001- 24054). The City will retain a fee of two percent (2%) of the amount collected to cover its costs of administration and these amounts will be deposited into the Finance and Management Services Expense Reimbursement account (No. 01110002-57000). The remainder of the funds will be disbursed to the Travel Santa Ana organization from the Trust & Agency account. As the SATMD programs are intended to increase visitation to the City, there may be an increase in transient occupancy tax and sales tax collections. Fiscal Impact Verified By: Kathryn Downs, CPA, Executive Director— Finance and Management Services Agency Submitted By: Steven A. Mendoza, Executive Director — Community Development Agency Kathryn Downs, CPA, Executive Director— Finance and Management Services Agency Exhibit: 1. Resolution of Intention to Establish SATMD 75B-2 EXHIBIT 1 RESOLUTION NO. 2020- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA DECLARING RESULTS OF MAJORITY PROTEST PROCEEDINGS AND ESTABLISHING THE SANTA ANA TOURISM MARKETING DISTRICT ("SATMD") BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby, finds, determines and declares as follows: A. The Property and Business Improvement District Law of 1994 (Streets and Highways Code §36600 et. seq.) authorizes the City to establish business improvement districts upon petition by a weighted majority of the business owners located within the boundaries of the district; and B. Lodging business owners who will pay more than fifty percent (50%) of the proposed assessment, as weighted according to the amount of the assessment to be paid by the petitioner, within the boundaries of the SATMD have petitioned the City Council to establish the SATMD; and C. Included with the petitions was a Management District Plan ("Plan") summary that describes the proposed assessment to be levied on lodging businesses with seventy (70) or more rooms within the SATMD to pay for sales and marketing programs, and other improvements and activities set forth in the Plan: and D. The assessed lodging businesses within the SATMD will receive a specific benefit from the activities and improvements set forth in the Plan; and E. On September 15, 2020 at 5:45 PM at Council Chambers located at 22 Civic Center Plaza, Santa Ana, CA 92701, the City Council adopted a Resolution of Intention. Resolution No. 2020-076: and F. The public meeting and public hearing to consider the establishment of the SATMD have been properly noticed in accordance with Streets and Highways Code §36623; and G. On October 6 at 5:45 PM at Council Chambers located at 22 Civic Center Plaza, Santa Ana, CA 92701, the City Council held a public meeting regarding the establishment of the SATMD, and the City Council heard and I 75B-3 received objections and protests, if any, to the establishment of the SATMD and the levy of the proposed assessment; and H. On November 17, 2020 at 5:45 PM at Council Chambers located at 22 Civic Center Plaza, Santa Ana, CA 92701, the City Council held a public hearing regarding the establishment of the SATMD, and the City Council heard and received all objections and protests, if any, to the establishment of the SATMD and the levy of the proposed assessment; and The City Clerk has determined that there was no majority protest. A majority protest is defined as written protests received from owners of assessed businesses in the established SATMD which would pay fifty percent (50%) or more of the assessments proposed to be levied. Protests are weighted based on the assessment proposed to be levied on each lodging business; and J. The City bears the burden of proving by a preponderance of the evidence that an assessment imposed for a specific benefit or specific government service is not a tax, that the amount is no more than necessary to cover the costs to the City in providing the specific benefit or specific government service, and that the manner in which those costs are allocated to a payor bear a fair or reasonable relationship to the specific benefits or specific government services received by the payor. Section 2. The recitals set forth herein are adopted by the City Council as findings and they are true and correct. Section 3. The SATMD is hereby established for a five (5) year term, beginning January 1, 2021 through December 31, 2025. Section 4. The Plan dated March 19, 2020 is hereby adopted and approved. Section 5. The activities to be provided to benefit businesses in the SATMD will be funded by the levy of the assessment. The revenue from the assessment levy shall not be used: to provide activities that directly benefit businesses outside the SATMD; to provide activities or improvements outside the SATMD; or for any purpose other than the purposes specified in this Resolution, the Resolution of Intention, and the Plan. Notwithstanding the foregoing, improvements and activities that must be provided outside the SATMD boundaries to create a specific benefit to the assessed businesses may be provided, but shall be limited to marketing or signage pointing to the SATMD. Section 6. The City Council finds as follows: a) The activities funded by the assessment will provide a specific benefit to assessed businesses within the SATMD that is not provided to those not paying the assessment. 2 75B-4 b) The assessment is a charge imposed for a specific benefit conferred or privilege granted directly to the payor that is not provided to those not charged, and which does not exceed the reasonable costs to the local government of conferring the benefit or granting the privilege. c) The assessment is a charge imposed for a specific government service or product provided directly to the payor that is not provided to those not charged, and which does not exceed the reasonable costs to the local government of providing the service or product. d) Assessments imposed pursuant to the SATMD are levied solely upon the assessed business, and the business owner is solely responsible for payment of the assessment when due. If the owner chooses to collect any portion of the assessment from a transient, that portion shall be specifically called out and identified for the transient in any and all communications from the business owner as the "Tourism Marketing Assessment' or "Tourism Assessment' as specified in the Plan. Section 7. The assessments levied for the SATMD shall be applied towards sales and marketing programs to market Santa Ana lodging businesses as tourist, meeting and event destinations, and other improvements and activities as set forth in the Plan. Section 8. The annual assessment rate is two percent (2%) of gross short-term room rental revenue. Based on the benefit received, assessments will not be collected on: stays of more than thirty (30) consecutive days; stays of any officer or employee of a foreign government who is exempt by reason of express provision of federal law or international treaty; stays pursuant to contracts executed prior to January 1, 2021; and stays by any federal or state officer or employee while on official business only and when payment for such occupancy is made directly to the operator by duly authorized voucher payment from a governmental accounting office. This exemption does not exempt a transient who is employed by the United States government or the state or their respective instrumentalities from payment of the assessment when the payment is later to be reimbursed by the United States government or the state or their respective instrumentalities. Section 9. Assessments levied on lodging businesses pursuant to this resolution shall be levied on the basis of benefit. Because the services provided are intended to increase room rentals, an assessment based on room rentals is the best measure of benefit. Section 10. The assessments for the entire SATMD will total approximately $2,400,000 in year one (1). 3 75B-5 Section 11. Bonds shall not be issued to fund the SATMD. Section 12. The SATMD shall include all lodging business with seventy (70) rooms or more located within the boundaries of the the City of Santa Ana. A boundary map is attached hereto as Exhibit A and incorporated herein by reference. Section 13. The assessments shall be used for the purposes set forth above and any funds remaining at the end of any year may be used in subsequent years in which the SATMD assessment is levied as long as they are used consistent with the requirements set forth herein. Section 14. The assessments to fund the activities and improvements for the SATMD will be collected by the City of Santa Ana on a monthly basis, and in accordance with Streets and Highways Code §36631. Section 15. The City Council, through adoption of this Resolution and the Plan, has the right pursuant to Streets and Highways Code §36651, to identify the body that shall implement the proposed program, which shall be the Owners' Association of the SATMD as defined in Streets and Highways Code §36612. The City Council has determined that Travel Santa Ana shall be the SATMD Owners' Association. Section 16. Travel Santa Ana, pursuant to Streets and Highways Code §36650, shall cause to be prepared a report for each fiscal year, except the first year, for which assessments are to be levied and collected to pay the costs of the improvement and activities described in the report. The first report shall be due after the first year of operation of the SATMD. Section 17. The SATMD established pursuant to this resolution will be subject to any amendments to the Property and Business Improvement District Law of 1994 (California Streets and Highways Code §36600 et. seq.). Section 18. The City Clerk, or his or her designee, is directed to take all necessary actions to complete the formation of the SATMD and to levy the assessments. Section 19. 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. 75B-6 ADOPTED this day of 12020. Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney i By:_I Ryan O. Hodge Assstant'City Attorney AYES: Councilmembers NOES: Councilmembers FAI ' .1.�IFAIJO�erep . I Taiil.Ta�f NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, DAISY GOMEZ, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2020-XXX to be the original resolution adopted by the City Council of the City of Santa Ana on Date: Clerk of the Council City of Santa Ana ly 75B-7 Exhibit A Boundary Map —W�M.S.ua�are— S Santa Ana TMD Orange :..4 7 Gaiden Grove v L yr r A'.Y Ir.rt.0. Are �aJ x r.r n S I rprusli4 .1 .i _3 c n V rP1 {4ab1� A\Y VerA CevnYy 1 •■• • • InI Y 4wv�r C1V1TA:St s...Z cC= tmn Mara z' 1 6 75B-8 J.mr w.o Aup I a carp. r. uuny r' S- rAar r. 'v. Pb i �f VII REQUEST FOR COUNCIL/ HOUSING AUTHORITY l ACTION CITY COUNCIL MEETING DATE: NOVEMBER 17, 2020 TITLE: APPROVE A CONDITIONAL GRANT AGREEMENT, 99-YEAR GROUND LEASES, AND AFFORDABILITY AND MAINTENANCE RESTRICTIONS WITH HABITAT FOR HUMANITY OF ORANGE COUNTY FOR THE DEVELOPMENT OF THE LACY STREET PROJECT (NON -GENERAL FUND) CLERK OF COUNCIL USE ONLY: 153001107iffill ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2od Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO /s/ Kristine Ridge /s/ Kristine Ridge FILE NUMBER CITY MANAGER EXECUTIVE DIRECTOR RECOMMENDED ACTION CITY COUNCIL Authorize the City Manager to execute a Conditional Grant Agreement (instead of a loan agreement as originally approved) with Habitat for Humanity of Orange County for $231,494 in Inclusionary Housing Funds for the development of the Lacy Street affordable housing project located at 826 N Lacy Street (APN 398-041-22) and 416 Vance Street (APN 398-041-22), subject to non -substantive changes approved by the City Manager and City Attorney. HOUSING AUTHORITY 1. Authorize the Executive Director of the Housing Authority to execute two Affordability and Maintenance Restrictions Agreements for the development of the Lacy Street affordable housing project located at 826 N Lacy Street (APN 398-041-22) and 416 Vance Street (APN 398-041-22), only differentiated by the address, subject to non -substantive changes approved by the Executive Director of the Housing Authority and Authority General Counsel. 2. Authorize the Executive Director of the Housing Authority to execute two 99-year Ground Leases for the development of the Lacy Street affordable housing project located at 826 N Lacy Street (APN 398-041-22) and 416 Vance Street (APN 398-041-22), only differentiated by the address, subject to non -substantive changes approved by the Executive Director of the Housing Authority and Authority General Counsel. DISCUSSION On June 19, 2018, the City Council authorized the Community Development Agency to issue a Request for Proposals (RFP # 18-056) to develop affordable rental and ownership project(s) in the City of Santa Ana with available affordable housing funds. The RFP also included two land assets currently owned by the Housing Authority of the City of Santa Ana at 826 N Lacy Street and 416 Vance Street. The RFP was drafted in compliance with the City's Affordable Housing Funds Policies and Procedures and it was issued on July 1, 2018. 80A-1 Conditional Grant Agreement, Affordability Restrictions, and Ground Leases November 17, 2020 Page 2 Following the City's RFP process, on March 5, 2019, the City Council authorized the City Manager and the Executive Director of the Housing Authority to execute a pre -loan commitment letter with Habitat for Humanity of Orange County ("Habitat for Humanity") for $231,494 in Inclusionary Housing Funds and a 99-year ground lease for the development of the Lacy Street affordable housing project located at 416 Vance Street and 826 N Lacy Street (Exhibit 1). Two of the conditions in the pre -loan commitment letter are review and approval of the documents evidencing the City loan by the City Council and review and approval of the document evidencing the Ground Lease by the Housing Authority. Therefore, staff are now seeking approval of the final documents with one modification. When staff originally recommended the pre -loan commitment for this project, it was drafted for an affordable rental project instead of an affordable ownership project. Since this project is not a rental project that would generate rental payments, Habitat for Humanity needs a grant to develop this ownership project for homeowners instead of a loan that would be repaid through residual receipts from rental payments. Therefore, staff is seeking approval to change the funding commitment from a loan to a grant. For the Conditional Grant Agreement, Habitat for Humanity proposes to utilize the $231,494 grant for the development of the Lacy Street affordable housing project ("Project"). The City's Conditional Grant Agreement for $231,494 in Inclusionary Housing Funds is conditional upon the successful development and construction of the Project (Exhibit 2). 90 percent of the funds will be disbursed upfront for the construction, with a 10 percent contingency. The grant is not subject to repayment if the Project is completed successfully. The Affordability and Maintenance Restrictions agreements for both homes in the Project will remain in effect for ninety-nine (99) years to align with the 99-year Ground Leases. There is one Affordability and Maintenance Restrictions agreement for the 416 Vance Street parcel and a second agreement for the 826 N Lacy Street parcel (Exhibit 3 and 4). Among the main components of these agreements, Habitat for Humanity will act as an agent for the Housing Authority and agrees that the properties shall be used only for decent, safe, sanitary and affordable housing. Habitat for Humanity will only enter into affordable mortgages for resale to moderate income households at an affordable purchase price. The agreements provide Habitat for Humanity the exclusive right to approve any assignment and re -sale of the affordable homes and Habitat for Humanity shall take all necessary steps to review the income of all homeowners prior to selling to them. Additionally, a local preference for Santa Ana residents and workers in homebuyer selection shall be a requirement of the project. Habitat for Humanity will also maintain a monthly maintenance reserve to pay for any required roof repairs, re -painting, landscaping, and pest control/remediation with the Housing Authority having the right to conduct periodic inspections of the roof, exterior paint, or landscaping. Ninety -Nine (99) Year Ground Leases The ninety-nine (99) year Ground Lease is between the Housing Authority (Agency) as the "Lessor" and Habitat for Humanity as the "Tenant", "Developer" of the improvements, and "Agent". Habitat for Humanity is referred to as the "Tenant" when referring to their tenancy obligations and their assigns, "Developer" when referring to their obligations during their tenancy while they develop the improvements on our properties, or "Agent" when referring to Habitat for Humanity's 80A-2 Conditional Grant Agreement, Affordability Restrictions, and Ground Leases November 17, 2020 Page 3 obligations after they sell the homes and begin acting as the Lessor's agent for enforcing the Ground Lease and Affordability and Maintenance restrictions. In its simplest form, the Ground Lease binds the Agency into a 99-year Ground Lease with Habitat for Humanity to develop, maintain and operate the Lacy Street affordable housing project. There is one Ground Lease agreement for the 416 Vance Street parcel and a second agreement for the 826 N Lacy Street parcel (Exhibit 5 and 6). The following is a list of key terms agreed upon in the 99-year Ground Leases: • Term: The Term of the Lease is for ninety-nine (99) years beginning on the date of the Agreement. The Tenant accepts the premises "as -is". • Rent: The base rent for the lease of the properties is one dollar per year. Tenant shall pay directly to the taxing authorities all taxes required and utility costs. • Use of Premises: Tenant shall construct, operate, maintain, replace, and repair the improvements on the properties only for the following uses: o Single-family affordable housing restricted to and affordable to qualifying moderate income families (up to 120% of Area Median Income) or below; and o Related community -serving uses as needed for the siting of the affordable housing units. • The Agency and their authorized representatives may enter the premises upon two (2) business days' prior written notice to Tenant in order to determine whether Tenant is complying with Tenant's obligations or to enforce any rights given to Agency under the Lease. • Throughout the Term of the Lease, Tenant shall, at Tenant's sole cost and expense, keep and maintain the premises and any and all Improvements now or hereafter constructed and installed on the premises in good order, condition and repair. • In the event the whole or any part of the Improvements shall be damaged or destroyed by fire or other casualty, damage or action of the elements which is fully covered by insurance required to be carried by Tenant pursuant to this Lease or in fact caused by Tenant, at any time during the Term, Tenant shall with all due diligence, at Tenant's sole cost and expense, repair, restore and rebuild the Improvements on substantially the same plan and design as existed immediately prior to such damage or destruction and to substantially the same condition that existed immediately prior to such damage. • Tenant will purchase all required insurance at Tenant's expense and provide active certificates of insurance, including all endorsements required by the Agency. Project Description Habitat for Humanity is a non-profit organization specializing in the construction of affordable homes for purchase by qualifying families. Since 1988, the Orange County affiliate has completed and sold 219 new homes in its service area. Thirty of those homes have been built in the City of Santa Ana. The project location is at the SW corner of Lacy and Vance Streets and is composed of two single-family lots within the "Historic French Park" community. Construction will consist of two (2) single-family detached homes. The design and construction of the homes will reflect the architectural elements and finishes that are present in the French Park community. Habitat for Humanity will construct two distinct floor plans for this project whose sizes are proportionate to the approximately 7,500 sq. ft. lots on which they will be built. With these requirements in mind, Habitat will construct the following: • I . Conditional Grant Agreement, Affordability Restrictions, and Ground Leases November 17, 2020 Page 4 • A single -story "Craftsman -style" home. This will be a three bedroom, two and a half bathroom residence, of approximately 1,500 sq. ft. • A second home that will be influenced by the "Victorian -Style" of architecture will be a two- story residence with four bedrooms and three bathrooms and will be approximately 1,700 sq. ft. It is important to note that the architectural designs proposed for the Project are more in line with custom home developments as opposed to Habitat for Humanity's original mission to provide "simple, decent and affordable" housing. The proposed architectural designs result in significantly higher construction costs than the projects typically constructed by Habitat for Humanity. These homes will be made available to qualifying moderate income families (up to 120% of Area Median Income) as set forth in California Health and Safety Code. Construction will comply with all City of Santa Ana building standards, as well as the Historic French Park community. In RFP #18-056, staff informed all applicants this vacant site will need to comply with the design guidelines of the French Park Historic District and will require review by the French Park Design Committee. The Historic French Park Association Architectural Review Committee provided a letter of support to Habitat for Humanity for the development of the Project. The construction of all required improvements associated with the development will be the responsibility of Habitat for Humanity. Materials will include composite roofing material, wood, or simulated wood siding, concrete -paving surfaces, and professionally designed landscape. The two homes will be constructed concurrently, with an anticipated building cycle of 10 months from the issuance of building permits. In summary, for the development of this project by Habitat for Humanity, staff is recommending approval of a Conditional Grant Agreement for $231,494 in Inclusionary Housing Funds, a 99-year Ground Lease of 416 Vance Street and 826 N Lacy Street, respectively, and Affordability and Maintenance Restrictions for each property. FISCAL IMPACT Funds for the Conditional Grant Agreement in the amount of $208,345 (90% of the total) are available in the Inclusionary Housing Fund, Loans and Grants account (No. 41718820-69152) for expenditure in the current fiscal year. The remaining $23,149 (10%) will be budgeted and included in the FY 21-2022 annual budget. Fiscal Impact Verified By: Kathryn Downs, CPA, Executive Director— Finance and Management Services Agency Submitted By: Steven A. Mendoza, Executive Director — Community Development Agency Exhibits: 1. March 5, 2019 Pre -Loan Commitment Letter 2. Conditional Grant Agreement 3. Affordability and Maintenance Restrictions Agreement - 416 Vance Street 4. Affordability and Maintenance Restrictions Agreement - 826 N Lacy Street 5. 99-Year Ground Lease Agreement - 416 Vance Street 6. 99-Year Ground Lease Agreement - 826 N Lacy Street • I . INSURANCE NOT REQUIRED MAYOR WORK MAY PROCEED Miguel A. Pulido CLERK OF COUNCIL MAOTEM n'*r. APR o'j 2a19 JuanuanWages COUNCILMEMBERS Cecilia Iglesias David Penaloza 0- CQb (Q) Vacant '3wMlt•t eott-W> Vicente Sarmlento Jose Solorio March 5, 2019 CITY OF SANTA ANA Community Development Agency 20 Civic Center Plaza • P.O, Box 1688 Santa Ana, California 92702 w w.santa-ana.om (714)647-5360 Troy Hendrickson Vice President of Construction Habitat for Humanity of Orange County 2200 S. Ritchey Street Santa Ana, CA 92705 EXHIBIT 1 A-'LU9a-v0* ACTING CITY MANAGER Steven A. Mendoza CITY ATTORNEY Sonia R. Carvalho ACTING CLERK OF THE COUNCIL Norma Mitre -Ramirez Re: Lacy Street Project 416 Vance Street (APN 398-041-22) and 826 N. Lacy Street (APN 398-041-22), Santa Ana, CA 92701 Pre -Commitment Letter for Lease Agreement Dear Mr. Hendrickson: Habitat for Humanity of Orange County ("Developer") requested financial assistance in connection with the proposed development of a two (2) unit affordable housing project to be located at 416 Vance Street (APN 398-041-22) and 826 N. Lacy Street (APN 398-041-22) ("Project'). The City of Santa Ana ("City") and Housing Authority of the City of Santa Ana ("Housing Authority') have reviewed the Developer's request for assistance, and at the joint City Council / Housing Authority meeting on March 5, 2019, the City Council and Housing Authority Board authorized and approved issuance of this pre -commitment letter evidencing the preliminary award of ("Agency Assistance"): A loan in the maximum amount of $231,494 in inclusionary housing in -lieu fee payments made pursuant to the City's Housing Opportunity Ordinance (Article XVIII.I of Chapter 41 of the Santa Ana Municipal Code) (the "Inclusionary Housing Fund") held by the City of Santa Ana for the Project ("City Loan"); and, - A 99-year ground lease for the property located at 416 Vance Street (APN 398- 041-22) and 826 N. Lacy Street (APN 398-041-22), Santa Ana, CA 92701, with a combined appraised value of $578,000.00 as of October 25, 2018; to be used SANTA ANA CITY COUNCIL Mgual A PuHdu Juan V@egaa Vicente Smmiento David Penalus Joao salodo Vacant CWTM Igiesiaa Mayan Mayor Pm Tem Ward 6 Want 1 Want 3 ward 4 Want 6 mo"IIdIXffiswfa-enazm Mllmasftantsana.om wamdep_to®Santn nnMa 8axnSaILM taolarlo(®san(aane.an dalesiasfsemaana.am 0:I:Illhil Page 12 for the development of affordable housing at 416 Vance Street and 826 N. Lacy Street, Santa Ana, CA 92701 ("Ground Lease"). This letter shall evidence the Agency's pre -commitment of the Agency Assistance to the Developer for the Project subject to the conditions described below. City Loan: The amount of the proposed City Loan has been determined based upon the City's review of the Developer's request for the receipt of the Agency Assistance and the development proforma and projected cash flows for the Project submitted by the Developer to the City ('Proforma"). The City Manager and Housing Authority Executive Director has authority to approve revised development proformas and projected cash flows forthe Project; provided, however, that the City Assistance is not increased or extended. The City Loan shall include the following terms: $231,494 maximum principal amount, or as much thereof as is disbursed for hard and soft costs in constructing the Project, provided from the City of Santa Ana Inclusionary Housing Fund. • 3% simple interest per annum. Repayment from 50% of Residual Receipts (pro-rata with payments due in connection with other financing provided by other public agencies) (after payment of operating expenses, debt service, any deferred developer fee, and partnership fees to be described in the Agreement) with the remaining 50% to be disbursed to the Developer. Remaining principal and accrued interest due upon the 55th anniversary of the issuance of Certificate of Occupancy and/orfinal building permits or earlier upon sale, refinancing or default. On that date, the City agrees to review the performance of the property and consider in good faith any reasonable request by Developer to modify the terms or extend the term of the City Promissory Notes. Additionally, the City will receive a pro rate share of 50% of the net proceeds received from any sale or refinancing of the Project, after payment of outstanding debt and payment in full of any deferred developer fee and establishment of any reserves and transaction costs. • Cost savings from the Project, if any, will be applied first to pay down the City Loan. Ground Lease: The Project will be located at 416 Vance Street (APN 398-041-22) and 826 N. Lacy Street (APN 398-041-22) ("Property"). The Housing Authority currently owns the Property. Accordingly, the Housing Authority Board authorized the lease of the Property to the Developer for the Project. After Developer secures all of its remaining financing for the W:I:Itlhil Page 13 development of the Project, staff will return to the Housing Authority for consideration of a 99-year Ground Lease Agreement. General Provisions: The Agency's obligation to provide the Agency Assistance to the Project is subject to each of the following conditions: • Developer must provide proof that it has secured all of its remaining financing for the development of the Project before staff will return to the City Council / Housing Authority for consideration of the Loan Agreement and Ground Lease Agreement. • All provided funding and project requirements shall conform to the City's adopted Affordable Housing Funds Policies and Procedures, unless alternative requirements are expressly provided in the executed Loan Agreement and/or Ground Lease Agreement, or any other documents related to the development of the Project. • Approval of all required entitlements and discretionary actions, to allow the construction of a 2-unit affordable housing project to be located at 416 Vance Street (APN 398-041-22) and 826 N. Lacy Street (APN 398-041-22), Santa Ana, CA 92701. • The City's obligation to provide the Loan is and shall remain subject to all covenants, conditions, and restrictions set forth in the Loan Agreement, and in particular City's analysis of the available funding sources and development and operating costs of the Project and the overall economic feasibility of the Project. • Review and approval of the documents evidencing the City Loan by the City Council, as applicable. • Review and approval of the documents evidencing the Ground Lease by the Housing Authority as applicable. • Compliance with California Health and Safety Code and applicable regulations set forth in Section 34176. Developer, at its sole cost and expense, will be responsible for securing any and all permits and discretionary approvals that may be required for the Project by the City, Housing Authority, or any other federal, state, or local governmental entity having or claiming jurisdiction over the Property or Project. Notably, this pre -commitment letter shall not obligate the City or any department thereof to approve any application or request for or take any other action in connection with any planning approval, permit or other action necessary for the construction, rehabilitation, installation or operation of the Project. This pre -commitment letter for the Project will expire on March 5, 2021. 80A-7 Page 14 If you have any questions or require any additional Information regarding this award letter, please contact Judson Brown, Housing Division Manager, by telephone at (714) 667- 2241 or by e-mail at ibrown Santa-ana.org. Sincerely, Steven A. Mendoza Steven A. Mendoza Acting City Manager Executive Director City of Santa Ana Housing Authority of the City of Santa Ana Attest: Cl/a Norma Mitre Acting Clerk of Council City of Santa Ana Norma Mitre Recording Secretary Housing Authority of the City of Santa Ana iWa:11:111PA CONDITIONAL GRANT AGREEMENT by and between the CITY OF SANTA ANA and HABITAT FOR HUMANITY OF ORANGE COUNTY, a nonprofit organization 416 Vance Street (APN 398-041-22) and 826 N. Lacy Street (APN 398-041-22) Dated: November 17, 2020 .IM iWa:11:111PA CONDITIONAL GRANT AGREEMENT INCLUSIONARY HOUSING PROGRAM THIS CONDITIONAL GRANT AGREEMENT ("Agreement") dated, for identification purposes only, as of November 17, 2020, is made and entered into by and between the City of Santa Ana, a charter city and municipal corporation ("City"), and Habitat for Humanity of Orange County, a nonprofit organization ("Developer") with reference to the following: RECITALS: A. The City's Housing Opportunity Ordinance ("Ordinance") was originally adopted by the City Council on November 28, 2011 (Ordinance No. NS-2825), and is codified in Article XVIILI of the Santa Ana Municipal Code ("SAMC"). The Ordinance was amended by the City Council on September 1, 2015 (Ordinance No. NS-2881), on October 6, 2015 (Ordinance No. NS-2885), and on September 1, 2020 (Ordinance No. NS- 2994). The Ordinance established standards and procedures to encourage the development of housing that is affordable to a range of households with varying income levels. Pursuant to SAMC section 41-1904(c), developers may pay an in -lieu fee in certain instances to satisfy the inclusionary requirements. These funds are deposited into the Inclusionary Housing Fund, as defined by SAMC section 41-1901, and are to be used to increase and improve the supply of affordable housing per SAMC section 41-1909. B. The Developer, Habitat for Humanity of Orange County, a nonprofit organization ("Habitat for Humanity") requested financial assistance in connection with the proposed development of two (2) single-family detached homes restricted for sale to moderate income families earning no more than 120% of the Orange County Area Median Income ("Project") to be located at 416 Vance Street (APN 398-041-22) and 826 N. Lacy Street (APN 398-041-220) (collectively, the "Property"). The two (2) units will be affordable to family households earning no more than 120% of the Area Median Income ("AMI"). C. On March 5, 2019, the City of Santa Ana authorized the City Manager and the Clerk of the Council to execute a pre -loan commitment letter with Habitat for Humanity of Orange County for $231,494 in Inclusionary Housing Funds for the development of the Project located at 416 Vance Street (APN 398-041-22) and 826 N. Lacy Street (APN 398-041-22), subject to non -substantive changes approved by the City Manager and City Attorney. D. On November 17, 2020, the Santa Ana City Council agreed to change the terms of the pre -loan commitment from a loan to a conditional grant. E. The amount of the Conditional hiclusionary Grant was determined based upon the City's review of the Developer's request for the receipt of the Inclusionary Grant and the development proforma and projected cash flows for the Project submitted by the Developer to the City ("Proforma"). The City Project Manager has authority to approve 2 FORAM MINIMUM revised development proformas and projected cash flows for the Project; provided, however, that the Inclusionary Grant is not materially increased or extended. F. In furtherance of the Inclusionary Housing Program, Developer has applied to the City for a grant with which to develop and construct the Project. G. The City, on certain terms and conditions, desires to make such Conditional Inclusionary Grant to Developer in order to make possible the development and construction of the Project, thereby expanding the supply of decent, safe, sanitary and affordable housing within the City. H. This Agreement is entered into for the purpose of providing for development and construction of affordable residential ownership units in the City of Santa Ana pursuant to the hiclusionary Housing Fund regulations and guidelines. The parties to this Agreement are separately entering into a ninety-nine (99) year Ground Leases for each of the two Property parcels that will establish and require recordation of affordability and maintenance restrictions on the Property and allow the Developer to maintain those restrictions. NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, City and Developer agree as follows: 1. DEFINITIONS AND INTERPRETATION 1.1 Defined Terms. All capitalized terms used herein, including, without limitation, in the Recitals above and in all other Project Documents, unless otherwise expressly defined, are defined where first used in this Agreement and/or as set forth in this Article 1. "Best Management Practices" shall mean the City's Best Management Practices as described in the attached Exhibit D. "Building Permit" means the building permit(s) issued by City and required for the construction. "Business Day" means any Monday, Tuesday, Wednesday, Thursday or Friday on which Santa Ana City Hall is open to the public to conduct City affairs. "Calendar Year" means each consecutive twelve (12) month period from January 1 to December 31. "Certificate of Completion" has the meaning set forth in Article 14. "City" means the City of Santa Ana, California, a charter city and municipal corporation. 3 80A-11 MINIMUM "City Project Manager" shall mean the City's Housing Manager and/or his/her designee. "County" means the County of Orange, California. "Developer" means Habitat for Humanity of Orange County, a nonprofit organization. "Governmental Authority" means any governmental or quasi - governmental agency, board, bureau, commission, department, court, administrative tribunal or other instrumentality or authority, and any public utility. "Hazardous Materials" means flammable materials, explosives, radioactive materials, hazardous wastes, toxic substances and similar substances and materials, including all substances and materials defined as hazardous or toxic wastes, substances or materials under any applicable law, including without limitation the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et sec., and the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. § § 9601, et seq., as amended. Hazardous Material shall not include (i) construction products, household cleaners and office materials of the type and quantity ordinarily used in the normal construction, operation, ownership, occupancy and maintenance of properties similar to the Project or (ii) small amounts of household mold to the extent promptly remediated upon discovery. "Housing Authority" means the Housing Authority of the City of Santa Ana (CA093), a public body, corporate and politic. "HUD" means the United States (U.S.) Department of Housing and Urban Development, and any successors or assigns thereof. "Improvements" means all improvements and fixtures now and hereafter comprising any portion of the Property, including, without limitation, landscaping, trees and plant materials; and offsite improvements, as required through the City of Santa Ana Planning and Building Agency entitlement process. "Inclusionary Grant" or "Inclusionary City Grant" means a grant in the original principal amount of up to two hundred, thirty-one thousand, four hundred and ninety-four dollars ($231,494) to be made to Developer by the City to be funded exclusively from the Inclusionary Housing Fund. "Indemnitees" has the meaning set forth in Section 11.5. "Laws" means all statutes, laws, ordinances, regulations, orders, writs, judgments, injunctions, decrees or awards of the United States or any state, county, municipality or other Governmental Authority. 1d 80A-12 iWa:11:111PA "Lien" means any lien, mortgage, pledge, security interest, charge or encumbrance of any kind, including any conditional sale or other title retention agreement, any lease in the nature thereof, and any agreement to give any lien or security interest. "Project" means the construction of the Improvements generally described in the attached Exhibit A upon the Property by Developer pursuant to this Agreement. "Project Budget" means the line -item budget for the Project attached hereto as Exhibit C, as modified from time to time in accordance with this Agreement. "Property" means the property that is located at 416 Vance Street (APN 398-041-22) and 826 N. Lacy Street (APN 398-041-22), Santa Ana, CA 92701 in the City of Santa Ana. "Scope of Work/Schedule of Performance" means the detailed statement of the work to be performed by Developer on and to the Property for the Project pursuant to this Agreement, along with the Schedule of Performance setting forth timeframes for certain tasks, which document is attached hereto as Exhibit B. "Senior Lender" means a commercial or institutional financial institution providing the Senior Loan or any other holder of the Senior Loan Note. "Senior Loan" means a loan from the Senior Lender concurrent to the Inclusionary Grant for payment of a portion of the construction costs, and shall include any subsequent loan that permanently refinances the initial Senior Loan. "Senior Loan Deed of Trust" means the first deed(s) of trust securing the Senior Loan by encumbering the Property. "Senior Loan Documents" means, collectively, the loan agreement governing the Senior Loan, the Senior Loan Note, the Senior Loan Deed of Trust, and any other agreement, document or instrument that the Senior Lender requires in connection with the Senior Loan. 1.2 Sineular and Plural Terms. Any defined term used in the plural in this Agreement shall refer to all members of the relevant class and any defined term used in the singular shall refer to any number of the members of the relevant class. 1.3 References and Other Terms. Any reference to this Agreement shall include such document both as originally executed and as it may from time to time be modified. References herein to Articles, Sections and Exhibits shall be construed as references to this Agreement unless a different document is named. References to subparagraphs shall be construed as references to the same Section in which the reference appears. The term "document" is used in its broadest sense and encompasses agreements, certificates, opinions, consents, instruments and other written material of every kind. The terms "including" and "include" mean "including (include) without limitation." MINIMUM 1.4 Exhibits Incorporated. All attachments and exhibits to this Agreement, as now existing and as the same may from time to time be modified, are incorporated herein by this reference. 2. SCOPE OF WORK/PROJECT BUDGET The Project is generally described in the attached Exhibit A. The "Scope of Work" and "Schedule of Performance" for the Project is attached hereto as Exhibit B. Any material change to the Scope of Work/Schedule of Performance requested by the Developer shall be subject to the prior written approval of the City Project Manager. The Scope of Work/Schedule sets forth the construction work that shall be performed on the Property for the Project and timeframes for approvals of such work. A line -item budget for the Project, including a summary of statement of sources and uses of funds, is incorporated into Exhibit C ("Project Budget"). 3. CONDITIONAL INCLUSIONARY GRANT: Provided Developer constructs the Project according to the Scope of Work and Schedule of Performance, the Developer will be subject to no repayment obligation. Upon the City's issuance of a Certificate of Completion, this Agreement shall automatically terminate. In the event the Proj ect is not constructed in compliance with the Scope of Work and Schedule of Performance within two (2) years from the date of the first disbursement of the Grant funds, the City may terminate this Agreement and may seek repayment of Inclusionary Grant monies not expended on development and construction of the Project pursuant to the default remedy provisions of this Agreement set forth in Section 6.1. 3.1. Inclusionary Funds: (a) Amount and Purpose. Subject to the terms and conditions of this Agreement, City agrees to make a grant to Developer from the Inclusionary Housing Fund in the principal amount of up to two hundred, thirty-one thousand, four hundred and ninety- four dollars ($231,494) for the development and construction of the Project. 4. CONDITIONS TO DISBURSEMENT OF GRANT PROCEEDS 4.1 Conditions Precedent. City's obligation to disburse the grant is subject to the satisfaction of the following conditions precedent: (a) City Council. Review, approval and execution of this Agreement, the Affordability and Maintenance Restrictions, and of the Ground Leases for the two Property parcels by the City Council of the City of Santa Ana. (b) Code Compliance. Compliance with California Health and Safety Code and applicable regulations set forth in Section 34176. 11 iWa:11:111VA (c) Environmental Review. Compliance with and completion of environmental review of the Project pursuant to the California Environmental Quality Act ("CEQA") and approval thereof. (d) Recordation of Affordability Restrictions. The funding of two hundred, thirty-one thousand, four hundred and ninety-four dollars ($231,494) is from the Inclusionary Housing Fund. The two (2) "Housing Units" at the Project shall and will be restricted to an affordable home purchase price based on the California Health and Safety Code Section 50052.5 calculation methodology and the median incomes distributed by HUD. The Property shall remain affordable for a period of not less than ninety-nine (99) years recorded against the Project in the Official Records, County of Orange, California, as required by the Ground Leases. (e) Insurance. City shall have received evidence satisfactory to the City Attorney that all of the policies of insurance required by Section 19 of this Agreement are in full force and effect. (f) Representations and Warranties. The representations and warranties of Developer contained in this Agreement shall be correct in all material respects as of the date of disbursement as though made on and as of that date, and if requested by the City Project Manager, City shall have received a certificate to that effect signed by Developer's Representative. (g) No Default. No Event of Default by Developer shall have occurred, and no event shall have occurred which, with the giving of notice or the passage of time or both, would constitute an Event of Default by Developer under this Agreement, and if requested by the City Project Manager, City shall have received a certificate to that effect signed by Developer's Representative. (h) The City's obligation to provide the Conditional Inclusionary Grant is and shall remain subject to all covenants, conditions, and restrictions set forth in this Agreement, and in particular City's analysis of the available funding sources and development and operating costs of the Project and the overall economic feasibility of the Project. 4.2 Disbursement Procedures for Grant. The Conditional hnclusionary Grant proceeds shall be disbursed to Developer to finance the development and construction of the Project (as evidenced in the Project Budget, attached as Exhibit C). The hnclusionary Grant proceeds shall not be used for any purpose other than for development and construction related costs, including Developer fee and soft costs related to the development of the Project (costs all subject to City's prior review). 4.3 First Disbursement. City's obligation to make the first disbursement of the Grant, which first disbursement shall be ninety percent (90%) of the Grant funds, is subject to satisfaction of the following conditions precedent: 7 iWa:11:111VA (a) All grading permits shall have been issued or the City shall have issued a letter stating that Building Permits are ready to issue, subject only to payment of fees and the completion of grading of the Project site. (b) Developer shall have secured all necessary financing and funding for the construction and operation of the Project. Such financing and funding shall be sufficient to pay all Project development costs, as set forth in the final budget consistent with the approved Proforma (or as otherwise approved by the City). (c) Developer shall have provided evidence to the City that the Developer has obtained insurance policies and certificates or endorsements acceptable to the City, as described in this Agreement. (d) Developer shall have provided construction security in favor of the City, which may include a completion guarantee from Developer and/or a letter of credit and/or performance and payment bonds from the general contractor for the Project (or some combination of these), in an amount sufficient to ensure the Project will be completed and placed in service within the time set forth in the Project schedule approved by the City. 4.4 Termination for Failure of Condition. If (a) any of the conditions precedent set forth herein are not timely satisfied within two (2) years of the date of this Agreement (subject to applicable notice and cure rights), and (b) City is not in default under this Agreement, City may terminate this Agreement without any further liability on its part by giving written notice of termination to Developer. Upon the giving of such notice, the City shall not be obligated to pay to Developer any grant or other amounts owing under the Agreement, and Developer shall be required to return to the City any funds not expended on the Project as of the date of the notice of termination. 4.5 Any Disbursement. City's obligation to make any disbursement of the Grant, including the first and final disbursements, is subject to the satisfaction of the following conditions precedent: (a) Satisfactory Progress. The City Project Manager shall be satisfied that, based on his/her own inspections or other reliable information, the construction is progressing satisfactorily in conformance with all applicable laws and other requirements. (b) Condition of Title. The City Project Manager reasonably believes that no event has occurred that would give rise to a colorable claim against the Property (e.g., a mechanic's lien) superior to the claim of City against the Property with respect to the subject disbursement, or if such claim is made, then City Project Manager shall receive satisfactory evidence that such claim has been bonded over until its resolution;. (c) Representations and Warranties. The representations and warranties of Developer contained in this Agreement shall be correct in all material respects as of the date of the disbursement as though made on and as of that date. iWa:11:111VA (d) No Default. No Event of Default by Developer shall remain uncured (unless, to the extent permitted under this Agreement, Developer is diligently taking action to cure such default) and no event shall have occurred which, with the giving of notice or the passage of time or both, would constitute an Event of Default by Developer. 4.6 Final Disbursement. City's obligation to disburse that portion of the Grant funds retained pursuant to Section 6.12 (the final ten percent (10%) of the Grant fiends) is subject to the satisfaction of the following additional conditions precedent: (a) Construction complete. The construction of the Project shall be complete. (b) Certificate of Occupancy Issued. Any portion of the construction work requiring inspection or certification by any Governmental Authority shall have been inspected and certified as complete. Developer shall request that the City of Santa Ana Planning and Building Agency issue a Certificate of Occupancy, or similar document as applicable, a copy of which shall be delivered to the City Project Manager, in order for final disbursement to occur. (c) Lien Free. At least one of the following shall have occurred: (i) Thirty-five (35) days shall have passed since the recording of a valid notice of completion for the construction, and no mechanic's or materialman's lien shall be outstanding; or (ii) Ninety-five (95) days shall have passed since actual completion of the construction, and no mechanic's or materialman's lien shall be outstanding, or Developer shall have bonded over any such lien to City's reasonable satisfaction. 4.7 Waiver of Conditions. The conditions set forth pertaining to City's obligation to make disbursements of the Grant proceeds are for City's benefit only and the City Project Manager may waive all or any part of such rights by written notice to Developer. 4.8 Manner of Disbursement. City may make any disbursement by check or wire transfer payable to Developer. 4.9 Waiver of Disbursement Conditions. Unless City otherwise agrees in writing, the making by City of any disbursement with knowledge that any condition to such disbursement is not fulfilled shall constitute a waiver of such condition only with respect to the particular disbursement made, and such condition shall be conditioned to all further disbursements until fulfilled. 4.10 Other Terms and Conditions of Grant. 9 80A-17 iWa:11:111PA (a) Any disbursed Grant amounts not already expended for development and construction shall become immediately due and payable by Developer back to City, in the event of any of the following: (1) Failure to complete the Project within two (2) years of the date of the first disbursement, unless extended due to Force Majeure delays; (2) Violation of any of the use covenants and restrictions contained in this Agreement after the expiration of any applicable notice and cure periods; or, (3) An Event of Default by Developer, which is not timely cured after expiration of any applicable notice and cure periods pursuant to the terms of this Agreement. 4.11 Costs and Fees. Developer shall pay all recording fees and charges on any document recorded pursuant to this Agreement. 5. USE AND MAINTENANCE OF THE PROPERTY 5.1 Reserved. 5.2 Reserved. 5.3 Maintenance of the Property. During construction of the homes, solely at Developer's expense, Developer agrees to maintain the Property in a clean and orderly condition and in good condition and repair and keep the Property free from any accumulation of debris and waste materials. If at any time Developer fails to maintain, or cause to be maintained, the Property as required by this section, and said condition is not corrected after the expiration of a reasonable period of time not to exceed thirty (30) days from the date of written notice from the City, unless such condition cannot reasonably be cured within thirty (30) days, in which case Developer shall have such additional time as reasonably necessary to complete such cure, the City may perform the necessary maintenance and Developer shall pay all reasonable costs incurred for such maintenance. Following the Certificate of Completion for construction of the homes, the Property maintenance shall be governed by the provisions of the Ground Leases and Affordability and Maintenance Restrictions. 5.4 Obligation to Refrain from Discrimination. Developer covenants and agrees for itself, its successors, its assigns and every successor in interest to the Property or any part thereof, that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, disability, religion, sex, marital status, ancestry or national origin in the development and construction of the Property nor shall Developer itself or any person claiming under or through him establish or permit any such practice or practices of discrimination or segregation with reference to the development and construction of the Property. The foregoing covenants shall run with the land and shall remain in effect until termination of the Agreement. Following the Certificate of Completion for construction of the homes, the Developer's obligation to refrain from discrimination shall be governed by the provisions of the Ground Leases and Affordability and Maintenance Restrictions. 10 iWa:11:111VA 5.4.1 In Employment. In construction on the Property, Developer shall not discriminate against any employee or applicant because of race, color, creed, religion, sex, marital status, disability, national origin, or ancestry. Developer shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, disability, creed, religion, sex, marital status, disability, national origin, or ancestry. 5.4.2 In all Contracts. Developer shall cause the foregoing covenants to be inserted in all contracts for any work covered by this Agreement so that such provisions will be binding upon each contractor for the benefit of City, provided that the foregoing covenant shall not apply to contracts or subcontracts for standard commercial supplies or raw materials. 6. DEFAULTS AND REMEDIES 6.1 Event of Default. Failure or delay by either party to perform any material term or provision of this Agreement within the time periods provided herein for such performance constitutes a default under the Agreement. If any party defaults in performance of its material obligations, covenants or agreements hereunder, the defaulting party shall be entitled to cure the default in accordance with this section. The injured party shall give written notice of default to the parry in default, specifying the default complained of by the injured party. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default. The defaulting parry must, within thirty (30) days following service of said written notice, commence to cure, correct or remedy such failure or delay and shall complete such cure, correction, or remedy with reasonable diligence. Upon a default by Developer which is not cured within thirty (30) days following service of said notice, unless such default cannot reasonably be cured within thirty (30) days, in which case Developer shall have such additional time as reasonably necessary to complete such cure but no more than ninety (90) days, the City shall have the right to terminate this Agreement by delivery of written notice of termination to Developer, at which time Developer would be required to repay any portion of the Grant proceeds disbursed to Developer not already expended for development and construction of the Project pursuant to the Project Budget and the City may enforce the Developer's construction security to complete those portions of the Project not already completed. 6.2 City Remedies for Default. Upon termination of this Agreement for Developer default, should the Developer not provide repayment of available unexpended Grant proceeds or should Developer prevent City resort to the construction security, the City, as its sole remedy, shall be entitled to foreclose on the construction security and to cause completion of the Project, and all Developer obligations under this Agreement shall cease. 6.3 Limitation of Developer Remedies. In the event that the City is liable for damages to Developer, such liability shall not exceed costs incurred by the Developer in the performance of this Agreement and shall not extend to compensation for loss of future income, profits or assets. 11 FOOTIMPO . iWa:11:111PA 6.4 Liability. Developer shall have liability under this Agreement for any judgment, decree or order for the payment of money obtained in any action to enforce the obligation of Developer to repay grant. 7. GENERAL PROVISIONS AND WARRANTIES As a material inducement to City to enter into this Agreement, Developer represents and warrants as follows, which representations and warranties are made solely by Developer and not by or on behalf of any partner of Developer: 7.1 Formation, Qualification and Compliance. Habitat for Humanity is a nonprofit organization. Developer is in compliance with all laws applicable to its business and has obtained all approvals, licenses, exemptions and other authorizations from, and has accomplished all filings, registrations and qualifications with, any Governmental Authority that are necessary for the transaction of its business. 7.2 Execution and Performance ofInclusionary Grant Documents. 7.2.1 Developer has all requisite authority to execute and perform its obligations under this Agreement. 7.2.2 The execution and delivery by Developer of, and the performance by Developer of its obligations under, this Agreement that has been authorized by all necessary action and does not and will not: (a) require any consent or approval not heretofore obtained of any person having any interest in Developer; (b) violate any provision of, or require any consent or approval not heretofore obtained under, any articles of incorporation, by-laws or other governing document applicable to Developer; (c) result in or require the creation of any lien, claim, charge or other right of others of any kind (other than under this Agreement and under the contemplated the Senior Loan Documents) on or with respect to any property now or hereafter owned or leased by Developer; (d) to the best of its knowledge, violate any provision of any law presently in effect; or (e) constitute a breach or default under, or permit the acceleration of obligations owed under, any contract, loan agreement, lease or other agreement or document to which Developer is a party or by which Developer or any of its property is bound. 7.2.3 Developer is not in default, in any respect that is materially adverse to the interests of City under this Agreement or that would have any material 12 FOODMIKII iWa:11:111VA adverse effect on the financial condition of Developer or the conduct of its business, under any law, contract, lease or other agreement or document described in sub -paragraph (d) or (e) of the previous subsection. 7.2.4 Except for the development and construction permitting contemplated to be subsequently obtained under this Agreement, no approval, license, exemption or other authorization from, or filing, registration or qualification with, any Governmental Authority is required which has not been previously obtained in connection with the execution by Developer of, and the performance by Developer of its obligations under, this Agreement. 7.3 Financial and Other Information. To the best of Developer's knowledge, all financial information famished to City by the Developer or any affiliate thereof with respect to Developer in connection with the Grant (a) is complete and correct in all material respects as of the date of preparation thereof, (b) accurately presents the financial condition of Developer, and (c) has been prepared in accordance with generally accepted accounting principles consistently applied or in accordance with such other principles or methods as are reasonably acceptable to City. To the best of Developer's knowledge, all other documents and information furnished to City by the Developer or any affiliate thereof with respect to Developer, in connection with the Grant, are correct and complete insofar as completeness is necessary to give the City accurate knowledge of the subject matter. To the best of Developer's knowledge Developer has no material liability or contingent liability not disclosed to City in writing and there is no material lien, claim, charge or other right of others of any kinds (including liens or retained security titles of conditional vendors) on any property of Developer not disclosed in such financial statements or otherwise disclosed to City in writing. 7.4 No Material Adverse Change. There has been no material adverse change in the condition, financial or otherwise, of Developer since the dates of the latest financial statements furnished to City, except for Senior Loan Documents that have been disclosed to the City. Since those dates, Developer has not entered into any material transaction not disclosed in such financial statements or otherwise disclosed to City in writing. 7.5 Tax Liability. Developer has filed all required federal, state and local tax returns and has paid all taxes (including interest and penalties, but subject to lawful extensions disclosed to City in writing) other than taxes being promptly and actively contested in good faith and by appropriate proceedings. Developer is maintaining adequate reserves for tax liabilities (including contested liabilities) in accordance with generally accepted accounting principles or in accordance with such other principles or methods as are reasonably acceptable to City. 7.6 Governmental Requirements. Except for the development and construction permitting contemplated to be subsequently obtained under this Agreement, to best of its knowledge, Developer is in compliance with all laws relating to the Property and all Governmental Authority approvals, including zoning, land use, planning requirements, and requirements arising from or relating to the adoption or amendment of any applicable general plan, subdivision and parcel map requirement; environmental 13 80A-21 iWa:11:111VA requirements, including the requirements of the California Environmental Quality Act and the National Environmental Policy Act, and the preparation and approval of all required environmental impact statements and reports; use, occupancy and building permit requirements; and public utilities requirements. 7.7 Rights of Others. Developer is in compliance with all covenants, conditions, restrictions, easements, rights of way and other rights of third parties relating to the Property as may be shown on title for the Property 7.8 Litigation. There are no material actions or proceedings pending or, to the best of the Developer's knowledge, threatened against or affecting Developer or any property of Developer before any Governmental Authority, except as disclosed to City in writing prior to the execution of this Agreement. 7.9 Bankruptcy. To the best of Developer's knowledge, no attachments, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings are pending or threatened against Developer, nor are any of such proceedings contemplated by Developer. 7.10 Information Accurate. To the best of Developer's knowledge, all information, regardless of its form, conveyed by Developer to City, by whatever means, is accurate, and correct in all material respects and is sufficiently complete to give City true and accurate knowledge of its subject matter, and does not contain any material misrepresentation or omission. 7.11 Conflicts of Interest. No member, official or employee of the City shall have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official or employee participate in any decision relating to this Agreement which affects his/her personal interests or the interests of any corporation, partnership or association in which he/she has a direct or indirect financial interest. The Developer warrants that it neither has paid nor given, nor will pay or give, any third party any money or other consideration for obtaining this Agreement. 7.12 Nonliability of City Officials and Employees. No member, official or employee of the City shall be personally liable to the Developer in the event of any default or breach by the City or for any amount which may become due to Developer or on any obligations under the terms of this Agreement. 7.13 No Assignment. Developer expressly acknowledges and agrees that the City has only agreed to assist the Developer as a means by which to induce the construction/development of the Project. Accordingly, Developer further expressly acknowledges and agrees that this Agreement is a personal right of Developer that is neither negotiable, transferable, nor assignable except as set forth herein. Developer may assign some or all of its rights under the Agreement only with the prior written consent of the City Project Manager, except that no prior consent is necessary for an assignment by a limited partner of Developer to an affiliate, for the inclusion of tax credit investors in the Agreement. 14 80A-22 iWa:11:111VA 7.14 Applicable Law. This Agreement shall be interpreted, governed and enforced under federal and California state law with venue in Orange County, California. 7.15 Third Parties. This Agreement is made for the sole benefit of Developer and the City and their successors and assigns, and no other person or persons shall have any rights or remedies under or by reason of this Agreement or any right to the exercise of any right or power of the City hereunder or arising from any default by Developer, nor shall the City owe any duty whatsoever to any claimant for labor performed or materials frnished in connection with the construction of the Property. 8. CONDITIONS FOR CONSTRUCTION 8.1 Permits and Approvals. Developer shall diligently obtain all permits, including all Building Permits, licenses, approvals, exemptions and other authorizations of Governmental Agencies required in connection with the construction and conversion of the Property. Developer shall follow Best Management Practices, as applicable, during construction. 8.2 Commencement and Completion of Construction. The construction of the Project shall be considered complete for purposes of this Agreement only when (a) all work described has been completed and fully paid for, and (b) all work requiring inspection or certification by Governmental Authority has been completed and all requisite certificates, approvals and other necessary authorizations (including required final certificates of occupancy) have been obtained. 8.3 Entry and Inspection. At all times prior to completion of the construction, upon reasonable prior written notice and subject to reasonable job site safety rules, City and its agents shall have (a) the right of free access to the Property and all sites away from the Property where materials for the construction are stored, (b) the right to inspect all labor performed and materials furnished for the construction, and (c) the right to inspect and copy all documents pertaining to the construction. 8.4 Construction Information. From time to time, as needed, during the course of the construction, within ten (10) Business Days following City's written demand therefore, Developer shall furnish requested reports of Project Costs, progress schedules and contractors' costs breakdowns for the construction, itemized as to trade description and item, showing the name of the contractor(s) and/or subcontractor(s), and including such indirect costs as real estate taxes, legal and accounting fees, insurance, architects' and engineers' fees, loan fees, interest during construction and contractors' overhead. 8.5 Protection Against Liens: Developer shall diligently file a valid Notice of Completion upon completion of the construction, diligently file a notice of cessation in the event of a cessation of labor on the construction for a period of thirty (30) days or more, and take all actions reasonably required to prevent the assertion of claims of lien against the Property. In the event that any claim of lien is asserted against the property or any stop notice or claim is asserted against the City by any person furnishing labor or materials to the Property, Developer shall immediately give written notice of the same to City and shall, 15 iWa:11:111PA promptly and in any event within ten (10) Business Days after written demand therefor, (a) pay and discharge the same, (b) effect the release thereof by delivering to City a surety bond complying with the requirement of applicable laws for such release, or (c) take such other action as City may require to release City from any obligation or liability with respect to such stop notice or claim. 8.6 Prevailine Waees. 8.6.1 DEVELOPER SHALL ASSUME ANY AND ALL RESPONSIBILITY AND BE SOLELY RESPONSIBLE FOR DETERMINING WHETHER OR NOT LABORERS EMPLOYED RELATIVE TO THE CONSTRUCTION OR INSTALLATION OF THE PROJECT MUST BE PAID THE PREVAILING PER DIEM WAGE RATE FOR THEIR LABOR CLASSIFICATION, AS DETERMINED BY THE STATE, PURSUANT TO LABOR CODE SECTIONS 1720, ET SEQ. 8.6.2 DEVELOPER, ON BEHALF OF ITSELF, ITS SUCCESSORS, AND ASSIGNS, WAIVES AND RELEASES THE CITY FROM ANY RIGHT OF ACTION THAT MAY BE AVAILABLE TO ANY OF THEM PURSUANT TO LABOR CODE SECTION 1781. DEVELOPER ACKNOWLEDGES THE PROTECTIONS OF CIVIL CODE SECTION 1542 RELATIVE TO THE WAIVER AND RELEASE CONTAINED IN THIS SECTION 8.6, WHICH READS AS FOLLOWS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. 8.6.3 BY INITIALING BELOW, DEVELOPER KNOWINGLY AND VOLUNTARILY WAIVES THE PROVISIONS OF SECTION 1542 SOLELY IN CONNECTION WITH THE WAIVERS AND RELEASES OF THIS SECTION 8.6: 8.6.4 ADDITIONALLY, DEVELOPER SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY AGAINST ANY CLAIMS PURSUANT TO LABOR CODE SECTION 1781 ARISING FROM THIS AGREEMENT OR THE CONSTRUCTION OR INSTALLATION OF ALL OR ANY PORTION OF THE PROJECT. 8.7 Developer's Assurance of Construction Completion. Prior to commencement of construction of the Project Improvements, Developer shall furnish to City evidence that assures Developer that sufficient monies will be available to complete the proposed construction. The amount of money available shall be at least the total estimated construction cost. Such evidence may take one of the following forms: 8.7.1. Performance bond and labor and materials bond in a principal sum equal to the total estimated construction cost supplied by Contractor or subcontractors, provided said bonds are issued jointly to Developer, City and any Senior Lenders as obligees. 8.7.2. Irrevocable letter of credit issued to City from a financial institution to be in effect until City acknowledges satisfactory Completion of Construction; 16 iWa:11:111PA 8.7.3. Cash deposited with the City (may be in the form of cashier's check or money order or may be electronically deposited); 8.7.4. A completion guaranty, in favor of City from an Affiliate of Developer, in a form reasonably acceptable to City, coupled with a repayment guaranty in favor of the Senior construction Lender for its loan; 8.7.5. Any combination of the above. All bonds and letters of credit must be issued by a company qualified to do business in the State of California and acceptable to City. All bonds and letters of credit shall be in a form acceptable to the City's Risk Manager in its reasonable discretion, and shall insure faithful and full observance and performance by Developer of all terms, conditions, covenants, and agreements relating to the construction of improvements within the Property. Developer shall provide or cause its Contractor to provide payment and/or performance bonds in connection with the construction of the Project Improvements, and shall name the City as an additional obligee on, with the right to enforce, any such bonds. 9. PROJECT COVENANTS 9.1 Local Sourcing Plan. Developer agrees to make a good faith effort to encourage subcontractors and suppliers to hire and procure locally. Prior to issuance of any Building Permit, Developer shall develop and submit to the City 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. 9.2 Lead -Based Paint. Developer shall comply with the requirements, as applicable of the Lead -Based Paint Poisoning Prevention Act. 9.3 Property Standards. Developer shall cause the Property to meet all applicable local, state and federal codes and ordinances, including zoning ordinances. Developer shall also cause the Property to meet the current edition of the Model Energy Code published by the Council of American Building Officials. 9.4 Alternative Transportation and Energy Source, Resource Conservation, and LEED Certification. 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 minimum construction standards. 17 iWa:11:111PA 9.5 Maintenance. At all times during the term of this Agreement, Developer shall cause the Property and the Project to be maintained in a decent, safe and sanitary manner, regardless of cause of the disrepair. 9.6 Management Plan. Prior to issuance of a Certificate of Occupancy, Developer shall submit for the reasonable approval of the City a "Management Plan" that sets forth in detail Developer's property management duties, a homeowner selection process, a security system and crime prevention program, the procedures for the sale of the units, the rules and regulations for the Property and manner of enforcement, an operating budget, the identity and emergency contact information of the professional property manager who will provide property management services for the Property, and other matters relevant to the management of the Property. 9.7 Crime Free Housing. Developer shall work with City staff to develop a crime free housing policy, procedure, and design plan. 9.8 Onsite Parking. Developer shall provide onsite parking for residents and visitors of the Project as required by the building code requirements. 9.9 Conflict of Interest. Developer shall comply with and be bound by the conflict of interest provisions set forth in all applicable state regulations pertaining to conflict of interest. 9.10 Right to Work and Minimum Wage Laws. 9.10.2. Pursuant to the United States of America Fair Labor Standard Act of 1938, as amended, and State of California Labor Code, Section 1178.5, Developer shall pay no less than the greater of the Federal or California Minimum Wage to all its employees that directly or indirectly service the Property, in any manner whatsoever. Developer shall require and verify that all its subcontractors or other persons servicing the Property on behalf of the Developer also pay their employees no less than the greater of the Federal or California Minimum Wage. 9.10.3. Developer shall comply and verify that its subcontractors comply with all other Federal and State of California laws for minimum wage, overtime pay, record keeping, and child labor standards pursuant to the servicing of the Property or terms and conditions of this Lease 10. ENVIRONMENTAL MATTERS 10.1 Representation and Warranty. Except as disclosed in writing to the City, Developer represents that it has no knowledge: (a) of the presence on, under or about the Property, now or in the past, of any Hazardous Materials, or of the transportation to or from the Property of any Hazardous Materials; (b) that asbestos or polychlorinated biphenyls (PCBs) are contained in or stored on the Property; or, (c) that there are any underground storage tanks located in, on or under the Property. 18 iWa:11:111PA 10.2 Compliance with Environmental Laws. Developer shall: (a) comply with all environmental laws and environmental permits applicable to the construction of the Property; (b) immediately pay or cause to be paid all costs and expenses incurred by reason of such compliance; (c) keep the Property free and clear of any environmental claims or liens imposed pursuant to any environmental law; and, (d) obtain and renew all environmental permits required for ownership or use of the Property. 10.3 Presence of Hazardous Materials. Developer shall not, and shall not permit anyone else to, generate, use, treat, store, handle, release, or dispose of Hazardous Materials on the Property, or transport or permit the transportation of Hazardous Materials to or from the Property, except for de minimis quantities used at the Property in compliance with all applicable environmental laws and required in connection with the construction of the homes and the routine operation and maintenance of the Property. 10.4 Notice of Environmental Matters. Developer shall immediately advise City in writing of any of the following: (a) any pending or threatened environmental claim against Developer or the Property; or (b) any condition or occurrence that: (i) results in noncompliance with any applicable environmental law; (ii) could reasonably be anticipated to cause the Property to be subject to any restrictions on the ownership, occupancy, use or transferability of the Property under any environmental Law; or, (iii) could reasonably be anticipated to form the basis of an environmental claim against the Property or Developer. 10.5 Environmental Indemnification by the Developer. Developer agrees to defend, indemnify and hold harmless the City and its respective officers, directors, employees and agents (collectively the "Indemnitees") from and against any and all obligations (including removal and remediation), losses, claims (including third party claims), suits, judgments, liabilities, penalties, damages (including consequential and punitive damages), costs and expenses (including consultants, and attorneys' fees) of whatever kind or nature whatsoever that may at any time be incurred by, imposed on, or asserted against the Indemnitees directly or indirectly based on, or arising or resulting from any Hazardous Materials on the Property, other than resulting from the gross negligence or willful misconduct of any hidemnitee. 11. OTHER AFFIRMATIVE COVENANTS The following provisions shall apply, except to the extent that City Project Manager otherwise consents in writing: 11.1 Existence. The sole member of Developer's managing general partner shall maintain its existence in good standing under the laws of the State of California. 11.2 Notice of Certain Matters. Developer shall give notice to City, within ten (10) days of Developer's learning thereof, of each of the following: (a) any filed litigation or claim affecting or relating to the Property and involving an amount in excess of $5,000; and any litigation or claim that 19 80A-27 iWa:11:111PA might subject Developer or any general partner to liability in excess of $5,000, whether covered by insurance or not; (b) any dispute between Developer and a Governmental Authority relating to the Property, the adverse determination of which might materially affect the Property; (c) any change in Developer's principal place of business; (d) any aspect of the Improvements that is not in substantial conformity with the plans or code; (e) any event which after the giving of all required notices and the expiration of all applicable cure periods, would constitute an Event of Default; (f) any material default by Developer or any other party under any Senior Loan document, or the receipt by Developer of any notice of default under any Senior Loan document; (g) the creation or imposition of any mechanics' or materialmans' lien or other lien against the Property which might materially affect the Property, which is not bonded over or released; and/or (h) any material adverse change in the financial condition of Developer. 11.3 Further Assurances. Developer shall execute and acknowledge (or cause to be executed and acknowledged) and deliver to City all documents, and take all actions, reasonably required by City from time to time to confirm the rights created or now or hereafter intended to be created under this Agreement. 12. OTHER COVENANTS The following provisions shall apply, except to the extent that the City Project Manager otherwise consents in writing: 12.1 Default on Senior Loan. Developer shall not default on any of the Senior Loan Documents, provided however, that Developer shall have such period as is provided in the Senior Loan Documents during which to effectuate a cure. 12.2 Sale or Lease of Property. Developer shall not sell, lease (other than to qualified homeowners meeting the requirements set forth in this Agreement), sublease or otherwise transfer all or any part of the Property or any interest therein without the prior written consent of the City Project Manager, which consent may be withheld in the City Project Manager's sole discretion. In connection with the foregoing consent requirements, 20 iWa:11:111VA Developer acknowledges that City relied upon Developer's particular expertise in entering into this Agreement and continues to rely on such expertise to ensure the satisfactory completion of the construction. 13. CERTIFICATE OF COMPLETION Upon satisfactory completion of the construction and upon the request of Developer, or at its own election, the City shall issue a Certificate of Completion. Such Certificate of Completion shall be, and shall so state, conclusive determination of satisfactory completion of the construction. If City declines to furnish a Certificate of Completion after written request from Developer, the City Project Manager shall, within thirty (30) days after receipt of the request, provide Developer with a written statement of the reasons therefore. The statement shall contain a description of the action Developer must take to obtain a Certificate of Completion. If the reason therefore is that the Developer has not completed a minor portion of the construction, City may, in its sole and absolute discretion, issue the Certificate of Completion upon the posting with City of a bond or other form of security acceptable to the City Project Manager in the amount of the fair value of the uncompleted work. A Certificate of Completion is not "notice of completion" referred to in Section 3093 of the California Civil Code. 14. INDEMNIFICATION 14.1 Nonliability of City. Developer acknowledges and agrees that: (a) The relationship between Developer and the City is and shall remain solely that of Developer and grantor. City neither undertakes nor assumes any responsibility to review, inspect, supervise, approve (other than for aesthetics) or inform Developer of any matter in connection with the construction, including matters relating to: (i) the performance of the construction work; (ii) architects, contractors, subcontractors and materialmen, or the workmanship of or materials used by any of them; or, (iii) the progress of the construction; and Developer shall rely entirely on its own judgment with respect to such matters and acknowledges that any review, inspection, supervision, approval or information supplied to Developer by City in connection with such matters is solely for the protection of City, and that neither Developer nor any third party is entitled to rely on it; (b) Notwithstanding any other provision of this Agreement: (i) the City is not a partner, joint venture, alter -ego, manager, controlling person or other business associate or participant of any kind of Developer, and City does not intend to ever assume any such status; (ii) City's activities in connection with the Grant shall not be "outside the scope of the activities of a lender of money" within the meaning of California Civil Code Section 3434, as modified or recodified from time to time, and City does not intend to ever assume any responsibility to any person for the quality or safety of the Property; and, (iii) City shall not be deemed responsible for or a participant in any acts, omissions or decisions of Developer; 21 iWa:11:111VA (c) City shall not be directly or indirectly liable or responsible for any loss or injury of any kind to any person or property resulting from any construction on, or occupancy or use of, the Property, whether arising from: (i) any defect in any building, grading, landscaping or other onsite or offsite improvement; (ii) any act or omission of Developer or any of Developer's agents, employees, independent contractors, licensees or invitees; or (iii) any accident on the Property or any fire or other casualty or hazard thereon; and, (d) By accepting or approving anything required to be performed or given to City under this Agreement, including any certificate, financial statement, survey, appraisal or insurance policy, City shall not be deemed to have warranted or represented the sufficiency or legal effect of the same, and no such acceptance or approval shall constitute a warranty or representation by City to anyone. 14.2 Indemnity. Developer shall defend (by counsel reasonably satisfactory to City), indemnify and save and hold harmless the Indemnitees from and against all claims, damages, demands, actions, losses, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees and court costs) arising from or relating to: (i) this Agreement; (ii) the making of the Grant(s); (iii) a claim, demand or cause of action that any person has or asserts against Developer; (iv) any act or omission of Developer, any contractor, subcontractor or material supplier, engineer, architect or other person with respect to the Property. Developer's obligations under this Section shall survive the issuance of the Certificate of Completion, and termination of this Agreement. 14.2.1 Notwithstanding the foregoing, neither Developer, nor any of its partners, shall be personally liable for any indemnification obligation hereunder that would result as the repayment of the Grant. 14.3 Reimbursement of City. With respect to the indemnification obligations under this Article 14, Developer shall reimburse City immediately upon written demand for all costs reasonably incurred by City (including the reasonable fees and expenses of attorneys, accountants, appraisers and other consultants, whether the same are independent contractors or employees of City) in connection with the enforcement of the Grant Documents and all related matters, including all claims, demands, causes of action, liabilities, losses, commissions and other costs against which City is indemnified under the Grant Documents. Such reimbursement obligations shall bear interest from the date occurring twenty (20) days after City gives written demand to Developer. Such reimbursement obligations shall survive the issuance of a Certificate of Completion and termination of this Agreement. 15. INSURANCE, CASUALTY AND CONDEMNATION 15.1 Policies Required. Developer shall maintain at Developer's sole expense, with insurers either: (i) admitted in California; or, (ii) are not admitted to California but have an A.M. Best Rating of "A" or above and reasonably approved by the City, the 22 Foorlyfficl iWa:11:111VA following policies of insurance in form and substance reasonably satisfactory to the City Attorney: (a) worker's compensation insurance and any other insurance required by law in connection with the construction; (b) fire and hazard "all risk" insurance covering 100% of the replacement cost of the Improvements in the event of fire, lightning, windstorm, vandalism, malicious mischief and all other risks normally covered by "all risk" coverage policies in the area where the Property is located (including loss by flood if the Property is in an area designated as subject to the danger of flood); (c) builder's risk -all risk insurance covering 100% of the replacement cost of all Improvements (including offsite materials) during the course of construction in the event of fire, lightning, windstorm, vandalism, earthquake, malicious mischief and all other risks normally covered by "all risk" coverage policies in the area where the Property is located (including loss by flood if the Property is in an area designated as subject to the danger of flood); (d) public liability insurance in amounts reasonably required by City from time to time, and in no event less than $1,000,000 for "single occurrence;" (e) property damage insurance in amounts reasonably required by the City from time to time, and in no event less than $1,000,000; and (f) any other insurance reasonably required by City that is available at commercially reasonable rates. All such insurance shall provide that it may not be canceled or materially modified without thirty (30) days prior written notice to City. The policies required under subparagraphs (b) and (c) shall include a "lender's loss payable endorsement" in form and substance satisfactory to City, showing the City as encumbrance. The City shall be named as an additional insured in the policies required under subparagraphs (d) and (e). Certificates of insurance for the above policies (and/or original policies, if required by City) shall be primary and delivered within ten (10) days after demand therefore, and prior to start of any construction work. All policies insuring against damage to the Improvements shall contain an agreed value clause sufficient to eliminate any risk of co-insurance. No less than thirty (30) days prior to the expiration of each policy, Developer shall deliver to City evidence of renewal or replacement of such policy reasonably satisfactory to the City Attorney. The City Attorney may modify the type and amounts of insurance required pursuant to this Section if the requirements of the City changes. 15.2 Claims and Proceedings. Developer shall give City immediate notice of any material casualty to any portion of the Property, whether or not covered by insurance, and of the initiation or threatened initiation of any proceeding for the condemnation or 23 80A-31 iWa:11:111VA other taking for public or quasi -public use of any portion of the Property (collectively, "Condemnation"), and shall provide City with copies of all documents which pertain to any such casualty or Condemnation. Developer shall take all action reasonably required by City in connection therewith to protect the interests of Developer and/or City, and City shall be entitled (without regard to the adequacy of its security) to participate in any action, claim, adjustment or proceeding and to be represented therein by counsel of its choice. Developer shall not settle, adjust, or compromise any claim, action, adjustment or proceeding without prior written approval, which approval shall not be unreasonably withheld or delayed. 15.3 Delivery of Proceeds to City. In the event that, notwithstanding the "lender's loss payable endorsement" requirement set forth above, the proceeds of any casualty insurance policy described herein are paid to Developer, Developer shall, subject to any superior rights of the Senior Lender, deliver such proceeds to the City immediately upon receipt. 15.4 Application of Casualty Insurance Proceeds. Subject to any superior rights of the Senior Lender, any proceeds collected (the "Proceeds") under any casualty insurance policy described in this Agreement shall be disbursed to Developer as provided below, but only upon fulfillment of each of the following conditions (the "Restoration Conditions") within ninety (90) days (unless extended by mutual agreement of Developer and City) following the occurrence of the receipt of the Proceeds: (a) Developer shall demonstrate to City's reasonable satisfaction that the Proceeds (together with amounts deposited by Developer pursuant to subparagraph (b)) will be adequate to repair the Improvements and to restore the fair market value of the Property, within a time period reasonably determined by City, to at least the value it had immediately prior to sustaining the damage. Such demonstration shall include delivery to City of: (i) plans and specifications reasonably satisfactory to City; and, (ii) a construction contract in form and content, and with a contractor, reasonably satisfactory to City; (b) To the extent that the Proceeds (together with all undisbursed Grant proceeds and any other financing proceeds available to the Developer) are insufficient to accomplish the restoration required above, Developer shall deliver to City funds (the "Shortfall Funds") in the amount of such shortfall, which funds shall be assigned to City as security for Developer's obligation hereunder and held and disbursed in the same manner as the Proceeds; (c) Developer shall execute such documents as City reasonably requires to evidence and secure Developer's obligation to use all amounts disbursed for the diligent restoration of the Property; and, (d) No Event of Default shall remain uncured. 15.5 Method of Disbursement and Undisbursed Funds. Any Proceeds and Shortfall Funds to be disbursed to Developer shall be held by the Senior Lender if a Senior Loan is outstanding, and disbursed in accordance with the Senior Loan Documents or, if no Senior Loan, then held by the City and disbursed in accordance with the City's then 24 80A-32 iWa:11:111VA customary disbursement procedures and related provisions. Any amounts remaining undisbursed following completion of such restoration shall be returned to Developer up to the amount of any Shortfall Funds deposited by Developer, and any other amounts remaining shall either be paid to Developer or applied by the Senior Lender, or the City in the absence of a Senior Loan, as the case may be against any obligations that are secured by a lien on the Property, as they elect in their sole and absolute discretion. 15.6 Failure to Satisfy Conditions. In the event that Developer fails to fulfill the Restoration Conditions within one hundred and eighty (180) days (unless extended pursuant to Section 15.4) following the date Proceeds are received, the Proceeds shall be applied by City against any obligations to City that are secured by a lien on the Property, and the selection of which such obligations to apply the Proceeds against shall be made by City in its sole and absolute discretion. 15.7 Restoration. Nothing in this Article 15 shall be construed to excuse Developer from repairing and restoring all damage to the Property in accordance with other Grant Document provisions. 15.8 Condemnation; Treatment of Compensation. Subject to any superior rights of Senior Lender, Developer hereby assigns to the City, as security for all obligations to City secured by a lien on the Property, all amounts payable to Developer in connection with any Condemnation, and any proceeds of any related settlement (collectively, "Compensation"). Subject to any superior rights of Senior Lender, Developer shall deliver such remaining Compensation to City immediately upon receipt. If the taking results in a loss of the Property to an extent that, in the reasonable opinion of City, renders or is likely to render the Property not economically viable or if, in City's reasonable judgment Developer's security is otherwise impaired, City may apply the Compensation received due to judgment or settlement in connection with any condemnation or other taking to repay the Grant. If so applied, any award in excess of the Grant repayment and other sums due to City shall be paid to Developer or Developer's assignee. City shall have no obligation to take any action in connection with any actual or threatened condemnation or other proceeding. 15.8.1 Notwithstanding the foregoing, as long as the value of City's liens are not impaired, any condemnation proceeds may be used by the Developer for repair and/or restoration of the Project. 15.9 Waiver of Subrogation. Developer hereby waives all rights to recover against the City (or any officer, employee, agent or representative of City) for any loss incurred by Developer from any cause insured; provided, however, that this waiver of subrogation shall not be effective with respect to any insurance policy if the coverage thereunder would be materially reduced or impaired as a result. Developer shall use its best efforts to obtain only policies that permit the foregoing waiver of subrogation. 25 MINIMUM 16. DEFAULTS AND REMEDIES 16.1 Events of Default. The occurrence of any of the following, whatever the reason therefore which is not cured, shall constitute an Event of Default by Developer: (a) Developer fails to perform any obligation for the payment of money under this Agreement, and such failure is not cured within ten (10) Business Days after Developer's receipt of written notice that such obligation was not performed when due; (b) Developer fails to perform any obligation (other than the obligations described in subparagraph (a) above) under this Agreement, and such failure is not cured within thirty (30) days after Developer's receipt of written notice that such obligation was not performed; provided that, if cure cannot reasonably be effected within such thirty (30)-day period, such failure shall not be an Event of Default so long as Developer (in any event, within ten (10) Business Days after receipt of such notice) commences to cure, and thereafter diligently (in any event within ninety (90) days after receipt of such notice) prosecutes such cure to completion; (c) Any representation or warranty in this Agreement proves to have been incorrect in any material respect when made; (d) The Property is materially damaged or destroyed by fire or other casualty unless Developer fulfills the Restoration Conditions set forth in the insurance provisions of this Agreement within one hundred eighty (180) days (unless extended pursuant to Section 19.5) and thereafter diligently restores the Property in accordance with this Agreement; (e) Work on the construction ceases for thirty (30) consecutive days for any reason (other than governmental orders, decrees or regulations, acts of God or any other deity, strikes or other causes beyond Developer's reasonable control); (f) Developer is enjoined or otherwise prohibited by any Governmental Authority from constructing and/or occupying the Improvements and such injunction or prohibition continues unstayed for sixty (60) days or more for any reason; (g) Developer is dissolved, liquidated or terminated, or all or substantially all of the assets of Developer are sold or otherwise transferred without the City Project Manager's prior written consent; (h) Developer is the subject of an order for relief by a bankruptcy court, or is unable or admits its inability to pay its debts as they mature, or makes an assignment for the benefit of creditors; or Developer applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or any part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of Developer and the appointment continues undischarged or unstayed for ninety (90) days; or Developer 26 iWa:11:111VA institutes or consents to any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, dissolution, custodianship, conservatorship, liquidation, construction or similar proceeding relating to it or any part of its property; or any similar proceeding is instituted without the consent of Developer and continues undismissed or unstayed for ninety (90) days; or any judgment, writ, warrant of attachment or execution, or similar process is issued or levied against any property of Developer and is not released, vacated or fully bonded within ninety (90) days after its issue or levy; or (i) Notwithstanding anything to the contrary contained herein, City hereby agrees that any cure of any default made or tendered under this Agreement by an entity on behalf of Developer shall be deemed to be a cure by Developer and shall be accepted or rejected on the same basis as if made or tendered by Developer. 16.2 Remedies Upon Default. Upon the occurrence of any Event of Default, City may, at its option and in its absolute discretion, do any or all of the following: (a) By written notice to Developer, declare the balance of all amounts owing under this Agreement, together with all accrued interest and other amounts owing in connection therewith, to be immediately due and payable, regardless of any other specified due date; provided that any Event of Default described in Section 16.1 (d) shall automatically, without notice or other action on City's part, cause all such amounts to be immediately due and payable; (b) By written notice to Develop, require repayment of all or some portion of the Grant proceeds disbursed to Developer back to the City proportionate to the scale and duration of the uncorrected noncompliance relative to the 99-year Term of Affordability; (c) In its own right or by a court -appointed receiver, take possession of the Property, enter into contracts for and otherwise proceed with the completion of the construction by expenditure of its own funds; (d) Exercise any of its rights under this Agreement and any rights provided by law, including, without limitation, the right to seek specific performance and the right to foreclose on any security and exercise any other rights with respect to any security, all in such order and manner as City elects in its sole and absolute discretion; and, (e) Suspend or terminate the award of City funds if Developer fails to comply with any term of such award. 16.3 Cumulative Remedies: No Waiver. City's rights and remedies under the Grant Documents are cumulative and in addition to all rights and remedies provided by law. The exercise by City of any right or remedy shall not constitute a cure or waiver of any default, nor invalidate any notice of default or any act done pursuant to any such notice, nor prejudice the City in the exercise of any other right or remedy. No waiver of any default shall be implied from any omission by City to take action on account of such default if 27 FOR iWa:11:111VA such default persists or is repeated. No waiver of any default shall affect any default other than the default expressly waived, and any such waiver shall be operative only for the time and to the extent stated. No waiver of any provision of any Grant Document shall be construed as a waiver of any subsequent breach of the same provision. City's consent to or approval of any act by Developer requiring further consent or approval shall not be deemed to waive or render unnecessary City's consent to or approval of any subsequent act. The City's acceptance of the late performance of any obligation shall not constitute a waiver by City of the right to require prompt performance of all further obligations; City's acceptance of any performance following the sending or filing of any notice of default shall not constitute a waiver of either party's right to proceed with the exercise of its remedies for any unfulfilled obligations; and City's acceptance of any partial performance shall not constitute a waiver by City of any rights. 17. MISCELLANEOUS 17.1 Obligations Unconditional and Independent. Notwithstanding the existence at any time of any obligation or liability of City to Developer, or any other claim by developer against City, in connection with the Grant or otherwise, Developer hereby waives any right it might otherwise have: (a) to offset any such obligation, liability or claim against Developer's obligations under this Agreement; or, (b) to claim that the existence of any such outstanding obligation, liability or claim excuses the nonperformance by Developer of any of its obligations under this Agreement. 17.2 Notices. All notices, demands, approvals and other communications provided for in this Agreement shall be in writing and be delivered to the appropriate party by personal service or U.S. mail at its address as follows: If to Developer: Habitat for Humanity of Orange County 2200 S. Ritchey Street Santa Ana, CA 92705 Attention: Executive Director or Chief Executive Officer If to City: Community Development Agency of the City of Santa Ana Housing Manager 20 Civic Center Plaza (M-26) P.O. Box 1988 Santa Ana, California 92702 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 Addresses for notice may be changed as required by written notice to all other parties. All notices personally served shall be effective when actually received. All notices mailed shall be effective three (3) days after deposit in the U.S. Mail, postage prepaid. The foregoing notwithstanding, the non -receipt of any notice as the result of a change of address 28 iWa:11:111VA of which the sending party was not notified or as the result of a refusal to accept delivery shall be deemed receipt of such notice. 17.3 Survival of Representations and Warranties. All representations and warranties in this Agreement shall survive the making of the Grant(s) described herein until the City determination of Completion of Construction and have been or will be relied on by City notwithstanding any investigation made by either party. 17.4 No Third Parties Benefited. This Agreement is made for the purpose of setting forth rights and obligations of Developer and the City, and no other person shall have any rights hereunder or by reason hereof. 17.5 Binding Effect; Assignment of Obligations. This Agreement shall bind, and shall inure to the benefit of, Developer and City and their respective successors and assigns. Other than as expressly provided to the contrary in this Agreement, Developer shall not assign any of its rights or obligations under this Agreement without the prior written consent of City, which consent may be withheld in City's sole and absolute discretion. Any such assignment without such consent shall, at City's option, be void. 17.6 Prior Agreements; Amendments; Consents. This Agreement contains the entire agreement between the City and Developer with respect to the Grant, and all prior negotiations, understandings and agreements are superseded by this Agreement. No modification of this Agreement (including waivers of rights and conditions) shall be effective unless in writing and signed by the party against whom enforcement of such modification is sought, and then only in the specific instance and for the specific purpose given. 17.7 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California. Developer irrevocably and unconditionally submits to the jurisdiction of the Superior Court of the State of California for the County of Orange or the United States District Court of the Central District of California, as City may deem appropriate, in connection with any legal action or proceeding arising out of or relating to this Agreement. Assuming proper service of process, Developer also waives any objection regarding personal or in rem jurisdiction or venue. 17.8 Severability of Provisions. No provision of this Agreement that is held to be unenforceable or invalid shall affect the remaining provisions, and to this end all provisions of this Agreement are hereby declared to be severable. 17.9 Headings. Article and section headings are included in this Agreement for convenience of reference only and shall not be used in construing this Agreement. 17.10 Conflicts. In the event of any conflict between the provisions of this Agreement and those of the Ground Lease or the Affordability and Maintenance Restrictions, this Agreement, unless otherwise expressly provided, shall prevail; provided however that, with respect to any matter addressed in the other such documents, the fact 29 80A-37 iWa:11:111VA that one document provides for greater, lesser or different rights or obligations than the others shall not be deemed a conflict unless the applicable provisions are inconsistent and could not be simultaneously enforced or performed. 17.11 Time of the Essence. Time is of the essence under this Agreement and in the performance of every term, covenant, and obligation contained herein. 17.12 Conflict of Interest. No member, official or employee of the City shall have any direct or indirect interest in this Agreement, nor participate in any decision relating to the Agreement, which is prohibited by law. 17.13 Warranty Against Payment of Consideration. Developer warrants that it has not paid or given, and will not pay or give, any third person any money or other consideration for obtaining this Agreement. 17.14 Plans and Data. Where Developer does not proceed with the work and construction of the Project, and when this Agreement is terminated with respect thereto for any reason, Developer shall deliver to City any and all plans and data concerning the Property, and City or any person or entity designated by City shall have the right to use such plans and data without compensation to Developer. Such right of City shall be subject to any right of the preparer of the plans to their use. 17.15 Authority to Enter Agreement. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify the 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. {Signatures on following page) 30 FOODIMFOO A:c11-211 a IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date set forth at the beginning of this Agreement. ATTEST: CITY OF SANTA ANA Daisy Gomez Kristine Ridge Clerk of the Council City Manager APPROVED AS TO FORM Sonia R. Carvalho City Attorney - /a - By: Ry O. odge Assistan City Attorney IROEOMuILIa0III]a00]:7_\UU:Z6]M%\ Steven A. Mendoza Executive Director Community Development Agency {Signatures continue on following page) 31 DEVELOPER: Habitat for Humanity of Orange County In Sharon Ellis Its: Executive Director 32 iWa:11:111VA EXHIBITS A. The Project B. Scope of Work / Schedule of Performance C. Project Budget D. Best Management Practices 33 iWa:11:111PA THE PROJECT The proposed project includes the development of two (2) single-family detached homes restricted for sale to moderate income families earning no more than 120% of the Orange County Area Median Income. The project location is at the SW corner of Lacy and Vance Streets and is comprised of two single-family lots within the "Historic French Park" community. Construction will consist of two (2) single-family detached homes. The design and construction of the homes shall reflect the architectural elements and finishes that are present in the "Historic French Park" community. Habitat for Humanity will create two distinct floor plans for this project whose sizes are proportionate to the approximately 7,500 sq. ft. lots on which they will be built. Specifically, the two (2) single-family detached homes will consist of: • A single -story "Craftsman -style" home. This residence will be a three bedroom, two and a half bath of approximately 1,500 sq. ft. A second home that will be influenced by the "Victorian -Style" of architecture. This will be a two-story residence with four bedrooms and three bathrooms and will be approximately 1,700 sq. ft. These homes will be made available to qualifying moderate income families (up to 120% of Area Median hncome). Construction will comply with all City of Santa Ana building standards, as well as the "Historic French Park" community. The project will comply with the design guidelines of the French Park Historic District and will require review by the French Park Design Committee. The construction of all required improvements associated with the development will be the responsibility of Habitat for Humanity. Materials will include composite roofing material, wood, or simulated wood siding, concrete -paving surfaces, and professionally designed landscape. The two homes will be constructed concurrently. 34 Exhibit B Scope of Work/Schedule of Performance Scope of Work The scope of work shall include the preparation of plans, processing for permits, all necessary site work for the construction of two single-family homes with detached garages, and front -yard landscaping/fencing. Schedule of Performance Months Site Acquisition/Due Diligence 3 Preparation of Plans 3 City Processing/Permits 4 Grading/Site Improvements 2 House Construction 10 Home Sales 2 Total Schedule 24 iWa:11:111VA Exhibit C Project Budget/Sources & Uses Project Budget Site Improvements 155,000 Impact Fees 50,000 Direct Construction 404,000 Indirect Construction 336,000 Insurance 21,000 Finance 33,000 Overhead 157,000 Warranty 20,000 Contingency 40,000 1,216,000 Sources City Grant 231,494 Habitat Fundraising 284,506 Construction Loan 700,000 Total Sources 1,216,000 Uses Site Improvements 155,000 Impact Fees 50,000 Direct Construction 404,000 Indirects/Soft Costs 607,000 Total Uses 1,216,000 iWa:11:111PA BEST MANAGEMENT PRACTICES (`BMPs" Fact Sheets) Best Management Practices can be found at: httn://www.ocwatersheds.com/documents/bmp which website may change from time to time. BMPs apply to the Project and BMPs also apply to Developer and its subcontractors, therefore Developer shall be responsible and shall cause its subcontractors to be responsible for implementing and complying with all BMP Fact Sheet requirements that apply to construction activity with respect to the Project, and also including, without limiting the generality of the foregoing, site preparation, landscaping, installation of utilities, street construction or improvement and grading or filling in or on the Property. Developer is to be aware that the BMP clause within this Lease, along with all related BMP Exhibits, may be revised, and may incorporate more than what is initially being presented in this Agreement. Suggested BMPs Fact Sheets may include, but may not be limited to, the following list shown below and can be found at: htti)://www.ocwatersheds.com/documents/bmn/industrialcommercialbusinessesactivities (which website may change from time to time): IC3 Building Maintenance IC4 Carpet Cleaning IC6 Contaminated or Erodible Surface Areas IC7 Landscape Maintenance IC9 Outdoor Drainage from Indoor Areas IC 10 Outdoor Loading/Unloading of Materials IC 12 Outdoor Storage of Raw Materials, Products, and Containers IC 14 Painting, Finishing, and Coatings of Vehicles, Boats, Buildings, and Equipment IC 15 Parking & Storage Area Maintenance IC 17 Spill Prevention and Cleanup IC21 Waste Handling and Disposal IC22 Eating and Drinking Establishments IC23 Fire Sprinkler Testing/Maintenance IC24 Wastewater Disposal Guidelines 37 [WRIM1Ly1191 FREE RECORDING REQUESTED PURSUANT TO GOVERNMENT CODE SECTION 6103 & 27383 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 AFFORDABILITY AND MAINTENANCE RESTRICTIONS {Address: 416 Vance Street (APN 398-041-22)) THESE AFFORDABILITY AND MAINTENANCE RESTRICTIONS (the "Restrictions") are entered into by and between Habitat for Humanity of Orange County, a nonprofit organization ("Habitat"), as the "Tenant" under the Ground Lease for each of two parcels of Property (defined below), and the Housing Authority of the City of Santa Ana, a public body, corporate and politic ("City" and/or "Agency") as the "Lessor" under the Ground Lease for the above -referenced Premises. RECITALS: A. The City's Housing Opportunity Ordinance ("Ordinance") was originally adopted by the City Council on November 28, 2011 (Ordinance No. NS-2825), and is codified in Article XVIILI of the Santa Ana Municipal Code ("SAMC"). The Ordinance was amended by the City Council on September 1, 2015 (Ordinance No. NS-2881), on October 6, 2015 (Ordinance No. NS- 2885), and on September 1, 2020 (Ordinance No. NS-2994). The Ordinance established standards and procedures to encourage the development of housing that is affordable to a range of households with varying income levels. Pursuant to SAMC section 41-1904(c), developers may pay an in - lieu fee in certain instances to satisfy the inclusionary requirements. These funds are deposited into the Inclusionary Housing Fund, as defined by SAMC section 41-1901, and are to be used to increase and improve the supply of affordable housing per SAMC section 41-1909. B. Habitat requested financial assistance in connection with the proposed development of two (2) single-family detached homes ("Restricted Units") restricted for sale to moderate income families earning no more than 120% of the Orange County Area Median Income ("Project") to be located at 416 Vance Street (APN 398-041-22) and 826 N. Lacy Street (APN 398-041-22 ("Property"). The two (2) Restricted Units will be affordable to family households earning no more than 120% of the Area Median Income ("AMI"). C. On March 5, 2019, the City of Santa Ana authorized the City Manager and the Clerk of the Council to execute a pre -loan commitment letter with Habitat for $231,494 in Inclusionary 1076\53\1379664.2 [WRIM1Ly1191 Housing Funds for the development of the Project at the Property, subject to non -substantive changes approved by the City Manager and City Attorney. D. On November 17, 2020, the City of Santa Ana agreed to change the terms of the pre -loan commitment from a loan to a conditional grant. E. The amount of the Conditional Inclusionary Grant was determined based upon the City's review of the Habitat's request for the receipt of the Conditional Inclusionary Grant and the development proforma and projected cash flows for the Project submitted by the Habitat to the City ("Proforma"). The City Project Manager has authority to approve revised development proformas and projected cash flows for the Project; provided, however, that the Conditional Inclusionary Grant is not materially increased or extended. F. In furtherance of the Inclusionary Housing Program, Habitat applied to the City for a grant with which to: 1. Develop and construct the Project. G. The City, on certain terms and conditions, made such Inclusionary Grant to Developer in order to make possible the development and construction of the Project, thereby expanding the supply of decent, safe, sanitary and affordable housing within the City. H. If there is any inconsistency between Federal, State, and local guidelines with regard to any of the terms and conditions contained herein, the more stringent shall apply. I. The Inclusionary Grant Agreement and Ground Leases for the two parcels of the Property are entered into for the purpose of providing for affordable residential ownership units in the City of Santa Ana pursuant to the Inclusionary Housing Fund regulations and guidance. J. These Restrictions empower Habitat, as Lessor's Agent, following construction of the homes, to maintain the affordability of the Restricted Units and to maintain the certain components of the Premises that may not be covered by Tenant insurance under the Ground Lease for the Premises. NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, City and Developer agree as follows: 1. Definitions: "Affordable Housing" means the total housing costs paid by a qualifying household, which shall not exceed the fraction of gross income specified, as follows, in accordance with the State of California Department of Housing and Community Development pursuant to Health and Safety Code Section 50052.5(b)(4) and the U.S. Department of Housing and Urban Development (HUD): • � [WRIM1Ly1191 Moderate -Income Households. Thirty (30) percent of the income of a household earning one hundred and twenty (120) percent of the Median Income for the Area for for -sale units, adjusted for family size appropriate for the unit. "Affordable Mortgage" means the monthly mortgage payment, which does not exceed the maximum amount applicable to Moderate Income Households. "Agent" shall mean. with respect to Habitat's rights and responsibilities under this Restriction, Habitat or similarly situated non-profit public benefit organization assisting with providing housing for moderate -income persons as Habitat's successors and assigns, subject to the City's right to approve the agreement to effect such assignment or transfer. City shall permit Habitat assignments or transfers of Habitat's interests under the Restriction to an Affiliate nonprofit public benefit corporation or for -profit corporation of Habitat, or to a limited partnership whose general partner is a nonprofit corporation, for -profit corporation or limited liability company is an Affiliate of Habitat or Habitat's general partner "Applicable Law" shall mean those federal, state and local laws, ordinances, regulations, policies and procedures applicable to the Inclusionary Housing Funds. "City" means the City of Santa Ana, California, a charter city and municipal corporation. "City" shall also refer to the Housing Authority of the City of Santa Ana where the context dictates, to the effect that the Housing Authority of the City shall have all the rights granted to the City hereunder. "Governmental Authority" means any governmental or quasi -governmental agency, board, bureau, commission, department, court, administrative tribunal or other instrumentality or authority, and any public utility. "HUD" means the United States (U.S.) Department of Housing and Urban Development, and any successors or assigns thereof. "Improvements" means all improvements and fixtures now and hereafter comprising any portion of the Property, including, without limitation, landscaping, trees and plant materials; and offsite improvements, as required through the City of Santa Ana Planning and Building Agency entitlement process. "Inclusionary Grant" or "Conditional Inclusionary City Grant" means a grant in the original principal amount of up to two hundred, thirty-one thousand, four hundred and ninety-four dollars ($231,494) to be made to Developer by the City to be funded exclusively from the Inclusionary Housing Fund. "Laws" means all statutes, laws, ordinances, regulations, orders, writs, judgments, injunctions, decrees or awards of the United States or any state, county, municipality or other Governmental Authority. 50 ' • I go [WRIM11.y11c3 "Lien" means any lien, mortgage, pledge, security interest, charge or encumbrance of any kind, including any conditional sale or other title retention agreement, any lease in the nature thereof, and any agreement to give any lien or security interest. "Median Income for the Area" means the median income for Orange County, California PMSA as most recently determined by HUD. Also may be referred to interchangeably in the Inclusionary Grant Documents as "Area Median Income" or "AMP'. "Premises" means that portion of the Property and any Improvements thereon that is located at 416 Vance Street (APN 398-041-22), Santa Ana, CA 92701, as more fully described in the "Legal Description" attached to the Agreement as Exhibit A and incorporated herein by reference. "Project" means the construction of the Improvements upon the Property by Developer pursuant to the Agreement. "Property" means the property that is located at 416 Vance Street (APN 398-041-22), Santa Ana, CA 92701 in the City of Santa Ana. "Restricted Units" means the two (2) "Housing Units" at the Project, which shall and will be restricted to an affordable home purchase price based on the California Health and Safety Code Section 50052.5 calculation methodology and the median incomes distributed by HUD for a period of not less than ninety-nine (99) years recorded against the Premises in the Official Records, County of Orange, California. "Term of Affordability" or "Affordability Period" means the terms and conditions contained herein shall remain in effect for ninety-nine (99) years from the date of the Ground Lease. 2. Use of the Premises. Except while Habitat is the initial Tenant under the Ground Lease, Tenant covenants and agrees, for itself, its successors, its assigns, and every successor in interest to the Premises any part thereof, that Tenant is a Moderate -Income Household, as provided in these Restrictions. Tenant agrees that during the Term of Affordability, the Premises shall be used only for decent, safe, sanitary and Affordable Housing pursuant to the affordability requirements of California Health and Safety Code ("H&S") sections 50052.5 and 33334.3, as applicable. 3. Premises Affordabilitv and Maintenance Restrictions. 3.1 Affordability Restrictions: A. Tenant agrees and covenants, which covenants shall run with the land and bind Tenant, its successors, its assign and every successor in interest to the Property that Tenant will only enter into Affordable Mortgages and only make the Restricted Unit on the Premises available for resale to Moderate Income Households at an Affordable Housing purchase price based on the California Health and Safety Code Section 50052.5 calculation methodology and the median incomes distributed by HUD during the Term of Affordability. Tenant agrees that, upon [WRIM11.y11c3 termination of Tenant's right in the Lease and/or resale of the Restricted Unit, Agent shall have the exclusive right to approve any assignment of the Lease and re -sale of the Restricted Unit, and that Tenant (other than Habitat) have no right to assign its interests in the Lease and/or to sell the Restricted Unit without such Agent approval other than to a Leasehold Mortgage lenders as a pledge to finance an Affordable Mortgage. Agent shall take all necessary steps to review the income of all homeowners prior to selling to them. Agent shall allow the City to conduct periodic reviews of homeowner files and files relating to affirmative marketing and outreach to ensure the Project's compliance with applicable regulations and guidelines. The interests of Leasehold Mortgage Lenders shall be subordinate to the Restrictions and to Agent's right to approve assignrent of the Tenant Leasehold interest and resale of the home to Qualifying Purchasers following foreclosure by the Leasehold Mortgage lenders. (1) Local Preference. Local preference for Santa Ana residents and workers in homebuyer selection shall be a requirement of the Project. Subject to the prohibition of discrimination and the granting of preferences in housing occupancy imposed by federal laws and regulations, the State of California, and by the City of Santa Ana Affordable Housing Funds Policies and Procedures, when selling the Restricted Unit and assigning its interests in the Lease, Tenant, with the assistance of Agent shall use its best efforts to sell the Restricted Unit and assign its interests in the Lease in the following order of priority: First priority shall be given to persons who have been permanently displaced or face permanent displacement from housing in Santa Ana as a result of any of the following: o A redevelopment project undertaken pursuant to California's Community Redevelopment Law (Health & Safety Code Sections 33000, et seq.) -- applicable only to projects funded by the Low and Moderate Income Housing Asset Fund. o Ellis Act, owner -occupancy, or removal permit eviction; o Earthquake, fire, flood, or other natural disaster; o Cancellation of a Housing Choice Voucher HAP Contract by property owner; or o Governmental Action, such as Code Enforcement. • Second priority shall be given to persons who are either: a. Residents of Santa Ana and/or b. Working in Santa Ana at least 32 hours per week for at [WRIM1Ly1191 least the last 6 months. B. The two (2) single-family detached homes will be restricted for sale to moderate income families earning no more than 120% of the Orange County Area Median Income based on the California Health and Safety Code Section 50052.5 calculation methodology and the median incomes distributed by HUD. C. These Restrictions shall be recorded in the Official Records of the County, and shall remain in first position on title and shall not be subordinated. 3.2 Maintenance of the Property: A. Maintenance Reserve Fee. Tenant agrees and covenants, which covenants shall run with the land and bind Tenant, its successors, its assign and every successor in interest to the Property that Tenant will pay to Habitat, as Agent for Lessor, a monthly maintenance reserve fee in an amount established by Habitat sufficient to maintain a reserve fund to pay for any required roof repairs, re- painting, landscaping and pest control/remediation for the Restricted Unit on the Premises, which amount shall be established by Habitat, in its sole discretion, and which fees shall be maintained by Habitat in a separate account and used as needed by Habitat for the purpose of paying for any required roof repairs, re -painting, landscaping and pest control/remediation, as determined to be necessary by Habitat and/or the City. Tenant shall allow Habitat and its agents and contractors access to the Premises at reasonable hours to carry out such maintenance by Habitat as Habitat may determine, in its sole discretion. B. Maintenance. Tenant agrees to maintain the roofing, exterior paint, and the landscaping in a clean and good condition and repair in compliance with all applicable housing quality standards and state and local code requirements, and keep the Property free from any accumulation of debris and waste materials. If at any time Tenant fails to maintain, or cause to be maintained, the roofing, exterior paint, and landscaping as required, and said condition is not corrected after the expiration of a reasonable period of time not to exceed thirty (30) days from the date of written notice from the City, unless such condition cannot reasonably be cured within thirty (30) days, in which case Tenant shall have such additional time as reasonably necessary to complete such cure, the City may perform the necessary maintenance and Tenant shall pay all reasonable costs incurred for such maintenance from the maintenance reserve fund detailed in section 3.2(A) above. C. Monitoring. Tenant shall allow the City to conduct periodic inspections of the roof, exterior paint, or landscaping after the date of construction completion, with reasonable notice. Tenant shall cure any defects or deficiencies found by the City while conducting such inspections within thirty (30) days of written notice thereof, or such longer period as is reasonable within the sole discretion of the City. 3.3 Obligation to Refrain from Discrimination: A. In Use of Property. Any party subject to the terms of these Affordability and Maintenance Restrictions covenants and agrees that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, disability, [WRIM1Ly1191 sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property nor shall Habitat itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Property, as required by the Title VI of the Civil Rights Act of 1964, the Fair Housing Act (42 U.S.C. 3601-20) and all implementing regulations, and the Age Discrimination Act of 1975, and all implementing regulations. B. In Affordable Housing Restrictions. Any party subject to the terms of these Affordability and Maintenance Restrictions shall not refuse to sell a unit to a holder of a rental voucher under 24 CFR part 887 (Housing Choice Voucher Program) or to a holder of a comparable document evidencing participation in a federally funded tenant -based assistance program because of the status of the prospective tenant as a holder of such certificate of family participation, rental voucher, or comparable tenant -based assistance document. 4. Miscellaneous Provisions: A. Any sales prices of any of the Restricted Units must be for an amount not more than what is affordable to a moderate income family earning no more than 120% of the Orange County Area Median Income based on the California Health and Safety Code Section 50052.5 calculation methodology and the median incomes distributed by HUD. B. The covenants established in these Restrictions shall be binding for the benefit of and in favor of the City and its respective successors and assigns, without regard to technical classification and designation. These Restrictions shall remain in effect for the Term of Affordability. The covenants against discrimination shall remain in effect for the period of these Restrictions. C. The City is the beneficiary of the terms and provisions of these Restrictions and the covenants herein, both for and in its own right and for the purposes of protecting the interests of the community and other parties, public or private, for whose benefit these Restrictions and the covenants running with the land have been provided. The City shall have the right if the covenants are breached, to exercise all rights and remedies, and to maintain any actions or suits at law or in equity or other proper proceedings to enforce the curing of such breaches to which they or any other beneficiaries of these Restrictions and covenants are entitled. D. The covenants and agreements contained herein shall run with the land and shall remain in effect for the Term of Affordability. E. Upon a Transfer of the Property, the transferee will be obligated to meet with the Agent prior to closing of the Transfer to review the terms of these Restrictions and requirements of the transferee therein. Any failure of transferee to meet with the Agent as required would constitute a default under these Restrictions. 80A-52 IW:I:ILy1191 F. The Ground Lease and all of its attachments, including these Affordability Restrictions, shall be enforceable by the City in accordance with the default and remedy terms and procedures detailed in the Ground Lease. G. Reserved {Signatures on following page) ANIM1I:l111e3 IN WITNESS WHEREOF, the parties hereto have caused these Affordability Restrictions on Transfer of Property to be executed on the date set forth at the beginning of these Restrictions. ATTEST: Daisy Gomez Recording Secretary APPROVED AS TO FORM Sonia R. Carvalho Authority General Counsel By: Rya O.Todge Assist City Attorney HOUSING AUTHORITY OF THE CITY OF SANTA ANA, ACTING AS THE HOUSING SUCCESSOR AGENCY Steven A. Mendoza Executive Director {Signatures continue on following page) IW:/:ILy11c3 DEVELOPER: Habitat for Humanity of Orange County 0 Sharon Ellis Its: Executive Director 1-57 J$7 /7 Lt/ z� €✓d�21✓ieE No 1f14. P�; "� Io IWOMM11:11111[c1 Exhibit A Legal Description Lots 31 and 32 in Block 83 of the Town of Santa Ana East, as per map recorded in Book 10, Pages 43 and 44 of Miscellaneous Records, in the office of the County Recorder of said County. FREE RECORDING REQUESTED PURSUANT TO GOVERNMENT CODE SECTION 6103 & 27383 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 AFFORDABILITY AND MAINTENANCE RESTRICTIONS {Address: 826 N. Lacy Street (APN 398-041-22)) THESE AFFORDABILITY AND MAINTENANCE RESTRICTIONS (the "Restrictions") are entered into by and between Habitat for Humanity of Orange County, a nonprofit organization ("Habitat"), as the "Tenant" under the Ground Lease for each of two parcels of Property (defined below), and the Housing Authority of the City of Santa Ana, a public body, corporate and politic ("City" and/or "Agency") as the "Lessor" under the Ground Lease for the above -referenced Premises. RECITALS: A. The City's Housing Opportunity Ordinance ("Ordinance") was originally adopted by the City Council on November 28, 2011 (Ordinance No. NS-2825), and is codified in Article XVIILI of the Santa Ana Municipal Code ("SAMC"). The Ordinance was amended by the City Council on September 1, 2015 (Ordinance No. NS-2881), on October 6, 2015 (Ordinance No. NS- 2885), and on September 1, 2020 (Ordinance No. NS-2994). The Ordinance established standards and procedures to encourage the development of housing that is affordable to a range of households with varying income levels. Pursuant to SAMC section 41-1904(c), developers may pay an in - lieu fee in certain instances to satisfy the inclusionary requirements. These funds are deposited into the Inclusionary Housing Fund, as defined by SAMC section 41-1901, and are to be used to increase and improve the supply of affordable housing per SAMC section 41-1909. B. Habitat requested financial assistance in connection with the proposed development of two (2) single-family detached homes ("Restricted Units") restricted for sale to moderate income families earning no more than 120% of the Orange County Area Median Income ("Project") to be located at 416 Vance Street (APN 398-041-22) and 826 N. Lacy Street (APN 398-041-22 ("Property"). The two (2) Restricted Units will be affordable to family households earning no more than 120% of the Area Median Income ("AMI"). C. On March 5, 2019, the City of Santa Ana authorized the City Manager and the Clerk of the Council to execute a pre -loan commitment letter with Habitat for $231,494 in Inclusionary 1076\53\1379664.2 Housing Funds for the development of the Project at the Property, subject to non -substantive changes approved by the City Manager and City Attorney. D. On November 17, 2020, the City of Santa Ana agreed to change the terms of the pre -loan commitment from a loan to a conditional grant. E. The amount of the Conditional Inclusionary Grant was determined based upon the City's review of the Habitat's request for the receipt of the Conditional Inclusionary Grant and the development proforma and projected cash flows for the Project submitted by the Habitat to the City ("Proforma"). The City Project Manager has authority to approve revised development proformas and projected cash flows for the Project; provided, however, that the Conditional Inclusionary Grant is not materially increased or extended. F. In furtherance of the Inclusionary Housing Program, Habitat applied to the City for a grant with which to: 1. Develop and construct the Project. G. The City, on certain terms and conditions, made such Inclusionary Grant to Developer in order to make possible the development and construction of the Project, thereby expanding the supply of decent, safe, sanitary and affordable housing within the City. H. If there is any inconsistency between Federal, State, and local guidelines with regard to any of the terms and conditions contained herein, the more stringent shall apply. I. The Inclusionary Grant Agreement and Ground Leases for the two parcels of the Property are entered into for the purpose of providing for affordable residential ownership units in the City of Santa Ana pursuant to the Inclusionary Housing Fund regulations and guidance. J. These Restrictions empower Habitat, as Lessor's Agent, following construction of the homes, to maintain the affordability of the Restricted Units and to maintain the certain components of the Premises that may not be covered by Tenant insurance under the Ground Lease for the Premises. NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, City and Developer agree as follows: 1. Definitions: "Affordable Housing" means the total housing costs paid by a qualifying household, which shall not exceed the fraction of gross income specified, as follows, in accordance with the State of California Department of Housing and Community Development pursuant to Health and Safety Code Section 50052.5(b)(4) and the U.S. Department of Housing and Urban Development (HUD): 50 1 Moderate -Income Households. Thirty (30) percent of the income of a household earning one hundred and twenty (120) percent of the Median Income for the Area for for -sale units, adjusted for family size appropriate for the unit. "Affordable Mortgage" means the monthly mortgage payment, which does not exceed the maximum amount applicable to Moderate Income Households. "Agent" shall mean. with respect to Habitat's rights and responsibilities under this Restriction, Habitat or similarly situated non-profit public benefit organization assisting with providing housing for moderate -income persons as Habitat's successors and assigns, subject to the City's right to approve the agreement to effect such assignment or transfer. City shall permit Habitat assignments or transfers of Habitat's interests under the Restriction to an Affiliate nonprofit public benefit corporation or for -profit corporation of Habitat, or to a limited partnership whose general partner is a nonprofit corporation, for -profit corporation or limited liability company is an Affiliate of Habitat or Habitat's general partner "Applicable Law" shall mean those federal, state and local laws, ordinances, regulations, policies and procedures applicable to the Inclusionary Housing Funds. "City" means the City of Santa Ana, California, a charter city and municipal corporation. "City" shall also refer to the Housing Authority of the City of Santa Ana where the context dictates, to the effect that the Housing Authority of the City shall have all the rights granted to the City hereunder. "Governmental Authority" means any governmental or quasi -governmental agency, board, bureau, commission, department, court, administrative tribunal or other instrumentality or authority, and any public utility. "HUD" means the United States (U.S.) Department of Housing and Urban Development, and any successors or assigns thereof. "Improvements" means all improvements and fixtures now and hereafter comprising any portion of the Property, including, without limitation, landscaping, trees and plant materials; and offsite improvements, as required through the City of Santa Ana Planning and Building Agency entitlement process. "Inclusionary Grant" or "Conditional Inclusionary City Grant" means a grant in the original principal amount of up to two hundred, thirty-one thousand, four hundred and ninety-four dollars ($231,494) to be made to Developer by the City to be funded exclusively from the Inclusionary Housing Fund. "Laws" means all statutes, laws, ordinances, regulations, orders, writs, judgments, injunctions, decrees or awards of the United States or any state, county, municipality or other Governmental Authority. "Lien" means any lien, mortgage, pledge, security interest, charge or encumbrance of any kind, including any conditional sale or other title retention agreement, any lease in the nature thereof, and any agreement to give any lien or security interest. "Median Income for the Area" means the median income for Orange County, California PMSA as most recently determined by HUD. Also may be referred to interchangeably in the Inclusionary Grant Documents as "Area Median Income" or "AMP'. "Premises" means that portion of the Property and any Improvements thereon that is located at 826 N. Lacy Street (APN 398-041-22), Santa Ana, CA 92701, as more fully described in the "Legal Description" attached to the Agreement as Exhibit A and incorporated herein by reference. "Project" means the construction of the Improvements upon the Property by Developer pursuant to the Agreement. "Property" means the property that is located at 826 N. Lacy Street (APN 398-041-22), Santa Ana, CA 92701 in the City of Santa Ana. "Restricted Units" means the two (2) "Housing Units" at the Project, which shall and will be restricted to an affordable home purchase price based on the California Health and Safety Code Section 50052.5 calculation methodology and the median incomes distributed by HUD for a period of not less than ninety-nine (99) years recorded against the Premises in the Official Records, County of Orange, California. "Term of Affordability" or "Affordability Period" means the terms and conditions contained herein shall remain in effect for ninety-nine (99) years from the date of the Ground Lease. 2. Use of the Premises. Except while Habitat is the initial Tenant under the Ground Lease, Tenant covenants and agrees, for itself, its successors, its assigns, and every successor in interest to the Premises any part thereof, that Tenant is a Moderate -Income Household, as provided in these Restrictions. Tenant agrees that during the Term of Affordability, the Premises shall be used only for decent, safe, sanitary and Affordable Housing pursuant to the affordability requirements of California Health and Safety Code ("H&S") sections 50052.5 and 33334.3, as applicable. 3. Premises Affordabilitv and Maintenance Restrictions. 3.1 Affordability Restrictions: A. Tenant agrees and covenants, which covenants shall run with the land and bind Tenant, its successors, its assign and every successor in interest to the Property that Tenant will only enter into Affordable Mortgages and only make the Restricted Unit on the Premises available for resale to Moderate Income Households at an Affordable Housing purchase price based on the California Health and Safety Code Section 50052.5 calculation methodology and the median incomes distributed by HUD during the Term of Affordability. Tenant agrees that, upon ,:1 = .1 termination of Tenant's right in the Lease and/or resale of the Restricted Unit, Agent shall have the exclusive right to approve any assignment of the Lease and re -sale of the Restricted Unit, and that Tenant (other than Habitat) have no right to assign its interests in the Lease and/or to sell the Restricted Unit without such Agent approval other than to a Leasehold Mortgage lenders as a pledge to finance an Affordable Mortgage. Agent shall take all necessary steps to review the income of all homeowners prior to selling to them. Agent shall allow the City to conduct periodic reviews of homeowner files and files relating to affirmative marketing and outreach to ensure the Project's compliance with applicable regulations and guidelines. The interests of Leasehold Mortgage Lenders shall be subordinate to the Restrictions and to Agent's right to approve assignrent of the Tenant Leasehold interest and resale of the home to Qualifying Purchasers following foreclosure by the Leasehold Mortgage lenders. (1) Local Preference. Local preference for Santa Ana residents and workers in homebuyer selection shall be a requirement of the Project. Subject to the prohibition of discrimination and the granting of preferences in housing occupancy imposed by federal laws and regulations, the State of California, and by the City of Santa Ana Affordable Housing Funds Policies and Procedures, when selling the Restricted Unit and assigning its interests in the Lease, Tenant, with the assistance of Agent shall use its best efforts to sell the Restricted Unit and assign its interests in the Lease in the following order of priority: First priority shall be given to persons who have been permanently displaced or face permanent displacement from housing in Santa Ana as a result of any of the following: o A redevelopment project undertaken pursuant to California's Community Redevelopment Law (Health & Safety Code Sections 33000, et seq.) -- applicable only to projects funded by the Low and Moderate Income Housing Asset Fund. o Ellis Act, owner -occupancy, or removal permit eviction; o Earthquake, fire, flood, or other natural disaster; o Cancellation of a Housing Choice Voucher HAP Contract by property owner; or o Governmental Action, such as Code Enforcement. • Second priority shall be given to persons who are either: a. Residents of Santa Ana and/or b. Working in Santa Ana at least 32 hours per week for at 56 1 least the last 6 months. B. The two (2) single-family detached homes will be restricted for sale to moderate income families earning no more than 120% of the Orange County Area Median Income based on the California Health and Safety Code Section 50052.5 calculation methodology and the median incomes distributed by HUD. C. These Restrictions shall be recorded in the Official Records of the County, and shall remain in first position on title and shall not be subordinated. 3.2 Maintenance of the Property: A. Maintenance Reserve Fee. Tenant agrees and covenants, which covenants shall run with the land and bind Tenant, its successors, its assign and every successor in interest to the Property that Tenant will pay to Habitat, as Agent for Lessor, a monthly maintenance reserve fee in an amount established by Habitat sufficient to maintain a reserve fund to pay for any required roof repairs, re- painting, landscaping and pest control/remediation for the Restricted Unit on the Premises, which amount shall be established by Habitat, in its sole discretion, and which fees shall be maintained by Habitat in a separate account and used as needed by Habitat for the purpose of paying for any required roof repairs, re -painting, landscaping and pest control/remediation, as determined to be necessary by Habitat and/or the City. Tenant shall allow Habitat and its agents and contractors access to the Premises at reasonable hours to carry out such maintenance by Habitat as Habitat may determine, in its sole discretion. B. Maintenance. Tenant agrees to maintain the roofing, exterior paint, and the landscaping in a clean and good condition and repair in compliance with all applicable housing quality standards and state and local code requirements, and keep the Property free from any accumulation of debris and waste materials. If at any time Tenant fails to maintain, or cause to be maintained, the roofing, exterior paint, and landscaping as required, and said condition is not corrected after the expiration of a reasonable period of time not to exceed thirty (30) days from the date of written notice from the City, unless such condition cannot reasonably be cured within thirty (30) days, in which case Tenant shall have such additional time as reasonably necessary to complete such cure, the City may perform the necessary maintenance and Tenant shall pay all reasonable costs incurred for such maintenance from the maintenance reserve fund detailed in section 3.2(A) above. C. Monitoring. Tenant shall allow the City to conduct periodic inspections of the roof, exterior paint, or landscaping after the date of construction completion, with reasonable notice. Tenant shall cure any defects or deficiencies found by the City while conducting such inspections within thirty (30) days of written notice thereof, or such longer period as is reasonable within the sole discretion of the City. 3.3 Obligation to Refrain from Discrimination: A. In Use of Property. Any party subject to the terms of these Affordability and Maintenance Restrictions covenants and agrees that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, disability, 80d-62 sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property nor shall Habitat itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Property, as required by the Title VI of the Civil Rights Act of 1964, the Fair Housing Act (42 U.S.C. 3601-20) and all implementing regulations, and the Age Discrimination Act of 1975, and all implementing regulations. B. In Affordable Housing Restrictions. Any party subject to the terms of these Affordability and Maintenance Restrictions shall not refuse to sell a unit to a holder of a rental voucher under 24 CFR part 887 (Housing Choice Voucher Program) or to a holder of a comparable document evidencing participation in a federally funded tenant -based assistance program because of the status of the prospective tenant as a holder of such certificate of family participation, rental voucher, or comparable tenant -based assistance document. 4. Miscellaneous Provisions: A. Any sales prices of any of the Restricted Units must be for an amount not more than what is affordable to a moderate income family earning no more than 120% of the Orange County Area Median Income based on the California Health and Safety Code Section 50052.5 calculation methodology and the median incomes distributed by HUD. B. The covenants established in these Restrictions shall be binding for the benefit of and in favor of the City and its respective successors and assigns, without regard to technical classification and designation. These Restrictions shall remain in effect for the Term of Affordability. The covenants against discrimination shall remain in effect for the period of these Restrictions. C. The City is the beneficiary of the terms and provisions of these Restrictions and the covenants herein, both for and in its own right and for the purposes of protecting the interests of the community and other parties, public or private, for whose benefit these Restrictions and the covenants running with the land have been provided. The City shall have the right if the covenants are breached, to exercise all rights and remedies, and to maintain any actions or suits at law or in equity or other proper proceedings to enforce the curing of such breaches to which they or any other beneficiaries of these Restrictions and covenants are entitled. D. The covenants and agreements contained herein shall run with the land and shall remain in effect for the Term of Affordability. E. Upon a Transfer of the Property, the transferee will be obligated to meet with the Agent prior to closing of the Transfer to review the terms of these Restrictions and requirements of the transferee therein. Any failure of transferee to meet with the Agent as required would constitute a default under these Restrictions. 56 1 ' • F. The Ground Lease and all of its attachments, including these Affordability Restrictions, shall be enforceable by the City in accordance with the default and remedy terms and procedures detailed in the Ground Lease. G. Reserved {Signatures on following page} .� ' • • I IN WITNESS WHEREOF, the parties hereto have caused these Affordability Restrictions on Transfer of Property to be executed on the date set forth at the beginning of these Restrictions. ATTEST: Daisy Gomez Recording Secretary APPROVED AS TO FORM Sonia R. Carvalho Authority General Counsel /a � By: R_�• O odge Assist City Attorney HOUSING AUTHORITY OF THE CITY OF SANTA ANA, ACTING AS THE HOUSING SUCCESSOR AGENCY Steven A. Mendoza Executive Director {Signatures continue on following page) ,•1' • . DEVELOPER: Habitat for Humanity of Orange County i Sharon Ellis Its: Executive Director 740r -VA � / to FOODINT",, EXHIBIT 4 - Legal Description Commonly ]mown as: 826 N. Lacy Sheet, Santa Ana, CA PARCEL 1 AS SHOWN ON EXHIBIT' V' ATTACHED TO LOT LINE ADJESThfENT 93-11 RECORDED JANUARY 7, 1994 AS INSTRUMENT NO. 94- 0016423 OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA: FOOMME `..._ EXHIBIT 5 HOUSING AUTHORITY OF THE CITY OF SANTA ANA GROUND LEASE—VANCE STREET PARCEL Habitat for Humanity Affordable Housing Project at 416 Vance Street (APN 398-041-22) THIS GROUND LEASE ("Lease") is made and effective as of the 17a' day of November, 2020 ("Effective Date") by and between the HOUSING AUTHORITY OF THE CITY OF SANTA ANA, a public body, corporate and politic, ("Lessor," "City" and/or "Agency") and HABITAT FOR HUMANITY OF ORANGE COUNTY, a nonprofit organization specializing in the construction of affordable housing for purchase by qualifying families ("Habitat," hereinafter called "Tenant" when referring to tenancy obligations of Habitat and its assigns, "Developer" when referring to Habitat obligations during Habitat's tenancy herein to develop Initial Improvements defined herein as those obligations are more particularly described in the Inclusionary Grant Agreement, or "Agent" when referring to Habitat obligations after Habitat's tenancy herein as Lessor's agent for enforcing the Restrictions defined herein) (also referred to hereinafter each as "Party" or collectively as the "Parties"). RECITALS A. Lessor owns that certain real property generally located at 416 Vance Street ("Vance Street Parcel" APN 398-041-22) and 826 N. Lacy Street ("Lacy Street Parcel" APN 398-041-22), Santa Ana, CA 92701 (the Vance Street Parcel and the Lacy Street Parcel, collectively as the "Property"),. B. Developer proposes to develop on the two Property parcels two (2) single-family detached homes ("Projecf') as generally described in Exhibit "A" to the concurrently executed Inclusionary Grant Agreement between Developer and the City. The homes will be made available for purchase and occupancy by qualifying moderate income families (up to 120% of Area Median Income) pursuant to assignment of this Lease and of the companion ground lease for the Lacy Street Parcel. C. On March 5, 2019, the Agency authorized the Executive Director of the Agency and the Recording Secretary to execute a pre -commitment letter with Tenant for a 99-year ground - lease of the Property for the development of the Project, subject to non -substantive changes approved by the Executive Director of the Housing Authority and Authority General Counsel. D. On March 5, 2019, the City authorized the City Manager and the Clerk of the City Council to execute a pre -loan commitment letter with Developer for $231,494 in Inclusionary Housing Funds for the development of the Project located at the Property, subject to non - substantive changes approved by the City Manager and City Attorney. The City has subsequently determined that instead of a loan, the funds will be disbursed as a grant. Page II FOODINIF46 E. The proposed Project will result in the redevelopment of underutilized land owned by the Agency, development of two affordable single-family homes for the benefit of local residents, and increased homeownership opportunities within the City produced by the Project. The proposed Project is intended to be developed by Developer pursuant to the terms and conditions for development of the Project contained in the Inclusionary Grant Agreement. F. Based on the reasons identified in Recital E, above, together with the commitments and obligations of Developer to develop the Property according to the Project as contained in the Inclusionary Grant Agreement, Lessor has determined that the lease of the Vance Street and Lacy Street Parcels to Habitat and its assigns as Tenant for occupancy of the homes is in the best interest of the Lessor. G. Lessor desires to lease the Vance Street Parcel as more particularly described in the Legal Description attached to this Lease as Exhibit "A" and incorporated herein by reference ("Premises"), and the Tenant desires to enter into a lease of the Premises for the purposes of development of the Project and subsequent occupancy of the two homes on the Premises for Affordable Housing on the terms and conditions set forth in this Lease. H. Lessor and Tenant have jointly agreed to enter into this Lease as of the date set forth above. NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH THE PARTIES ACKNOWLEDGE, AND PURSUANT TO THE PROMISES AND COVENANTS SET FORTH IN THIS AGREEMENT, THE PARTIES AGREE, AS FOLLOWS: ARTICLE I DEFINITIONS 1.1 Definitions: The following defined terms used in this Lease shall have the meanings set forth below. Other teens are defined in other provisions of this Lease, and shall have the definitions given to such terms in such other provisions. 1.1.1. "Affiliate" shall mean, with respect to any person (which as used herein includes an individual, trust or entity), any other person which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such person. 1.1.2. "Affordability and Maintenance Restrictions" or "Restrictions" means that certain document affecting real property benefiting the Lessor, attached hereto and incorporated herein as Exhibit B. 1.1.3. "Affordable Housing" means the total housing costs paid by a qualifying household, which shall not exceed the fraction of gross income specified, as follows, in accordance with the State of California Department of Housing and Community Development pursuant to Health and Safety Code Section 50093(e): Moderate -Income Households. Thirty -Five (35) percent Page12 of the income of a household earning one hundred and twenty (120) percent of the Median Income for the Area for for -sale units, adjusted for family size appropriate for the unit. 1.1.4. "Affordable Mortgage" means the monthly mortgage payment which does not exceed the maximum amount applicable to Moderate Income Households. 1.1.5. "Agency" shall mean the Housing Authority of the City of Santa Ana, acting as the Housing Successor Agency, a public body, corporate and politic, exercising governmental functions and powers, and organized and existing under the California Redevelopment Law. The principal office of the Agency is located at 20 Civic Center Plaza, Santa Ana, California 92702. "Agency" shall also refer to the City of Santa Ana where the context dictates, to the effect that the City of Santa Ana shall have or succeed to all rights granted to the Agency hereunder. 1.1.6. "Agent" shall mean, with respect to Habitat's rights and responsibilities under the Restriction, Habitat or similarly situated non-profit public benefit organization assisting with providing housing for low income persons as Habitat's successors and assigns, subject to the Agency's right to reasonably approve the agreement to effect such assignment or transfer. Agency may permit Habitat assignments or transfers of Habitat's interests under the Restriction to an Affiliate nonprofit public benefit corporation or for -profit corporation of Habitat, or to a limited partnership whose general partner is a nonprofit corporation, for -profit corporation or limited liability company is an Affiliate of Habitat or Habitat's general partner, which shall not be unreasonably withheld. 1.1.7. "Certificate of Occupancy" shall mean a temporary or final certificate of occupancy (or other equivalent entitlement, however designated) for the Initial Improvements. 1.1.8. "City" shall mean the City of Santa Ana, California, a charter city and municipal corporation. "City" shall also refer to the Agency where the context dictates, to the effect that the Agency shall have all the rights granted to the City hereunder. "City Council" shall mean the City Council of the City of Santa Ana. 1.1.9. "Claims" shall mean liens, claims, demands, suits, judgments, liabilities, damages, fines, losses, penalties, costs and expenses (including without limitation reasonable attorneys' fees and expert witness costs, and costs of suit), and sums reasonably paid in settlement of any of the foregoing. 1.1.10. "Effective Date" is defined in the introductory paragraph to this Lease, and shall be the date on which Tenant takes possession of the Premises and is entitled to commence construction pursuant to Article V, below. 1.1.11. "Event of Default" is defined in Section 11.1. 1.1.12. "Force Majeure Event" is defined in Article XIV. 1.1.13. "Hazardous Material(s)" is defined in Section 4.4. Page13 FOODIM11 1.1.14. "HCD" shall mean the California Department of Housing and Community Development. 1.1.15. "Improvements" shall mean and includes all buildings (including above- ground and below ground portions thereof, and all foundations and supports), building systems and equipment (such as HVAC, electrical and plumbing equipment), physical structures, fixtures, hardscape, paving, curbs, gutters, sidewalks, fences, landscaping and all other improvements of any type or nature whatsoever now or hereafter made or constructed on the Premises. The term Improvements shall mean the Initial Improvements and any replacement improvements constructed in accordance with the terms of this Lease. During the entire Term, the Improvements will be restricted to the following uses: (a) single-family affordable housing (ownership, rental or lease -to -own) restricted to and affordable to qualifying moderate income families (up to 120% of Area Median Income) or below; and (b) related community -serving uses as needed for the siting of the affordable housing units, as approved by the Lessor. 1.1.16. "Includes" shall mean "includes but is not limited to" and "including" shall mean "including but is not limited to." 1.1.17. "Initial Improvements" shall mean the Improvements (including the homes) that Developer intends to construct on the Premises during this Lease pursuant to the terms and provisions of the Inclusionary Grant Agreement. 1.1.18. "Laws" shall mean all laws, codes, ordinances, statutes, orders and regulations now or hereafter made or issued by any federal, state, county, local or other governmental agency or entity that are binding on and applicable to the Premises and Improvements. 1.1.19. "Lease" shall mean this Ground Lease (including any and all addenda, amendments and exhibits hereto), as now or hereafter amended. 1.1.20. "Leasehold Estate" is defined in Section 15.1.1. 1.1.21. "Leasehold Foreclosure Transferee" is defined in Section 15.1.2. 1.1.22. "Leasehold Mortgage" is defined in Section 15.1.3. 1.1.23. "Leasehold Mortgagee" is defined in Section 15.1.4. 1.1.24. "Lender" shall mean: (a) a bank, savings bank, investment bank, savings and loan association, mortgage company, insurance company, trust company, commercial credit corporation, real estate investment trust, pension trust or real estate mortgage investment conduit; or (b) some other type of lender engaged in the business of making commercial loans, provided Page14 80A-71 that such other type of lender has total assets of at least $2,000,000 and capital/statutory surplus or shareholder's equity of at least $500,000,000 (or a substantially similar financial capacity if the foregoing tests are not applicable to such type of lender); or (c) a local, state or federal governmental entity, including but not limited to HCD, which provides predevelopment, acquisition, construction and/or permanent financing for Tenant's acquisition and development of the Property. 1.1.25. "Lessor's Interest" shall mean all of the Agency's interests in the real property, the Premises, this Lease and the existing and reversionary interest in the real property, Premises, as well as the Improvements upon the expiration of the Term or earlier termination thereof. 1.1.26. "Lessor Parties" shall mean, collectively and individually, the Agency and its respective Affiliates, governing boards, agents, employees, members, officers, directors and attorneys. 1.1.27. "Median Income for the Area" means the median income for the Orange County, California PMSA as most recently determined by HUD. Also may be referred to interchangeably in the Inclusionary Grant Documents as "Area Median Income" or "AMP'. 1.1.28. "New Lease" is defined in Section 15.7.1. 1.1.29. "Person" shall include firms, associations, partnerships, joint ventures, trusts, corporations and other legal entities, including public or governmental bodies, agencies or instrumentalities, as well as natural persons. 1.1.30. "Premises" shall mean the Vance Street Parcel, and as more particularly described in the Legal Description attached to this Lease as Exhibit "A" and incorporated herein by reference certain real property containing approximately 8,843 square feet of undeveloped land in the City, together with all easements, rights and privileges appurtenant thereto, to be leased to Tenant pursuant to this Lease and on which Developer intends to construct the Improvements. The legal description of the Premises is attached hereto as Exhibit A. A rendering showing the approximate boundaries of the Premises is attached hereto as Exhibit A-1. 1.1.31. "Project" shall mean the Initial Improvements, and all related appurtenances, to be constructed by Developer on the Premises pursuant to the Inclusionary Grant Agreement as described in Exhibit A thereof. 1.1.32. `Rent" shall mean and includes the Ninety -Nine Dollars of prepaid rent under this Lease and any additional sums payable to Habitat for the maintenance reserve fund. 1.1.33. "Risk Manager" shall mean the Risk Manager for the City, or designee, or upon written notice to Tenant, such other person as may be designated by the City Council. 1.1.34. "Term" is defined in Section 2.2. Page15 80A-72 1.1.35. "Transfer" is defined in Section 10.1. 1.1.36. "Transfer Notice" is defined in Section 10.4. 1.1.37. "WorIC shall mean both Developer's construction activity with respect to the Initial Improvements and also permitted future changes, alterations and renovations by Tenant to the Improvements, including, without limiting the generality of the foregoing, site preparation, landscaping, installation of utilities, street construction or improvement and grading or filling in or on the Premises. ARTICLE II LEASE OF PROPERTY 2.1 Lease of Premises. 2.1.1. Lessor hereby leases the Premises to Tenant for the Term, and Tenant hereby leases the Premises from Lessor for the Term, subject to the terms, conditions, covenants, restrictions and reservations of this Lease. 2.1.2. Warranty of Peaceful Possession. Except for Lessor inspections authorized by the Inclusionary Grant Agreement while Developer is in possession of the Premises as the Tenant, Lessor covenants and warrants that, subject to the Tenant's performance and observation of all of the covenants, obligations and agreements herein contained and provided to Tenant, Tenant shall and may peaceably and quietly have, hold, occupy, use and enj oy the Premises during the Term and may exercise all of their rights hereunder. Except as otherwise set forth herein, Lessor covenants and agrees that Lessor shall not grant any mortgage or lien on or in respect of its fee interest in the Premises unless the same is expressly subject and subordinate to this Lease and to any Leasehold Mortgage. 2.2 Term. The "Term" of this Lease shall commence on the Effective Date of this Lease, and shall expire at 12:00 midnight Pacific Standard Time on the ninety-nine (99) year anniversary of the Effective Date, unless sooner terminated as a result of Tenant's non-compliance with any terms, conditions, covenants, restrictions or reservations of this Lease. 2.3 Termination at End of Term. This Lease shall terminate without need of further actions of any Party at 12:00 midnight Pacific Standard Time on the last day of the Term. 2.4 Condition of the Premises. TENANT HEREBY ACCEPTS THE PREMISES "AS IS", AND ACKNOWLEDGES THAT THE PREMISES IS IN SATISFACTORY CONDITION. AGENCY MAKES NO WARRANTY, IMPLIED OR OTHERWISE, AS TO THE SUITABILITY OF THE PREMISES FOR TENANT'S PROPOSED USES. AGENCY MAKE NO COVENANTS OR WARRANTIES, IMPLIED OR OTHERWISE, RESPECTING THE CONDITION OF THE SOIL, SUBSOIL, OR ANY OTHER CONDITIONS OF THE PREMISES OR THE PRESENCE OF HAZARDOUS MATERIALS, NOR DOES AGENCY COVENANT OR WARRANT, IMPLIED OR OTHERWISE, AS TO THE SUITABILITY OF THE PREMISES FOR THE PROPOSED Page 16 DEVELOPMENT, CONSTRUCTION OR USE BY TENANT. AGENCY SHALL NOT BE REQUIRED OR OBLIGATED TO MAKE ANY CHANGES, ALTERATIONS, ADDITIONS, IMPROVEMENTS OR REPAIRS TO THE PREMISES. TENANT SHALL RELY ON ITS OWN INSPECTION AS TO THE SUITABILITY OF THE PREMISES FOR THE INTENDED USE. 2.5 Limitations of the Leasehold. This Lease and the rights and privileges granted Tenant in and to the Premises are subject to all covenants, conditions, restrictions, and exceptions of record as of the date hereof or otherwise disclosed to Tenant prior to the date hereof, including those contained in the hiclusionary Grant Agreement applicable to Developer while Developer is the Tenant. Nothing contained in this Lease or in any document related hereto shall be construed to imply the conveyance to Tenant of rights in the Premises which exceed those owned by Lessor, or any representation or warranty, either express or implied, relating to the nature or condition of the Premises or Agency's interest therein. 2.6 Tenant's Investigation. Tenant acknowledges that it is solely responsible for investigating the Premises to determine the suitability thereof for the uses contemplated by Tenant. Tenant further acknowledges by executing this Lease that it has completed its investigation and has made such determinations as Tenant believes may be required under the circumstances. ARTICLE III RENT 3.1 Base Rent. Throughout the ninety-nine (99) year Term of this Lease, regardless of an earlier termination date, Lessor shall lease the Premises to the Tenant and Tenant's authorized assignees pursuant to the terms and conditions of this Lease, and the Tenant shall accept the lease of the Premises from the Lessor, at a base rent of one dollar and zero cents ($1.00) per year, the total amount of which base rent for the entire Term is ninety-nine dollars ($99.00), which total amount has been pre -paid upon the signing of this Lease by Tenant. 3.2 Triple Net Rent. It is the intent of the Parties that all rent shall be absolutely net to Lessor and that, except as otherwise provided herein, Tenant will pay all costs, charges, insurance premiums, taxes, utilities, expenses and assessments of every kind and nature incurred for, against or in connection with the Premises which arise or become due during the Term as a result of Tenant's use and occupancy of the Premises. Under no circumstances or conditions, whether now existing or hereafter arising, or whether beyond the present contemplation of the Parties, shall Lessor be obligated or required to make any payment of any kind whatsoever or be under any other obligation or liability under this Lease except as expressly provided herein. 3.2.L Taxes. During the Term, Tenant and Tenant's authorized assignees shall pay directly to the taxing authorities all Taxes (as herein defined) at least ten (10) days prior to delinquency thereof. For purposes hereof, "Taxes" shall include any form of assessment, license fee, license tax, business license fee, commercial rental tax, levy, penalty, sewer use fee, real property tax, charge, possessory interest tax, tax or similar imposition (other than inheritance or estate taxes), imposed by any authority having the direct or indirect power to tax, including any city, county, state or federal government, or any school, agricultural, lighting, drainage, flood control, water pollution control, Page 17 public transit or other special district thereof, as against any legal or equitable interest of Agency in the Premises or any payments in lieu of taxes required to be made by Agency, including, but not limited to, the following: (a) Any assessment, tax, fee, levy, improvement district tax, charge or similar imposition in substitution, partially or totally, of any assessment, tax, fee, levy, charge or similar imposition previously included within the definition of Taxes. It is the intention of Tenant and Lessor that all such new and increased assessments, taxes, fees, levies, charges and similar impositions be included within the definition of "Taxes" for the purpose of this Lease. (b) Any assessment, tax, fee, levy, charge or similar imposition allocable to or measured by the area of the Premises or the rent payable hereunder, including, without limitation, any gross income tax or excise tax levied by the city, county, state or federal government, or any political subdivision thereof, with respect to the receipt of such rent, or upon or with respect to the possession, leasing, operating, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises, or any portion thereof, (c) Any assessment, tax, fee, levy, charge or similar imposition upon this transaction or any document to which Tenant is a party, creating or transferring an interest or an estate in the Premises, including any possessory interest tax levied on the Tenant's interest under this Lease; (d) Any assessment, tax, fee, levy, charge or similar imposition by any governmental agency related to any transportation plan, fund or system instituted within the geographic area of which the Premises are a part. The definition of "Taxes," including any additional tax the nature of which was previously included within the definition of "Taxes," shall include any increases in such taxes, levies, charges or assessments occasioned by increases in tax rates or increases in assessed valuations, whether occurring as a result of a sale or otherwise. 3.2.2. Contest of Taxes. Tenant and Tenant's authorized assignees shall have the right to contest, oppose or object to the amount or validity of any Taxes or other charge levied on or assessed against the Premises and/or Improvements or any part thereof; provided, however, that the contest, opposition or objection must be filed before such time the Taxes or other charge at which it is directed becomes delinquent. Furthermore, no such contest, opposition or objection shall be continued or maintained after the date the tax, assessment or other charge at which it is directed becomes delinquent unless Tenant has either: (i) paid such tax, assessment or other charge under protest prior to its becoming delinquent; or (ii) obtained and maintained a stay of all proceedings for enforcement and collection of the tax, assessment or other charge by posting such bond or other matter required by law for such a stay; or (iii) delivered to Lessor a good and sufficient undertaking in an amount specified by Lessor and issued by a bonding corporation authorized to issue undertakings in California conditioned on the payment by Tenant of the tax, assessments or charge, together with any fines, interest, penalties, costs and expenses that may have accrued or been imposed thereon within thirty (30) days after final determination of Tenant's contest, opposition or objection to such tax, assessment or other charge. 3.2.3. Payment by Lessor. Should Tenant and Tenant's authorized assignees fail to pay any Taxes required by this Article III to be paid by Tenant and Tenant's authorized assignees within the time specified herein, subject to Tenant's right to contest such Taxes in accordance with Section 3.2.2, and if such amount is not paid by Tenant and Tenant's authorized assignees within fifteen Page 18 (15) days after receipt of Lessor's written notice advising Tenant of such nonpayment, Agency may, without further notice to or demand on Tenant, pay, discharge or adjust such tax, assessment or other charge for the benefit of Tenant. In such event Tenant shall promptly on written demand of Agency reimburse Agency for the full amount paid by Agency in paying, discharging or adjusting such tax, assessment or other charge, together with interest at the Interest Rate from the date advanced until the date repaid. 3.2.4. Operating Costs. Tenant and Tenant's authorized assignees shall pay all Operating Costs during the Term prior to delinquency. As used in this Lease, the term "Operating Costs" shall mean all charges, costs and expenses related to the Premises, including, but not limited to, management, operation, maintenance, overhaul, improvement, replacement or repair of the Improvements and/or the Premises. 3.2.5. Utility Costs. Tenant and Tenant's authorized assignees shall pay all Utility Costs during the Term prior to delinquency. As used in this Lease, the term "Utility Costs" shall include all charges, surcharges, taxes, connection fees, service fees and other costs of installing and using all utilities required for or utilized in connection with the Premises and/or the Improvements, including without limitation, costs of heating, ventilation and air conditioning for the Premises, costs of furnishing gas, electricity and other fuels or power sources to the Premises, and the costs of furnishing water and sewer services to the Premises. Tenant and Tenant's authorized assignees agrees to indemnify and hold harmless the Agency against any liability, claim, or demand for the late payment or non-payment of Utility Costs. ARTICLE IV USE OF PREMISES 4.1 Permitted Use of Premises. Developer may use the Premises for the authorized construction, development and entitlement of the Initial Improvements as set forth in the Inclusionary Grant Agreement. Upon issuance of the Certificate of Occupancy, or similar document as applicable, as set forth in the Inclusionary Grant Agreement, Tenant may use the Premises for residential occupancy, subject to Agent's rights to enforce the Affordability and Maintenance Restriction. Tenant use of the Premises may include: 4.1.1. Required Services and Uses. Lessor's primary purpose for entering into this Lease is to promote the development of the Improvements consistent with this Lease. hi furtherance of that purpose, Tenant shall construct and during the entire Term operate, maintain, replace and repair the Improvements in a manner consistent with the Laws and for the following uses: (a) single-family affordable housing restricted to and affordable to qualifying moderate income families (up to 120% of Area Median Income) or below; and (b) related community -serving uses as needed for the siting of the affordable housing units, as approved by the Lessor. Page 19 4.1.2. Ancillary Services and Uses. Subject to the prior written approval of Lessor, which approval may be granted or withheld in the sole discretion of the Lessor, those additional services and uses which are ancillary to and compatible with the required services and uses set forth in Section 4.1. L, above. 4.1.3. Additional Concessions or Services. Such other additional facilities, concessions, and services as Tenant and Lessor may jointly from time to time reasonably determine to be reasonably necessary for the use of the Premises and which are otherwise permitted by Law for the sole purpose to provide affordable housing and/or emergency shelter. 4.1.4. Restricted Use. The services and uses listed in this Section 4.1, both required and optional, shall be the only services and uses permitted. Tenant agrees not to use the Premises for any other purpose or engage in or permit any other activity within or from the Premises unless approved in writing by the Lessor, which approval may be granted or withheld in the sole discretion of the Lessor. 4.1.5. Continuous Use. Upon receiving a Certificate of Occupancy, or similar document as applicable, for the Initial Improvements, Agent shall use good faith efforts to sell the homes and assign the Lease to qualifying families. Agent shall thereafter seek to obtain continuing possession and use of the Premises by qualifying Tenants. Agent shall not allow the Premises to be vacant for any significant period of time except as may reasonably be required upon termination of an assignment to qualify another Tenant or in the case of a Force Majeure Event or as permitted in advance and in writing by the Lessor. 4.1.6. Permits and Licenses. Tenant shall be solely responsible to obtain, at its sole cost and expense, any and all permits, licenses or other approvals required for the uses permitted herein and shall maintain such permits, licenses or other approvals. 4.2 Nuisance; Waste. Tenant shall not maintain, commit, or permit the maintenance or commission of any nuisance as now or hereafter defined by any statutory or decisional law applicable to the Premises and Improvements or any part thereof. Tenant shall not commit or allow to be committed any waste in or upon the Premises or Improvements and shall keep the Premises and the Improvements thereon in good condition, repair and appearance. 4.3 Compliance with Laws. Tenant shall not use or permit the Premises or the Improvements or any portion thereof to be used in any manner or for any purpose that violates any applicable Laws. Tenant shall have the right to contest, in good faith, any such Laws, and to delay compliance with such Laws during the pendency of such contest (so long as there is no material threat to life, health or safety that is not mitigated by Tenant to the satisfaction of the applicable authorities). Lessor may cooperate with Tenant in all reasonable respects in such contest, including joining with Tenant in any such contest if Agency's joinder is required in order to maintain such contest; provided, however, that any such contest shall be without cost to Lessor, and Tenant shall indemnify, defend (with attorneys acceptable to Lessor), and hold harmless the Lessor from any and all claims, liabilities, losses, damages, or actions of any kind and nature, including reasonable attorneys' fees, arising or related to Tenant's failure to observe or comply with the contested Law during the pendency of the contest. Page 110 80A-77 4.4 Hazardous Materials. 4.4.1. Definition of Hazardous Materials. For purposes of this Lease, the term "Hazardous Material" or "Hazardous Materials" shall mean any hazardous or toxic substance, material, product, byproduct, or waste, which is or shall become regulated by any governmental entity, including, without limitation, the Lessor acting in their governmental capacity, the State of California or the United States government. 4.4.2. Use of Hazardous Materials. Except for those Hazardous Materials which are customarily used in connection with any permitted use of the Premises and Improvements under this Lease or during construction of the Initial Improvements by Developer as authorized in the Inclusionary Grant Agreement (which Hazardous Materials shall be used in compliance with all applicable Laws), Tenant or Tenant's employees, agents, independent contractors or invitees (collectively "Tenant Parties") shall not cause or permit any Hazardous Materials to be brought upon, stored, kept, used, generated, released into the environment or disposed of on, under, from or about the Premises (which for purposes of this Section shall include the subsurface soil and ground water). 4.4.3. Tenant Obligations. If the presence of any Hazardous Materials on, under or about the Premises caused or permitted by Tenant or Tenant Parties, and excluding Hazardous Materials existing on the Premises prior to the Effective Date (the "Existing Hazardous Materials"), results in (i) injury to any person, (ii) injury to or contamination of the Premises (or a portion thereof), or (iii) injury to or contamination or any real or personal property wherever situated, Tenant, at its sole cost and expense, shall promptly take all actions necessary or appropriate to return the Premises to the condition existing prior to the introduction of such Hazardous Materials to the Premises and to remedy or repair any such injury or contamination. Without limiting any other rights or remedies of Agency under this Lease, Tenant shall pay the cost of any cleanup or remedial work performed on, under, or about the Premises as required by this Lease or by applicable Laws in connection with the removal, disposal, neutralization or other treatment of such Hazardous Materials caused or permitted by Tenant or Tenant Parties, excluding the Existing Hazardous Materials. Notwithstanding the foregoing, Tenant shall not take any remedial action in response to the presence, discharge or release, of any Hazardous Materials on, under or about the Premises caused or permitted by Tenant or Tenant Parties, or enter into any settlement agreement, consent decree or other compromise with any governmental or quasi - governmental entity without first obtaining the prior written consent of the Lessor. All work performed or caused to be performed by Tenant as provided for above shall be done in good and workmanlike manner and in compliance with plans, specifications, permits and other requirements for such work approved by Lessor. 4.4.4. Indemnification for Hazardous Materials. (a) To the fullest extent permitted by law, Tenant hereby agrees to indemnify, hold harmless, protect and defend (with attorneys acceptable to Lessor) Lessor, its elected officials, officers, employees, agents, independent contractors, and the Premises, from and against any and all liabilities, losses, damages (including, but not limited, damages for the loss or restriction on use of rentable or usable space or any amenity of the Premises or damages arising from any adverse impact on marketing and diminution in the value of the Premises), judgments, fines, demands, claims, recoveries, deficiencies, costs and expenses (including, but not limited to, reasonable attorneys' fees, disbursements and court costs and all other professional or consultant's expenses), whether foreseeable Page III FOODYAWOO or unforeseeable (collectively, "Liabilities"), arising out of the presence, use, generation, storage, treatment, on or off -site disposal or transportation of Hazardous Materials on, into, from, under or about the Premises by Tenant or Tenant Parties, and excluding all Existing Hazardous Materials. (b) The foregoing indemnity shall also specifically include the cost of any required or necessary repair, restoration, clean-up or detoxification of the Premises and the preparation of any closure or other required plans. (c) The foregoing indemnity and defense obligations of this Lease shall survive its expiration or termination; provided, however, that the indemnity contained in this Section 4.4.4 shall not apply to any Liabilities arising or occurring (a) prior to the Effective Date of this Ground Lease, (b) after the expiration or earlier termination of the Term of this Ground Lease, (c) as a result of the grossly negligent or wrongful acts or omissions of Lessor, or (d) prior to assignment of the Lease to Tenant and following Tenant's assignment of the Lease to a new Tenant. 4.5 Access by Lessor. Lessor reserves the right for Agency and their authorized representatives to enter the Premises to inspect the land only, but not any Improvements constructed thereon, upon two (2) business days' prior written notice to Tenant, during normal business hours, in order to determine whether Tenant is complying with Tenant's obligations hereunder, or to enforce any rights given to Agency under this Lease. Lessor and its representatives must be accompanied by a representative of Tenant at all times while on the Property and obey Tenant's rules and regulations. Tenant acknowledges Lessor has the authority to enter the Premises land only and perform work on the Premises land only at any time as needed to provide immediate or necessary protection for the general public. Lessor shall indemnify and hold Tenant harmless from and against any loss, cost, damage or liability, including, without limitation, attorneys' fees, which results from Lessor's negligence, willful misconduct or gross negligence committed by any party acting under Lessor's authority, arising from Lessor's exercise of the rights granted by this Section 4.5. Upon reasonable belief that a violation of this section may be occurring, tenant shall allow the City to conduct an inspection of the Property after the date of construction completion, with reasonable notice. Tenant shall cure any defects or deficiencies found by the City while conducting such inspections within ten (10) business days of written notice thereof, or such longer period as is reasonable within the sole discretion of the City. 4.6 Recorded Covenant for Affordability and Maintenance Restrictions. Tenant agrees and covenant for the entire Term of this Lease, which covenant shall run with the Premises, that Agent shall have the rights to: (a) approve and limit future Tenants to moderate income households selected and approved by Agent; (b) limit the sale/resale price of the home at a price affordable to such moderate income households; (c) impose and collect a monthly capital improvements maintenance reserve fee to be kept in a segregated maintenance reserve account; (d) use funds contained in the maintenance reserve account from time to time for capital improvements to the Premises and to enter onto the Premises to carry out such works of improvements, all as set forth in the Affordability and Maintenance Restrictions (`Restrictions") attached hereto as Exhibit `B". The Restrictions shall have priority over and be senior to any and all Leasehold Mortgages. 4.6.1 Reserved. Page 112 4.6.2 Maintenance Restrictions. The Restrictions require that Agent shall have the right to require, and that Tenants shall be obligated to pay to Agent monthly payments established by Agent sufficient to fund a maintenance reserve for the ongoing maintenance of capital improvements required to preserve the home, including the roof, landscape and painting of the home, which funds Agent shall apply for those purposes as may become necessary, in Agent's reasonable discretion. ARTICLE V CONSTRUCTION OF IMPROVEMENTS 5.1 Construction of Improvements. 5.1.1. Initial Improvements. Developer shall be governed by the provisions of the Inclusionary Grant Agreement entered into concurrently with this Lease with respect to construction of the Initial Improvements. 5.1.2. Compliance with Laws and Permits. Tenant shall cause all Improvements made by Tenant after the Initial Improvements to be constructed in substantial compliance with all applicable Laws, including all applicable grading permits, building permits, and other permits and approvals issued by governmental agencies and bodies having jurisdiction over the construction thereof. 5.2 Ownership of Improvements. 5.2.1. For purposes of this Section 5.5, "Term" shall have the meaning stated in Section 2.2. 5.2.2. During Term. Title to the Improvements constructed or placed on the Premises by Developer are and shall be vested in Developer during the Term of this Lease, until the expiration or earlier termination thereof. Any and all depreciation, amortization and tax credits for federal or state purposes relating to the Improvements located on the Premises and any and all additions thereto shall be deducted or credited exclusively by Developer during the Term. The Parties agree for themselves and all persons claiming under them that the Improvements are real property. 5.2.3. Upon Expiration or Earlier Termination of Term. All Improvements on the Premises at the expiration or earlier termination of the Term of this Lease shall, without additional payment to Tenant, then become Lessor's property free and clear of all claims to or against them by Tenant and free and clear of all Leasehold Mortgages and any other liens and claims arising from Tenant's use and occupancy of the Premises, and with Taxes paid current as of the expiration or earlier termination date. Tenant shall upon the expiration or earlier termination of the Term deliver possession of the Premises and the Improvements to Lessor. Page 113 Fi M i ARTICLE VI REPAIRS, MAINTENANCE, ADDITIONS AND RECONSTRUCTION 6.1 Maintenance by Tenant. Throughout the Term of this Lease, Tenant shall, at Tenant's sole cost and expense, keep and maintain the Premises and any and all Improvements now or hereafter constructed and installed on the Premises in good order, condition and repair (i.e., so that the Premises does not deteriorate more quickly than its age and reasonable wear and tear would otherwise dictate) and in a safe and sanitary condition and in compliance with all applicable Laws in all material respects. Tenant shall not be obligated to pay for the repair or replacement of capital Improvements not covered by Property Insurance required by this Lease; provided, however, Tenant shall pay a monthly maintenance reserve fee to Agent to provide a sufficient reserve for capital improvements to the Premises in the event of repair or damage to the roof, landscape and paint, which amount shall be calculated by Agent, approved and set forth in the assignment of this Lease and sale of the home. Tenant shall maintain the Property (and all abutting grounds, sidewalks, roads, parking and landscape areas which Tenant is otherwise required to maintain) in good condition and repair; shall prudently preserve and protect its own as well as the City's interests in connection with the Property; shall not commit or permit any waste or deterioration of the Property (except for normal wear and tear); shall not abandon any portion of the Property or leave the Property unguarded or unprotected; and shall not otherwise act, or fail to act, in such a way as to unreasonably increase the risk of any damage to the Property or of any other impairment of City's interests. 6.2 Interior Improvements and Reconstruction of Improvements. Following the completion of construction of the Initial Improvements, Tenant shall have the right from time to time to make any interior improvements to the Improvements that are consistent with the Lessor's approved use of the Premises as reflected in this Lease, without Lessor's prior written consent, but with prior written notice to the Lessor (except in the event of an emergency, in which case no prior written notice shall be required but Tenant shall notify Lessor of any emergency work done as soon as practicable). Any additions or structural changes to the Improvements will require the approval of Agent. With prior written approval of Lessor, Tenant may restore and reconstruct the Improvements, and in that process make any modifications otherwise required by changes in Laws, following any damage or destruction thereto (whether or not required to do so under Article VII); and/or to make changes, revisions or improvements to the Improvements for uses consistent with the Lessor approved use of the Premises as reflected in this Lease. Tenant shall perform all work authorized by this Section at its sole cost and expense, including, without limitation, with insurance proceeds approved for such use in accordance with Article VII, if any, and in compliance with all applicable Laws in all material respects. 6.3 All Other Construction, Demolition, Alterations, Improvements and Reconstruction. Following the completion of construction of the Initial Improvements, and except as specified in Sections 6.1 and 6.2, any construction, alterations, additions, major repairs, demolition, improvements or reconstruction of any kind shall require the prior written consent of the Lessor. Tenant shall perform all work authorized by this Section at its sole cost and expense, including, without limitation, with insurance proceeds approved for such use in accordance with Article VII, if any, and in compliance with all applicable Laws in all material respects. 6.4 Requirements of Governmental Agencies. At all times during the Term of this Lease, Tenant, at Tenant's sole cost and expense, shall: (i) make all alterations, improvements, demolitions, Page 114 additions or repairs to the Premises and/or the Improvements required to be made by any law, ordinance, statute, order or regulation now or hereafter made or issued by any federal, state, county, local or other governmental agency or entity; (ii) observe and comply in all material respects with all Laws now or hereafter made or issued respecting the Premises and/or the Improvements; (iv) indemnify, defend and hold Agency, the Premises and the Improvements free and harmless from any and all liability, loss, damages, fines, penalties, claims and actions resulting from Tenant's failure to comply with and perform the requirements of this Article VI. 6.5 Lessor Obligations. Tenant specifically acknowledges and agrees that Agency and Lessor Parties do not and shall not have any obligations with respect to the maintenance, alteration, improvement, demolition, replacement, addition or repair of any Improvements, except as set forth herein with respect to the maintenance reserve fund and the repairs to roofing, painting and landscape undertaken by Agent as set forth herein. 6.6 Lessor Reservations. Without limiting Lessor's rights with respect to the Premises, Lessor reserves for themselves, their successors and assigns those rights necessary to assure proper maintenance and operation of the Premises and to permit any steps to be taken which the Lessor deems necessary or desirable to maintain, repair, improve, modify or reconstruct the Premises. The rights reserved to Lessor in this section or any other section of this Lease shall be exercised by the Lessor at their sole discretion, unless otherwise provided herein. ARTICLE VII DAMAGE AND RESTORATION 7.1 Damage and Restoration. In the event the whole or any part of the Improvements shall be damaged or destroyed by fire or other casualty, damage or action of the elements which is fully covered by insurance required to be carried by Tenant pursuant to this Lease or in fact caused by Tenant, at any time during the Term, Tenant shall with all due diligence, at Tenant's sole cost and expense, repair, restore and rebuild the Improvements on substantially the same plan and design as existed immediately prior to such damage or destruction and to substantially the same condition that existed immediately prior to such damage, with any changes made by Tenant to comply with then applicable Laws and with any upgrades or improvements that Tenant may determine in its reasonable discretion. If Tenant desires to change the use of the Premises following such casualty, then Tenant may make appropriate changes to the Premises to accommodate such changed use after approval of such change of use by the Lessor pursuant to Article IV above. This Article shall not apply to cosmetic damage or alterations. In the event that Tenant shall determine, subject to the rights of the Leasehold Mortgagees, if applicable, by notice to the Lessor given by the later of ninety (90) days after the date of the damage or destruction or thirty (30) days after receipt by Tenant of any such insurance proceeds, that there are not adequate proceeds to restore the Improvements and/or the Premises to substantially the same condition in which they existed prior to the occurrence of such damage or destruction, then Tenant may terminate this Lease as of a date that is not less than thirty (30) days after the date of such notice. Notwithstanding Section 15.9, if Tenant terminates this Lease pursuant to this Section 7.1, Tenant shall surrender possession of the Premises to the Lessor immediately and assign to the Lessor (or, if same has already been received by Tenant, pay to the Lessor) all of its right, title and interest in and to the proceeds from Tenant's insurance upon the Premises. 7.2 Restoration. In the event of any restoration or reconstruction pursuant to this Section, all such work performed by Tenant shall be constructed in a good and workmanlike manner according to Page 115 FOODYMOON and in conformance with the Laws, rules and regulations of all governmental bodies and agencies and the requirements of this Lease applicable to the construction of the Initial Improvements. 7.3 No Rental Abatement. Tenant shall not be entitled to any abatement, allowance, reduction, or suspension of Rent because part or all of the Improvements become untenantable as a result of the partial or total destruction of the Improvements, and Tenant's obligation to keep and perform all covenants and agreements on its part to be kept and performed hereunder, shall not be decreased or affected in any way by any destruction of or damage to the Improvements; except as otherwise provided herein. 7.4 Application of Insurance Proceeds. If following the occurrence of damage or destruction to the Premises or Improvements, Tenant is obligated to or determines that there are adequate proceeds to restore the Premises and Improvements pursuant to this Article VII, then all proceeds from the insurance required to be maintained by Tenant on the Premises and the Improvements shall be applied to fully restore the same, and, subject to the rights of the Leasehold Mortgagees, if applicable, any excess proceeds shall be paid to Tenant and any deficit in necessary funds plus the amount of any deductible shall be paid by Tenant. If Tenant after commencing or causing the commencement of the restoration of Premises and Improvements shall determine that the insurance proceeds are insufficient to pay all costs to fully restore the Improvements, Tenant shall pay the deficiency and shall nevertheless proceed to complete the restoration of Premises and the Improvements and pay the cost thereof. Upon lien free completion of the restoration, subject to the rights of the Leasehold Mortgagees, if applicable, any balance of the insurance proceeds remaining over and above the cost of such restoration shall be paid to Tenant. 7.5 Exclusive Remedies. Notwithstanding any destruction or damage to the Premises and/or the Improvements, Tenant shall not be released from any of its obligations under this Lease, except to the extent and upon the conditions expressly stated in this Article VIL Agency and Tenant hereby expressly waive the provisions of California Civil Code Sections 1932(2) and 1933(4) with respect to any damage or destruction of the Premises and/or the Improvements and agree that their rights shall be exclusively governed by the provisions of this Article VII. 7.6 Damage Near End of Term. If, during the last three (3) years of the Term, as applicable, the Improvements shall be damaged or destroyed for which the repair and/or replacement cost is fifty percent (50%) or more of then replacement cost of the Improvements, then Tenant shall have the option, to be exercised within ninety (90) days after such damage or destruction: 7.6.L to notify the Lessor of its election to repair or restore the Improvements as provided in this Article VII; or 7.6.2. subject to the rights of Leasehold Mortgagees and such provisions of this Lease that survive termination, to terminate this Lease by notice to the Lessor, which termination shall be deemed to be effective as of the date of the damage or destruction. If Tenant terminates this Lease pursuant to this Section 7.6.2, Tenant shall surrender possession of the Leased Premises to the Lessor immediately and assign to the Lessor (or, if same has already been received by Tenant, pay to the Lessor) all of its right, title and interest in and to the proceeds from Tenant's insurance upon the Premises less (i) any costs, fees, or expenses incurred by Tenant in connection with the adjustment of the loss or collection of the proceeds, (ii) any reasonable costs incurred by Tenant in connection with the Premises after the damage or destruction, which costs are eligible for reimbursement from such Page 116 FOOMMOOF insurance proceeds, and (iii) the proceeds of any rental loss or business interruption insurance applicable prior to the date of surrender of the Premises to the Lessor. ARTICLE VIII INSURANCE AND INDEMNITY 8.1 Insurance. Prior to sale of the home and Developer assignment of the Tenant interest in the Lease to the home purchaser, Developer shall maintain the insurance required by the Inclusionary Grant Agreement. Thereafter, following assignment of the Lease by Developer to the home purchaser, to protect the Lessor against any and all claims and liability for death, injury, loss and damage resulting from the Tenant's actions in connection with this Lease and the Premises, the Tenant shall, at the Tenant's sole cost and expense, throughout the term of the Lease of the Premises, maintain the following insurance (or its then reasonably available equivalent), as applicable: (a) Liability Insurance in amounts reasonably required by City from time to time, and in no event less than $300,000 for "single occurrence'; (b) Property Insurance in amounts reasonably required by Lessor from time to time, and in no event less than $700,000; (c) Builder's Risk Insurance (during construction of Improvements only); and (d) Worker's Compensation Insurance (during construction of Improvements only). Additionally, the Tenant, to protect the Lessor, shall cause its contractors and subcontractors, at their sole cost and expense, to maintain Contractor's Insurance until issuance of a Certificate of Completion for the Project. 8.1.1 Nature of Insurance. All Liability Insurance, Property Insurance, Automobile Liability Insurance and Contractor's Insurance policies this Lease requires shall be issued by carriers that: (a) are listed in the then current `Best's Key Rating Guide Property/Casualty United States & Canada" publication (or its equivalent, if such publication ceases to be published) with a minimum financial strength rating of "A" and a minimum financial size category of "VII'; and (b) are admitted to do business in the State of California by the California Department of Insurance. The Tenant may provide any insurance under a "blanket" or "umbrella" insurance policy, provided that (i) such policy or a certificate of such policy shall specify the amount(s) of the total insurance allocated to the Premises, which amount(s) shall equal or exceed the amount(s) required by this Lease and shall not be reduced for claims made for other properties; and (ii) such policy otherwise complies with this Lease. 8.1.2 Policy Requirements and Endorsements. All insurance policies this Lease requires shall contain (by endorsement or otherwise) the following provisions: (a) Insured. Liability Insurance, Automobile Liability Insurance and Contractor's Insurance policies shall name the Lessor as "additional insured." The coverage afforded to the Lessor shall be at least as broad as that afforded to the Tenant and may not contain any terns, conditions, exclusions, or limitations applicable to the Lessor that do not apply to the Tenant. Page 117 (b) Primary Coverage. All policies shall be written as primary policies, not contributing to or in excess of any coverage that the Lessor may carry. (c) Contractual Liability. Liability Insurance policies shall contain contractual liability coverage, for the Tenant's indemnity obligations under this Lease. The Tenant's obtaining such contractual liability coverage shall satisfy any indemnity obligation of the Tenant under this Lease. (d) Deliveries to the Lessor. Within thirty (30) days following assignment of this Lease, and no later than twenty (20) days before any insurance required by this Lease expires, is cancelled or its liability limits are reduced or exhausted, the Tenant shall deliver to the Lessor certificates of insurance evidencing the Tenant's maintenance of all insurance this Lease requires. Each insurance carrier shall give the Lessor no less than thirty (30) calendar days' advance written Notice of any cancellation, non -renewal, material change in coverage or available limits of liability under any insurance policy required by this Lease. Also, phrases such as "endeavor to" and "but failure to mail such Notice shall impose no obligation or liability of any kind upon the company" shall not be included in the cancellation wording of any certificates of insurance or any coverage for the Lessor. (e) Waiver of Certain Claims. The Tenant shall attempt in good -faith to cause the insurance carrier for each Liability Insurance, Automobile Liability Insurance and Property Insurance policy to agree to a Waiver of Subrogation, if not already in the policy. To the extent that the Tenant actually obtains insurance with a Waiver of Subrogation, the Parties release each other, and their respective authorized representatives, from any claims for damage to any Person or property that are caused by or result from risks insured against under such insurance policies. (f) No Representation. Neither Party makes any representation that the limits, scope, or forms of insurance coverage this Lease requires are adequate or sufficient. (g) No Claims Made Coverage. None of the insurance coverage required under this Lease may be written on a claims -made basis. (h) Fully Paid and Non -Assessable. All insurance obtained and maintained by the Tenant in satisfaction of the requirements of this Lease shall be fully paid for and non -assessable. (i) Lessor Option to Obtain Coverage. During the continuance of an Event of Default arising from the Tenant's failure to carry any insurance required by this Lease, the Lessor may, at its sole option, purchase any such required insurance coverage and the Lessor shall be entitled to immediate payment from the Tenant of any premiums and associated costs paid by the Lessor for such insurance coverage. Any amount becoming due and payable to the Lessor under this Section that is not paid within fifteen (15) calendar days after written demand from the Lessor or for payment of such amount, with an explanation of the amounts demanded, will bear interest from the date of the demand at the rate of ten percent (10%) per annum or the maximum rate allowed by California law, whichever is less. Any election by the Lessor to purchase or not to purchase insurance otherwise required by the terms of this Lease to be carried by the Tenant Page 118 Foorlymoop shall not relieve the Tenant of its obligation to obtain and maintain any insurance coverage required by this Lease. 0) Cross -Liability; Severability of Interests. All Liability Insurance and Contractor's Insurance shall be endorsed to provide cross -liability coverage for the Tenant and the Lessor and to provide severability of interests. (k) Deductibles and Self -Insured Retentions. The Tenant shall pay or cause to be paid any and all deductibles and self -insured retentions under all insurance policies issued in satisfaction of the terms of this Lease regarding any claims relating to the Lessor. 8.2 Indemnification. 8.2.1 Obligations. The Lessor shall Indemnify the Tenant and the Tenant shall Indemnify the Lessor against any wrongful intentional act or negligence of the Indemnitor. The Tenant shall also Indemnify the Lessor against any and all of the following: (a) any license or permit or other use application made at the Tenant's request; (b) use, occupancy, management or operation of the Premises; (c) any agreements that the Tenant (or anyone claiming through the Tenant) makes regarding the Project; and, (d) any accident, injury or damage whatsoever caused to any Person in or on the Premises or the Project, except when resulting from Lessor entry onto the Premises. Notwithstanding anything to the contrary in this Lease, no Indemnitor shall be required to Indemnify any Indemnitee to the extent of the Indemnitee's wrongful intentional acts or negligence. 8.2.2 Limitation on Liability of the Lessor. Following the execution of the Lease, the Tenant is and shall be responsible for operation of the Premises and the Project, and the Lessor shall not be liable for any injury or damage to any property (of the Tenant or any other Person) or to any Person occurring on or about the Premises or the Project, except when resulting from Lessor entry onto the Premises and except to the extent caused by the Lessor's wrongful intentional act or negligence. 8.2.3 Strict Liability. The indemnification obligations of an Indemnitor shall apply regardless of whether liability without fault or strict liability is imposed or sought to be imposed on one or more Indemnitees. 8.2.4 Survival of Indemnification and Defense Obligations. The indemnity and defense obligations under this Lease shall survive the expiration or earlier termination of this Lease, until all claims against any of the Indemnitees involving any of the indemnified matters are fully, finally, absolutely and completely barred by applicable statutes of limitations, provided however, the indemnity and defense obligations shall not survive Tenant's assignment of the Lease obligations to a new Tenant, and the new Tenant shall thereafter be subject to those obligations. 8.2.5 Independent Duty to Defend. The duty to defend under this Lease is separate and independent of the duty to Indemnify. The duty to defend includes claims for which an Indemnitee may be liable without fault or strictly liable. The duty to defend applies immediately upon notice of a Claim, regardless of whether the issues of negligence, liability, fault, default or other obligation on the part of the Indemnitor or the Indemnitee have been determined. The duty to defend applies immediately, regardless of whether the Indemnitee has paid any amounts or Page 119 FOB OR incurred any detriment arising out of or relating (directly or indirectly) to any claims. It is the express intention of the Parties that an Indemnitee be entitled to obtain summary adjudication or summary judgment regarding an Indemnitor's duty to defend the Indemnitee, at any stage of any claim or suit, within the scope of the Indemnitor's indemnity obligations under this Lease. 8.3 Indemnification Procedures. Wherever this Lease requires any Indemnitor to Indemnify any Indemnitee: 8.3.1 Prompt Notice. The Indemnitee shall promptly Notify the Indemnitor of any claim. To the extent, and only to the extent, that the Indemnitee fails to give prompt Notice of a Claim and such failure materially prejudices the Indemnitor in providing indemnity for such claim, the Indemnitor shall be relieved of its indemnity obligations for such claim. 8.3.2 Selection of Counsel. The Indemnitor shall select counsel reasonably acceptable to the Indemnitee. Counsel to Indemnitor's insurance carrier that is providing coverage for a claim shall be deemed reasonably satisfactory. Even though the hidemnitor shall defend the action, Indemnitee may, at its option and its own expense, engage separate counsel to advise it regarding the claim and its defense. The Indemnitee's separate counsel may attend all proceedings and meetings. The Indemnitor's counsel shall actively consult with the Indemnitee's separate counsel. The Indemnitor and its counsel shall, however, fully control the defense, except to the extent that the Indemnitee waives its rights to indemnity and defense for such claim. 8.3.3 Cooperation. The Indemnitee shall reasonably cooperate with the Indemnitor's defense of the Indemnitee, provided the Indemnitor reimburses the Indemnitee's actual out of pocket expenses (including Legal Costs) of such cooperation. 8.3.4 Settlement. The Indemnitor may, with the Indemnitee's consent, not to be unreasonably withheld, settle a claim. The Indemnitee's consent shall not be required for any settlement by which all of the following occur: (a) the Indemnitor procures (by payment, settlement, or otherwise) a release of the Indemnitee from the subject claim(s) by which the Indemnitee need not make any payment to the claimant; (b) neither the Indemnitee nor the Indemnitor on behalf of the Indemnitee admits liability; (c) the continued effectiveness of this Lease is not jeopardized in any way; and (d) the Indemnitee's interest in the Project is not jeopardized in any way. 8.3.5 Insurance Proceeds. The Tenant's Indemnitor obligations shall be reduced by net insurance proceeds the Indemnitee actually receives for the matter giving rise to indemnification obligation. ARTICLE IX CONDEMNATION 9.1 Definitions. 9.1.1. "Condemnation" means (i) the taking or damaging, including severance damage, by eminent domain or by inverse condemnation or for any public or quasi -public use under any statute, whether by legal proceedings or otherwise, by a Condemnor (hereinafter defined), and (ii) Page120 FOODIM46h a voluntary sale or transfer to a Condemnor, either under threat of condemnation or while condemnation legal proceedings are pending. 9.1.2. "Date of Taking" means the later of (i) the date actual physical possession is taken by the Condemnor; or (ii) the date on which the right to compensation and damages accrues under the law applicable to the Premises. 9.1.3. "Award" means all compensation, sums or anything of value awarded, paid or received for a Total Taking, a Substantial Taking or a Partial Taking (hereinafter defined), whether pursuant to judgment or by agreement or otherwise. 9.1.4. "Condemnor" means any public or quasi -public authority or private corporation or individual having the power of condemnation. 9.1.5. "Total Taking" means the taking by Condemnation of all of the Premises and all of the Improvements. 9.1.6. "Substantial Taking" means the taking by Condemnation of so much of the Premises or Improvements or both that one or more of the following conditions results, as reasonably determined by Tenant: (i) The remainder of the Premises would not be economically and feasibly usable by Tenant; and/or (ii) A reasonable amount of reconstruction would not make the Premises and Improvements a practical improvement and reasonably suited for the uses and purposes for which the Premises were being used prior to the Condemnation; and/or (iii) The conduct of Tenant's business on the Premises would be materially and substantially prevented or impaired. 9.1.7. "Partial Taking" means any taking of the Premises or Improvements that is neither a Total Taking nor a Substantial Taking. 9.1.8. "Notice of Intended Condemnation" means any notice or notification on which a reasonably prudent person would rely and which he would interpret as expressing an existing intention of Condemnation as distinguished from a mere preliminary inquiry or proposal. It includes but is not limited to service of a Condemnation summons and complaint on a Party hereto. The notice is considered to have been received when a Party receives from the Condemnor a notice of intent to condemn, in writing, containing a description or map reasonably defining the extent of the Condemnation. 9.2 Notice and Representation 9.2.1. Notification. The Party receiving a notice of one or more of the kinds specified below shall promptly notify the other Party of the receipt, contents and dates of such notice: (i) a Notice of Intended Condemnation; (ii) service of any legal process relating to the Condemnation of the Premises or Improvements; (iii) any notice in connection with any proceedings or negotiations with respect to such a Condemnation; (iv) any notice of an intent or willingness to make or negotiate a private purchase, sale or transfer in lieu of Condemnation. 9.2.2. Separate Representation. Agency and Tenant each have the right to represent its respective interest in each Condemnation proceeding or negotiation and to make full proof of his claims. No agreement, settlement, sale or transfer to or with the Condemnor shall be made without the consent of Agency and Tenant. Agency and Tenant shall each execute and deliver to the other any Page121 M . . instruments that may be required to effectuate or facilitate the provisions of this Lease relating to Condemnation. 9.3 Total or Substantial Taking. 9.3.1. Total Taking. On a Total Taking, this Lease shall terminate on the Date of Taking 9.3.2. Substantial Taking. If a taking is a Substantial Taking, Tenant may, with the consent of each Leasehold Mortgagee, to the extent required, by notice to Lessor given within ninety (90) days after Tenant receives a Notice of Intended Condemnation, elect to treat the taking as a Total Taking. If Tenant does not so notify Lessor, the taking shall be deemed a Partial Taking. 9.3.3. Early Delivery of Possession. Tenant may continue to occupy the Premises and Improvements until the Condemnor takes physical possession. At any time following Notice of Intended Condemnation, Tenant may in its sole discretion, with the consent of each Leasehold Mortgagee, to the extent required, elect to relinquish possession of the Premises to Lessor before the actual Taking. The election shall be made by notice declaring the election and agreeing to pay all Rent required under this Lease to the Date of Taking. Tenant's right to apportionment of or compensation from the Award shall then accrue as of the date that the Tenant relinquishes possession. 9.3.4. Apportionment of Award. On a Total Taking all sums, including damages and interest, awarded for the fee or leasehold or both shall be distributed and disbursed as finally determined by the court with jurisdiction over the Condemnation proceedings in accordance with applicable law. Notwithstanding anything herein to the contrary, Tenant shall be entitled to receive compensation for the value of its leasehold estate under this Lease including its fee interest in all Improvements, personal property and trade fixtures located on the Premises, its relocation and removal expenses, its loss of business goodwill and any other items to which Tenant may be entitled under applicable law. 9.4 Partial Taking 9.4.L Effect on Rent. On a Partial Taking this Lease shall remain in full force and effect covering the remainder of the Premises and Improvements, and Tenant shall not be entitled to any refund of the Base Rent. 9.4.2. Restoration of Improvements. Promptly after a Partial Taking, Tenant shall repair, alter, modify or reconstruct the Improvements ("Restoring") so as to make them reasonably suitable for Tenant's continued occupancy for the uses and purposes for which the Premises are leased. 9.4.3. Apportionment of Award. On a Partial Taking, Lessor shall be entitled to receive the entire award for such Partial Taking, except that (i) the proceeds of such Partial Taking shall first be applied towards the cost of Restoring the Premises pursuant to Section 9.4.2 and (ii) Tenant shall be entitled to receive any portion of such award allocated to Tenant's interest in any of Tenant's Improvements, Personal property and trade fixtures taken, and any part of the award attributable to the low income housing tax credits. 9.5 Waiver of Termination Rights. Both Parties waive their rights under Section 1265.130 of the California Code of Civil Procedure (and any successor provision) and agree that the right to Page122 F• • L • terminate this Lease in the event of Condemnation shall be governed by the provisions of this Article IX. ARTICLE X ASSIGNMENT AND ENCUMBERING 10.1 General. Except for assignment to Affiliates of Habitat, Habitat shall not assign its interest as Tenant under the Lease until the Certificate of Occupancy for the Initial Improvements, but may encumber the Premises with a Leasehold Mortgage to finance the Initial Improvements. Upon Certificate of Occupancy, or similar document as applicable, for the Initial Improvements, in order to enforce the Restrictions, Agent shall by means of an Agent right of first refusal to be contained in the Lease assignment and home purchase agreements consent to all assignment of the Tenant interest in the Lease and resale of the home ("Transfer," except for Leasehold Mortgages). Upon issuance of the Certificate of Completion, or similar document as applicable, Agent shall promptly seek to qualify and approve assignment of the Tenant interest in the Lease to a home purchaser who qualifies under and agrees to abide by the Restrictions. Agent's consent for Transfers shall be based upon compliance of the Transfer with the Affordability and Maintenance Restrictions, including those for Affordable Housing and Affordable Mortgage. 10.1.1. Such terms conditions, covenants, restrictions and reservations shall apply to each and every Transfer hereunder and shall be severally binding upon each and every parry thereto. Any document regarding the Transfer of the Premises or any part thereof shall not be inconsistent with the provisions of this Lease and in the event of any such inconsistency, the provisions of this Lease shall control. 10.1.2. Subleases from Tenants are absolutely prohibited Transfers. Assignments of Tenant Lease interests and sale of the home must be approved in writing and be in a form and with terms consented to by Agent, and in amount subject to the Affordability and Maintenance Restrictions. 10.2 Leasehold Mortgage. Under no circumstances may Tenant mortgage, encumber or hypothecate Lessor's Fee Interest, if any. 10.3 Transfer Procedure. If Tenant desires at any time to enter into a Transfer for which Agent's consent is required hereunder, Tenant shall provide Agent with written notice ("Transfer Notice") at least ninety (90) days prior to the proposed effective date of the Transfer. The Transfer Notice shall include (i) the name and address of the proposed transferee, (ii) the nature of the Transfer (e.g., whether an assignment, etc.), (iii) the proposed effective date of the Transfer, (iv) proposed terms of sale/assignment and compliance with the Affordability and Maintenance Restriction, (v) such financial information, including income and asset statements, as Agent may require to determine qualification of the transferee under the Restrictions, and (vi) a bank or other credit reference. Thereafter, Tenant and the proposed transferee shall furnish such supplemental information as Agent may reasonably request concerning the proposed transferee. Agent shall, no later than ninety (90) days after Lessor's receipt of the information specified above, deliver written notice to Tenant which shall (i) indicate whether Agent will give or withhold consent to the proposed Transfer, and (ii) if Agent withholds consent to the proposed Transfer, set forth a detailed Page 123 DYA • ' explanation of Agent's grounds for doing so. If Agent consents to a proposed Transfer, then Tenant may thereafter effectuate such Transfer to the proposed transferee based upon the specific terms of the Agent's approval and after execution of a consent to assignment by Agent in a form approved by the Agent, which approval shall not be unreasonably withheld, conditioned or delayed in the event that the assignment is consistent with the terms of this Lease; provided, however, that the provisions of this Section 10.3 shall not apply to any Transfer to a Foreclosure Transferee. 10.4 Liability of Transferors/Transferees For Lease Obligations. In the case of an assignment, including an assignment pursuant to Section 15.6.5, each assignee or transferee of this Lease shall assume in writing all of Tenant's obligations thereafter arising under this Lease. All assignees or transferees of any interest in this Lease or the Premises or Improvements (whether or not directly liable on this Lease) shall be subject to the terms, conditions, covenants, restrictions and reservations of this Lease. Except as otherwise provided in Section 15.6.5, the transferor may be released from all liability under this Lease only if the Permitted Transferee or other transferee agrees in writing to assume all of transferor's obligations and liabilities and provides to Lessor evidence of sufficient and adequate assets, including any required insurance policies, subject to approval by Habitat, which approval shall not be unreasonably withheld, that evidence said transferees' financial and otherwise competence to assume transferor's obligations and liability (an "Approved Release"). Except as otherwise provided in Section 15.6.5 and except for an Approved Release, for all other Transfers, any transferor of any interest in this Lease or the Premises or Improvements shall remain primarily liable for all obligations hereunder and shall be subject to the terms, conditions, covenants, restrictions and reservations of this Lease. Except as otherwise provided in Section 15.6.5 and except for an Approved Release, the Lessor may proceed directly against the transferor in its sole and absolute discretion, with no obligation to exhaust its remedies against the transferee. 10.5 Conditions of Certain Lessor Consent. 10.5.1. Lessor and Agent may withhold consent to a Transfer at its sole and absolute discretion if any of the following conditions exist: (a) An Event of Default exists under this Lease. (b) The prospective transferee has not agreed in writing to keep, perform, and be bound by all the terms conditions, covenants, restrictions and reservations of this Lease. (c) In the case of an assignment, the prospective transferee has not agreed in writing to assume all of transferor's obligations and liabilities. (d) All the material terms, covenants, and conditions of the Transfer that are relevant to the Agent's approval of the Transfer have not been disclosed in writing to the Lessor. 10.6 Transfer of Mortgages of Lessor's Interest. Notwithstanding anything to the contrary set forth in this Ground Lease, unless required by statute, court order or operation of law, Lessor shall not transfer, assign, pledge or hypothecate its fee interest in the Premises (other than to entities under common control with Lessor or other governmental entities under applicable law) without the prior written notice to Tenant and Leasehold Mortgagee. Any and all mortgages or liens placed or suffered by the Lessor encumbering the Lessor's fee interest in the Premises shall Page 124 be expressly subject and subordinate to this Lease, to all obligations of Lessor hereunder, to all of the rights, titles, interests, and estates of the Tenant created or arising hereunder, to each New Lease and to each Leasehold Mortgage. Furthermore, any Person succeeding to the Lessor's fee interest as a consequence of any conveyance, foreclosure or other transfer shall succeed to all of the obligations of the Lessor hereunder. ARTICLE XI DEFAULT AND 11.1 Event of Default. Each of the following events shall constitute an "Event of Default" by Tenant: 11.1.1. Failure to Pay. Tenant's failure or omission to pay any Rent or other sum payable hereunder on or before the date due where such failure shall continue for a period of five (5) days after written notice thereof from Lessor to Tenant; provided, however, that any such notice shall be in lieu of, and not in addition to, any notice required under California Code of Civil Procedure § 1161 et seq. 11.1.2. Failure to Perform. The failure or inability by Tenant to observe or perform any of its obligations under this Lease (other than those specified in Sections 11.1.2, 11.1.3, or 11.1.4, or 11.1.5 herein, which have their own notice and cure periods), where such failure shall continue for a period of thirty (30) days after written notice thereof from Lessor to Tenant or past any such longer period as reasonably agreed upon by the Tenant, Lessor in writing as may be necessary for completion of its cure; provided, however, that any such notice by Lessor shall be in lieu of, and not in addition to, any notice required under California Code of Civil Procedure Section 1161 et. seq.; provided, further, that if the nature of such failure is such that it can be cured by Tenant but that more than thirty (30) days are reasonably required for its cure (for any reason other than financial inability), then Tenant shall not be deemed to be in default if Tenant shall commence such cure within said thirty (30) days, and thereafter diligently pursues such cure to completion. 11.1.3. Abandonment. The abandonment (as defined in California Civil Code Section 1951.3) or vacation of the Premises by Tenant for a period of thirty (30) days or more. 11.1.4. Assignments. (a) The making by Tenant of any assignment of its leasehold estate under this Lease without Lessor's consent, as set forth in Article X; (b) A case is commenced by or against Tenant under Chapters 7, 11 or 13 of the Bankruptcy Code, Title 11 of the United States Code as now in force or hereafter amended and if so commenced against Tenant, the same is not dismissed within ninety (90) days of such commencement; (c) the appointment of a trustee or receiver to take possession of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease, where such seizure is not discharged within sixty (60) days; or Page 125 (d) Tenant's convening of a meeting of its creditors or any class thereof for the purpose of effecting a moratorium upon or composition of its debts. In the event of any such default, neither this Lease nor any interests of Tenant in and to the Premises shall become an asset in any of such proceedings. 11.1.5. Termination of and Failure to Reinstate Insurance Coverage. Termination of Tenant's insurance coverage and lack of reinstatement within ten (10) business days after notice from Lessor of such termination. 11.1.6. Failure to Provide Evidence of Insurance. Tenant's failure to provide Lessor with a valid and adequate certificate of insurance and endorsements, or binder, at any time during the Tenn of the Lease, within the time period required under Section 8.1.3. 11.1.7. Lessor's Consent and Approval of Transfer. Occupancy of the Premises by a prospective transferee, sublessee, or assignee which requires Lessor's consent or approval, before Lessor's written consent and approval of a Transfer is obtained as required in Section 10.1. 11.1.8. Tenant's failure to make any payment(s) as set forth in Sections 11.9. 11.2 Lessor's Remedies. If an Event of Default occurs, Lessor shall have the following remedies in addition to all rights and remedies provided by law or equity to which Lessor may resort cumulatively or in the alternative: 11.2.1. Termination of Lease. Subject to Article 15, as applicable, Lessor shall have the right to terminate this Lease and all rights of Tenant hereunder including Tenant's right to possession of the Premises. In the event that Lessor shall elect to so terminate this Lease then Lessor may recover from Tenant: (a) The worth at the time of award of the unpaid Rent and other charges, which had been earned as of the date of the termination hereof, plus (b) The worth at the time of award of the amount by which the unpaid Rent and other charges which would have been earned after the date of the termination hereof until the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; plus (c) The worth at the time of award of the amount by which the unpaid Rent and other charges for the balance of the Term hereof after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided; plus (d) Any other amount necessary to compensate Lessor for all the detriment proximately caused by Tenant's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, including, but not limited to, the cost of recovering possession of the Premises, expenses of reletting, including necessary repair, renovation and alteration of the Premises, reasonable attorneys' fees, expert witness costs; plus (e) Any other amount which Lessor may by law hereafter be permitted to recover from Tenant to compensate Lessor for the detriment caused by Tenant's default as permitted under applicable California law. Page 126 80A-93 11.2.2. Continue Lease in Effect. Lessor may continue this Lease in effect without terminating Tenant's right to possession and to enforce all of Lessor's rights and remedies under this Lease; provided, however, that Lessor may at any time thereafter elect to terminate this Lease for the underlying Event(s) of Default by notifying Tenant in writing that Tenant's right to possession of the Premises has been terminated. 11.2.3. Removal of Personal Property Following Termination of Lease. Lessor shall have the right, following a termination of this Lease and Tenant's rights of possession of the Premises under Section 11.2.1 above, to re-enter the Premises and, subject to applicable law, to remove Tenant's personal property from the Premises. Such property may be removed and stored in a public warehouse or elsewhere at the cost of and for the account of Tenant, or disposed of without such storage, in accordance with applicable California law. 11.3 Lessor's Right to Cure Tenant Defaults. If Tenant shall have failed to cure, after expiration of the applicable time for curing, a particular default under this Lease, Lessor may at their election, but are not obligated to, make any payment required of Tenant under this Lease or perform or comply with any term, agreement or condition imposed on Tenant hereunder, and the amount so paid plus the reasonable cost of any such performance or compliance, plus interest on such sum at the Interest Rate from the date of payment, performance or compliance until reimbursed shall be deemed to be Additional Rent payable by Tenant on Lessor's demand. Tenant's failure to reimburse the Lessor within 30 days of Lessor's demand shall constitute an Event of Default under this Lease. No such payment, performance or compliance shall constitute a waiver of default or of any remedy for default, or render Lessor liable for any loss or damage resulting from the same. 11.4 Lessor's Default. Lessor shall not be considered to be in default under this Lease unless Tenant has given Lessor written notice specifying the default, and either (i) as to monetary defaults, Lessor have failed to cure the same within ten (10) business days after written notice from Tenant, or (ii) as to nonmonetary defaults, Lessor have failed to cure the same within thirty (30) days after written notice from Tenant, or if the nature of Lessor's nonmonetary default is such that more than thirty (30) days are reasonably required for its cure, then such thirty (30) day period shall be extended automatically so long as Lessor commences a cure within such thirty (30) day period and thereafter diligently pursues such cure to completion. Tenant shall have no right to offset or abate alleged amounts owing by Lessor under this Lease against any amounts owing by Tenant under this Lease. Additionally, Tenant's sole remedy for any monetary default shall be towards the Lessor's interest in the property and not to any other assets. Any and all claims or actions accruing hereunder shall be absolutely barred unless such action is commenced within six (6) months of the event or action giving rise to the default. 11.5 Remedies Cumulative. All rights and remedies of Lessor contained in this Lease shall be construed and held to be cumulative, and no one of them shall be exclusive of the other, and Lessor shall have the right to pursue any one or all of such remedies or any other remedy or relief which may be provided by law, whether or not stated in this Lease.. 11.6 Waiver by Lessor. No delay or omission of Lessor to exercise any right or remedy shall be construed as a waiver of such right or remedy or any default by Tenant hereunder. No act or thing done by Agency's agents during the term of this Lease shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept a surrender shall be valid unless in writing and signed by Lessor. Page127 11.7 Conditions Deemed Reasonable. Tenant acknowledges that each of the conditions to a Transfer, and the rights of Lessor set forth in Article X in the event of a Transfer is a reasonable restriction for the purposes of California Civil Code Section 1951.4. 11.8 Waiver by Tenant. Tenant's waiver of any breach by Lessor of any term, covenant or condition herein contained shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition herein contained. 11.9 Tenant Covenants and Agreements. All covenants and agreements to be performed by Tenant under any of the terms of this Lease shall be performed by Tenant at Tenant's sole cost and expenses and without any abatement of Rent. If Tenant shall fail to pay any sum of money, other than Rent required to be paid by it hereunder, or shall fail to perform any other act on its part to be performed hereunder, or to provide any insurance or evidence of insurance to be provided by Tenant within the time period required under this Lease, then in addition to any other remedies provided herein, Lessor may, but shall not be obligated to do so, and without waiving or releasing Tenant from any obligations of Tenant, make any such payment or perform any such act on Tenant's part to be made or performed as provided in this Lease or to provide such insurance. Any payment or performance of any act or the provision of any such insurance by Lessor on Tenant's behalf shall not give rise to any responsibility of Lessor to continue making the same or similar payments or performing the same or similar acts. All costs, expenses, and other sums incurred or paid by Lessor in connection therewith, together with interest at the Interest Rate from the date incurred or paid by Lessor, shall be deemed to be Additional Rent hereunder and shall be paid by Tenant within thirty (30) days of receipt of a demand and invoice from Lessor, and Tenant's failure to pay the Lessor, as stated herein, shall constitute an Event of Default under this Lease. ARTICLE XII HOLDING OVER If Tenant holds over after the expiration or earlier termination of the Term hereof without the express written consent of Lessor, Tenant shall become a Tenant at sufferance only. If Tenant fails to surrender the Premises and the Improvements as stated herein, and Lessor shall take legal action to cause Tenant's eviction from the Premises and is successful in such action, Tenant shall be responsible for all costs and expenses, including reasonable attorney's fees and costs, incurred by Lessor in connection with such eviction action; Tenant shall also indemnify and hold Lessor harmless from all loss or liability or reasonable attorney's fees and costs, including any claim made by any succeeding tenant, incurred by Lessor founded on or resulting from such failure to surrender. ARTICLE XIII ESTOPPEL CERTIFICATES At any time and from time to time, within ten (10) business days after written request by either Agency or Tenant (the "requesting party"), the other Party (the "responding party") shall execute, acknowledge and deliver an estoppel certificate addressed to the requesting party, and/or Page 128 to such other beneficiary (as described below) as the requesting party shall request, certifying (i) that this Lease is in full force and effect, (ii) that this Lease is unmodified, or, if there have been modifications, identifying the same, (iii) the dates to which Rent has been paid in advance, (iv) that, to the actual knowledge of the responding party, there are no then existing and uncured defaults under the Lease by either Agency or Tenant, or, if any such defaults are known, identifying the same, and (v) any other factual matters (which shall be limited to the actual knowledge of the responding party) as may be reasonably requested by the requesting party. Such certificate may designate as the beneficiary thereof the requesting party, and/or any third party having a reasonable need for such a certificate (such as, but not limited to, a prospective purchaser, transferee or lender) and any such certificate may be relied upon by the Parties. ARTICLE XIV FORCE MAJEURE Unless otherwise specifically provided herein, the period for performance of any nonmonetary obligation by either Party shall be extended by the period of any delay in performance caused by Acts of God, strikes, boycotts, lock -outs, epidemic or pandemic, inability to procure materials not related to the price thereof, failure of electric power, riots, civil unrest, acts of terrorism, insurrection, war, declaration of a state or national emergency, weather that could not have reasonably been anticipated, changes in the Laws which would prevent the Premise from being operated in accordance with this Lease, or other reasons beyond the reasonable control of Agency, Tenant, or their respective agents or representatives (collectively, "Force Majeure Events"). In no event, however, shall Force Majeure Events include the financial inability of a Party to this Lease to pay or perform its obligations hereunder. Further, nothing herein shall extend the time for performance of any monetary obligation owing under this Lease (including Tenant's obligation to pay Rent owing hereunder). ARTICLE XV The Tenant shall be obligated by the separate Maintenance and Affordability Restrictions executed separately between the parties in regards to their operational obligations. ARTICLE XVI LEASEHOLD MORTGAGES 16.1 Definitions. The following definitions are used in this Article (and in other Sections of this Lease): 16.1.1. "Leasehold Estate" shall mean Tenant's leasehold estate in and to the Premises, including Tenant's rights, title and interest in and to the Premises and the Improvements, or any applicable portion thereof or interest therein. 16.1.2. "Leasehold Foreclosure Transferee" shall mean any person (which may, but need not be, a Leasehold Mortgagee) which acquires the Leasehold Estate pursuant to a Page 129 foreclosure, assignment in lieu of foreclosure or other enforcement of remedies under or in connection with a Leasehold Mortgage. 16.1.3. "Leasehold Mortgage" shall mean and includes a mortgage, deed of trust, security deed, conditional deed, deed to secure debt or any other security instrument (including any assignment of leases and rents, security agreement and financing statements) held by a Lender by which Tenant's Leasehold Estate is mortgaged to secure a debt or other obligation, including a purchase money obligation. 16.1.4. "Leasehold Mortgagee" shall mean a Lender which is the holder of a Leasehold Mortgage. 16.1.5. "Tenant" shall mean all of the following: (i) the Tenant under this Lease; (ii) an approved assignee or transferee of the Tenant under this Lease who is or becomes directly and primarily liable to Lessor; and (iii) any further assignee, transferee of any of the parties listed in (ii) who is or becomes directly and primarily liable to Lessor. 16.2 Tenant's Right to Encumber Leasehold Estate; No Right to Encumber Lessor's Fee Interest. Provided that an Event of Default has not occurred and is continuing, Tenant may, at any time during the Tenn of this Lease (with consent of Lessor after prior written notice providing evidence that all requirements of this Lease have been complied with, which consent shall not be unreasonably withheld, conditioned or delayed), encumber all or any portion of Tenant's Leasehold Estate with one (1) or more Leasehold Mortgages; provided, however: 16.2.1. Such Leasehold Mortgage(s) (as of the date recorded) shall not exceed (a) if recorded before completion of the Initial Improvements, One Hundred Percent (100%) of the costs of the Initial Improvements, or (b) if recorded after completion of the Initial Improvements, eighty percent (80%) of the Leasehold Estate value (including the value of all improvements) after completion; 16.2.2. That Tenant shall not have the power to encumber, and no Leasehold Mortgage shall encumber, Lessor's Fee Interest; 16.2.3. Except as expressly provided in this Lease, the Leasehold Mortgage and all rights acquired under it shall be subject to each and all of the covenants, conditions, and restrictions set forth in this Lease and to all rights and interests of Lessor hereunder; and 16.2.4. Nothing in this Lease shall be construed so as to require or result in a subordination in whole or in part in any way of the Lessor's Fee Interest to any Leasehold Mortgage, and; 16.2.5. Except as otherwise expressly provided herein, in the event of any conflict between the provisions of this Lease and the provisions of any such Leasehold Mortgage, the provisions of this Lease shall control. Tenant's encumbrance of its Leasehold Estate with a Leasehold Mortgage, as provided in this Section 15.2, shall not constitute an assignment or other Transfer under Article X or otherwise, nor shall any Tenant Leasehold Mortgagee, as such, be deemed to be an assignee or transferee of Page130 this Lease or of the Leasehold Estate so as to require such Leasehold Mortgagee, as such, to assume the Tenant's obligations and liabilities under this Lease. Notwithstanding the foregoing, if any Leasehold Mortgagee (or its nominee) acquires title to the Premises by foreclosure or deed in lieu thereof, any required consent of the Lessor under this Section 15.2 shall not be unreasonably withheld. 16.3 Notification to Lessor of Leasehold Mortgage. Tenant or any Leasehold Mortgagee shall, prior to making any Leasehold Mortgage, provide Lessor with written notice of such Leasehold Mortgage and the name and address of the Leasehold Mortgagee. At the time of notice, Tenant or such Leasehold Mortgagee shall furnish to Lessor a complete copy of any trust deed and note to be secured thereby, together with the name and address of the holder thereof. Thereafter, Tenant or any Leasehold Mortgagee shall notify Lessor of any change in the identity or address of such Leasehold Mortgagee. Lessor shall be entitled to rely upon the addresses provided pursuant to this Section for purposes of giving any notices required by this Article XV. 16.4 Notice and Cure Rights of Leasehold Mortgagees With Respect to Tenant Defaults. Lessor, upon delivery to Tenant of any notice of a default or demand for payment by Tenant under this Lease or a matter as to which Lessor may predicate or claim a default, will promptly deliver a copy of such notice to each Leasehold Mortgagee. Each notice or demand required to be given by Lessor to a Leasehold Mortgagee under this Lease shall be in writing and shall be given by certified or registered mail, postage prepaid, return receipt requested, to such Leasehold Mortgagee at the address(es) provided by such Leasehold Mortgagee, as applicable, to Lessor from time to time in writing and shall be effective upon receipt (or refusal to accept receipt). No notice or demand given by Lessor to Tenant shall be effective until the duplicate copy of such notice or demand to the Tenant shall have been effectively given to each Leasehold Mortgagee in accordance with this Lease. From and after the date such notice has been given to any Leasehold Mortgagee, such Leasehold Mortgagee shall have the same cure period for such default (or act or omission which is the subject matter of such notice) that is provided to Tenant under this Lease or as otherwise agreed upon by Agency and the Tenant, to commence and/or complete a cure of such default (or act or omission which is the subj ect matter of such notice). Lessor shall accept any and all performance by or on behalf of any Leasehold Mortgagee(s), including by any receiver obtained by any Leasehold Mortgagee(s), as if the same had been done by Tenant. Tenant authorizes each Leasehold Mortgagee to take any such action at such Leasehold Mortgagee's option, and hereby authorizes any Leasehold Mortgagee (or any receiver or agent) to enter upon the Premises for such purpose. 16.5 Limitation on Lessor's Termination Right. If following the delivery of notice pursuant to Section 15.4, above, the default by Tenant continues and is not cured by Tenant (or any Leasehold Mortgagee as allowed under Section 15.4, above), and such failure entitles Lessor to terminate this Lease, Lessor shall have no right to terminate this Lease unless Lessor shall notify in writing each and every Leasehold Mortgagee who has complied with Section 15.3 of Lessor's intent to so terminate at least sixty (60) days in advance of the proposed effective date of such termination. If any Leasehold Mortgagee, within such sixty (60) day period, (i) notifies Lessor of such Leasehold Mortgagee's desire to cure such default and initiates such cure and (ii) pays or cause to be paid the amount that is necessary to cure any monetary default as stated in such notice, if any, then Section 15.6 shall apply. The Lessor, at its sole discretion, may permit such additional Page131 .O • time as necessary for any Leasehold Mortgagee to commence the cure or make payment(s), as stated herein. If any Leasehold Mortgagee fails to respond to said notice of termination within the allotted sixty (60) days as consistent with the conditions of this Section 15.5, Lessor is entitled to immediately terminate this Lease. 16.6 Leasehold Mortgagee Foreclosure Period. If any Leasehold Mortgagee complies with Section 15.5 above, then the following provisions shall apply: 16.6.1. If Lessor's notice under Section 15.5 specifies only monetary Events of Default as the basis for Lessor's election to terminate this Lease, and Leasehold Mortgagee has fully paid the monetary amount designated by Lessor in its notice, then such payment shall be deemed to have cured the Event of Default. If Lessor's notice under Section 15.5 specifies both monetary and non -monetary Events of Default or non -monetary Events of Default as the basis for Lessor's election to terminate this Lease, and Leasehold Mortgagee has fully paid the monetary amount designated by Lessor in its notice, as applicable, then the date of termination specified in Lessor's notice shall be extended for a period of twelve (12) months, provided that such Leasehold Mortgagee shall, during such twelve (12) month period: (a) pay or cause to be paid all Rent under this Lease as the same becomes due (subject to the notice and cure rights expressly set forth herein); and (b) continue (subject to any stay as described in Section 15.6.2 below) its good faith efforts to perform (and complete performance of) all of Tenant's nonmonetary obligations under this Lease, excepting nonnionetary obligations (whether or not a default exists with respect thereto) that are not then reasonably susceptible of being cured by Leasehold Mortgagee; and (c) commence and pursue with reasonable diligence until completion (subject to any stay as described in Section 15.6.2 below) a judicial or nonjudicial foreclosure or other enforcement of remedies under its Leasehold Mortgage. 16.6.2. In the event of a judicial or non judicial foreclosure, the twelve (12) month period described in Section 15.6.1, above, shall automatically be extended by the length of any delay caused by any stay (including any automatic stay arising from any bankruptcy or insolvency proceeding involving Tenant), injunction or other order arising under applicable Laws or issued by any court (which term as used herein includes any other governmental or quasi -governmental authority having such power) (the foregoing being collectively referred to as a "Stay"). Further, Leasehold Mortgagee's obligations stated in Section 15.6.1(b) and (c) shall be automatically suspended during any period that any Stay prevents Leasehold Mortgagee from taking any such actions. Nothing herein, however, shall be construed to extend this Lease beyond the Term hereof nor to require a Leasehold Mortgagee to continue such foreclosure proceedings after the Event of Default has been cured. If the Event of Default has been cured and the Leasehold Mortgagee shall discontinue such foreclosure proceedings, this Lease shall continue in full force and effect as if Tenant had not defaulted under this Lease. 16.6.3. In the event the Leasehold Mortgage requires a new lease between the Lessor and the Leasehold Mortgagee, Lessor shall enter into such new lease with the Leasehold Page132 • ' • • .� Mortgagee pursuant to Section 15.7, below, provided Lessor are provided with the necessary and adequate documents related to the new lease requirements in the Leasehold Mortgage as described in Section 15.7. 16.6.4. So long as any Leasehold Mortgagee is complying with Sections 15.6.1 and 15.6.2 above, then upon the acquisition of Tenant's Leasehold Estate by a Leasehold Foreclosure Transferee, this Lease shall continue in full force and effect as if Tenant had not defaulted under this Lease; provided that no Leasehold Foreclosure Transferee shall have any liability for the performance of any of the Tenant's obligations under this Lease until the Leasehold Foreclosure Transferee has acquired the Tenant's interest under the Lease, and then the Leasehold Foreclosure Transferee shall be liable for the performance of only those obligations of the Tenant arising from and after the effective date of the Leasehold Foreclosure Transferee's acquisition of the Tenant's Leasehold Estate. Any such Leasehold Foreclosure Transferee shall be deemed to be an assignee or transferee and shall be deemed to have agreed to perform all of the terms, covenants and conditions on the part of the Tenant to be performed hereunder from and after the effective date on which such Leasehold Foreclosure Transferee acquires title to the Leasehold Estate, but only for so long as such purchaser or assignee is the owner of the leasehold estate. 16.6.5. Any Leasehold Mortgagee (or its designee) that becomes a Leasehold Foreclosure Transferee, upon acquiring title to Tenant's Leasehold Estate without obtaining Lessor's consent and provided it is not in default of any of the provisions of this Lease, shall have a one-time right to assign the Leasehold Estate to Habitat. Upon such assignment, the Leasehold Foreclosure Transferee shall automatically be released of all obligations thereafter accruing under this Lease. Any subsequent Transfers occurring except for the one-time assignment permitted under this Section shall be subject to Article X. 16.7 Leasehold Mortgagee's Right to New Lease. 16.7.1. In the event of any termination of this Lease (including any termination because of an Event of Default, or because of any rejection or disaffirmance of this Lease pursuant to bankruptcy law or any other law affecting creditor's rights, but other than by reason of a Total Taking), Lessor shall give prompt written notice of such termination to each Leasehold Mortgagee and shall (subject to Section 15.8 below if more than one Leasehold Mortgagee then exists) enter into a new lease ("New Lease") of the Premises with the Leasehold Mortgagee holding the Leasehold Mortgage that has the most senior lien priority, in accordance with Section 15.8 below, or its designee, upon notice to Lessor by such Leasehold Mortgagee. The New Lease shall commence as of its effective date and shall continue for the remainder of the scheduled Term of this Lease, at the same Rent that is payable under this Lease, and on the same terms, conditions, covenants, restrictions and reservations that are contained in this Lease (including any extension options, purchase options and rights of first refusal, if any, provided for in this Lease), and subject to the rights of any tenants under residential subleases or other subtenants then in valid occupancy of the Premises and Improvements and further subject to any then existing senior Leasehold Mortgagees; provided that, substantially concurrently with the delivery of a notice by Leasehold Mortgagee requiring Lessor to enter into a New Lease, Leasehold Mortgagee shall pay to Lessor all Rent or any other amounts payable by Tenant hereunder which are then due and shall commence and proceed with diligence to cure all nonmonetary defaults under this Lease, other than those Page133 80A-100 nonrnonetary defaults which are personal to the foreclosed tenant and impossible for the Leasehold Mortgagee to remedy. 16.7.2. If such Leasehold Mortgagee elects to enter into a New Lease pursuant to Section 15.7.1 above, then Agency and the Leasehold Mortgagee (or its designee) shall promptly prepare and enter into a written New Lease; but until such written New Lease is mutually executed and delivered, this Lease shall govern, from and after the giving of notice pursuant to Section 15.7.1 but prior to the execution of the New Lease, the Lessor's and Leasehold Mortgagee's relationship with respect to the Premises and the Improvements and the Leasehold Mortgagee shall (i) be entitled to possession of the Premises and to exercise all rights of Tenant hereunder, (ii) pay to Lessor any Rent accruing under the New Lease as it becomes owing, and (iii) perform or cause to be performed all of the other covenants and agreements under this Lease. Further, at such time as the written New Lease is mutually executed and delivered, Leasehold Mortgagee (or its designee) shall pay to Lessor its reasonable expenses, including reasonable attorneys' fees and costs, incurred in connection with the preparation, execution and delivery of such written New Lease. In addition, upon execution of any such New Lease, Lessor shall execute, acknowledge and deliver to such Leasehold Mortgagee (or its designee) a grant deed, in recordable form, conveying to such Leasehold Mortgagee (or its designee) fee title to all Improvements in the event that title to such Improvements have vested with the City. 16.7.3. In the event that Lessor receives any net income (i.e., gross income less gross expenses on a cash basis), if any, from the Premises and Improvements during any period that Lessor may control the same, then the Leasehold Mortgagee under the New Lease shall be entitled to such net income received by Lessor except to the extent that it was applied to cure any default of Tenant. 16.7.4. All rights and claims of Tenant under this Lease shall be subject and subordinate to all right and claims of the tenant under the New Lease. 16.8 Multiple Leasehold Mortgages. If more than one Leasehold Mortgagee shall make a written request upon Lessor for a New Lease in accordance with the provisions of Section 17.7, then such New Lease shall be entered into pursuant to the request of the Leasehold Mortgagee holding the Leasehold Mortgage that has the most senior lien priority. Notwithstanding anything herein to the contrary, Lessor shall have no duty or obligation to resolve any disputes or conflicting demands between Leasehold Mortgagees. In the event of any conflicting demands made upon Lessor by multiple Leasehold Mortgagees, Lessor may (subject to any applicable court orders to the contrary) rely on the direction of the Leasehold Mortgagee whose Leasehold Mortgage is recorded first in time in the Official Records of the County, as determined by any national title company. 16.9 Condemnation and Insurance Proceeds. Notwithstanding anything to the contrary contained herein, all condemnation proceeds (other than proceeds payable on account of the value of the Lessor's Fee Interest as encumbered by this Lease) or insurance proceeds shall be subject to and paid in accordance with the requirements of the most senior (in order of lien priority) Leasehold Mortgage, subject, however, to any requirement in this Lease that, to the extent not in conflict with the terms of the applicable Leasehold Mortgage, such proceeds must be used to repair Page134 80A-101 and restore the Improvements to the Premises which were damaged or destroyed by such condemnation or casualty (including, without limitation, as requires I Article VII following a casualty and in Section 9.4.3 following a condemnation). The handling and disbursement of any such proceeds used to repair or restore the Improvements to the Premises shall be subject to the requirements of such senior Leasehold Mortgage. 16.10 Mortgagee Clauses. A standard mortgagee clause naming each Leasehold Mortgagee may be added to any and all insurance policies required to be carried by Tenant hereunder, provided that any such Leasehold Mortgagee shall hold and apply such insurance proceeds subject to the provisions of this Lease. 16.11 No Waiver. No payment made to Lessor by a Leasehold Mortgagee shall constitute agreement that such payment was, in fact, due under the terms of this Lease; and a Leasehold Mortgagee having made any payment to Lessor pursuant to Lessor's wrongful, improper or mistaken notice or demand shall be entitled to the return of any such payment or portion thereof. 16.12 Fees and Costs. Tenant agrees to reimburse Lessor for its reasonable attorneys' fees and costs incurred in connection with Lessor's review and/or approval of any documentation which may be required in connection with any Leasehold Mortgage by Tenant as provided herein. 16.13 No Termination, Cancellation, Surrender or Modification. Without the prior written consent of each Leasehold Mortgagee, (a) this Lease may not be terminated or cancelled by mutual agreement of Agency and Tenant, (b) Lessor may not accept the surrender of this Lease or the Leasehold Estate created hereunder without the consent of each Leasehold Mortgagee, and (c) this Lease may not be amended, modified or supplemented (and any action taken in furtherance of any of the foregoing without the required consent of each Leasehold Mortgagee shall be void and of no effect). In addition, if any term or provision of this Lease gives Tenant the right to terminate or cancel this Lease, in whole or in part, no such termination or cancellation shall be or become effective unless Tenant has first received approval in writing by each Leasehold Mortgagee. ARTICLE XVII GENERAL CONDITIONS & MISCELLANEOUS PROVISIONS 17.1 Signs. Tenant agrees not to construct, maintain, or allow billboards or outdoor advertising signs upon the Premises. Unapproved billboards or advertising signs may be removed by Lessor without prior notice to Tenant. 17.2 Nondiscrimination. Tenant agrees not to discriminate against any person or class of persons by reason of sex, age (except as permitted by law), race, color, creed, physical handicap, or national origin in the activities conducted pursuant to this Lease. 17.3 Taxes and Assessments. Pursuant to California Revenue and Taxation Code Section 107.6, Tenant is specifically informed that this Lease may create a possessory interest which is subject to the payment of taxes levied on such interest. It is understood and agreed that all taxes and assessments (including but not limited to said possessory interest tax) which become due and payable upon the Premises or upon fixtures, Page135 80A-102 equipment, or other property installed or constructed thereon, shall be the full responsibility of Tenant, and Tenant shall cause said taxes and assessments to be paid promptly. 17.4 Quitclaim of Interest upon Termination. Upon termination of this Lease for any reason whatsoever in accordance with the terms of the Lease, Tenant shall execute, acknowledge, and deliver to Lessor, within five (5) business days, a good and sufficient deed, in a form as approved by the Lessor, whereby all right, title, and interest of Tenant in the Premises is quitclaimed back to Lessor ("Quitclaim Deed"). The Quitclaim Deed shall then be recorded by Lessor to remove any cloud on title created by this Lease. 17.5 Public Records. Tenant acknowledges that any written information submitted to and/or obtained by Lessor from Tenant or any other person or entity having to do with or related to this Lease and/or the Premises, either pursuant to this Lease or otherwise, is a "public record" open to inspection and copying by the public pursuant to the California Public Records Act (Government Code §6250, et seq.) ("CPRA") as now in force or hereafter amended, or any Law in substitution thereof, or otherwise made available to the public, unless such information is exempt from disclosure pursuant to the applicable sections of CPRA. In the event that a CPRA request is made for any financial statements and records of Tenant and the Lessor determines that the records must be turned over, the Lessor will give Tenant written notice prior to turning over such records so that Tenant can take any necessary action, including, but not limited to, injunctive relief, to prevent Lessor from turning over such Tenant financial statements and records. However, failure to provide such written notice would not preclude production of the documents as required by the CPRA or other pertinent Law, and would not constitute a breach of this Lease Agreement. 17.6 Attorney's Fees. In any action or proceeding brought to enforce or interpret any provision of this Lease, or where any provision hereof is validly asserted as a defense, each Party shall bear its own attorneys' fees and costs. 17.7 Reserved. 17.8 Declaration of Knowledge by Tenant. Tenant warrants that Tenant has carefully examined this Lease and by investigation of the site and of all matters relating to the Lease arrangements has fully informed itself as to all existing conditions and limitations affecting the construction of the Lease improvements and of the uses contemplated hereunder. 17.9 Governing Law. This Lease shall be governed by and construed in accordance with the laws of the State of California and of the City. 17.10 Venue. The Parties hereto agree that this Lease has been negotiated and executed in the State of California and shall be governed by and construed under the laws of California. hi the event of any legal action to enforce or interpret this Lease, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California, and the Parties hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure Section 394. Furthermore, the Parties hereto specifically agree to waive any and all rights to request that an action be transferred for trial to another county. Page136 80A-103 17.11 Headings and Titles. The captions of the Articles or Sections of this Lease are only to assist the Parties in reading this Lease and shall have no effect upon the construction or interpretation of any part hereof. 17.12 Interpretation. Whenever required by the context of this Lease, the singular shall include the plural and the plural shall include the singular. The masculine, feminine and neuter genders shall each include the other. In any provision relating to the conduct, acts or omissions of Tenant, the term "Tenant" shall include Tenant's agents, employees, contractors, invitees, successors or others using the Premises with Tenant's expressed or implied permission. In any provision relating to the conduct, acts or omissions of Agency, the term "Agency" or "Lessor" shall include Agency's agents, employees, contractors, invitees, successors or others using the Premises with Agency's expressed or implied permission. 17.13 Ambiguities. Each Party hereto has reviewed this Lease with legal counsel, and has revised (or requested revisions of) this Lease based on the advice of counsel, and therefore any rules of construction requiring that ambiguities are to be resolved against a particular Party shall not be applicable in the construction and interpretation of this Lease or any exhibits hereto. 17.14 Successors and Assigns. Except as otherwise specifically provided in this Lease, all of the covenants, conditions and provisions of this Lease shall be binding upon and shall inure to the benefit of the Parties hereto and their respective heirs, personal representatives, successors and assigns. 17.15 Time is of the Essence. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. 17.16 Severability. If any term or provision of this Lease is held invalid or unenforceable to any extent under any applicable law by a court of competent jurisdiction, the remainder of this Lease shall not be affected thereby, and each remaining term and provision of this Lease shall be valid and enforceable to the fullest extent permitted by law. 17.17 Integration. This Lease together with the Inclusionary Grant Agreement, along with any exhibits, attachments or other documents affixed hereto or referred to herein and related Agency permits, constitute the entire agreement between Agency and Tenant relative to the leasing of the Premises. This Lease and such exhibits, attachments and other documents may be amended or revoked only by an instrument in writing signed by Agency and Tenant. Agency and Tenant hereby agree that no prior agreement, understanding or representation pertaining to any matter covered or mentioned in this Lease and Inclusionary Grant Agreement shall be effective for any purpose. 17.18 Notices. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered or sent by registered or certified mail, postage prepaid, return receipt requested, or electronic mail, shall be deemed received upon the earlier of (a) if personally delivered, the date of delivery to the address of the person to receive such notice, (b) if mailed, three (3) business days after the date of posting by the United States post office, (c) if given by electronic mail, when sent if before 5:00 p.m., otherwise on the next business day, or (d) if delivered by overnight delivery, one (1) business day after mailing. Page137 80A-104 Either Party may change the address for notices by giving the other Party at least ten (10) calendar days' prior written notice of the new address. If to Lessor: Housing Authority of the City of Santa Ana 20 Civic Center Plaza (M-26) P.O. Box 1988 Santa Ana, California 92702 Attn: 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 Tenant: c/o Habitat for Humanity of Orange County 2200 S. Ritchey Street Santa Ana, CA 92705 Attention: Executive Director or Chief Executive Officer With a copy to: 17.19 Amendments. Any changes to this Lease shall be in writing and shall be properly executed by all Parties. 17.20 Dispositions of Abandoned Property. If Tenant abandons or quits the Premises or is dispossessed thereof by process of law or otherwise, title to any personal property belonging to and left on the Premises thirty (30) days after such event shall, at Lessor's option, be deemed to have been transferred to Lessor. Lessor shall have the right to remove and to dispose of such property at Tenant's cost, including the cost of labor, materials, equipment and an administrative fee equal to fifteen percent (15%) of the sum of such costs without liability therefor to Tenant or to any person claiming under Tenant, and shall have no need to account therefor. At Lessor's option, Lessor may provide Tenant with an invoice for such costs, which invoice Tenant agrees to pay within fifteen (15) days of receipt. 17.21 No Partnership. This Lease shall not be construed to constitute any form of partnership or joint venture between Agency and Tenant. Except with respect to Agent's role as Lessor's agent in enforcing the Restrictions as to subsequent Tenants, Agency and Tenant mutually acknowledge that no business or financial relationship exists between them other than as Lessor and Tenant, and that Agency is not responsible in any way for the debts of Tenant or any other Party. 17.22 Authorization. Agency and Tenant (each, a "signing party") each represents and warrants to the other that the person or persons signing this Lease on behalf of the signing party has full authority to do so and that this Lease binds the signing party. Concurrently with the execution of this Lease, the Tenant shall deliver to the Lessor a certified copy of a resolution of Page138 80A-105 the signing party's board of directors or other governing board authorizing the execution of this Lease by the signing party. 17.23 Recording. This Lease itself shall not be recorded, but in the event that the Tenant encumbers the leasehold as set forth in Article XVII, a memorandum hereof may be recorded in the form of Exhibit C attached hereto (the "Memorandum"). The Memorandum may be executed concurrently with this Lease and thereafter recorded in the Official Records of the County Recorder on the Effective Date of this Lease has occurred. Tenant shall be responsible for the payment of all charges imposed in connection with the recordation of the Memorandum, including, without limitation, any documentary transfer tax imposed in connection with this transaction and all recording fees and charges. 17.24 Exhibits. This Lease contains the following exhibits, schedules and addenda, each of which is attached to this Lease and incorporated herein in its entirety by this reference: Exhibit A: Legal Description of the Premises Exhibit A-1: Rendering of the Premises Exhibit B: Affordability and Maintenance Restrictions Exhibit C: Form of Memorandum of Lease 17.25 Consent/Duty to Act Reasonably. Except as otherwise expressly provided herein, whenever this Lease grants Agency, Habitat and/or Tenant the right to take any action, grant any approval or consent, or exercise any discretion, Agency, Habitat and/or Tenant shall act reasonably and in good faith and take no action which might result in the frustration of the other Party's reasonable expectations concerning the benefits to be enjoyed under this Lease. 17.26 Counterparts. For the convenience of the Parties to this Lease, this Lease may be executed in several original counterparts, each of which shall together constitute but one and the same agreement. Original executed pages may be assembled together into one fully executed document. 17.27. No Merger. The interests created by this Lease shall not be extinguished by merger of any or all of the ownership interests the Premises or the Improvements in one person or entity. [Signatures on Following Pages] Page139 80A-106 IN WITNESS WHEREOF, the Parties have executed this Lease on the date first written above. TENANT HABITAT FOR HUMANITY OF ORANGE COUNTY, a nonprofit organization By: Sharon Ellis, Executive Director LESSOR HOUSING AUTHORITY OF THE CITY OF APPROVED AS TO FORM: SANTA ANA ACTING AS THE HOUSING SONIA CARAVALHO SUCCESSOR AGENCY AUTHORITY GENERAL COUNSEL a public body, corporate and politic By: QL By: Ryan O. Modge, Assistant City Attorney Steven A. Mendoza, Executive Director Date 10/29/2020 1 Date �i9 11 > r s9 7' !mot/ q L lee —#? t- .J C f ,Ve 14-b 1) 1 4— Page I 40 80A-107 IWOMM11:31111�7 Exhibit A Legal Description Lots 31 and 32 in Block 83 of the Town of Santa Ana East, as per map recorded in Book 10, Pages 43 and 44 of Miscellaneous Records, in the office of the County Recorder of said County. F1 1: EXHIBIT A-1 OF THE PREMISES Page 142 80A-109 IW:Cll 11161 EXHIBIT A-1 416 VANCE STREET SANTA ANA, CA VANCE STREET I W — SUBJECT of PROPERTY U II I PASCO LARET SUITER EXHIBIT N 416 VANCCEESTREET T � & ASSOCOATES San DkW I Solana Beach I OrengeCounty SCALE = 1" = 50' F SHEET 1 OF 1 Phone 949.661.66951 www.plsaaWneering cam 80A-110 EXHIBIT B FORM OF AFFORDABILITY AND MAINTENANCE RESTRICTIONS Page l41 80A-111 FREE RECORDING REQUESTED PURSUANT TO GOVERNMENT CODE SECTION 6103 & 27383 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 AFFORDABILITY AND MAINTENANCE RESTRICTIONS {Address: 416 Vance Street (APN 398-041-22)) THESE AFFORDABILITY AND MAINTENANCE RESTRICTIONS (the "Restrictions") are entered into by and between Habitat for Humanity of Orange County, a nonprofit organization ("Habitat"), as the "Tenant" under the Ground Lease for each of two parcels of Property (defined below), and the Housing Authority of the City of Santa Ana, a public body, corporate and politic ("City" and/or "Agency") as the "Lessor" under the Ground Lease for the above -referenced Premises. RECITALS: A. The City's Housing Opportunity Ordinance ("Ordinance") was originally adopted by the City Council on November 28, 2011 (Ordinance No. NS-2825), and is codified in Article XVIILI of the Santa Ana Municipal Code ("SAMC"). The Ordinance was amended by the City Council on September 1, 2015 (Ordinance No. NS-2881), on October 6, 2015 (Ordinance No. NS- 2885), and on September 1, 2020 (Ordinance No. NS-2994). The Ordinance established standards and procedures to encourage the development of housing that is affordable to a range of households with varying income levels. Pursuant to SAMC section 41-1904(c), developers may pay an in - lieu fee in certain instances to satisfy the inclusionary requirements. These funds are deposited into the Inclusionary Housing Fund, as defined by SAMC section 41-1901, and are to be used to increase and improve the supply of affordable housing per SAMC section 41-1909. B. Habitat requested financial assistance in connection with the proposed development of two (2) single-family detached homes ("Restricted Units") restricted for sale to moderate income families earning no more than 120% of the Orange County Area Median Income ("Project") to be located at 416 Vance Street (APN 398-041-22) and 826 N. Lacy Street (APN 398-041-22 ("Property"). The two (2) Restricted Units will be affordable to family households earning no more than 120% of the Area Median Income ("AMI"). C. On March 5, 2019, the City of Santa Ana authorized the City Manager and the Clerk of the Council to execute a pre -loan commitment letter with Habitat for $231,494 in Inclusionary 1076\53\1379664.2 Housing Funds for the development of the Project at the Property, subject to non -substantive changes approved by the City Manager and City Attorney. D. On November 17, 2020, the City of Santa Ana agreed to change the terms of the pre -loan commitment from a loan to a conditional grant. E. The amount of the Conditional Inclusionary Grant was determined based upon the City's review of the Habitat's request for the receipt of the Conditional Inclusionary Grant and the development proforma and projected cash flows for the Project submitted by the Habitat to the City ("Proforma"). The City Project Manager has authority to approve revised development proformas and projected cash flows for the Project; provided, however, that the Conditional Inclusionary Grant is not materially increased or extended. F. In furtherance of the Inclusionary Housing Program, Habitat applied to the City for a grant with which to: 1. Develop and construct the Project. G. The City, on certain terms and conditions, made such Inclusionary Grant to Developer in order to make possible the development and construction of the Project, thereby expanding the supply of decent, safe, sanitary and affordable housing within the City. H. If there is any inconsistency between Federal, State, and local guidelines with regard to any of the terms and conditions contained herein, the more stringent shall apply. I. The Inclusionary Grant Agreement and Ground Leases for the two parcels of the Property are entered into for the purpose of providing for affordable residential ownership units in the City of Santa Ana pursuant to the Inclusionary Housing Fund regulations and guidance. J. These Restrictions empower Habitat, as Lessor's Agent, following construction of the homes, to maintain the affordability of the Restricted Units and to maintain the certain components of the Premises that may not be covered by Tenant insurance under the Ground Lease for the Premises. NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, City and Developer agree as follows: 1. Definitions: "Affordable Housing" means the total housing costs paid by a qualifying household, which shall not exceed the fraction of gross income specified, as follows, in accordance with the State of California Department of Housing and Community Development pursuant to Health and Safety Code Section 50052.5(b)(4) and the U.S. Department of Housing and Urban Development (HUD): 80A'- 113 Moderate -Income Households. Thirty (30) percent of the income of a household earning one hundred and twenty (120) percent of the Median Income for the Area for for -sale units, adjusted for family size appropriate for the unit. "Affordable Mortgage" means the monthly mortgage payment, which does not exceed the maximum amount applicable to Moderate Income Households. "Agent" shall mean. with respect to Habitat's rights and responsibilities under this Restriction, Habitat or similarly situated non-profit public benefit organization assisting with providing housing for moderate -income persons as Habitat's successors and assigns, subject to the City's right to approve the agreement to effect such assignment or transfer. City shall permit Habitat assignments or transfers of Habitat's interests under the Restriction to an Affiliate nonprofit public benefit corporation or for -profit corporation of Habitat, or to a limited partnership whose general partner is a nonprofit corporation, for -profit corporation or limited liability company is an Affiliate of Habitat or Habitat's general partner "Applicable Law" shall mean those federal, state and local laws, ordinances, regulations, policies and procedures applicable to the Inclusionary Housing Funds. "City" means the City of Santa Ana, California, a charter city and municipal corporation. "City" shall also refer to the Housing Authority of the City of Santa Ana where the context dictates, to the effect that the Housing Authority of the City shall have all the rights granted to the City hereunder. "Governmental Authority" means any governmental or quasi -governmental agency, board, bureau, commission, department, court, administrative tribunal or other instrumentality or authority, and any public utility. "HUD" means the United States (U.S.) Department of Housing and Urban Development, and any successors or assigns thereof. "Improvements" means all improvements and fixtures now and hereafter comprising any portion of the Property, including, without limitation, landscaping, trees and plant materials; and offsite improvements, as required through the City of Santa Ana Planning and Building Agency entitlement process. "Inclusionary Grant" or "Conditional Inclusionary City Grant" means a grant in the original principal amount of up to two hundred, thirty-one thousand, four hundred and ninety-four dollars ($231,494) to be made to Developer by the City to be funded exclusively from the Inclusionary Housing Fund. "Laws" means all statutes, laws, ordinances, regulations, orders, writs, judgments, injunctions, decrees or awards of the United States or any state, county, municipality or other Governmental Authority. 80A' 114 "Lien" means any lien, mortgage, pledge, security interest, charge or encumbrance of any kind, including any conditional sale or other title retention agreement, any lease in the nature thereof, and any agreement to give any lien or security interest. "Median Income for the Area" means the median income for Orange County, California PMSA as most recently determined by HUD. Also may be referred to interchangeably in the Inclusionary Grant Documents as "Area Median Income" or "AMP'. "Premises" means that portion of the Property and any Improvements thereon that is located at 416 Vance Street (APN 398-041-22), Santa Ana, CA 92701, as more fully described in the "Legal Description" attached to the Agreement as Exhibit A and incorporated herein by reference. "Project" means the construction of the Improvements upon the Property by Developer pursuant to the Agreement. "Property" means the property that is located at 416 Vance Street (APN 398-041-22), Santa Ana, CA 92701 in the City of Santa Ana. "Restricted Units" means the two (2) "Housing Units" at the Project, which shall and will be restricted to an affordable home purchase price based on the California Health and Safety Code Section 50052.5 calculation methodology and the median incomes distributed by HUD for a period of not less than ninety-nine (99) years recorded against the Premises in the Official Records, County of Orange, California. "Term of Affordability" or "Affordability Period" means the terms and conditions contained herein shall remain in effect for ninety-nine (99) years from the date of the Ground Lease. 2. Use of the Premises. Except while Habitat is the initial Tenant under the Ground Lease, Tenant covenants and agrees, for itself, its successors, its assigns, and every successor in interest to the Premises any part thereof, that Tenant is a Moderate -Income Household, as provided in these Restrictions. Tenant agrees that during the Term of Affordability, the Premises shall be used only for decent, safe, sanitary and Affordable Housing pursuant to the affordability requirements of California Health and Safety Code ("H&S") sections 50052.5 and 33334.3, as applicable. 3. Premises Affordabilitv and Maintenance Restrictions. 3.1 Affordability Restrictions: A. Tenant agrees and covenants, which covenants shall run with the land and bind Tenant, its successors, its assign and every successor in interest to the Property that Tenant will only enter into Affordable Mortgages and only make the Restricted Unit on the Premises available for resale to Moderate Income Households at an Affordable Housing purchase price based on the California Health and Safety Code Section 50052.5 calculation methodology and the median incomes distributed by HUD during the Term of Affordability. Tenant agrees that, upon 80A4115 termination of Tenant's right in the Lease and/or resale of the Restricted Unit, Agent shall have the exclusive right to approve any assignment of the Lease and re -sale of the Restricted Unit, and that Tenant (other than Habitat) have no right to assign its interests in the Lease and/or to sell the Restricted Unit without such Agent approval other than to a Leasehold Mortgage lenders as a pledge to finance an Affordable Mortgage. Agent shall take all necessary steps to review the income of all homeowners prior to selling to them. Agent shall allow the City to conduct periodic reviews of homeowner files and files relating to affirmative marketing and outreach to ensure the Project's compliance with applicable regulations and guidelines. The interests of Leasehold Mortgage Lenders shall be subordinate to the Restrictions and to Agent's right to approve assignrent of the Tenant Leasehold interest and resale of the home to Qualifying Purchasers following foreclosure by the Leasehold Mortgage lenders. (1) Local Preference. Local preference for Santa Ana residents and workers in homebuyer selection shall be a requirement of the Project. Subject to the prohibition of discrimination and the granting of preferences in housing occupancy imposed by federal laws and regulations, the State of California, and by the City of Santa Ana Affordable Housing Funds Policies and Procedures, when selling the Restricted Unit and assigning its interests in the Lease, Tenant, with the assistance of Agent shall use its best efforts to sell the Restricted Unit and assign its interests in the Lease in the following order of priority: First priority shall be given to persons who have been permanently displaced or face permanent displacement from housing in Santa Ana as a result of any of the following: o A redevelopment project undertaken pursuant to California's Community Redevelopment Law (Health & Safety Code Sections 33000, et seq.) -- applicable only to projects funded by the Low and Moderate Income Housing Asset Fund. o Ellis Act, owner -occupancy, or removal permit eviction; o Earthquake, fire, flood, or other natural disaster; o Cancellation of a Housing Choice Voucher HAP Contract by property owner; or o Governmental Action, such as Code Enforcement. • Second priority shall be given to persons who are either: a. Residents of Santa Ana and/or b. Working in Santa Ana at least 32 hours per week for at 80A5116 least the last 6 months. B. The two (2) single-family detached homes will be restricted for sale to moderate income families earning no more than 120% of the Orange County Area Median Income based on the California Health and Safety Code Section 50052.5 calculation methodology and the median incomes distributed by HUD. C. These Restrictions shall be recorded in the Official Records of the County, and shall remain in first position on title and shall not be subordinated. 3.2 Maintenance of the Property: A. Maintenance Reserve Fee. Tenant agrees and covenants, which covenants shall run with the land and bind Tenant, its successors, its assign and every successor in interest to the Property that Tenant will pay to Habitat, as Agent for Lessor, a monthly maintenance reserve fee in an amount established by Habitat sufficient to maintain a reserve fund to pay for any required roof repairs, re- painting, landscaping and pest control/remediation for the Restricted Unit on the Premises, which amount shall be established by Habitat, in its sole discretion, and which fees shall be maintained by Habitat in a separate account and used as needed by Habitat for the purpose of paying for any required roof repairs, re -painting, landscaping and pest control/remediation, as determined to be necessary by Habitat and/or the City. Tenant shall allow Habitat and its agents and contractors access to the Premises at reasonable hours to carry out such maintenance by Habitat as Habitat may determine, in its sole discretion. B. Maintenance. Tenant agrees to maintain the roofing, exterior paint, and the landscaping in a clean and good condition and repair in compliance with all applicable housing quality standards and state and local code requirements, and keep the Property free from any accumulation of debris and waste materials. If at any time Tenant fails to maintain, or cause to be maintained, the roofing, exterior paint, and landscaping as required, and said condition is not corrected after the expiration of a reasonable period of time not to exceed thirty (30) days from the date of written notice from the City, unless such condition cannot reasonably be cured within thirty (30) days, in which case Tenant shall have such additional time as reasonably necessary to complete such cure, the City may perform the necessary maintenance and Tenant shall pay all reasonable costs incurred for such maintenance from the maintenance reserve fund detailed in section 3.2(A) above. C. Monitoring. Tenant shall allow the City to conduct periodic inspections of the roof, exterior paint, or landscaping after the date of construction completion, with reasonable notice. Tenant shall cure any defects or deficiencies found by the City while conducting such inspections within thirty (30) days of written notice thereof, or such longer period as is reasonable within the sole discretion of the City. 3.3 Obligation to Refrain from Discrimination: A. In Use of Property. Any party subject to the terms of these Affordability and Maintenance Restrictions covenants and agrees that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, disability, 80A`=117 sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property nor shall Habitat itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Property, as required by the Title VI of the Civil Rights Act of 1964, the Fair Housing Act (42 U.S.C. 3601-20) and all implementing regulations, and the Age Discrimination Act of 1975, and all implementing regulations. B. In Affordable Housing Restrictions. Any party subject to the terms of these Affordability and Maintenance Restrictions shall not refuse to sell a unit to a holder of a rental voucher under 24 CFR part 887 (Housing Choice Voucher Program) or to a holder of a comparable document evidencing participation in a federally funded tenant -based assistance program because of the status of the prospective tenant as a holder of such certificate of family participation, rental voucher, or comparable tenant -based assistance document. 4. Miscellaneous Provisions: A. Any sales prices of any of the Restricted Units must be for an amount not more than what is affordable to a moderate income family earning no more than 120% of the Orange County Area Median Income based on the California Health and Safety Code Section 50052.5 calculation methodology and the median incomes distributed by HUD. B. The covenants established in these Restrictions shall be binding for the benefit of and in favor of the City and its respective successors and assigns, without regard to technical classification and designation. These Restrictions shall remain in effect for the Term of Affordability. The covenants against discrimination shall remain in effect for the period of these Restrictions. C. The City is the beneficiary of the terms and provisions of these Restrictions and the covenants herein, both for and in its own right and for the purposes of protecting the interests of the community and other parties, public or private, for whose benefit these Restrictions and the covenants running with the land have been provided. The City shall have the right if the covenants are breached, to exercise all rights and remedies, and to maintain any actions or suits at law or in equity or other proper proceedings to enforce the curing of such breaches to which they or any other beneficiaries of these Restrictions and covenants are entitled. D. The covenants and agreements contained herein shall run with the land and shall remain in effect for the Term of Affordability. E. Upon a Transfer of the Property, the transferee will be obligated to meet with the Agent prior to closing of the Transfer to review the terms of these Restrictions and requirements of the transferee therein. Any failure of transferee to meet with the Agent as required would constitute a default under these Restrictions. 80A'-118 F. The Ground Lease and all of its attachments, including these Affordability Restrictions, shall be enforceable by the City in accordance with the default and remedy terms and procedures detailed in the Ground Lease. G. Reserved {Signatures on following page) 80A' 119 IN WITNESS WHEREOF, the parties hereto have caused these Affordability Restrictions on Transfer of Property to be executed on the date set forth at the beginning of these Restrictions. ATTEST: Daisy Gomez Recording Secretary APPROVED AS TO FORM Sonia R. Carvalho Authority General Counsel By: Ryan O. Hodge Assistant City Attorney HOUSING AUTHORITY OF THE CITY OF SANTA ANA, ACTING AS THE HOUSING SUCCESSOR AGENCY Steven A. Mendoza Executive Director {Signatures continue on following page) 80A`'--120 DEVELOPER: Habitat for Humanity of Orange County IC Sharon Ellis Its: Executive Director 80A°121 IWOMM11:31111�7 Exhibit A Legal Description Lots 31 and 32 in Block 83 of the Town of Santa Ana East, as per map recorded in Book 10, Pages 43 and 44 of Miscellaneous Records, in the office of the County Recorder of said County. 80A-122 EXHIBIT D FORM OF MEMORANDUM OF LEASE MEMORANDUM OF LEASE This is a Memorandum of Lease ("Memorandum") made and entered into as of this day of 120 , by and between the Housing Authority of the City of Santa Ana, a public body, corporate and politic (collectively, the "Lessor") and Habitat for Humanity of Orange County, a nonprofit organization, ("Tenant"), residing at , upon the following terms: 1. Lease. The provisions set forth in a written lease between the parties hereto dated ("Lease"), are hereby incorporated by reference into this Memorandum. 2. Subject Premises. The Premises which are the subject of the Lease are more particularly described as on Exhibit A, attached hereto 3. Effective Date of Lease. The Lease shall be deemed to have commenced on (the "Effective Date") as set forth within the terms of the Lease. 4. Term. The Term of the Lease shall be Ninety -Nine (99) years from the Effective Date as stated in the written Lease. The Term shall commence on the date hereof and terminate Ninety - Nine (99) years from the Effective Date. 5. Duplicate Copies of the originals of the Lease are in the possession of the Lessor and Tenant and reference should be made thereto for a more detailed description thereof and for resolution of any questions pertaining thereto. The addresses for Lessor and Tenant are as follows: If to Lessor: Housing Authority of the City of Santa Ana 20 Civic Center Plaza (M-26) P.O. Box 1988 Santa Ana, California 92702 Attn: 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 Tenant: c/o Habitat for Humanity of Orange County 2200 S. Ritchey Street Santa Ana, CA 92705 Attention: Executive Director or Chief Executive Officer With a copy to: Page144 80A-123 6. Purpose. It is expressly understood and agreed by all Parties that the sole purpose of this Memorandum is to give record notice of the Lease; it being distinctly understood and agreed that said Lease constitutes the entire lease and agreement between Lessor and Tenant with respect to the Premises and is hereby incorporated by reference. The Lease contains and sets forth additional rights, terms, conditions, duties, and obligations not enumerated within this instrument which govern the Lease. This Memorandum is for informational purposes only and nothing contained herein may be deemed in any way to modify or vary any of the terms or conditions of the Lease. In the event of any inconsistency between the terms of the Lease and this instrument, the terms of the Lease shall control. The rights and obligations set forth herein shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, representatives, successors, and assigns. IN WITNESS WHEREOF, the Parties hereto have executed this Memorandum pursuant to due authorization on the dates herein acknowledged. AGENCY: By: Name: Title: TENANT: By: Name: Title: Name: Title: Page 145 80A-124 EXHIBIT 6 0 HOUSING AUTHORITY OF THE CITY OF SANTA ANA GROUND LEASE —LACY STREET PARCEL Habitat for Humanity Affordable Housing Project at 826 N. Lacy Street (APN 398-041-22) THIS GROUND LEASE ("Lease") is made and effective as of the 17a' day of November, 2020 ("Effective Date") by and between the HOUSING AUTHORITY OF THE CITY OF SANTA ANA, a public body, corporate and politic, ("Lessor," "City" and/or "Agency") and HABITAT FOR HUMANITY OF ORANGE COUNTY, a nonprofit organization specializing in the construction of affordable housing for purchase by qualifying families ("Habitat," hereinafter called "Tenant" when referring to tenancy obligations of Habitat and its assigns, "Developer" when referring to Habitat obligations during Habitat's tenancy herein to develop Initial Improvements defined herein as those obligations are more particularly described in the Inclusionary Grant Agreement, or "Agent" when referring to Habitat obligations after Habitat's tenancy herein as Lessor's agent for enforcing the Restrictions defined herein) (also referred to hereinafter each as "Party" or collectively as the "Parties"). RECITALS A. Lessor owns that certain real property generally located at 416 Vance Street ("Vance Street Parcel" APN 398-041-22) and 826 N. Lacy Street ("Lacy Street Parcel" APN 398-041-22), Santa Ana, CA 92701 (the Vance Street Parcel and the Lacy Street Parcel, collectively as the "Property"),. B. Developer proposes to develop on the two Property parcels two (2) single-family detached homes ("Projecf') as generally described in Exhibit "A" to the concurrently executed Inclusionary Grant Agreement between Developer and the City. The homes will be made available for purchase and occupancy by qualifying moderate income families (up to 120% of Area Median Income) pursuant to assignment of this Lease and of the companion ground lease for the Lacy Street Parcel. C. On March 5, 2019, the Agency authorized the Executive Director of the Agency and the Recording Secretary to execute a pre -commitment letter with Tenant for a 99-year ground - lease of the Property for the development of the Project, subject to non -substantive changes approved by the Executive Director of the Housing Authority and Authority General Counsel. D. On March 5, 2019, the City authorized the City Manager and the Clerk of the City Council to execute a pre -loan commitment letter with Developer for $231,494 in Inclusionary Housing Funds for the development of the Project located at the Property, subject to non - substantive changes approved by the City Manager and City Attorney. The City has subsequently determined that instead of a loan, the funds will be disbursed as a grant. Page II 80A-125 iWa:11:110:1 E. The proposed Project will result in the redevelopment of underutilized land owned by the Agency, development of two affordable single-family homes for the benefit of local residents, and increased homeownership opportunities within the City produced by the Project. The proposed Project is intended to be developed by Developer pursuant to the terms and conditions for development of the Project contained in the Inclusionary Grant Agreement. F. Based on the reasons identified in Recital E, above, together with the commitments and obligations of Developer to develop the Property according to the Project as contained in the Inclusionary Grant Agreement, Lessor has determined that the lease of the Vance Street and Lacy Street Parcels to Habitat and its assigns as Tenant for occupancy of the homes is in the best interest of the Lessor. G. Lessor desires to lease the Lacy Street Parcel as more particularly described in the Legal Description attached to this Lease as Exhibit "A" and incorporated herein by reference ("Premises"), and the Tenant desires to enter into a lease of the Premises for the purposes of development of the Project and subsequent occupancy of the two homes on the Premises for Affordable Housing on the terms and conditions set forth in this Lease. H. Lessor and Tenant have jointly agreed to enter into this Lease as of the date set forth above. NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH THE PARTIES ACKNOWLEDGE, AND PURSUANT TO THE PROMISES AND COVENANTS SET FORTH IN THIS AGREEMENT, THE PARTIES AGREE, AS FOLLOWS: ARTICLE I DEFINITIONS 1.1 Definitions: The following defined terms used in this Lease shall have the meanings set forth below. Other teens are defined in other provisions of this Lease, and shall have the definitions given to such terms in such other provisions. 1.1.1. "Affiliate" shall mean, with respect to any person (which as used herein includes an individual, trust or entity), any other person which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such person. 1.1.2. "Affordability and Maintenance Restrictions" or "Restrictions" means that certain document affecting real property benefiting the Lessor, attached hereto and incorporated herein as Exhibit B. 1.1.3. "Affordable Housing" means the total housing costs paid by a qualifying household, which shall not exceed the fraction of gross income specified, as follows, in accordance with the State of California Department of Housing and Community Development pursuant to Health and Safety Code Section 50093(e): Moderate -Income Households. Thirty -Five (35) percent Page12 80A-126 iWa:11:110:1 of the income of a household earning one hundred and twenty (120) percent of the Median Income for the Area for for -sale units, adjusted for family size appropriate for the unit. 1.1.4. "Affordable Mortgage" means the monthly mortgage payment which does not exceed the maximum amount applicable to Moderate Income Households. 1.1.5. "Agency" shall mean the Housing Authority of the City of Santa Ana, acting as the Housing Successor Agency, a public body, corporate and politic, exercising governmental functions and powers, and organized and existing under the California Redevelopment Law. The principal office of the Agency is located at 20 Civic Center Plaza, Santa Ana, California 92702. "Agency" shall also refer to the City of Santa Ana where the context dictates, to the effect that the City of Santa Ana shall have or succeed to all rights granted to the Agency hereunder. 1.1.6. "Agent" shall mean, with respect to Habitat's rights and responsibilities under the Restriction, Habitat or similarly situated non-profit public benefit organization assisting with providing housing for low income persons as Habitat's successors and assigns, subject to the Agency's right to reasonably approve the agreement to effect such assignment or transfer. Agency may permit Habitat assignments or transfers of Habitat's interests under the Restriction to an Affiliate nonprofit public benefit corporation or for -profit corporation of Habitat, or to a limited partnership whose general partner is a nonprofit corporation, for -profit corporation or limited liability company is an Affiliate of Habitat or Habitat's general partner, which shall not be unreasonably withheld. 1.1.7. "Certificate of Occupancy" shall mean a temporary or final certificate of occupancy (or other equivalent entitlement, however designated) for the Initial Improvements. 1.1.8. "City" shall mean the City of Santa Ana, California, a charter city and municipal corporation. "City" shall also refer to the Agency where the context dictates, to the effect that the Agency shall have all the rights granted to the City hereunder. "City Council" shall mean the City Council of the City of Santa Ana. 1.1.9. "Claims" shall mean liens, claims, demands, suits, judgments, liabilities, damages, fines, losses, penalties, costs and expenses (including without limitation reasonable attorneys' fees and expert witness costs, and costs of suit), and sums reasonably paid in settlement of any of the foregoing. 1.1.10. "Effective Date" is defined in the introductory paragraph to this Lease, and shall be the date on which Tenant takes possession of the Premises and is entitled to commence construction pursuant to Article V, below. 1.1.11. "Event of Default" is defined in Section 11.1. 1.1.12. "Force Majeure Event" is defined in Article XIV. 1.1.13. "Hazardous Material(s)" is defined in Section 4.4. Page13 80A-127 iWa:11:110:1 1.1.14. "HCD" shall mean the California Department of Housing and Community Development. 1.1.15. "Improvements" shall mean and includes all buildings (including above- ground and below ground portions thereof, and all foundations and supports), building systems and equipment (such as HVAC, electrical and plumbing equipment), physical structures, fixtures, hardscape, paving, curbs, gutters, sidewalks, fences, landscaping and all other improvements of any type or nature whatsoever now or hereafter made or constructed on the Premises. The term Improvements shall mean the Initial Improvements and any replacement improvements constructed in accordance with the terms of this Lease. During the entire Term, the Improvements will be restricted to the following uses: (a) single-family affordable housing (ownership, rental or lease -to -own) restricted to and affordable to qualifying moderate income families (up to 120% of Area Median Income) or below; and (b) related community -serving uses as needed for the siting of the affordable housing units, as approved by the Lessor. 1.1.16. "Includes" shall mean "includes but is not limited to" and "including" shall mean "including but is not limited to." 1.1.17. "Initial Improvements" shall mean the Improvements (including the homes) that Developer intends to construct on the Premises during this Lease pursuant to the terms and provisions of the Inclusionary Grant Agreement. 1.1.18. "Laws" shall mean all laws, codes, ordinances, statutes, orders and regulations now or hereafter made or issued by any federal, state, county, local or other governmental agency or entity that are binding on and applicable to the Premises and Improvements. 1.1.19. "Lease" shall mean this Ground Lease (including any and all addenda, amendments and exhibits hereto), as now or hereafter amended. 1.1.20. "Leasehold Estate" is defined in Section 15.1.1. 1.1.21. "Leasehold Foreclosure Transferee" is defined in Section 15.1.2. 1.1.22. "Leasehold Mortgage" is defined in Section 15.1.3. 1.1.23. "Leasehold Mortgagee" is defined in Section 15.1.4. 1.1.24. "Lender" shall mean: (a) a bank, savings bank, investment bank, savings and loan association, mortgage company, insurance company, trust company, commercial credit corporation, real estate investment trust, pension trust or real estate mortgage investment conduit; or (b) some other type of lender engaged in the business of making commercial loans, provided Page14 80A-128 iWa:11:110:1 that such other type of lender has total assets of at least $2,000,000 and capital/statutory surplus or shareholder's equity of at least $500,000,000 (or a substantially similar financial capacity if the foregoing tests are not applicable to such type of lender); or (c) a local, state or federal governmental entity, including but not limited to HCD, which provides predevelopment, acquisition, construction and/or permanent financing for Tenant's acquisition and development of the Property. 1.1.25. "Lessor's Interest" shall mean all of the Agency's interests in the real property, the Premises, this Lease and the existing and reversionary interest in the real property, Premises, as well as the Improvements upon the expiration of the Term or earlier termination thereof. 1.1.26. "Lessor Parties" shall mean, collectively and individually, the Agency and its respective Affiliates, governing boards, agents, employees, members, officers, directors and attorneys. 1.1.27. "Median Income for the Area" means the median income for the Orange County, California PMSA as most recently determined by HUD. Also may be referred to interchangeably in the Inclusionary Grant Documents as "Area Median Income" or "AMP'. 1.1.28. "New Lease" is defined in Section 15.7.1. 1.1.29. "Person" shall include firms, associations, partnerships, joint ventures, trusts, corporations and other legal entities, including public or governmental bodies, agencies or instrumentalities, as well as natural persons. 1.1.30. "Premises" shall mean the Lacy Street Parcel, and as more particularly described in the Legal Description attached to this Lease as Exhibit "A" and incorporated herein by reference certain real property containing approximately 7,405 square feet of undeveloped land in the City, together with all easements, rights and privileges appurtenant thereto, to be leased to Tenant pursuant to this Lease and on which Developer intends to construct the Improvements. The legal description of the Premises is attached hereto as Exhibit A. A rendering showing the approximate boundaries of the Premises is attached hereto as Exhibit A-1. 1.1.31. "Project" shall mean the Initial Improvements, and all related appurtenances, to be constructed by Developer on the Premises pursuant to the Inclusionary Grant Agreement as described in Exhibit A thereof. 1.1.32. `Rent" shall mean and includes the Ninety -Nine Dollars of prepaid rent under this Lease and any additional sums payable to Habitat for the maintenance reserve fund. 1.1.33. "Risk Manager" shall mean the Risk Manager for the City, or designee, or upon written notice to Tenant, such other person as may be designated by the City Council. 1.1.34. "Term" is defined in Section 2.2. Page15 80A-129 iWa:11:110:1 1.1.35. "Transfer" is defined in Section 10.1. 1.1.36. "Transfer Notice" is defined in Section 10.4. 1.1.37. "WorIC shall mean both Developer's construction activity with respect to the Initial Improvements and also permitted future changes, alterations and renovations by Tenant to the Improvements, including, without limiting the generality of the foregoing, site preparation, landscaping, installation of utilities, street construction or improvement and grading or filling in or on the Premises. ARTICLE II LEASE OF PROPERTY 2.1 Lease of Premises. 2.1.1. Lessor hereby leases the Premises to Tenant for the Term, and Tenant hereby leases the Premises from Lessor for the Term, subject to the terms, conditions, covenants, restrictions and reservations of this Lease. 2.1.2. Warranty of Peaceful Possession. Except for Lessor inspections authorized by the Inclusionary Grant Agreement while Developer is in possession of the Premises as the Tenant, Lessor covenants and warrants that, subject to the Tenant's performance and observation of all of the covenants, obligations and agreements herein contained and provided to Tenant, Tenant shall and may peaceably and quietly have, hold, occupy, use and enj oy the Premises during the Term and may exercise all of their rights hereunder. Except as otherwise set forth herein, Lessor covenants and agrees that Lessor shall not grant any mortgage or lien on or in respect of its fee interest in the Premises unless the same is expressly subject and subordinate to this Lease and to any Leasehold Mortgage. 2.2 Term. The "Term" of this Lease shall commence on the Effective Date of this Lease, and shall expire at 12:00 midnight Pacific Standard Time on the ninety-nine (99) year anniversary of the Effective Date, unless sooner terminated as a result of Tenant's non-compliance with any terms, conditions, covenants, restrictions or reservations of this Lease. 2.3 Termination at End of Term. This Lease shall terminate without need of further actions of any Party at 12:00 midnight Pacific Standard Time on the last day of the Term. 2.4 Condition of the Premises. TENANT HEREBY ACCEPTS THE PREMISES "AS IS", AND ACKNOWLEDGES THAT THE PREMISES IS IN SATISFACTORY CONDITION. AGENCY MAKES NO WARRANTY, IMPLIED OR OTHERWISE, AS TO THE SUITABILITY OF THE PREMISES FOR TENANT'S PROPOSED USES. AGENCY MAKE NO COVENANTS OR WARRANTIES, IMPLIED OR OTHERWISE, RESPECTING THE CONDITION OF THE SOIL, SUBSOIL, OR ANY OTHER CONDITIONS OF THE PREMISES OR THE PRESENCE OF HAZARDOUS MATERIALS, NOR DOES AGENCY COVENANT OR WARRANT, IMPLIED OR OTHERWISE, AS TO THE SUITABILITY OF THE PREMISES FOR THE PROPOSED Page 16 80A-130 iWa:11:110:1 DEVELOPMENT, CONSTRUCTION OR USE BY TENANT. AGENCY SHALL NOT BE REQUIRED OR OBLIGATED TO MAKE ANY CHANGES, ALTERATIONS, ADDITIONS, IMPROVEMENTS OR REPAIRS TO THE PREMISES. TENANT SHALL RELY ON ITS OWN INSPECTION AS TO THE SUITABILITY OF THE PREMISES FOR THE INTENDED USE. 2.5 Limitations of the Leasehold. This Lease and the rights and privileges granted Tenant in and to the Premises are subject to all covenants, conditions, restrictions, and exceptions of record as of the date hereof or otherwise disclosed to Tenant prior to the date hereof, including those contained in the Inclusionary Grant Agreement applicable to Developer while Developer is the Tenant. Nothing contained in this Lease or in any document related hereto shall be construed to imply the conveyance to Tenant of rights in the Premises which exceed those owned by Lessor, or any representation or warranty, either express or implied, relating to the nature or condition of the Premises or Agency's interest therein. 2.6 Tenant's Investigation. Tenant acknowledges that it is solely responsible for investigating the Premises to determine the suitability thereof for the uses contemplated by Tenant. Tenant further acknowledges by executing this Lease that it has completed its investigation and has made such determinations as Tenant believes may be required under the circumstances. ARTICLE III RENT 3.1 Base Rent. Throughout the ninety-nine (99) year Term of this Lease, regardless of an earlier termination date, Lessor shall lease the Premises to the Tenant and Tenant's authorized assignees pursuant to the terms and conditions of this Lease, and the Tenant shall accept the lease of the Premises from the Lessor, at a base rent of one dollar and zero cents ($1.00) per year, the total amount of which base rent for the entire Term is ninety-nine dollars ($99.00), which total amount has been pre -paid upon the signing of this Lease by Tenant. 3.2 Triple Net Rent. It is the intent of the Parties that all rent shall be absolutely net to Lessor and that, except as otherwise provided herein, Tenant will pay all costs, charges, insurance premiums, taxes, utilities, expenses and assessments of every kind and nature incurred for, against or in connection with the Premises which arise or become due during the Term as a result of Tenant's use and occupancy of the Premises. Under no circumstances or conditions, whether now existing or hereafter arising, or whether beyond the present contemplation of the Parties, shall Lessor be obligated or required to make any payment of any kind whatsoever or be under any other obligation or liability under this Lease except as expressly provided herein. 3.2.1. Taxes. During the Term, Tenant and Tenant's authorized assignees shall pay directly to the taxing authorities all Taxes (as herein defined) at least ten (10) days prior to delinquency thereof. For purposes hereof, "Taxes" shall include any form of assessment, license fee, license tax, business license fee, commercial rental tax, levy, penalty, sewer use fee, real property tax, charge, possessory interest tax, tax or similar imposition (other than inheritance or estate taxes), imposed by any authority having the direct or indirect power to tax, including any city, county, state or federal government, or any school, agricultural, lighting, drainage, flood control, water pollution control, Page 17 80A-131 iWa:11:110:1 public transit or other special district thereof, as against any legal or equitable interest of Agency in the Premises or any payments in lieu of taxes required to be made by Agency, including, but not limited to, the following: (a) Any assessment, tax, fee, levy, improvement district tax, charge or similar imposition in substitution, partially or totally, of any assessment, tax, fee, levy, charge or similar imposition previously included within the definition of Taxes. It is the intention of Tenant and Lessor that all such new and increased assessments, taxes, fees, levies, charges and similar impositions be included within the definition of "Taxes" for the purpose of this Lease. (b) Any assessment, tax, fee, levy, charge or similar imposition allocable to or measured by the area of the Premises or the rent payable hereunder, including, without limitation, any gross income tax or excise tax levied by the city, county, state or federal government, or any political subdivision thereof, with respect to the receipt of such rent, or upon or with respect to the possession, leasing, operating, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises, or any portion thereof; (c) Any assessment, tax, fee, levy, charge or similar imposition upon this transaction or any document to which Tenant is a party, creating or transferring an interest or an estate in the Premises, including any possessory interest tax levied on the Tenant's interest under this Lease; (d) Any assessment, tax, fee, levy, charge or similar imposition by any governmental agency related to any transportation plan, fund or system instituted within the geographic area of which the Premises are a part. The definition of "Taxes," including any additional tax the nature of which was previously included within the definition of "Taxes," shall include any increases in such taxes, levies, charges or assessments occasioned by increases in tax rates or increases in assessed valuations, whether occurring as a result of a sale or otherwise. 3.2.2. Contest of Taxes. Tenant and Tenant's authorized assignees shall have the right to contest, oppose or object to the amount or validity of any Taxes or other charge levied on or assessed against the Premises and/or Improvements or any part thereof; provided, however, that the contest, opposition or objection must be filed before such time the Taxes or other charge at which it is directed becomes delinquent. Furthermore, no such contest, opposition or objection shall be continued or maintained after the date the tax, assessment or other charge at which it is directed becomes delinquent unless Tenant has either: (i) paid such tax, assessment or other charge under protest prior to its becoming delinquent; or (ii) obtained and maintained a stay of all proceedings for enforcement and collection of the tax, assessment or other charge by posting such bond or other matter required by law for such a stay; or (iii) delivered to Lessor a good and sufficient undertaking in an amount specified by Lessor and issued by a bonding corporation authorized to issue undertakings in California conditioned on the payment by Tenant of the tax, assessments or charge, together with any fines, interest, penalties, costs and expenses that may have accrued or been imposed thereon within thirty (30) days after final determination of Tenant's contest, opposition or objection to such tax, assessment or other charge. 3.2.3. Payment by Lessor. Should Tenant and Tenant's authorized assignees fail to pay any Taxes required by this Article III to be paid by Tenant and Tenant's authorized assignees within the time specified herein, subject to Tenant's right to contest such Taxes in accordance with Section 3.2.2, and if such amount is not paid by Tenant and Tenant's authorized assignees within fifteen Page 18 80A-132 iWa:11:110:1 (15) days after receipt of Lessor's written notice advising Tenant of such nonpayment, Agency may, without further notice to or demand on Tenant, pay, discharge or adjust such tax, assessment or other charge for the benefit of Tenant. In such event Tenant shall promptly on written demand of Agency reimburse Agency for the full amount paid by Agency in paying, discharging or adjusting such tax, assessment or other charge, together with interest at the Interest Rate from the date advanced until the date repaid. 3.2.4. Operating Costs. Tenant and Tenant's authorized assignees shall pay all Operating Costs during the Term prior to delinquency. As used in this Lease, the term "Operating Costs" shall mean all charges, costs and expenses related to the Premises, including, but not limited to, management, operation, maintenance, overhaul, improvement, replacement or repair of the Improvements and/or the Premises. 3.2.5. Utility Costs. Tenant and Tenant's authorized assignees shall pay all Utility Costs during the Term prior to delinquency. As used in this Lease, the term "Utility Costs" shall include all charges, surcharges, taxes, connection fees, service fees and other costs of installing and using all utilities required for or utilized in connection with the Premises and/or the Improvements, including without limitation, costs of heating, ventilation and air conditioning for the Premises, costs of furnishing gas, electricity and other fuels or power sources to the Premises, and the costs of furnishing water and sewer services to the Premises. Tenant and Tenant's authorized assignees agrees to indemnify and hold harmless the Agency against any liability, claim, or demand for the late payment or non-payment of Utility Costs. ARTICLE IV USE OF PREMISES 4.1 Permitted Use of Premises. Developer may use the Premises for the authorized construction, development and entitlement of the Initial Improvements as set forth in the Inclusionary Grant Agreement. Upon issuance of the Certificate of Occupancy, or similar document as applicable, as set forth in the Inclusionary Grant Agreement, Tenant may use the Premises for residential occupancy, subject to Agent's rights to enforce the Affordability and Maintenance Restriction. Tenant use of the Premises may include: 4.1.1. Required Services and Uses. Lessor's primary purpose for entering into this Lease is to promote the development of the Improvements consistent with this Lease. hi furtherance of that purpose, Tenant shall construct and during the entire Term operate, maintain, replace and repair the Improvements in a manner consistent with the Laws and for the following uses: (a) single-family affordable housing restricted to and affordable to qualifying moderate income families (up to 120% of Area Median Income) or below; and (b) related community -serving uses as needed for the siting of the affordable housing units, as approved by the Lessor. Page 19 80A-133 iWa:11:110:1 4.1.2. Ancillary Services and Uses. Subject to the prior written approval of Lessor, which approval may be granted or withheld in the sole discretion of the Lessor, those additional services and uses which are ancillary to and compatible with the required services and uses set forth in Section 4.1. L, above. 4.1.3. Additional Concessions or Services. Such other additional facilities, concessions, and services as Tenant and Lessor may jointly from time to time reasonably determine to be reasonably necessary for the use of the Premises and which are otherwise permitted by Law for the sole purpose to provide affordable housing and/or emergency shelter. 4.1.4. Restricted Use. The services and uses listed in this Section 4.1, both required and optional, shall be the only services and uses permitted. Tenant agrees not to use the Premises for any other purpose or engage in or permit any other activity within or from the Premises unless approved in writing by the Lessor, which approval may be granted or withheld in the sole discretion of the Lessor. 4.1.5. Continuous Use. Upon receiving a Certificate of Occupancy, or similar document as applicable, for the Initial Improvements, Agent shall use good faith efforts to sell the homes and assign the Lease to qualifying families. Agent shall thereafter seek to obtain continuing possession and use of the Premises by qualifying Tenants. Agent shall not allow the Premises to be vacant for any significant period of time except as may reasonably be required upon termination of an assignment to qualify another Tenant or in the case of a Force Majeure Event or as permitted in advance and in writing by the Lessor. 4.1.6. Permits and Licenses. Tenant shall be solely responsible to obtain, at its sole cost and expense, any and all permits, licenses or other approvals required for the uses permitted herein and shall maintain such permits, licenses or other approvals. 4.2 Nuisance; Waste. Tenant shall not maintain, commit, or permit the maintenance or commission of any nuisance as now or hereafter defined by any statutory or decisional law applicable to the Premises and Improvements or any part thereof. Tenant shall not commit or allow to be committed any waste in or upon the Premises or Improvements and shall keep the Premises and the Improvements thereon in good condition, repair and appearance. 4.3 Compliance with Laws. Tenant shall not use or permit the Premises or the Improvements or any portion thereof to be used in any manner or for any purpose that violates any applicable Laws. Tenant shall have the right to contest, in good faith, any such Laws, and to delay compliance with such Laws during the pendency of such contest (so long as there is no material threat to life, health or safety that is not mitigated by Tenant to the satisfaction of the applicable authorities). Lessor may cooperate with Tenant in all reasonable respects in such contest, including joining with Tenant in any such contest if Agency's joinder is required in order to maintain such contest; provided, however, that any such contest shall be without cost to Lessor, and Tenant shall indemnify, defend (with attorneys acceptable to Lessor), and hold harmless the Lessor from any and all claims, liabilities, losses, damages, or actions of any kind and nature, including reasonable attorneys' fees, arising or related to Tenant's failure to observe or comply with the contested Law during the pendency of the contest. Page 110 80A-134 iWa:11:110:1 4.4 Hazardous Materials. 4.4.1. Definition of Hazardous Materials. For purposes of this Lease, the term "Hazardous Material" or "Hazardous Materials" shall mean any hazardous or toxic substance, material, product, byproduct, or waste, which is or shall become regulated by any governmental entity, including, without limitation, the Lessor acting in their governmental capacity, the State of California or the United States government. 4.4.2. Use of Hazardous Materials. Except for those Hazardous Materials which are customarily used in connection with any permitted use of the Premises and Improvements under this Lease or during construction of the Initial Improvements by Developer as authorized in the Inclusionary Grant Agreement (which Hazardous Materials shall be used in compliance with all applicable Laws), Tenant or Tenant's employees, agents, independent contractors or invitees (collectively "Tenant Parties") shall not cause or permit any Hazardous Materials to be brought upon, stored, kept, used, generated, released into the environment or disposed of on, under, from or about the Premises (which for purposes of this Section shall include the subsurface soil and ground water). 4.4.3. Tenant Obligations. If the presence of any Hazardous Materials on, under or about the Premises caused or permitted by Tenant or Tenant Parties, and excluding Hazardous Materials existing on the Premises prior to the Effective Date (the "Existing Hazardous Materials"), results in (i) injury to any person, (ii) injury to or contamination of the Premises (or a portion thereof), or (iii) injury to or contamination or any real or personal property wherever situated, Tenant, at its sole cost and expense, shall promptly take all actions necessary or appropriate to return the Premises to the condition existing prior to the introduction of such Hazardous Materials to the Premises and to remedy or repair any such injury or contamination. Without limiting any other rights or remedies of Agency under this Lease, Tenant shall pay the cost of any cleanup or remedial work performed on, under, or about the Premises as required by this Lease or by applicable Laws in connection with the removal, disposal, neutralization or other treatment of such Hazardous Materials caused or permitted by Tenant or Tenant Parties, excluding the Existing Hazardous Materials. Notwithstanding the foregoing, Tenant shall not take any remedial action in response to the presence, discharge or release, of any Hazardous Materials on, under or about the Premises caused or permitted by Tenant or Tenant Parties, or enter into any settlement agreement, consent decree or other compromise with any governmental or quasi - governmental entity without first obtaining the prior written consent of the Lessor. All work performed or caused to be performed by Tenant as provided for above shall be done in good and workmanlike manner and in compliance with plans, specifications, permits and other requirements for such work approved by Lessor. 4.4.4. Indemnification for Hazardous Materials. (a) To the fullest extent permitted by law, Tenant hereby agrees to indemnify, hold harmless, protect and defend (with attorneys acceptable to Lessor) Lessor, its elected officials, officers, employees, agents, independent contractors, and the Premises, from and against any and all liabilities, losses, damages (including, but not limited, damages for the loss or restriction on use of rentable or usable space or any amenity of the Premises or damages arising from any adverse impact on marketing and diminution in the value of the Premises), judgments, fines, demands, claims, recoveries, deficiencies, costs and expenses (including, but not limited to, reasonable attorneys' fees, disbursements and court costs and all other professional or consultant's expenses), whether foreseeable Page III 80A-135 iWa:11:110:1 or unforeseeable (collectively, "Liabilities"), arising out of the presence, use, generation, storage, treatment, on or off -site disposal or transportation of Hazardous Materials on, into, from, under or about the Premises by Tenant or Tenant Parties, and excluding all Existing Hazardous Materials. (b) The foregoing indemnity shall also specifically include the cost of any required or necessary repair, restoration, clean-up or detoxification of the Premises and the preparation of any closure or other required plans. (c) The foregoing indemnity and defense obligations of this Lease shall survive its expiration or termination; provided, however, that the indemnity contained in this Section 4.4.4 shall not apply to any Liabilities arising or occurring (a) prior to the Effective Date of this Ground Lease, (b) after the expiration or earlier termination of the Tenn of this Ground Lease, (c) as a result of the grossly negligent or wrongful acts or omissions of Lessor, or (d) prior to assignment of the Lease to Tenant and following Tenant's assignment of the Lease to a new Tenant. 4.5 Access by Lessor. Lessor reserves the right for Agency and their authorized representatives to enter the Premises to inspect the land only, but not any Improvements constructed thereon, upon two (2) business days' prior written notice to Tenant, during normal business hours, in order to determine whether Tenant is complying with Tenant's obligations hereunder, or to enforce any rights given to Agency under this Lease. Lessor and its representatives must be accompanied by a representative of Tenant at all times while on the Property and obey Tenant's rules and regulations. Tenant acknowledges Lessor has the authority to enter the Premises land only and perform work on the Premises land only at any time as needed to provide immediate or necessary protection for the general public. Lessor shall indemnify and hold Tenant harmless from and against any loss, cost, damage or liability, including, without limitation, attorneys' fees, which results from Lessor's negligence, willful misconduct or gross negligence committed by any party acting under Lessor's authority, arising from Lessor's exercise of the rights granted by this Section 4.5. Upon reasonable belief that a violation of this section may be occurring, tenant shall allow the City to conduct an inspection of the Property after the date of construction completion, with reasonable notice. Tenant shall cure any defects or deficiencies found by the City while conducting such inspections within ten (10) business days of written notice thereof, or such longer period as is reasonable within the sole discretion of the City. 4.6 Recorded Covenant for Affordability and Maintenance Restrictions. Tenant agrees and covenant for the entire Term of this Lease, which covenant shall run with the Premises, that Agent shall have the rights to: (a) approve and limit future Tenants to moderate income households selected and approved by Agent; (b) limit the sale/resale price of the home at a price affordable to such moderate income households; (c) impose and collect a monthly capital improvements maintenance reserve fee to be kept in a segregated maintenance reserve account; (d) use funds contained in the maintenance reserve account from time to time for capital improvements to the Premises and to enter onto the Premises to carry out such works of improvements, all as set forth in the Affordability and Maintenance Restrictions (`Restrictions") attached hereto as Exhibit `B". The Restrictions shall have priority over and be senior to any and all Leasehold Mortgages. 4.6.1 Reserved. Page 112 80A-136 iWa:11:110:1 4.6.2 Maintenance Restrictions. The Restrictions require that Agent shall have the right to require, and that Tenants shall be obligated to pay to Agent monthly payments established by Agent sufficient to fund a maintenance reserve for the ongoing maintenance of capital improvements required to preserve the home, including the roof, landscape and painting of the home, which funds Agent shall apply for those purposes as may become necessary, in Agent's reasonable discretion. ARTICLE V CONSTRUCTION OF IMPROVEMENTS 5.1 Construction of Improvements. 5.1.1. Initial Improvements. Developer shall be governed by the provisions of the Inclusionary Grant Agreement entered into concurrently with this Lease with respect to construction of the Initial Improvements. 5.1.2. Compliance with Laws and Permits. Tenant shall cause all Improvements made by Tenant after the Initial Improvements to be constructed in substantial compliance with all applicable Laws, including all applicable grading permits, building permits, and other permits and approvals issued by governmental agencies and bodies having jurisdiction over the construction thereof. 5.2 Ownership of Improvements. 5.2.1. For purposes of this Section 5.5, "Term" shall have the meaning stated in Section 2.2. 5.2.2. During Term. Title to the Improvements constructed or placed on the Premises by Developer are and shall be vested in Developer during the Term of this Lease, until the expiration or earlier termination thereof. Any and all depreciation, amortization and tax credits for federal or state purposes relating to the Improvements located on the Premises and any and all additions thereto shall be deducted or credited exclusively by Developer during the Term. The Parties agree for themselves and all persons claiming under them that the Improvements are real property. 5.2.3. Upon Expiration or Earlier Termination of Term. All Improvements on the Premises at the expiration or earlier termination of the Term of this Lease shall, without additional payment to Tenant, then become Lessor's property free and clear of all claims to or against them by Tenant and free and clear of all Leasehold Mortgages and any other liens and claims arising from Tenant's use and occupancy of the Premises, and with Taxes paid current as of the expiration or earlier termination date. Tenant shall upon the expiration or earlier termination of the Term deliver possession of the Premises and the Improvements to Lessor. Page 113 80A-137 iWa:11:110:1 ARTICLE VI REPAIRS, MAINTENANCE, ADDITIONS AND RECONSTRUCTION 6.1 Maintenance by Tenant. Throughout the Term of this Lease, Tenant shall, at Tenant's sole cost and expense, keep and maintain the Premises and any and all Improvements now or hereafter constructed and installed on the Premises in good order, condition and repair (i.e., so that the Premises does not deteriorate more quickly than its age and reasonable wear and tear would otherwise dictate) and in a safe and sanitary condition and in compliance with all applicable Laws in all material respects. Tenant shall not be obligated to pay for the repair or replacement of capital Improvements not covered by Property Insurance required by this Lease; provided, however, Tenant shall pay a monthly maintenance reserve fee to Agent to provide a sufficient reserve for capital improvements to the Premises in the event of repair or damage to the roof, landscape and paint, which amount shall be calculated by Agent, approved and set forth in the assignment of this Lease and sale of the home. Tenant shall maintain the Property (and all abutting grounds, sidewalks, roads, parking and landscape areas which Tenant is otherwise required to maintain) in good condition and repair; shall prudently preserve and protect its own as well as the City's interests in connection with the Property; shall not commit or permit any waste or deterioration of the Property (except for normal wear and tear); shall not abandon any portion of the Property or leave the Property unguarded or unprotected; and shall not otherwise act, or fail to act, in such a way as to unreasonably increase the risk of any damage to the Property or of any other impairment of City's interests. 6.2 Interior Improvements and Reconstruction of Improvements. Following the completion of construction of the Initial Improvements, Tenant shall have the right from time to time to make any interior improvements to the Improvements that are consistent with the Lessor's approved use of the Premises as reflected in this Lease, without Lessor's prior written consent, but with prior written notice to the Lessor (except in the event of an emergency, in which case no prior written notice shall be required but Tenant shall notify Lessor of any emergency work done as soon as practicable). Any additions or structural changes to the Improvements will require the approval of Agent. With prior written approval of Lessor, Tenant may restore and reconstruct the Improvements, and in that process make any modifications otherwise required by changes in Laws, following any damage or destruction thereto (whether or not required to do so under Article VII); and/or to make changes, revisions or improvements to the Improvements for uses consistent with the Lessor approved use of the Premises as reflected in this Lease. Tenant shall perform all work authorized by this Section at its sole cost and expense, including, without limitation, with insurance proceeds approved for such use in accordance with Article VII, if any, and in compliance with all applicable Laws in all material respects. 6.3 All Other Construction, Demolition, Alterations, Improvements and Reconstruction. Following the completion of construction of the Initial Improvements, and except as specified in Sections 6.1 and 6.2, any construction, alterations, additions, major repairs, demolition, improvements or reconstruction of any kind shall require the prior written consent of the Lessor. Tenant shall perform all work authorized by this Section at its sole cost and expense, including, without limitation, with insurance proceeds approved for such use in accordance with Article VII, if any, and in compliance with all applicable Laws in all material respects. 6.4 Requirements of Governmental Agencies. At all times during the Term of this Lease, Tenant, at Tenant's sole cost and expense, shall: (i) make all alterations, improvements, demolitions, Page 114 80A-138 iWa:11:110:1 additions or repairs to the Premises and/or the Improvements required to be made by any law, ordinance, statute, order or regulation now or hereafter made or issued by any federal, state, county, local or other governmental agency or entity; (ii) observe and comply in all material respects with all Laws now or hereafter made or issued respecting the Premises and/or the Improvements; (iv) indemnify, defend and hold Agency, the Premises and the Improvements free and harmless from any and all liability, loss, damages, fines, penalties, claims and actions resulting from Tenant's failure to comply with and perform the requirements of this Article VI. 6.5 Lessor Obligations. Tenant specifically acknowledges and agrees that Agency and Lessor Parties do not and shall not have any obligations with respect to the maintenance, alteration, improvement, demolition, replacement, addition or repair of any Improvements, except as set forth herein with respect to the maintenance reserve fund and the repairs to roofing, painting and landscape undertaken by Agent as set forth herein. 6.6 Lessor Reservations. Without limiting Lessor's rights with respect to the Premises, Lessor reserves for themselves, their successors and assigns those rights necessary to assure proper maintenance and operation of the Premises and to permit any steps to be taken which the Lessor deems necessary or desirable to maintain, repair, improve, modify or reconstruct the Premises. The rights reserved to Lessor in this section or any other section of this Lease shall be exercised by the Lessor at their sole discretion, unless otherwise provided herein. ARTICLE VII DAMAGE AND RESTORATION 7.1 Damage and Restoration. In the event the whole or any part of the Improvements shall be damaged or destroyed by fire or other casualty, damage or action of the elements which is fully covered by insurance required to be carried by Tenant pursuant to this Lease or in fact caused by Tenant, at any time during the Term, Tenant shall with all due diligence, at Tenant's sole cost and expense, repair, restore and rebuild the Improvements on substantially the same plan and design as existed immediately prior to such damage or destruction and to substantially the same condition that existed immediately prior to such damage, with any changes made by Tenant to comply with then applicable Laws and with any upgrades or improvements that Tenant may determine in its reasonable discretion. If Tenant desires to change the use of the Premises following such casualty, then Tenant may make appropriate changes to the Premises to accommodate such changed use after approval of such change of use by the Lessor pursuant to Article IV above. This Article shall not apply to cosmetic damage or alterations. In the event that Tenant shall determine, subject to the rights of the Leasehold Mortgagees, if applicable, by notice to the Lessor given by the later of ninety (90) days after the date of the damage or destruction or thirty (30) days after receipt by Tenant of any such insurance proceeds, that there are not adequate proceeds to restore the Improvements and/or the Premises to substantially the same condition in which they existed prior to the occurrence of such damage or destruction, then Tenant may terminate this Lease as of a date that is not less than thirty (30) days after the date of such notice. Notwithstanding Section 15.9, if Tenant terminates this Lease pursuant to this Section 7.1, Tenant shall surrender possession of the Premises to the Lessor immediately and assign to the Lessor (or, if same has already been received by Tenant, pay to the Lessor) all of its right, title and interest in and to the proceeds from Tenant's insurance upon the Premises. 7.2 Restoration. In the event of any restoration or reconstruction pursuant to this Section, all such work performed by Tenant shall be constructed in a good and workmanlike manner according to Page 115 80A-139 iWa:11:110:1 and in conformance with the Laws, rules and regulations of all governmental bodies and agencies and the requirements of this Lease applicable to the construction of the Initial Improvements. 7.3 No Rental Abatement. Tenant shall not be entitled to any abatement, allowance, reduction, or suspension of Rent because part or all of the Improvements become untenantable as a result of the partial or total destruction of the Improvements, and Tenant's obligation to keep and perform all covenants and agreements on its part to be kept and performed hereunder, shall not be decreased or affected in any way by any destruction of or damage to the Improvements; except as otherwise provided herein. 7.4 Application of Insurance Proceeds. If following the occurrence of damage or destruction to the Premises or Improvements, Tenant is obligated to or determines that there are adequate proceeds to restore the Premises and Improvements pursuant to this Article VII, then all proceeds from the insurance required to be maintained by Tenant on the Premises and the Improvements shall be applied to fully restore the same, and, subject to the rights of the Leasehold Mortgagees, if applicable, any excess proceeds shall be paid to Tenant and any deficit in necessary funds plus the amount of any deductible shall be paid by Tenant. If Tenant after commencing or causing the commencement of the restoration of Premises and Improvements shall determine that the insurance proceeds are insufficient to pay all costs to fully restore the Improvements, Tenant shall pay the deficiency and shall nevertheless proceed to complete the restoration of Premises and the Improvements and pay the cost thereof. Upon lien free completion of the restoration, subject to the rights of the Leasehold Mortgagees, if applicable, any balance of the insurance proceeds remaining over and above the cost of such restoration shall be paid to Tenant. 7.5 Exclusive Remedies. Notwithstanding any destruction or damage to the Premises and/or the Improvements, Tenant shall not be released from any of its obligations under this Lease, except to the extent and upon the conditions expressly stated in this Article VIL Agency and Tenant hereby expressly waive the provisions of California Civil Code Sections 1932(2) and 1933(4) with respect to any damage or destruction of the Premises and/or the Improvements and agree that their rights shall be exclusively governed by the provisions of this Article VII. 7.6 Damage Near End of Term. If, during the last three (3) years of the Term, as applicable, the Improvements shall be damaged or destroyed for which the repair and/or replacement cost is fifty percent (50%) or more of then replacement cost of the Improvements, then Tenant shall have the option, to be exercised within ninety (90) days after such damage or destruction: 7.6.L to notify the Lessor of its election to repair or restore the Improvements as provided in this Article VII; or 7.6.2. subject to the rights of Leasehold Mortgagees and such provisions of this Lease that survive termination, to terminate this Lease by notice to the Lessor, which termination shall be deemed to be effective as of the date of the damage or destruction. If Tenant terminates this Lease pursuant to this Section 7.6.2, Tenant shall surrender possession of the Leased Premises to the Lessor immediately and assign to the Lessor (or, if same has already been received by Tenant, pay to the Lessor) all of its right, title and interest in and to the proceeds from Tenant's insurance upon the Premises less (i) any costs, fees, or expenses incurred by Tenant in connection with the adjustment of the loss or collection of the proceeds, (ii) any reasonable costs incurred by Tenant in connection with the Premises after the damage or destruction, which costs are eligible for reimbursement from such Page 116 80A-140 iWa:11:110:1 insurance proceeds, and (iii) the proceeds of any rental loss or business interruption insurance applicable prior to the date of surrender of the Premises to the Lessor. ARTICLE VIII INSURANCE AND INDEMNITY 8.1 Insurance. Prior to sale of the home and Developer assignment of the Tenant interest in the Lease to the home purchaser, Developer shall maintain the insurance required by the Inclusionary Grant Agreement. Thereafter, following assignment of the Lease by Developer to the home purchaser, to protect the Lessor against any and all claims and liability for death, injury, loss and damage resulting from the Tenant's actions in connection with this Lease and the Premises, the Tenant shall, at the Tenant's sole cost and expense, throughout the term of the Lease of the Premises, maintain the following insurance (or its then reasonably available equivalent), as applicable: (a) Liability Insurance in amounts reasonably required by City from time to time, and in no event less than $300,000 for "single occurrence'; (b) Property Insurance in amounts reasonably required by Lessor from time to time, and in no event less than $700,000; (c) Builder's Risk Insurance (during construction of Improvements only); and (d) Worker's Compensation Insurance (during construction of Improvements only). Additionally, the Tenant, to protect the Lessor, shall cause its contractors and subcontractors, at their sole cost and expense, to maintain Contractor's Insurance until issuance of a Certificate of Completion for the Project. 8.1.1 Nature of Insurance. All Liability Insurance, Property Insurance, Automobile Liability Insurance and Contractor's Insurance policies this Lease requires shall be issued by carriers that: (a) are listed in the then current `Best's Key Rating Guide Property/Casualty United States & Canada" publication (or its equivalent, if such publication ceases to be published) with a minimum financial strength rating of "A" and a minimum financial size category of "VIP"; and (b) are admitted to do business in the State of California by the California Department of Insurance. The Tenant may provide any insurance under a "blanket" or "umbrella" insurance policy, provided that (i) such policy or a certificate of such policy shall specify the amount(s) of the total insurance allocated to the Premises, which amount(s) shall equal or exceed the amount(s) required by this Lease and shall not be reduced for claims made for other properties; and (ii) such policy otherwise complies with this Lease. 8.1.2 Policy Requirements and Endorsements. All insurance policies this Lease requires shall contain (by endorsement or otherwise) the following provisions: (a) Insured. Liability Insurance, Automobile Liability Insurance and Contractor's Insurance policies shall name the Lessor as "additional insured." The coverage afforded to the Lessor shall be at least as broad as that afforded to the Tenant and may not contain any terns, conditions, exclusions, or limitations applicable to the Lessor that do not apply to the Tenant. Page 117 80A-141 iWa:11:110:1 (b) Primary Coverage. All policies shall be written as primary policies, not contributing to or in excess of any coverage that the Lessor may carry. (c) Contractual Liability. Liability Insurance policies shall contain contractual liability coverage, for the Tenant's indemnity obligations under this Lease. The Tenant's obtaining such contractual liability coverage shall satisfy any indemnity obligation of the Tenant under this Lease. (d) Deliveries to the Lessor. Within thirty (30) days following assignment of this Lease, and no later than twenty (20) days before any insurance required by this Lease expires, is cancelled or its liability limits are reduced or exhausted, the Tenant shall deliver to the Lessor certificates of insurance evidencing the Tenant's maintenance of all insurance this Lease requires. Each insurance carrier shall give the Lessor no less than thirty (30) calendar days' advance written Notice of any cancellation, non -renewal, material change in coverage or available limits of liability under any insurance policy required by this Lease. Also, phrases such as "endeavor to" and "but failure to mail such Notice shall impose no obligation or liability of any kind upon the company" shall not be included in the cancellation wording of any certificates of insurance or any coverage for the Lessor. (e) Waiver of Certain Claims. The Tenant shall attempt in good -faith to cause the insurance carrier for each Liability Insurance, Automobile Liability Insurance and Property Insurance policy to agree to a Waiver of Subrogation, if not already in the policy. To the extent that the Tenant actually obtains insurance with a Waiver of Subrogation, the Parties release each other, and their respective authorized representatives, from any claims for damage to any Person or property that are caused by or result from risks insured against under such insurance policies. (f) No Representation. Neither Party makes any representation that the limits, scope, or forms of insurance coverage this Lease requires are adequate or sufficient. (g) No Claims Made Coverage. None of the insurance coverage required under this Lease may be written on a claims -made basis. (h) Fully Paid and Non -Assessable. All insurance obtained and maintained by the Tenant in satisfaction of the requirements of this Lease shall be fully paid for and non -assessable. (i) Lessor Option to Obtain Coverage. During the continuance of an Event of Default arising from the Tenant's failure to carry any insurance required by this Lease, the Lessor may, at its sole option, purchase any such required insurance coverage and the Lessor shall be entitled to immediate payment from the Tenant of any premiums and associated costs paid by the Lessor for such insurance coverage. Any amount becoming due and payable to the Lessor under this Section that is not paid within fifteen (15) calendar days after written demand from the Lessor or for payment of such amount, with an explanation of the amounts demanded, will bear interest from the date of the demand at the rate of ten percent (10%) per annum or the maximum rate allowed by California law, whichever is less. Any election by the Lessor to purchase or not to purchase insurance otherwise required by the terms of this Lease to be carried by the Tenant Page 118 80A-142 iWa:11:110:1 shall not relieve the Tenant of its obligation to obtain and maintain any insurance coverage required by this Lease. 0) Cross -Liability; Severability of Interests. All Liability Insurance and Contractor's Insurance shall be endorsed to provide cross -liability coverage for the Tenant and the Lessor and to provide severability of interests. (k) Deductibles and Self -Insured Retentions. The Tenant shall pay or cause to be paid any and all deductibles and self -insured retentions under all insurance policies issued in satisfaction of the terms of this Lease regarding any claims relating to the Lessor. 8.2 Indemnification. 8.2.1 Obligations. The Lessor shall Indemnify the Tenant and the Tenant shall Indemnify the Lessor against any wrongful intentional act or negligence of the Indemnitor. The Tenant shall also Indemnify the Lessor against any and all of the following: (a) any license or permit or other use application made at the Tenant's request; (b) use, occupancy, management or operation of the Premises; (c) any agreements that the Tenant (or anyone claiming through the Tenant) makes regarding the Project; and, (d) any accident, injury or damage whatsoever caused to any Person in or on the Premises or the Project, except when resulting from Lessor entry onto the Premises. Notwithstanding anything to the contrary in this Lease, no Indemnitor shall be required to Indemnify any Indemnitee to the extent of the Indemnitee's wrongful intentional acts or negligence. 8.2.2 Limitation on Liability of the Lessor. Following the execution of the Lease, the Tenant is and shall be responsible for operation of the Premises and the Project, and the Lessor shall not be liable for any injury or damage to any property (of the Tenant or any other Person) or to any Person occurring on or about the Premises or the Project, except when resulting from Lessor entry onto the Premises and except to the extent caused by the Lessor's wrongful intentional act or negligence. 8.2.3 Strict Liability. The indemnification obligations of an Indemnitor shall apply regardless of whether liability without fault or strict liability is imposed or sought to be imposed on one or more Indemnitees. 8.2.4 Survival of Indemnification and Defense Obligations. The indemnity and defense obligations under this Lease shall survive the expiration or earlier termination of this Lease, until all claims against any of the Indemnitees involving any of the indemnified matters are fully, finally, absolutely and completely barred by applicable statutes of limitations, provided however, the indemnity and defense obligations shall not survive Tenant's assignment of the Lease obligations to a new Tenant, and the new Tenant shall thereafter be subject to those obligations. 8.2.5 Independent Duty to Defend. The duty to defend under this Lease is separate and independent of the duty to Indemnify. The duty to defend includes claims for which an Indemnitee may be liable without fault or strictly liable. The duty to defend applies immediately upon notice of a Claim, regardless of whether the issues of negligence, liability, fault, default or other obligation on the part of the Indemnitor or the Indemnitee have been determined. The duty to defend applies immediately, regardless of whether the Indemnitee has paid any amounts or Page 119 80A-143 iWa:11:110:1 incurred any detriment arising out of or relating (directly or indirectly) to any claims. It is the express intention of the Parties that an Indemnitee be entitled to obtain summary adjudication or summary judgment regarding an Indemnitor's duty to defend the Indemnitee, at any stage of any claim or suit, within the scope of the Indemnitor's indemnity obligations under this Lease. 8.3 Indemnification Procedures. Wherever this Lease requires any Indemnitor to Indemnify any Indemnitee: 8.3.1 Prompt Notice. The Indemnitee shall promptly Notify the Indemnitor of any claim. To the extent, and only to the extent, that the Indemnitee fails to give prompt Notice of a Claim and such failure materially prejudices the Indemnitor in providing indemnity for such claim, the Indemnitor shall be relieved of its indemnity obligations for such claim. 8.3.2 Selection of Counsel. The Indemnitor shall select counsel reasonably acceptable to the Indemnitee. Counsel to Indemnitor's insurance carrier that is providing coverage for a claim shall be deemed reasonably satisfactory. Even though the hidemnitor shall defend the action, Indemnitee may, at its option and its own expense, engage separate counsel to advise it regarding the claim and its defense. The Indemnitee's separate counsel may attend all proceedings and meetings. The Indemnitor's counsel shall actively consult with the Indemnitee's separate counsel. The Indemnitor and its counsel shall, however, fully control the defense, except to the extent that the Indemnitee waives its rights to indemnity and defense for such claim. 8.3.3 Cooperation. The Indemnitee shall reasonably cooperate with the Indemnitor's defense of the Indemnitee, provided the Indemnitor reimburses the Indemnitee's actual out of pocket expenses (including Legal Costs) of such cooperation. 8.3.4 Settlement. The Indemnitor may, with the Indemnitee's consent, not to be unreasonably withheld, settle a claim. The Indemnitee's consent shall not be required for any settlement by which all of the following occur: (a) the Indemnitor procures (by payment, settlement, or otherwise) a release of the Indemnitee from the subject claim(s) by which the Indemnitee need not make any payment to the claimant; (b) neither the Indemnitee nor the Indemnitor on behalf of the Indemnitee admits liability; (c) the continued effectiveness of this Lease is not jeopardized in any way; and (d) the Indemnitee's interest in the Project is not jeopardized in any way. 8.3.5 Insurance Proceeds. The Tenant's Indemnitor obligations shall be reduced by net insurance proceeds the Indemnitee actually receives for the matter giving rise to indemnification obligation. ARTICLE IX CONDEMNATION 9.1 Definitions. 9.1.1. "Condemnation" means (i) the taking or damaging, including severance damage, by eminent domain or by inverse condemnation or for any public or quasi -public use under any statute, whether by legal proceedings or otherwise, by a Condemnor (hereinafter defined), and (ii) Page120 80A-144 iWa:11:110:1 a voluntary sale or transfer to a Condemnor, either under threat of condemnation or while condemnation legal proceedings are pending. 9.1.2. "Date of Taking" means the later of (i) the date actual physical possession is taken by the Condemnor; or (ii) the date on which the right to compensation and damages accrues under the law applicable to the Premises. 9.1.3. "Award" means all compensation, sums or anything of value awarded, paid or received for a Total Taking, a Substantial Taking or a Partial Taking (hereinafter defined), whether pursuant to judgment or by agreement or otherwise. 9.1.4. "Condemnor" means any public or quasi -public authority or private corporation or individual having the power of condemnation. 9.1.5. "Total Taking" means the taking by Condemnation of all of the Premises and all of the Improvements. 9.1.6. "Substantial Taking" means the taking by Condemnation of so much of the Premises or Improvements or both that one or more of the following conditions results, as reasonably determined by Tenant: (i) The remainder of the Premises would not be economically and feasibly usable by Tenant; and/or (ii) A reasonable amount of reconstruction would not make the Premises and Improvements a practical improvement and reasonably suited for the uses and purposes for which the Premises were being used prior to the Condemnation; and/or (iii) The conduct of Tenant's business on the Premises would be materially and substantially prevented or impaired. 9.1.7. "Partial Taking" means any taking of the Premises or Improvements that is neither a Total Taking nor a Substantial Taking. 9.1.8. "Notice of Intended Condemnation" means any notice or notification on which a reasonably prudent person would rely and which he would interpret as expressing an existing intention of Condemnation as distinguished from a mere preliminary inquiry or proposal. It includes but is not limited to service of a Condemnation summons and complaint on a Party hereto. The notice is considered to have been received when a Party receives from the Condemnor a notice of intent to condemn, in writing, containing a description or map reasonably defining the extent of the Condemnation. 9.2 Notice and Representation 9.2.1. Notification. The Party receiving a notice of one or more of the kinds specified below shall promptly notify the other Party of the receipt, contents and dates of such notice: (i) a Notice of Intended Condemnation; (ii) service of any legal process relating to the Condemnation of the Premises or Improvements; (iii) any notice in connection with any proceedings or negotiations with respect to such a Condemnation; (iv) any notice of an intent or willingness to make or negotiate a private purchase, sale or transfer in lieu of Condemnation. 9.2.2. Separate Representation. Agency and Tenant each have the right to represent its respective interest in each Condemnation proceeding or negotiation and to make full proof of his claims. No agreement, settlement, sale or transfer to or with the Condemnor shall be made without the consent of Agency and Tenant. Agency and Tenant shall each execute and deliver to the other any Page121 80A-145 iWa:11:110:1 instruments that may be required to effectuate or facilitate the provisions of this Lease relating to Condemnation. 9.3 Total or Substantial Taking. 9.3.1. Total Taking. On a Total Taking, this Lease shall terminate on the Date of Taking 9.3.2. Substantial Taking. If a taking is a Substantial Taking, Tenant may, with the consent of each Leasehold Mortgagee, to the extent required, by notice to Lessor given within ninety (90) days after Tenant receives a Notice of Intended Condemnation, elect to treat the taking as a Total Taking. If Tenant does not so notify Lessor, the taking shall be deemed a Partial Taking. 9.3.3. Early Delivery of Possession. Tenant may continue to occupy the Premises and Improvements until the Condemnor takes physical possession. At any time following Notice of Intended Condemnation, Tenant may in its sole discretion, with the consent of each Leasehold Mortgagee, to the extent required, elect to relinquish possession of the Premises to Lessor before the actual Taking. The election shall be made by notice declaring the election and agreeing to pay all Rent required under this Lease to the Date of Taking. Tenant's right to apportionment of or compensation from the Award shall then accrue as of the date that the Tenant relinquishes possession. 9.3.4. Apportionment of Award. On a Total Taking all sums, including damages and interest, awarded for the fee or leasehold or both shall be distributed and disbursed as finally determined by the court with jurisdiction over the Condemnation proceedings in accordance with applicable law. Notwithstanding anything herein to the contrary, Tenant shall be entitled to receive compensation for the value of its leasehold estate under this Lease including its fee interest in all Improvements, personal property and trade fixtures located on the Premises, its relocation and removal expenses, its loss of business goodwill and any other items to which Tenant may be entitled under applicable law. 9.4 Partial Taking 9.4.1. Effect on Rent. On a Partial Taking this Lease shall remain in full force and effect covering the remainder of the Premises and Improvements, and Tenant shall not be entitled to any refund of the Base Rent. 9.4.2. Restoration of Improvements. Promptly after a Partial Taking, Tenant shall repair, alter, modify or reconstruct the Improvements ("Restoring") so as to make them reasonably suitable for Tenant's continued occupancy for the uses and purposes for which the Premises are leased. 9.4.3. Apportionment of Award. On a Partial Taking, Lessor shall be entitled to receive the entire award for such Partial Taking, except that (i) the proceeds of such Partial Taking shall first be applied towards the cost of Restoring the Premises pursuant to Section 9.4.2 and (ii) Tenant shall be entitled to receive any portion of such award allocated to Tenant's interest in any of Tenant's Improvements, Personal property and trade fixtures taken, and any part of the award attributable to the low income housing tax credits. 9.5 Waiver of Termination Rights. Both Parties waive their rights under Section 1265.130 of the California Code of Civil Procedure (and any successor provision) and agree that the right to Page122 80A-146 iWa:11:110:1 terminate this Lease in the event of Condemnation shall be governed by the provisions of this Article IX. ARTICLE X ASSIGNMENT AND ENCUMBERING 10.1 General. Except for assignment to Affiliates of Habitat, Habitat shall not assign its interest as Tenant under the Lease until the Certificate of Occupancy for the Initial Improvements, but may encumber the Premises with a Leasehold Mortgage to finance the Initial Improvements. Upon Certificate of Occupancy, or similar document as applicable, for the Initial Improvements, in order to enforce the Restrictions, Agent shall by means of an Agent right of first refusal to be contained in the Lease assignment and home purchase agreements consent to all assignment of the Tenant interest in the Lease and resale of the home ("Transfer," except for Leasehold Mortgages). Upon issuance of the Certificate of Completion, or similar document as applicable, Agent shall promptly seek to qualify and approve assignment of the Tenant interest in the Lease to a home purchaser who qualifies under and agrees to abide by the Restrictions. Agent's consent for Transfers shall be based upon compliance of the Transfer with the Affordability and Maintenance Restrictions, including those for Affordable Housing and Affordable Mortgage. 10.1.1. Such terms conditions, covenants, restrictions and reservations shall apply to each and every Transfer hereunder and shall be severally binding upon each and every parry thereto. Any document regarding the Transfer of the Premises or any part thereof shall not be inconsistent with the provisions of this Lease and in the event of any such inconsistency, the provisions of this Lease shall control. 10.1.2. Subleases from Tenants are absolutely prohibited Transfers. Assignments of Tenant Lease interests and sale of the home must be approved in writing and be in a form and with terms consented to by Agent, and in amount subject to the Affordability and Maintenance Restrictions. 10.2 Leasehold Mortgage. Under no circumstances may Tenant mortgage, encumber or hypothecate Lessor's Fee Interest, if any. 10.3 Transfer Procedure. If Tenant desires at any time to enter into a Transfer for which Agent's consent is required hereunder, Tenant shall provide Agent with written notice ("Transfer Notice") at least ninety (90) days prior to the proposed effective date of the Transfer. The Transfer Notice shall include (i) the name and address of the proposed transferee, (ii) the nature of the Transfer (e.g., whether an assignment, etc.), (iii) the proposed effective date of the Transfer, (iv) proposed terms of sale/assignment and compliance with the Affordability and Maintenance Restriction, (v) such financial information, including income and asset statements, as Agent may require to determine qualification of the transferee under the Restrictions, and (vi) a bank or other credit reference. Thereafter, Tenant and the proposed transferee shall furnish such supplemental information as Agent may reasonably request concerning the proposed transferee. Agent shall, no later than ninety (90) days after Lessor's receipt of the information specified above, deliver written notice to Tenant which shall (i) indicate whether Agent will give or withhold consent to the proposed Transfer, and (ii) if Agent withholds consent to the proposed Transfer, set forth a detailed Page 123 80A-147 iWa:11:110:1 explanation of Agent's grounds for doing so. If Agent consents to a proposed Transfer, then Tenant may thereafter effectuate such Transfer to the proposed transferee based upon the specific terms of the Agent's approval and after execution of a consent to assignment by Agent in a form approved by the Agent, which approval shall not be unreasonably withheld, conditioned or delayed in the event that the assignment is consistent with the terms of this Lease; provided, however, that the provisions of this Section 10.3 shall not apply to any Transfer to a Foreclosure Transferee. 10.4 Liability of Transferors/Transferees For Lease Obligations. In the case of an assignment, including an assignment pursuant to Section 15.6.5, each assignee or transferee of this Lease shall assume in writing all of Tenant's obligations thereafter arising under this Lease. All assignees or transferees of any interest in this Lease or the Premises or Improvements (whether or not directly liable on this Lease) shall be subject to the terms, conditions, covenants, restrictions and reservations of this Lease. Except as otherwise provided in Section 15.6.5, the transferor may be released from all liability under this Lease only if the Permitted Transferee or other transferee agrees in writing to assume all of transferor's obligations and liabilities and provides to Lessor evidence of sufficient and adequate assets, including any required insurance policies, subject to approval by Habitat, which approval shall not be unreasonably withheld, that evidence said transferees' financial and otherwise competence to assume transferor's obligations and liability (an "Approved Release"). Except as otherwise provided in Section 15.6.5 and except for an Approved Release, for all other Transfers, any transferor of any interest in this Lease or the Premises or Improvements shall remain primarily liable for all obligations hereunder and shall be subject to the terms, conditions, covenants, restrictions and reservations of this Lease. Except as otherwise provided in Section 15.6.5 and except for an Approved Release, the Lessor may proceed directly against the transferor in its sole and absolute discretion, with no obligation to exhaust its remedies against the transferee. 10.5 Conditions of Certain Lessor Consent. 10.5.1. Lessor and Agent may withhold consent to a Transfer at its sole and absolute discretion if any of the following conditions exist: (a) An Event of Default exists under this Lease. (b) The prospective transferee has not agreed in writing to keep, perform, and be bound by all the terms conditions, covenants, restrictions and reservations of this Lease. (c) In the case of an assignment, the prospective transferee has not agreed in writing to assume all of transferor's obligations and liabilities. (d) All the material terms, covenants, and conditions of the Transfer that are relevant to the Agent's approval of the Transfer have not been disclosed in writing to the Lessor. 10.6 Transfer of Mortgages of Lessor's Interest. Notwithstanding anything to the contrary set forth in this Ground Lease, unless required by statute, court order or operation of law, Lessor shall not transfer, assign, pledge or hypothecate its fee interest in the Premises (other than to entities under common control with Lessor or other governmental entities under applicable law) without the prior written notice to Tenant and Leasehold Mortgagee. Any and all mortgages or liens placed or suffered by the Lessor encumbering the Lessor's fee interest in the Premises shall Page 124 .4 I � ' • iWa:11:110:1 be expressly subject and subordinate to this Lease, to all obligations of Lessor hereunder, to all of the rights, titles, interests, and estates of the Tenant created or arising hereunder, to each New Lease and to each Leasehold Mortgage. Furthermore, any Person succeeding to the Lessor's fee interest as a consequence of any conveyance, foreclosure or other transfer shall succeed to all of the obligations of the Lessor hereunder. ARTICLE XI DEFAULT AND 11.1 Event of Default. Each of the following events shall constitute an "Event of Default" by Tenant: 11.1.1. Failure to Pay. Tenant's failure or omission to pay any Rent or other sum payable hereunder on or before the date due where such failure shall continue for a period of five (5) days after written notice thereof from Lessor to Tenant; provided, however, that any such notice shall be in lieu of, and not in addition to, any notice required under California Code of Civil Procedure § 1161 et seq. 11.1.2. Failure to Perform. The failure or inability by Tenant to observe or perform any of its obligations under this Lease (other than those specified in Sections 11.1.2, 11.1.3, or 11.1.4, or 11.1.5 herein, which have their own notice and cure periods), where such failure shall continue for a period of thirty (30) days after written notice thereof from Lessor to Tenant or past any such longer period as reasonably agreed upon by the Tenant, Lessor in writing as may be necessary for completion of its cure; provided, however, that any such notice by Lessor shall be in lieu of, and not in addition to, any notice required under California Code of Civil Procedure Section 1161 et. seq.; provided, further, that if the nature of such failure is such that it can be cured by Tenant but that more than thirty (30) days are reasonably required for its cure (for any reason other than financial inability), then Tenant shall not be deemed to be in default if Tenant shall commence such cure within said thirty (30) days, and thereafter diligently pursues such cure to completion. 11.1.3. Abandonment. The abandonment (as defined in California Civil Code Section 1951.3) or vacation of the Premises by Tenant for a period of thirty (30) days or more. 11.1.4. Assignments. (a) The making by Tenant of any assignment of its leasehold estate under this Lease without Lessor's consent, as set forth in Article X; (b) A case is commenced by or against Tenant under Chapters 7, 11 or 13 of the Bankruptcy Code, Title 11 of the United States Code as now in force or hereafter amended and if so commenced against Tenant, the same is not dismissed within ninety (90) days of such commencement; (c) the appointment of a trustee or receiver to take possession of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease, where such seizure is not discharged within sixty (60) days; or Page 125 80A-149 iWa:11:110:1 (d) Tenant's convening of a meeting of its creditors or any class thereof for the purpose of effecting a moratorium upon or composition of its debts. In the event of any such default, neither this Lease nor any interests of Tenant in and to the Premises shall become an asset in any of such proceedings. 11.1.5. Termination of and Failure to Reinstate Insurance Coverage. Termination of Tenant's insurance coverage and lack of reinstatement within ten (10) business days after notice from Lessor of such termination. 11.1.6. Failure to Provide Evidence of Insurance. Tenant's failure to provide Lessor with a valid and adequate certificate of insurance and endorsements, or binder, at any time during the Tenn of the Lease, within the time period required under Section 8.1.3. 11.1.7. Lessor's Consent and Approval of Transfer. Occupancy of the Premises by a prospective transferee, sublessee, or assignee which requires Lessor's consent or approval, before Lessor's written consent and approval of a Transfer is obtained as required in Section 10.1. 11.1.8. Tenant's failure to make any payment(s) as set forth in Sections 11.9. 11.2 Lessor's Remedies. If an Event of Default occurs, Lessor shall have the following remedies in addition to all rights and remedies provided by law or equity to which Lessor may resort cumulatively or in the alternative: 11.2.1. Termination of Lease. Subject to Article 15, as applicable, Lessor shall have the right to terminate this Lease and all rights of Tenant hereunder including Tenant's right to possession of the Premises. In the event that Lessor shall elect to so terminate this Lease then Lessor may recover from Tenant: (a) The worth at the time of award of the unpaid Rent and other charges, which had been earned as of the date of the termination hereof, plus (b) The worth at the time of award of the amount by which the unpaid Rent and other charges which would have been earned after the date of the termination hereof until the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; plus (c) The worth at the time of award of the amount by which the unpaid Rent and other charges for the balance of the Term hereof after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided; plus (d) Any other amount necessary to compensate Lessor for all the detriment proximately caused by Tenant's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, including, but not limited to, the cost of recovering possession of the Premises, expenses of reletting, including necessary repair, renovation and alteration of the Premises, reasonable attorneys' fees, expert witness costs; plus (e) Any other amount which Lessor may by law hereafter be permitted to recover from Tenant to compensate Lessor for the detriment caused by Tenant's default as permitted under applicable California law. Page 126 80A-150 iWa:11:110:1 11.2.2. Continue Lease in Effect. Lessor may continue this Lease in effect without terminating Tenant's right to possession and to enforce all of Lessor's rights and remedies under this Lease; provided, however, that Lessor may at any time thereafter elect to terminate this Lease for the underlying Event(s) of Default by notifying Tenant in writing that Tenant's right to possession of the Premises has been terminated. 11.2.3. Removal of Personal Property Following Termination of Lease. Lessor shall have the right, following a termination of this Lease and Tenant's rights of possession of the Premises under Section 11.2.1 above, to re-enter the Premises and, subject to applicable law, to remove Tenant's personal property from the Premises. Such property may be removed and stored in a public warehouse or elsewhere at the cost of and for the account of Tenant, or disposed of without such storage, in accordance with applicable California law. 11.3 Lessor's Right to Cure Tenant Defaults. If Tenant shall have failed to cure, after expiration of the applicable time for curing, a particular default under this Lease, Lessor may at their election, but are not obligated to, make any payment required of Tenant under this Lease or perform or comply with any term, agreement or condition imposed on Tenant hereunder, and the amount so paid plus the reasonable cost of any such performance or compliance, plus interest on such sum at the Interest Rate from the date of payment, performance or compliance until reimbursed shall be deemed to be Additional Rent payable by Tenant on Lessor's demand. Tenant's failure to reimburse the Lessor within 30 days of Lessor's demand shall constitute an Event of Default under this Lease. No such payment, performance or compliance shall constitute a waiver of default or of any remedy for default, or render Lessor liable for any loss or damage resulting from the same. 11.4 Lessor's Default. Lessor shall not be considered to be in default under this Lease unless Tenant has given Lessor written notice specifying the default, and either (i) as to monetary defaults, Lessor have failed to cure the same within ten (10) business days after written notice from Tenant, or (ii) as to nonmonetary defaults, Lessor have failed to cure the same within thirty (30) days after written notice from Tenant, or if the nature of Lessor's nonmonetary default is such that more than thirty (30) days are reasonably required for its cure, then such thirty (30) day period shall be extended automatically so long as Lessor commences a cure within such thirty (30) day period and thereafter diligently pursues such cure to completion. Tenant shall have no right to offset or abate alleged amounts owing by Lessor under this Lease against any amounts owing by Tenant under this Lease. Additionally, Tenant's sole remedy for any monetary default shall be towards the Lessor's interest in the property and not to any other assets. Any and all claims or actions accruing hereunder shall be absolutely barred unless such action is commenced within six (6) months of the event or action giving rise to the default. 11.5 Remedies Cumulative. All rights and remedies of Lessor contained in this Lease shall be construed and held to be cumulative, and no one of them shall be exclusive of the other, and Lessor shall have the right to pursue any one or all of such remedies or any other remedy or relief which may be provided by law, whether or not stated in this Lease.. 11.6 Waiver by Lessor. No delay or omission of Lessor to exercise any right or remedy shall be construed as a waiver of such right or remedy or any default by Tenant hereunder. No act or thing done by Agency's agents during the term of this Lease shall be deemed an acceptance of a surrender of the Premises, and no agreement to accept a surrender shall be valid unless in writing and signed by Lessor. Page127 80A-151 iWa:11:110:1 11.7 Conditions Deemed Reasonable. Tenant acknowledges that each of the conditions to a Transfer, and the rights of Lessor set forth in Article X in the event of a Transfer is a reasonable restriction for the purposes of California Civil Code Section 1951.4. 11.8 Waiver by Tenant. Tenant's waiver of any breach by Lessor of any term, covenant or condition herein contained shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition herein contained. 11.9 Tenant Covenants and Agreements. All covenants and agreements to be performed by Tenant under any of the terms of this Lease shall be performed by Tenant at Tenant's sole cost and expenses and without any abatement of Rent. If Tenant shall fail to pay any sum of money, other than Rent required to be paid by it hereunder, or shall fail to perform any other act on its part to be performed hereunder, or to provide any insurance or evidence of insurance to be provided by Tenant within the time period required under this Lease, then in addition to any other remedies provided herein, Lessor may, but shall not be obligated to do so, and without waiving or releasing Tenant from any obligations of Tenant, make any such payment or perform any such act on Tenant's part to be made or performed as provided in this Lease or to provide such insurance. Any payment or performance of any act or the provision of any such insurance by Lessor on Tenant's behalf shall not give rise to any responsibility of Lessor to continue making the same or similar payments or performing the same or similar acts. All costs, expenses, and other sums incurred or paid by Lessor in connection therewith, together with interest at the Interest Rate from the date incurred or paid by Lessor, shall be deemed to be Additional Rent hereunder and shall be paid by Tenant within thirty (30) days of receipt of a demand and invoice from Lessor, and Tenant's failure to pay the Lessor, as stated herein, shall constitute an Event of Default under this Lease. ARTICLE XII HOLDING OVER If Tenant holds over after the expiration or earlier termination of the Term hereof without the express written consent of Lessor, Tenant shall become a Tenant at sufferance only. If Tenant fails to surrender the Premises and the Improvements as stated herein, and Lessor shall take legal action to cause Tenant's eviction from the Premises and is successful in such action, Tenant shall be responsible for all costs and expenses, including reasonable attorney's fees and costs, incurred by Lessor in connection with such eviction action; Tenant shall also indemnify and hold Lessor harmless from all loss or liability or reasonable attorney's fees and costs, including any claim made by any succeeding tenant, incurred by Lessor founded on or resulting from such failure to surrender. ARTICLE XIII ESTOPPEL CERTIFICATES At any time and from time to time, within ten (10) business days after written request by either Agency or Tenant (the "requesting party"), the other Party (the "responding party") shall execute, acknowledge and deliver an estoppel certificate addressed to the requesting party, and/or Page 128 80A-152 iWa:11:110:1 to such other beneficiary (as described below) as the requesting party shall request, certifying (i) that this Lease is in full force and effect, (ii) that this Lease is unmodified, or, if there have been modifications, identifying the same, (iii) the dates to which Rent has been paid in advance, (iv) that, to the actual knowledge of the responding party, there are no then existing and uncured defaults under the Lease by either Agency or Tenant, or, if any such defaults are known, identifying the same, and (v) any other factual matters (which shall be limited to the actual knowledge of the responding party) as may be reasonably requested by the requesting party. Such certificate may designate as the beneficiary thereof the requesting party, and/or any third party having a reasonable need for such a certificate (such as, but not limited to, a prospective purchaser, transferee or lender) and any such certificate may be relied upon by the Parties. ARTICLE XIV FORCE MAJEURE Unless otherwise specifically provided herein, the period for performance of any nonmonetary obligation by either Party shall be extended by the period of any delay in performance caused by Acts of God, strikes, boycotts, lock -outs, epidemic or pandemic, inability to procure materials not related to the price thereof, failure of electric power, riots, civil unrest, acts of terrorism, insurrection, war, declaration of a state or national emergency, weather that could not have reasonably been anticipated, changes in the Laws which would prevent the Premise from being operated in accordance with this Lease, or other reasons beyond the reasonable control of Agency, Tenant, or their respective agents or representatives (collectively, "Force Majeure Events"). In no event, however, shall Force Majeure Events include the financial inability of a Party to this Lease to pay or perform its obligations hereunder. Further, nothing herein shall extend the time for performance of any monetary obligation owing under this Lease (including Tenant's obligation to pay Rent owing hereunder). ARTICLE XV The Tenant shall be obligated by the separate Maintenance and Affordability Restrictions executed separately between the parties in regards to their operational obligations. ARTICLE XVI LEASEHOLD MORTGAGES 16.1 Definitions. The following definitions are used in this Article (and in other Sections of this Lease): 16.1.1. "Leasehold Estate" shall mean Tenant's leasehold estate in and to the Premises, including Tenant's rights, title and interest in and to the Premises and the Improvements, or any applicable portion thereof or interest therein. 16.1.2. "Leasehold Foreclosure Transferee" shall mean any person (which may, but need not be, a Leasehold Mortgagee) which acquires the Leasehold Estate pursuant to a Page 129 80A-153 iWa:11:110:1 foreclosure, assignment in lieu of foreclosure or other enforcement of remedies under or in connection with a Leasehold Mortgage. 16.1.3. "Leasehold Mortgage" shall mean and includes a mortgage, deed of trust, security deed, conditional deed, deed to secure debt or any other security instrument (including any assignment of leases and rents, security agreement and financing statements) held by a Lender by which Tenant's Leasehold Estate is mortgaged to secure a debt or other obligation, including a purchase money obligation. 16.1.4. "Leasehold Mortgagee" shall mean a Lender which is the holder of a Leasehold Mortgage. 16.1.5. "Tenant" shall mean all of the following: (i) the Tenant under this Lease; (ii) an approved assignee or transferee of the Tenant under this Lease who is or becomes directly and primarily liable to Lessor; and (iii) any further assignee, transferee of any of the parties listed in (ii) who is or becomes directly and primarily liable to Lessor. 16.2 Tenant's Right to Encumber Leasehold Estate; No Right to Encumber Lessor's Fee Interest. Provided that an Event of Default has not occurred and is continuing, Tenant may, at any time during the Tenn of this Lease (with consent of Lessor after prior written notice providing evidence that all requirements of this Lease have been complied with, which consent shall not be unreasonably withheld, conditioned or delayed), encumber all or any portion of Tenant's Leasehold Estate with one (1) or more Leasehold Mortgages; provided, however: 16.2.1. Such Leasehold Mortgage(s) (as of the date recorded) shall not exceed (a) if recorded before completion of the Initial Improvements, One Hundred Percent (100%) of the costs of the Initial Improvements, or (b) if recorded after completion of the Initial Improvements, eighty percent (80%) of the Leasehold Estate value (including the value of all improvements) after completion; 16.2.2. That Tenant shall not have the power to encumber, and no Leasehold Mortgage shall encumber, Lessor's Fee Interest; 16.2.3. Except as expressly provided in this Lease, the Leasehold Mortgage and all rights acquired under it shall be subject to each and all of the covenants, conditions, and restrictions set forth in this Lease and to all rights and interests of Lessor hereunder; and 16.2.4. Nothing in this Lease shall be construed so as to require or result in a subordination in whole or in part in any way of the Lessor's Fee Interest to any Leasehold Mortgage, and; 16.2.5. Except as otherwise expressly provided herein, in the event of any conflict between the provisions of this Lease and the provisions of any such Leasehold Mortgage, the provisions of this Lease shall control. Tenant's encumbrance of its Leasehold Estate with a Leasehold Mortgage, as provided in this Section 15.2, shall not constitute an assignment or other Transfer under Article X or otherwise, nor shall any Tenant Leasehold Mortgagee, as such, be deemed to be an assignee or transferee of Page130 80A-154 iWa:11:110:1 this Lease or of the Leasehold Estate so as to require such Leasehold Mortgagee, as such, to assume the Tenant's obligations and liabilities under this Lease. Notwithstanding the foregoing, if any Leasehold Mortgagee (or its nominee) acquires title to the Premises by foreclosure or deed in lieu thereof, any required consent of the Lessor under this Section 15.2 shall not be unreasonably withheld. 16.3 Notification to Lessor of Leasehold Mortgage. Tenant or any Leasehold Mortgagee shall, prior to making any Leasehold Mortgage, provide Lessor with written notice of such Leasehold Mortgage and the name and address of the Leasehold Mortgagee. At the time of notice, Tenant or such Leasehold Mortgagee shall furnish to Lessor a complete copy of any trust deed and note to be secured thereby, together with the name and address of the holder thereof. Thereafter, Tenant or any Leasehold Mortgagee shall notify Lessor of any change in the identity or address of such Leasehold Mortgagee. Lessor shall be entitled to rely upon the addresses provided pursuant to this Section for purposes of giving any notices required by this Article XV. 16.4 Notice and Cure Rights of Leasehold Mortgagees With Respect to Tenant Defaults. Lessor, upon delivery to Tenant of any notice of a default or demand for payment by Tenant under this Lease or a matter as to which Lessor may predicate or claim a default, will promptly deliver a copy of such notice to each Leasehold Mortgagee. Each notice or demand required to be given by Lessor to a Leasehold Mortgagee under this Lease shall be in writing and shall be given by certified or registered mail, postage prepaid, return receipt requested, to such Leasehold Mortgagee at the address(es) provided by such Leasehold Mortgagee, as applicable, to Lessor from time to time in writing and shall be effective upon receipt (or refusal to accept receipt). No notice or demand given by Lessor to Tenant shall be effective until the duplicate copy of such notice or demand to the Tenant shall have been effectively given to each Leasehold Mortgagee in accordance with this Lease. From and after the date such notice has been given to any Leasehold Mortgagee, such Leasehold Mortgagee shall have the same cure period for such default (or act or omission which is the subject matter of such notice) that is provided to Tenant under this Lease or as otherwise agreed upon by Agency and the Tenant, to commence and/or complete a cure of such default (or act or omission which is the subj ect matter of such notice). Lessor shall accept any and all performance by or on behalf of any Leasehold Mortgagee(s), including by any receiver obtained by any Leasehold Mortgagee(s), as if the same had been done by Tenant. Tenant authorizes each Leasehold Mortgagee to take any such action at such Leasehold Mortgagee's option, and hereby authorizes any Leasehold Mortgagee (or any receiver or agent) to enter upon the Premises for such purpose. 16.5 Limitation on Lessor's Termination Right. If following the delivery of notice pursuant to Section 15.4, above, the default by Tenant continues and is not cured by Tenant (or any Leasehold Mortgagee as allowed under Section 15.4, above), and such failure entitles Lessor to terminate this Lease, Lessor shall have no right to terminate this Lease unless Lessor shall notify in writing each and every Leasehold Mortgagee who has complied with Section 15.3 of Lessor's intent to so terminate at least sixty (60) days in advance of the proposed effective date of such termination. If any Leasehold Mortgagee, within such sixty (60) day period, (i) notifies Lessor of such Leasehold Mortgagee's desire to cure such default and initiates such cure and (ii) pays or cause to be paid the amount that is necessary to cure any monetary default as stated in such notice, if any, then Section 15.6 shall apply. The Lessor, at its sole discretion, may permit such additional Page131 80A-155 iWa:11:110:1 time as necessary for any Leasehold Mortgagee to commence the cure or make payment(s), as stated herein. If any Leasehold Mortgagee fails to respond to said notice of termination within the allotted sixty (60) days as consistent with the conditions of this Section 15.5, Lessor is entitled to immediately terminate this Lease. 16.6 Leasehold Mortgagee Foreclosure Period. If any Leasehold Mortgagee complies with Section 15.5 above, then the following provisions shall apply: 16.6.1. If Lessor's notice under Section 15.5 specifies only monetary Events of Default as the basis for Lessor's election to terminate this Lease, and Leasehold Mortgagee has fully paid the monetary amount designated by Lessor in its notice, then such payment shall be deemed to have cured the Event of Default. If Lessor's notice under Section 15.5 specifies both monetary and non -monetary Events of Default or non -monetary Events of Default as the basis for Lessor's election to terminate this Lease, and Leasehold Mortgagee has fully paid the monetary amount designated by Lessor in its notice, as applicable, then the date of termination specified in Lessor's notice shall be extended for a period of twelve (12) months, provided that such Leasehold Mortgagee shall, during such twelve (12) month period: (a) pay or cause to be paid all Rent under this Lease as the same becomes due (subject to the notice and cure rights expressly set forth herein); and (b) continue (subject to any stay as described in Section 15.6.2 below) its good faith efforts to perform (and complete performance of) all of Tenant's nonmonetary obligations under this Lease, excepting nonnionetary obligations (whether or not a default exists with respect thereto) that are not then reasonably susceptible of being cured by Leasehold Mortgagee; and (c) commence and pursue with reasonable diligence until completion (subject to any stay as described in Section 15.6.2 below) a judicial or nonjudicial foreclosure or other enforcement of remedies under its Leasehold Mortgage. 16.6.2. In the event of a judicial or non judicial foreclosure, the twelve (12) month period described in Section 15.6.1, above, shall automatically be extended by the length of any delay caused by any stay (including any automatic stay arising from any bankruptcy or insolvency proceeding involving Tenant), injunction or other order arising under applicable Laws or issued by any court (which term as used herein includes any other governmental or quasi -governmental authority having such power) (the foregoing being collectively referred to as a "Stay"). Further, Leasehold Mortgagee's obligations stated in Section 15.6.1(b) and (c) shall be automatically suspended during any period that any Stay prevents Leasehold Mortgagee from taking any such actions. Nothing herein, however, shall be construed to extend this Lease beyond the Term hereof nor to require a Leasehold Mortgagee to continue such foreclosure proceedings after the Event of Default has been cured. If the Event of Default has been cured and the Leasehold Mortgagee shall discontinue such foreclosure proceedings, this Lease shall continue in full force and effect as if Tenant had not defaulted under this Lease. 16.6.3. In the event the Leasehold Mortgage requires a new lease between the Lessor and the Leasehold Mortgagee, Lessor shall enter into such new lease with the Leasehold Page132 80A-156 iWa:11:110:1 Mortgagee pursuant to Section 15.7, below, provided Lessor are provided with the necessary and adequate documents related to the new lease requirements in the Leasehold Mortgage as described in Section 15.7. 16.6.4. So long as any Leasehold Mortgagee is complying with Sections 15.6.1 and 15.6.2 above, then upon the acquisition of Tenant's Leasehold Estate by a Leasehold Foreclosure Transferee, this Lease shall continue in full force and effect as if Tenant had not defaulted under this Lease; provided that no Leasehold Foreclosure Transferee shall have any liability for the performance of any of the Tenant's obligations under this Lease until the Leasehold Foreclosure Transferee has acquired the Tenant's interest under the Lease, and then the Leasehold Foreclosure Transferee shall be liable for the performance of only those obligations of the Tenant arising from and after the effective date of the Leasehold Foreclosure Transferee's acquisition of the Tenant's Leasehold Estate. Any such Leasehold Foreclosure Transferee shall be deemed to be an assignee or transferee and shall be deemed to have agreed to perform all of the terms, covenants and conditions on the part of the Tenant to be performed hereunder from and after the effective date on which such Leasehold Foreclosure Transferee acquires title to the Leasehold Estate, but only for so long as such purchaser or assignee is the owner of the leasehold estate. 16.6.5. Any Leasehold Mortgagee (or its designee) that becomes a Leasehold Foreclosure Transferee, upon acquiring title to Tenant's Leasehold Estate without obtaining Lessor's consent and provided it is not in default of any of the provisions of this Lease, shall have a one-time right to assign the Leasehold Estate to Habitat. Upon such assignment, the Leasehold Foreclosure Transferee shall automatically be released of all obligations thereafter accruing under this Lease. Any subsequent Transfers occurring except for the one-time assignment permitted under this Section shall be subject to Article X. 16.7 Leasehold Mortgagee's Right to New Lease. 16.7.1. In the event of any termination of this Lease (including any termination because of an Event of Default, or because of any rejection or disaffirmance of this Lease pursuant to bankruptcy law or any other law affecting creditor's rights, but other than by reason of a Total Taking), Lessor shall give prompt written notice of such termination to each Leasehold Mortgagee and shall (subject to Section 15.8 below if more than one Leasehold Mortgagee then exists) enter into a new lease ("New Lease") of the Premises with the Leasehold Mortgagee holding the Leasehold Mortgage that has the most senior lien priority, in accordance with Section 15.8 below, or its designee, upon notice to Lessor by such Leasehold Mortgagee. The New Lease shall commence as of its effective date and shall continue for the remainder of the scheduled Term of this Lease, at the same Rent that is payable under this Lease, and on the same terms, conditions, covenants, restrictions and reservations that are contained in this Lease (including any extension options, purchase options and rights of first refusal, if any, provided for in this Lease), and subject to the rights of any tenants under residential subleases or other subtenants then in valid occupancy of the Premises and Improvements and further subject to any then existing senior Leasehold Mortgagees; provided that, substantially concurrently with the delivery of a notice by Leasehold Mortgagee requiring Lessor to enter into a New Lease, Leasehold Mortgagee shall pay to Lessor all Rent or any other amounts payable by Tenant hereunder which are then due and shall commence and proceed with diligence to cure all nonmonetary defaults under this Lease, other than those Page133 80A-157 iWa:11:110:1 nonrnonetary defaults which are personal to the foreclosed tenant and impossible for the Leasehold Mortgagee to remedy. 16.7.2. If such Leasehold Mortgagee elects to enter into a New Lease pursuant to Section 15.7.1 above, then Agency and the Leasehold Mortgagee (or its designee) shall promptly prepare and enter into a written New Lease; but until such written New Lease is mutually executed and delivered, this Lease shall govern, from and after the giving of notice pursuant to Section 15.7.1 but prior to the execution of the New Lease, the Lessor's and Leasehold Mortgagee's relationship with respect to the Premises and the Improvements and the Leasehold Mortgagee shall (i) be entitled to possession of the Premises and to exercise all rights of Tenant hereunder, (ii) pay to Lessor any Rent accruing under the New Lease as it becomes owing, and (iii) perform or cause to be performed all of the other covenants and agreements under this Lease. Further, at such time as the written New Lease is mutually executed and delivered, Leasehold Mortgagee (or its designee) shall pay to Lessor its reasonable expenses, including reasonable attorneys' fees and costs, incurred in connection with the preparation, execution and delivery of such written New Lease. In addition, upon execution of any such New Lease, Lessor shall execute, acknowledge and deliver to such Leasehold Mortgagee (or its designee) a grant deed, in recordable form, conveying to such Leasehold Mortgagee (or its designee) fee title to all Improvements in the event that title to such Improvements have vested with the City. 16.7.3. In the event that Lessor receives any net income (i.e., gross income less gross expenses on a cash basis), if any, from the Premises and Improvements during any period that Lessor may control the same, then the Leasehold Mortgagee under the New Lease shall be entitled to such net income received by Lessor except to the extent that it was applied to cure any default of Tenant. 16.7.4. All rights and claims of Tenant under this Lease shall be subject and subordinate to all right and claims of the tenant under the New Lease. 16.8 Multiple Leasehold Mortgages. If more than one Leasehold Mortgagee shall make a written request upon Lessor for a New Lease in accordance with the provisions of Section 17.7, then such New Lease shall be entered into pursuant to the request of the Leasehold Mortgagee holding the Leasehold Mortgage that has the most senior lien priority. Notwithstanding anything herein to the contrary, Lessor shall have no duty or obligation to resolve any disputes or conflicting demands between Leasehold Mortgagees. In the event of any conflicting demands made upon Lessor by multiple Leasehold Mortgagees, Lessor may (subject to any applicable court orders to the contrary) rely on the direction of the Leasehold Mortgagee whose Leasehold Mortgage is recorded first in time in the Official Records of the County, as determined by any national title company. 16.9 Condemnation and Insurance Proceeds. Notwithstanding anything to the contrary contained herein, all condemnation proceeds (other than proceeds payable on account of the value of the Lessor's Fee Interest as encumbered by this Lease) or insurance proceeds shall be subject to and paid in accordance with the requirements of the most senior (in order of lien priority) Leasehold Mortgage, subject, however, to any requirement in this Lease that, to the extent not in conflict with the terms of the applicable Leasehold Mortgage, such proceeds must be used to repair Page134 80A-158 iWa:11:110:1 and restore the Improvements to the Premises which were damaged or destroyed by such condemnation or casualty (including, without limitation, as requires I Article VII following a casualty and in Section 9.4.3 following a condemnation). The handling and disbursement of any such proceeds used to repair or restore the Improvements to the Premises shall be subject to the requirements of such senior Leasehold Mortgage. 16.10 Mortgagee Clauses. A standard mortgagee clause naming each Leasehold Mortgagee may be added to any and all insurance policies required to be carried by Tenant hereunder, provided that any such Leasehold Mortgagee shall hold and apply such insurance proceeds subject to the provisions of this Lease. 16.11 No Waiver. No payment made to Lessor by a Leasehold Mortgagee shall constitute agreement that such payment was, in fact, due under the terms of this Lease; and a Leasehold Mortgagee having made any payment to Lessor pursuant to Lessor's wrongful, improper or mistaken notice or demand shall be entitled to the return of any such payment or portion thereof. 16.12 Fees and Costs. Tenant agrees to reimburse Lessor for its reasonable attorneys' fees and costs incurred in connection with Lessor's review and/or approval of any documentation which may be required in connection with any Leasehold Mortgage by Tenant as provided herein. 16.13 No Termination, Cancellation, Surrender or Modification. Without the prior written consent of each Leasehold Mortgagee, (a) this Lease may not be terminated or cancelled by mutual agreement of Agency and Tenant, (b) Lessor may not accept the surrender of this Lease or the Leasehold Estate created hereunder without the consent of each Leasehold Mortgagee, and (c) this Lease may not be amended, modified or supplemented (and any action taken in furtherance of any of the foregoing without the required consent of each Leasehold Mortgagee shall be void and of no effect). In addition, if any term or provision of this Lease gives Tenant the right to terminate or cancel this Lease, in whole or in part, no such termination or cancellation shall be or become effective unless Tenant has first received approval in writing by each Leasehold Mortgagee. ARTICLE XVII GENERAL CONDITIONS & MISCELLANEOUS PROVISIONS 17.1 Signs. Tenant agrees not to construct, maintain, or allow billboards or outdoor advertising signs upon the Premises. Unapproved billboards or advertising signs may be removed by Lessor without prior notice to Tenant. 17.2 Nondiscrimination. Tenant agrees not to discriminate against any person or class of persons by reason of sex, age (except as permitted by law), race, color, creed, physical handicap, or national origin in the activities conducted pursuant to this Lease. 17.3 Taxes and Assessments. Pursuant to California Revenue and Taxation Code Section 107.6, Tenant is specifically informed that this Lease may create a possessory interest which is subject to the payment of taxes levied on such interest. It is understood and agreed that all taxes and assessments (including but not limited to said possessory interest tax) which become due and payable upon the Premises or upon fixtures, Page135 80A-159 iWa:11:110:1 equipment, or other property installed or constructed thereon, shall be the full responsibility of Tenant, and Tenant shall cause said taxes and assessments to be paid promptly. 17.4 Quitclaim of Interest upon Termination. Upon termination of this Lease for any reason whatsoever in accordance with the terms of the Lease, Tenant shall execute, acknowledge, and deliver to Lessor, within five (5) business days, a good and sufficient deed, in a form as approved by the Lessor, whereby all right, title, and interest of Tenant in the Premises is quitclaimed back to Lessor ("Quitclaim Deed"). The Quitclaim Deed shall then be recorded by Lessor to remove any cloud on title created by this Lease. 17.5 Public Records. Tenant acknowledges that any written information submitted to and/or obtained by Lessor from Tenant or any other person or entity having to do with or related to this Lease and/or the Premises, either pursuant to this Lease or otherwise, is a "public record" open to inspection and copying by the public pursuant to the California Public Records Act (Government Code §6250, et seq.) ("CPRA") as now in force or hereafter amended, or any Law in substitution thereof, or otherwise made available to the public, unless such information is exempt from disclosure pursuant to the applicable sections of CPRA. In the event that a CPRA request is made for any financial statements and records of Tenant and the Lessor determines that the records must be turned over, the Lessor will give Tenant written notice prior to turning over such records so that Tenant can take any necessary action, including, but not limited to, injunctive relief, to prevent Lessor from turning over such Tenant financial statements and records. However, failure to provide such written notice would not preclude production of the documents as required by the CPRA or other pertinent Law, and would not constitute a breach of this Lease Agreement. 17.6 Attorney's Fees. In any action or proceeding brought to enforce or interpret any provision of this Lease, or where any provision hereof is validly asserted as a defense, each Party shall bear its own attorneys' fees and costs. 17.7 Reserved. 17.8 Declaration of Knowledge by Tenant. Tenant warrants that Tenant has carefully examined this Lease and by investigation of the site and of all matters relating to the Lease arrangements has fully informed itself as to all existing conditions and limitations affecting the construction of the Lease improvements and of the uses contemplated hereunder. 17.9 Governing Law. This Lease shall be governed by and construed in accordance with the laws of the State of California and of the City. 17.10 Venue. The Parties hereto agree that this Lease has been negotiated and executed in the State of California and shall be governed by and construed under the laws of California. hi the event of any legal action to enforce or interpret this Lease, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California, and the Parties hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure Section 394. Furthermore, the Parties hereto specifically agree to waive any and all rights to request that an action be transferred for trial to another county. Page136 80A-160 iWa:11:110:1 17.11 Headings and Titles. The captions of the Articles or Sections of this Lease are only to assist the Parties in reading this Lease and shall have no effect upon the construction or interpretation of any part hereof. 17.12 Interpretation. Whenever required by the context of this Lease, the singular shall include the plural and the plural shall include the singular. The masculine, feminine and neuter genders shall each include the other. In any provision relating to the conduct, acts or omissions of Tenant, the term "Tenant" shall include Tenant's agents, employees, contractors, invitees, successors or others using the Premises with Tenant's expressed or implied permission. In any provision relating to the conduct, acts or omissions of Agency, the term "Agency" or "Lessor" shall include Agency's agents, employees, contractors, invitees, successors or others using the Premises with Agency's expressed or implied permission. 17.13 Ambiguities. Each Party hereto has reviewed this Lease with legal counsel, and has revised (or requested revisions of) this Lease based on the advice of counsel, and therefore any rules of construction requiring that ambiguities are to be resolved against a particular Party shall not be applicable in the construction and interpretation of this Lease or any exhibits hereto. 17.14 Successors and Assigns. Except as otherwise specifically provided in this Lease, all of the covenants, conditions and provisions of this Lease shall be binding upon and shall inure to the benefit of the Parties hereto and their respective heirs, personal representatives, successors and assigns. 17.15 Time is of the Essence. Time is of the essence with respect to the performance of every provision of this Lease in which time of performance is a factor. 17.16 Severability. If any term or provision of this Lease is held invalid or unenforceable to any extent under any applicable law by a court of competent jurisdiction, the remainder of this Lease shall not be affected thereby, and each remaining term and provision of this Lease shall be valid and enforceable to the fullest extent permitted by law. 17.17 Integration. This Lease together with the Inclusionary Grant Agreement, along with any exhibits, attachments or other documents affixed hereto or referred to herein and related Agency permits, constitute the entire agreement between Agency and Tenant relative to the leasing of the Premises. This Lease and such exhibits, attachments and other documents may be amended or revoked only by an instrument in writing signed by Agency and Tenant. Agency and Tenant hereby agree that no prior agreement, understanding or representation pertaining to any matter covered or mentioned in this Lease and Inclusionary Grant Agreement shall be effective for any purpose. 17.18 Notices. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered or sent by registered or certified mail, postage prepaid, return receipt requested, or electronic mail, shall be deemed received upon the earlier of (a) if personally delivered, the date of delivery to the address of the person to receive such notice, (b) if mailed, three (3) business days after the date of posting by the United States post office, (c) if given by electronic mail, when sent if before 5:00 p.m., otherwise on the next business day, or (d) if delivered by overnight delivery, one (1) business day after mailing. Page137 80A-161 iWa:11:110:1 Either Party may change the address for notices by giving the other Party at least ten (10) calendar days' prior written notice of the new address. If to Lessor: Housing Authority of the City of Santa Ana 20 Civic Center Plaza (M-26) P.O. Box 1988 Santa Ana, California 92702 Attn: 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 Tenant: c/o Habitat for Humanity of Orange County 2200 S. Ritchey Street Santa Ana, CA 92705 Attention: Executive Director or Chief Executive Officer With a copy to: 17.19 Amendments. Any changes to this Lease shall be in writing and shall be properly executed by all Parties. 17.20 Dispositions of Abandoned Property. If Tenant abandons or quits the Premises or is dispossessed thereof by process of law or otherwise, title to any personal property belonging to and left on the Premises thirty (30) days after such event shall, at Lessor's option, be deemed to have been transferred to Lessor. Lessor shall have the right to remove and to dispose of such property at Tenant's cost, including the cost of labor, materials, equipment and an administrative fee equal to fifteen percent (15%) of the sum of such costs without liability therefor to Tenant or to any person claiming under Tenant, and shall have no need to account therefor. At Lessor's option, Lessor may provide Tenant with an invoice for such costs, which invoice Tenant agrees to pay within fifteen (15) days of receipt. 17.21 No Partnership. This Lease shall not be construed to constitute any form of partnership or joint venture between Agency and Tenant. Except with respect to Agent's role as Lessor's agent in enforcing the Restrictions as to subsequent Tenants, Agency and Tenant mutually acknowledge that no business or financial relationship exists between them other than as Lessor and Tenant, and that Agency is not responsible in any way for the debts of Tenant or any other Party. 17.22 Authorization. Agency and Tenant (each, a "signing party") each represents and warrants to the other that the person or persons signing this Lease on behalf of the signing party has full authority to do so and that this Lease binds the signing party. Concurrently with the execution of this Lease, the Tenant shall deliver to the Lessor a certified copy of a resolution of Page138 80A-162 iWa:u:11r:1 the signing party's board of directors or other governing board authorizing the execution of this Lease by the signing party. 17.23 Recording. This Lease itself shall not be recorded, but in the event that the Tenant encumbers the leasehold as set forth in Article XVII, a memorandum hereof may be recorded in the form of Exhibit C attached hereto (the "Memorandum"). The Memorandum may be executed concurrently with this Lease and thereafter recorded in the Official Records of the County Recorder on the Effective Date of this Lease has occurred. Tenant shall be responsible for the payment of all charges imposed in connection with the recordation of the Memorandum, including, without limitation, any documentary transfer tax imposed in connection with this transaction and all recording fees and charges. 17.24 Exhibits. This Lease contains the following exhibits, schedules and addenda, each of which is attached to this Lease and incorporated herein in its entirety by this reference: Exhibit A: Legal Description of the Premises Exhibit A-1: Rendering of the Premises Exhibit B: Affordability and Maintenance Restrictions Exhibit C: Form of Memorandum of Lease 17.25 Consent/Duty to Act Reasonably. Except as otherwise expressly provided herein, whenever this Lease grants Agency, Habitat and/or Tenant the right to take any action, grant any approval or consent, or exercise any discretion, Agency, Habitat and/or Tenant shall act reasonably and in good faith and take no action which might result in the frustration of the other Party's reasonable expectations concerning the benefits to be enjoyed under this Lease. 17.26 Counterparts. For the convenience of the Parties to this Lease, this Lease may be executed in several original counterparts, each of which shall together constitute but one and the same agreement. Original executed pages may be assembled together into one fully executed document. 17.27. No Merger. The interests created by this Lease shall not be extinguished by merger of any or all of the ownership interests the Premises or the Improvements in one person or entity. [Signatures on Following Pages] Page139 80A-163 A:cu:11r:1 IN WITNESS WHEREOF, the Parties have executed this Lease on the date first written above. APPROVED AS TO FORM: SONIA CARAVALHO AUTHORITY GENERAL COUNSEL By: / Ryan O. o e, Assistant City Attorney Date 10/29/2020 TENANT HABITAT FOR HUMANITY OF ORANGE COUNTY, a nonprofit organization By: Sharon Ellis, Executive Director LESSOR HOUSING AUTHORITY OF THE CITY OF SANTA ANA ACTING AS THE HOUSING SUCCESSOR AGENCY a public body, corporate and politic By: Steven A. Mendoza, Executive Director Date Page 140 �'�"®� 80A-164 EXHIBIT 6 - Legal Description Commonly ]mown as: 826 N. Lacy Sheet, Santa Ana, CA PARCEL 1 AS SHOWN ON EXHIBIT' V' ATTACHED TO LOT LINE ADJESThfENT 93-11 RECORDED JANUARY 7, 1994 AS INSTRUMENT NO. 94- 0016423 OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA: 80A-165 EXHIBIT A-1 OF THE PREMISES Pave 142 80A-166 EXHIBIT A-1 826 N. LACY STREET SANTA ANA, CA VANCE STREET I W I � SUBJECT - - - PROPERTY II I I PASCO LARET SUITER EXHIBIT w_ ,�" CYST 826 N. LACY STREET & ASSOCIAM Son Dlep I Solana Beach I Orange County SCALE = 1" = 50' Is,F SHEET 1 OF 1 Phone 949.661.66951 www.p6menglneering corn 80A-167 EXHIBIT B FORM OF AFFORDABILITY AND MAINTENANCE RESTRICTIONS Page l41 .o • • iWa:11:110:1 FREE RECORDING REQUESTED PURSUANT TO GOVERNMENT CODE SECTION 6103 & 27383 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 AFFORDABILITY AND MAINTENANCE RESTRICTIONS {Address: 826 N. Lacy Street (APN 398-041-22)) THESE AFFORDABILITY AND MAINTENANCE RESTRICTIONS (the "Restrictions") are entered into by and between Habitat for Humanity of Orange County, a nonprofit organization ("Habitat"), as the "Tenant" under the Ground Lease for each of two parcels of Property (defined below), and the Housing Authority of the City of Santa Ana, a public body, corporate and politic ("City" and/or "Agency") as the "Lessor" under the Ground Lease for the above -referenced Premises. RECITALS: A. The City's Housing Opportunity Ordinance ("Ordinance") was originally adopted by the City Council on November 28, 2011 (Ordinance No. NS-2825), and is codified in Article XVIILI of the Santa Ana Municipal Code ("SAMC"). The Ordinance was amended by the City Council on September 1, 2015 (Ordinance No. NS-2881), on October 6, 2015 (Ordinance No. NS- 2885), and on September 1, 2020 (Ordinance No. NS-2994). The Ordinance established standards and procedures to encourage the development of housing that is affordable to a range of households with varying income levels. Pursuant to SAMC section 41-1904(c), developers may pay an in - lieu fee in certain instances to satisfy the inclusionary requirements. These funds are deposited into the Inclusionary Housing Fund, as defined by SAMC section 41-1901, and are to be used to increase and improve the supply of affordable housing per SAMC section 41-1909. B. Habitat requested financial assistance in connection with the proposed development of two (2) single-family detached homes ("Restricted Units") restricted for sale to moderate income families earning no more than 120% of the Orange County Area Median Income ("Project") to be located at 416 Vance Street (APN 398-041-22) and 826 N. Lacy Street (APN 398-041-22 ("Property"). The two (2) Restricted Units will be affordable to family households earning no more than 120% of the Area Median Income ("AMI"). C. On March 5, 2019, the City of Santa Ana authorized the City Manager and the Clerk of the Council to execute a pre -loan commitment letter with Habitat for $231,494 in Inclusionary 1076\53\1379664.2 iWa:11:110:1 Housing Funds for the development of the Project at the Property, subject to non -substantive changes approved by the City Manager and City Attorney. D. On November 17, 2020, the City of Santa Ana agreed to change the terms of the pre -loan commitment from a loan to a conditional grant. E. The amount of the Conditional Inclusionary Grant was determined based upon the City's review of the Habitat's request for the receipt of the Conditional Inclusionary Grant and the development proforma and projected cash flows for the Project submitted by the Habitat to the City ("Proforma"). The City Project Manager has authority to approve revised development proformas and projected cash flows for the Project; provided, however, that the Conditional Inclusionary Grant is not materially increased or extended. F. In furtherance of the Inclusionary Housing Program, Habitat applied to the City for a grant with which to: 1. Develop and construct the Project. G. The City, on certain terms and conditions, made such Inclusionary Grant to Developer in order to make possible the development and construction of the Project, thereby expanding the supply of decent, safe, sanitary and affordable housing within the City. H. If there is any inconsistency between Federal, State, and local guidelines with regard to any of the terms and conditions contained herein, the more stringent shall apply. I. The Inclusionary Grant Agreement and Ground Leases for the two parcels of the Property are entered into for the purpose of providing for affordable residential ownership units in the City of Santa Ana pursuant to the Inclusionary Housing Fund regulations and guidance. J. These Restrictions empower Habitat, as Lessor's Agent, following construction of the homes, to maintain the affordability of the Restricted Units and to maintain the certain components of the Premises that may not be covered by Tenant insurance under the Ground Lease for the Premises. NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, City and Developer agree as follows: 1. Definitions: "Affordable Housing" means the total housing costs paid by a qualifying household, which shall not exceed the fraction of gross income specified, as follows, in accordance with the State of California Department of Housing and Community Development pursuant to Health and Safety Code Section 50052.5(b)(4) and the U.S. Department of Housing and Urban Development (HUD): 80A'- 170 iWa:11:110:1 Moderate -Income Households. Thirty (30) percent of the income of a household earning one hundred and twenty (120) percent of the Median Income for the Area for for -sale units, adjusted for family size appropriate for the unit. "Affordable Mortgage" means the monthly mortgage payment, which does not exceed the maximum amount applicable to Moderate Income Households. "Agent" shall mean. with respect to Habitat's rights and responsibilities under this Restriction, Habitat or similarly situated non-profit public benefit organization assisting with providing housing for moderate -income persons as Habitat's successors and assigns, subject to the City's right to approve the agreement to effect such assignment or transfer. City shall permit Habitat assignments or transfers of Habitat's interests under the Restriction to an Affiliate nonprofit public benefit corporation or for -profit corporation of Habitat, or to a limited partnership whose general partner is a nonprofit corporation, for -profit corporation or limited liability company is an Affiliate of Habitat or Habitat's general partner "Applicable Law" shall mean those federal, state and local laws, ordinances, regulations, policies and procedures applicable to the Inclusionary Housing Funds. "City" means the City of Santa Ana, California, a charter city and municipal corporation. "City" shall also refer to the Housing Authority of the City of Santa Ana where the context dictates, to the effect that the Housing Authority of the City shall have all the rights granted to the City hereunder. "Governmental Authority" means any governmental or quasi -governmental agency, board, bureau, commission, department, court, administrative tribunal or other instrumentality or authority, and any public utility. "HUD" means the United States (U.S.) Department of Housing and Urban Development, and any successors or assigns thereof. "Improvements" means all improvements and fixtures now and hereafter comprising any portion of the Property, including, without limitation, landscaping, trees and plant materials; and offsite improvements, as required through the City of Santa Ana Planning and Building Agency entitlement process. "Inclusionary Grant" or "Conditional Inclusionary City Grant" means a grant in the original principal amount of up to two hundred, thirty-one thousand, four hundred and ninety-four dollars ($231,494) to be made to Developer by the City to be funded exclusively from the Inclusionary Housing Fund. "Laws" means all statutes, laws, ordinances, regulations, orders, writs, judgments, injunctions, decrees or awards of the United States or any state, county, municipality or other Governmental Authority. 80A3171 iWa:11:110:1 "Lien" means any lien, mortgage, pledge, security interest, charge or encumbrance of any kind, including any conditional sale or other title retention agreement, any lease in the nature thereof, and any agreement to give any lien or security interest. "Median Income for the Area" means the median income for Orange County, California PMSA as most recently determined by HUD. Also may be referred to interchangeably in the Inclusionary Grant Documents as "Area Median Income" or "AMP'. "Premises" means that portion of the Property and any Improvements thereon that is located at 826 N. Lacy Street (APN 398-041-22), Santa Ana, CA 92701, as more fully described in the "Legal Description" attached to the Agreement as Exhibit A and incorporated herein by reference. "Project" means the construction of the Improvements upon the Property by Developer pursuant to the Agreement. "Property" means the property that is located at 826 N. Lacy Street (APN 398-041-22), Santa Ana, CA 92701 in the City of Santa Ana. "Restricted Units" means the two (2) "Housing Units" at the Project, which shall and will be restricted to an affordable home purchase price based on the California Health and Safety Code Section 50052.5 calculation methodology and the median incomes distributed by HUD for a period of not less than ninety-nine (99) years recorded against the Premises in the Official Records, County of Orange, California. "Term of Affordability" or "Affordability Period" means the terms and conditions contained herein shall remain in effect for ninety-nine (99) years from the date of the Ground Lease. 2. Use of the Premises. Except while Habitat is the initial Tenant under the Ground Lease, Tenant covenants and agrees, for itself, its successors, its assigns, and every successor in interest to the Premises any part thereof, that Tenant is a Moderate -Income Household, as provided in these Restrictions. Tenant agrees that during the Term of Affordability, the Premises shall be used only for decent, safe, sanitary and Affordable Housing pursuant to the affordability requirements of California Health and Safety Code ("H&S") sections 50052.5 and 33334.3, as applicable. 3. Premises Affordabilitv and Maintenance Restrictions. 3.1 Affordability Restrictions: A. Tenant agrees and covenants, which covenants shall run with the land and bind Tenant, its successors, its assign and every successor in interest to the Property that Tenant will only enter into Affordable Mortgages and only make the Restricted Unit on the Premises available for resale to Moderate Income Households at an Affordable Housing purchase price based on the California Health and Safety Code Section 50052.5 calculation methodology and the median incomes distributed by HUD during the Term of Affordability. Tenant agrees that, upon 80A4 172 iWa:11:110:1 termination of Tenant's right in the Lease and/or resale of the Restricted Unit, Agent shall have the exclusive right to approve any assignment of the Lease and re -sale of the Restricted Unit, and that Tenant (other than Habitat) have no right to assign its interests in the Lease and/or to sell the Restricted Unit without such Agent approval other than to a Leasehold Mortgage lenders as a pledge to finance an Affordable Mortgage. Agent shall take all necessary steps to review the income of all homeowners prior to selling to them. Agent shall allow the City to conduct periodic reviews of homeowner files and files relating to affirmative marketing and outreach to ensure the Project's compliance with applicable regulations and guidelines. The interests of Leasehold Mortgage Lenders shall be subordinate to the Restrictions and to Agent's right to approve assignrent of the Tenant Leasehold interest and resale of the home to Qualifying Purchasers following foreclosure by the Leasehold Mortgage lenders. (1) Local Preference. Local preference for Santa Ana residents and workers in homebuyer selection shall be a requirement of the Project. Subject to the prohibition of discrimination and the granting of preferences in housing occupancy imposed by federal laws and regulations, the State of California, and by the City of Santa Ana Affordable Housing Funds Policies and Procedures, when selling the Restricted Unit and assigning its interests in the Lease, Tenant, with the assistance of Agent shall use its best efforts to sell the Restricted Unit and assign its interests in the Lease in the following order of priority: First priority shall be given to persons who have been permanently displaced or face permanent displacement from housing in Santa Ana as a result of any of the following: o A redevelopment project undertaken pursuant to California's Community Redevelopment Law (Health & Safety Code Sections 33000, et seq.) -- applicable only to projects funded by the Low and Moderate Income Housing Asset Fund. o Ellis Act, owner -occupancy, or removal permit eviction; o Earthquake, fire, flood, or other natural disaster; o Cancellation of a Housing Choice Voucher HAP Contract by property owner; or o Governmental Action, such as Code Enforcement. • Second priority shall be given to persons who are either: a. Residents of Santa Ana and/or b. Working in Santa Ana at least 32 hours per week for at 80A5173 iWa:11:110:1 least the last 6 months. B. The two (2) single-family detached homes will be restricted for sale to moderate income families earning no more than 120% of the Orange County Area Median Income based on the California Health and Safety Code Section 50052.5 calculation methodology and the median incomes distributed by HUD. C. These Restrictions shall be recorded in the Official Records of the County, and shall remain in first position on title and shall not be subordinated. 3.2 Maintenance of the Property: A. Maintenance Reserve Fee. Tenant agrees and covenants, which covenants shall run with the land and bind Tenant, its successors, its assign and every successor in interest to the Property that Tenant will pay to Habitat, as Agent for Lessor, a monthly maintenance reserve fee in an amount established by Habitat sufficient to maintain a reserve fund to pay for any required roof repairs, re- painting, landscaping and pest control/remediation for the Restricted Unit on the Premises, which amount shall be established by Habitat, in its sole discretion, and which fees shall be maintained by Habitat in a separate account and used as needed by Habitat for the purpose of paying for any required roof repairs, re -painting, landscaping and pest control/remediation, as determined to be necessary by Habitat and/or the City. Tenant shall allow Habitat and its agents and contractors access to the Premises at reasonable hours to carry out such maintenance by Habitat as Habitat may determine, in its sole discretion. B. Maintenance. Tenant agrees to maintain the roofing, exterior paint, and the landscaping in a clean and good condition and repair in compliance with all applicable housing quality standards and state and local code requirements, and keep the Property free from any accumulation of debris and waste materials. If at any time Tenant fails to maintain, or cause to be maintained, the roofing, exterior paint, and landscaping as required, and said condition is not corrected after the expiration of a reasonable period of time not to exceed thirty (30) days from the date of written notice from the City, unless such condition cannot reasonably be cured within thirty (30) days, in which case Tenant shall have such additional time as reasonably necessary to complete such cure, the City may perform the necessary maintenance and Tenant shall pay all reasonable costs incurred for such maintenance from the maintenance reserve fund detailed in section 3.2(A) above. C. Monitoring. Tenant shall allow the City to conduct periodic inspections of the roof, exterior paint, or landscaping after the date of construction completion, with reasonable notice. Tenant shall cure any defects or deficiencies found by the City while conducting such inspections within thirty (30) days of written notice thereof, or such longer period as is reasonable within the sole discretion of the City. 3.3 Obligation to Refrain from Discrimination: A. In Use of Property. Any party subject to the terms of these Affordability and Maintenance Restrictions covenants and agrees that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, disability, 80A`=174 iWa:11:110:1 sex, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property nor shall Habitat itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Property, as required by the Title VI of the Civil Rights Act of 1964, the Fair Housing Act (42 U.S.C. 3601-20) and all implementing regulations, and the Age Discrimination Act of 1975, and all implementing regulations. B. In Affordable Housing Restrictions. Any party subject to the terms of these Affordability and Maintenance Restrictions shall not refuse to sell a unit to a holder of a rental voucher under 24 CFR part 887 (Housing Choice Voucher Program) or to a holder of a comparable document evidencing participation in a federally funded tenant -based assistance program because of the status of the prospective tenant as a holder of such certificate of family participation, rental voucher, or comparable tenant -based assistance document. 4. Miscellaneous Provisions: A. Any sales prices of any of the Restricted Units must be for an amount not more than what is affordable to a moderate income family earning no more than 120% of the Orange County Area Median Income based on the California Health and Safety Code Section 50052.5 calculation methodology and the median incomes distributed by HUD. B. The covenants established in these Restrictions shall be binding for the benefit of and in favor of the City and its respective successors and assigns, without regard to technical classification and designation. These Restrictions shall remain in effect for the Term of Affordability. The covenants against discrimination shall remain in effect for the period of these Restrictions. C. The City is the beneficiary of the terms and provisions of these Restrictions and the covenants herein, both for and in its own right and for the purposes of protecting the interests of the community and other parties, public or private, for whose benefit these Restrictions and the covenants running with the land have been provided. The City shall have the right if the covenants are breached, to exercise all rights and remedies, and to maintain any actions or suits at law or in equity or other proper proceedings to enforce the curing of such breaches to which they or any other beneficiaries of these Restrictions and covenants are entitled. D. The covenants and agreements contained herein shall run with the land and shall remain in effect for the Term of Affordability. E. Upon a Transfer of the Property, the transferee will be obligated to meet with the Agent prior to closing of the Transfer to review the terms of these Restrictions and requirements of the transferee therein. Any failure of transferee to meet with the Agent as required would constitute a default under these Restrictions. 80A'-175 iWa:11:110:1 F. The Ground Lease and all of its attachments, including these Affordability Restrictions, shall be enforceable by the City in accordance with the default and remedy terms and procedures detailed in the Ground Lease. G. Reserved {Signatures on following page} 80A' 176 iWa:11:110:1 IN WITNESS WHEREOF, the parties hereto have caused these Affordability Restrictions on Transfer of Property to be executed on the date set forth at the beginning of these Restrictions. ATTEST: Daisy Gomez Recording Secretary APPROVED AS TO FORM Sonia R. Carvalho Authority General Counsel By: Ryan O. Hodge Assistant City Attorney HOUSING AUTHORITY OF THE CITY OF SANTA ANA, ACTING AS THE HOUSING SUCCESSOR AGENCY Steven A. Mendoza Executive Director {Signatures continue on following page) 80A`'--177 iWa:11:110:1 DEVELOPER: Habitat for Humanity of Orange County IC Sharon Ellis Its: Executive Director 80A °178 EXHIBIT 6 - Legal Description Commonly ]mown as: 826 N. Lacy Sheet, Santa Ana, CA PARCEL 1 AS SHOWN ON EXHIBIT' V' ATTACHED TO LOT LINE ADJESThfENT 93-11 RECORDED JANUARY 7, 1994 AS INSTRUMENT NO. 94- 0016423 OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA: 80A-179 iWa:11:110:1 EXHIBIT D FORM OF MEMORANDUM OF LEASE MEMORANDUM OF LEASE This is a Memorandum of Lease ("Memorandum") made and entered into as of this day of 120 , by and between the Housing Authority of the City of Santa Ana, a public body, corporate and politic (collectively, the "Lessor") and Habitat for Humanity of Orange County, a nonprofit organization, ("Tenant"), residing at , upon the following terms: 1. Lease. The provisions set forth in a written lease between the parties hereto dated ("Lease"), are hereby incorporated by reference into this Memorandum. 2. Subject Premises. The Premises which are the subject of the Lease are more particularly described as on Exhibit A, attached hereto 3. Effective Date of Lease. The Lease shall be deemed to have commenced on (the "Effective Date") as set forth within the terms of the Lease. 4. Term. The Term of the Lease shall be Ninety -Nine (99) years from the Effective Date as stated in the written Lease. The Term shall commence on the date hereof and terminate Ninety - Nine (99) years from the Effective Date. 5. Duplicate Copies of the originals of the Lease are in the possession of the Lessor and Tenant and reference should be made thereto for a more detailed description thereof and for resolution of any questions pertaining thereto. The addresses for Lessor and Tenant are as follows: If to Lessor: Housing Authority of the City of Santa Ana 20 Civic Center Plaza (M-26) P.O. Box 1988 Santa Ana, California 92702 Attn: 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 Tenant: c/o Habitat for Humanity of Orange County 2200 S. Ritchey Street Santa Ana, CA 92705 Attention: Executive Director or Chief Executive Officer With a copy to: Page144 Fi l ffli l iWa:11:110:1 6. Purpose. It is expressly understood and agreed by all Parties that the sole purpose of this Memorandum is to give record notice of the Lease; it being distinctly understood and agreed that said Lease constitutes the entire lease and agreement between Lessor and Tenant with respect to the Premises and is hereby incorporated by reference. The Lease contains and sets forth additional rights, terms, conditions, duties, and obligations not enumerated within this instrument which govern the Lease. This Memorandum is for informational purposes only and nothing contained herein may be deemed in any way to modify or vary any of the terms or conditions of the Lease. In the event of any inconsistency between the terms of the Lease and this instrument, the terms of the Lease shall control. The rights and obligations set forth herein shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, representatives, successors, and assigns. IN WITNESS WHEREOF, the Parties hereto have executed this Memorandum pursuant to due authorization on the dates herein acknowledged. AGENCY: By: Name: Title: TENANT: By: Name: Title: Name: Title: Page 145 80A-181