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Home My WebLink About FULL PACKET_2005-10-03 ORDINANCE NO. NS-2697 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA ADDING ARTICLE XI TO CHAPTER 34 OF THE SANTA ANA MUNICIPAL CODE TO ESTABLISH A PROCEDURE FOR THE VOLUNTARY MERGER OF PARCELS THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES ORDAIN AS FOLLOWS: SECTION 1: The City Council hereby finds, determines and declares as follows: A. The City is authorized pursuant to Government Code section 6499.20% to establish by ordinance a process for the voluntary merger of one or more parcels of land provided they are contiguous and under common ownership. B. Section 21 080(b)(1) of the Public Resources Code provides that the provisions of the California Environmental Quality Act ("CEQA") do not apply to ministerial projects proposed to be carried out or approved by public agencies. Title 14, California Code of Regulations, section 15268, part of the State CEQA Guidelines, provides that the decision as to what is "ministerial" can most appropriately be made by the public agency involved, and that each public agency should identify or itemize those projects and actions which are deemed ministerial. Pursuant to this authority, and section 15305 (Class 5 categorical exemption) of the State CEQA Guidelines, the voluntary merger of parcels set forth by this ordinance is a ministerial project exempt from CEQA. C. Pursuant to CEQA, the City has adopted Categorical Exemption No. 2005-167 for the adoption of this Ordinance. SECTION 2: Article XI is added to Chapter 34 of the Santa Ana Municipal Code to read in full as follows: ARTICLE XI - VOLUNTARY MERGER OF PARCELS Sec. 34-170. Voluntary Merger of Parcels. Pursuant to the provisions of California Government Code section 6499.20%, a merger and certificate of merger of existing adjoining parcels of real property may be authorized by the Executive Director of Planning and Building ("Executive Director"), and filed for record by the county recorder only where the Executive Director makes all of the following findings, after consultation with the Public Works Agency: 11 A-1 Ordinance No. NS-2697 Page 1 of 5 (a) The merger will not affect any fees, grants, easements, agreements, conditions, dedications, offers to dedicate or security provided in connection with any City approvals of divisions of real property or lot line adjustments. (b) The boundaries of the parcels to be merged are contiguous, well-defined in existing recorded documents or filed maps and were legally created or have certificates of compliance issued on them. If the finding under this subsection (b) cannot be made, the Executive Director may nevertheless authorize the merger of two or more parcels of land of which at least one was not created in compliance with the Subdivision Map Act and/or local ordinances as an alternative to the issuance of a conditional certificate of compliance. (c) The merger will not alter the exterior boundary of the parcels to be merged. (d) The document used to effect the merger contains an accurate description of the exterior boundaries of the resulting parcel. (e) The parcels to be merged are under common ownership. (f) All parties having any record title interest in the real property affected have consented to the merger upon a form and in a manner approved by the City, excepting all those interests that are excepted from the requirement to consent to the preparation and recordation of final maps under the provisions of California Government Code section 66436 and according to the terms, provisions, reservations and restrictions provided therein for such consent. (g) The parcels, if merged, would be consistent with the City's general plan and Chapter 41 of the Code. (h) The merger, if approved, would not deprive the merged parcel nor any other, adjacent parcel, of access as required by this Chapter. (i) All necessary fees and requirements, including a fee for recording the documents, have been provided. Sec. 34-171. Appeal of Executive Director's Decision. Ordinance NS-2697 Page 2 of 5 11 A-2 The Executive Director's decision to grant or deny an application for a voluntary merger of parcels may be appealed to the Planning Commission by any interested party within ten (10) calendar days of the Executive Director's decision. The decision of the Planning Commission, which shall be made pursuant to Section 34-170, shall be final. Sec. 34-172. Concurrent filing of record of survey. Where a record of survey is deemed to be necessary by the Executive Director or the applicant in order to monument and define the boundaries of the merged parcel, such record of survey, otherwise in compliance with all requirements of this article, may be filed with the county recorder at the same time as the merger and certificate of merger. Sec. 34-173. Effect of Voluntary Merger. The filing of said merger and certificate of merger for record shall constitute a merger of the separate parcels into one parcel for the purpose of the Subdivision Map Act and local ordinances enacted pursuant thereto, and the parcels shall thereafter be treated in all respects as a single parcel. Sec. 34-174. Recording of merger without approval prohibited. No person shall record a document merging separate legal parcels into a single parcel for the purposes of the Subdivision Map Act and local ordinances enacted pursuant thereto except in conformity with the provisions of this article. Sec. 34-175. Application Fees. The City Council shall establish by ordinance or resolution such fees as may be required for the review and processing of a proposal for voluntary merger. SECTION 3: All actions by the City granting or denying an application for a voluntary merger or parcels or the issuance of a certificate of merger are hereby deemed exempt from the provisions of the California Environmental Quality Act ("CEQA"). SECTION 4: The application fee to process and review a request for merger and certificate of merger shall be, until further action by the Council by ordinance or resolution, the same as the fee for an application for a lot line adjustment. The fee to appeal the Executive Director's decision to the Planning Commission pursuant to section 36-171 of the Code shall be, until further action by the Council by ordinance or resolution, one-half (12) the application fee for a lot line adjustment. These fees shall, without further action of the Council, be added to the City's Miscellaneous Fee Resolution upon its next update. 11A-3 Ordinance No. NS-2697 Page 3 of 5 The Council further finds, determines and declares that the these fees are just and reasonable in that the amount of staff work to process a lot line adjustment is equal to or more than the staff work necessary to process an application for a merger and certificate of merger, and that the staff work needed to process an appeal of the Executive Director's decision is at least one-half (12) or the work needed to process the initial application. SECTION 5: If any section, subsection, sentence, clause, phrase or portion of this ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this ordinance. The City Council of the City of Santa Ana hereby declares that it would have adopted this ordinance and each section, subsection, sentence, clause, phrase or portion thereof irrespective of the fact that anyone or more sections, subsections, sentences, clauses, phrases, or portions be declared invalid or unconstitutional. ADOPTED this day of ,2005 Miguel A. Pulido Mayor APPROVED AS TO FORM: Joseph W. Fletcher, City Attorney By: Benjamin Kaufman Chief Assistant City Attorney AYES: Council members NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Council members Ordinance NS-2697 Page 4 of 5 11A-4 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-2697 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-2697 Page 5 of 5 11A-5 11A-6 ORDINANCE NO. NS-2698 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA REZONING THE PROPERTY LOCATED AT 606 SOUTH EUCLID STREET FROM COMMUNITY COMMERCIAL (C1) TO SINGLE-FAMILY RESIDENCE (R1) (AA NO. 2005-03) THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES ORDAIN AS FOLLOWS: Section 1. The City Council of the City of Santa Ana does hereby find, determine and declare as follows: A. The Applicant is requesting approval of Amendment Application No. 2005-03 to change the zoning designation from Community Commercial (C1) to Single-Family Residence (R1) and Tentative Parcel Map NO. 2005-09 to allow a subdivision to construct two single-family residences at 606 South Euclid Street. (County Map No. 2002-144) B. On August 22, 2005, the Planning Commission held a duly noticed public hearing and unanimously voted to recommend that the City Council: 1. Approve and adopt the Mitigated Negative Declaration and Mitigation Monitoring Program, Environmental Review No. 2005-138. 2. Adopt an ordinance approving Amendment Application No. 2005-03. 3. Adopt a resolution approving Tentative Parcel Map No. 2005-09 (County Map No. 2002-144) as conditioned. C. On September 19, 2005 the City Council of the City of Santa Ana held a duly noticed public hearing and at that time considered all testimony, written and oral. D. Amendment Application No. 2005-03 is consistent with the General Plan, including but not limited to its goals and policies to preserve and improve the character and integrity of existing neighborhoods. Land Use Element Goal No. 3.0. E. The City Council has weighed and balanced the general plan's policies and has determined that based upon this balancing that the project is consistent with the purpose of the general plan. F. The City Council also adopts as findings all facts presented in the Request for Council Action dated September 19, 2005 accompanying this matter. For these reasons, and each of them, Amendment Application No. 2005-03 11 B-1 is hereby found and determined to be consistent with the General Plan of the City of Santa Ana and otherwise justified by the public necessity, convenience, and general welfare. G. The Mitigated Negative Declaration and Mitigation Monitoring Program for Environmental Review No. 2005-138, was approved and adopted by resolution which came before the City Council on September 19, 2005. This ordinance incorporates by reference, as though fully set forth herein, this resolution and the Mitigated Negative Declaration and Mitigation Monitoring Program. Section 2. The real property located at 606 South Euclid Street is hereby reclassified from Community Commercial (C1) to Single-Family Residence (R1). Amended Sectional District Map number 17-5-10 showing the above described change in use district designation, is hereby approved and attached hereto as Exhibit "A" and incorporated by this reference as though fully set forth herein. (AA No. 2005-03). 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 anyone or more sections, subsections, sentences, clauses, phrases, or portions be declared invalid or unconstitutional. ADOPTED this _ day of ,2005. Miguel A. Pulido Mayor APPROVED AS TO FORM: Joseph W. Fletcher City Attorney By: Kylee O. Otto Assistant City Attorney 11 B-2 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 the attached Ordinance No. NS-2698 to be the original ordinance adopted by the City Council of the City of Santa Ana on , and that said ordinance was published in accordance with the Charter of the City of Santa Ana. Date: Clerk of the Council City of Santa Ana 11 B-3 City of Westminster Zoning District A1 GENERAL AGRICULTURAL -B PARKING MODIFICATION C1 COMMUNITY COMMERCIAL C1-MD COMMUNITY COMMERCIAL-MUSEUM DISTRICT C2 GENERAL COMMERCIAL C3 CENTRAL BUSINESS C3-A CENTRAL BUSINESS-ARTISTS' VILLAGE C4 PLANNED SHOPPING CENTER C5 ARTERIAL COMMERCIAL CR COMMERCIAL RESIDENTIAL RES. I A.A.I ANX. NO. ORD. f RES. NO. ADOPTED DATE 5555 71 7-17.e1 9-1 7- Q-17<62 APPPFlQVED RES, I A.A. I ANX. NO ORD.I RES. NO. ADOPTED DATE APPPRQVED FIRST I (BOLSA AVE.) ST. II ~~-1O + '9"-'-10 f~~: I :: _I;:: I I ""'= r;:'(fJ I I~ I~ II II IJ ~ : il R1 11-~'.1 Grove o II: ~ C i t Y 0 f Vall e y Fountain EDINGER + AVE. 20-5-101121-'-10 ADOPTED BY RESOLUTION NO. 5186 BY THE SANTA ANA PLANNING COMMISION PART OF ORDINANCE NO. NS-394 ADOPTED BYTHE SANTA ANA CITY COUNCIL, AUGUST 17, 1959. C-SM GC M1 M2 MO o P PCD PO PRO SOUTH MAIN STREET COMMERCIAL DISTRICT GOVERNMENT CENTER LIGHT INDUSTRIAL HEAVY INDUSTRIAL MILITARY OPERATIONS OPEN SPACE PROFESSIONAL PLANNED COMMUNITY DEVELOPMENT PLANNED DEVELOPMENT PLANNED RESIDENTIAL DEVELOPMENT R1 SINGLE-FAMILY RESIDENCE R1-4OOQ SMALL LOT SINGLE-FAMILY RESIDENCE R2 TWO-FAMILY RESIDENCE R3 MULTIPLE-FAMILY RESIDENCE R4 SUBURBAN APARTMENT RE RESIDENTIAL ESTATE SO SPECIFIC DEVELOPMENT SP SPECIFIC PLAN ,,. 6012 A.A. A.A. 1 1 A 97- 1-17- 10-2- 1-17-73 1-.... 818 ~~ PREPARED BY THE PLANNING DIVISION SCAlE IN FEET o '000 60- MINIMUM FRONTAGE -6000 MINIMUM LOT AREA Lat9S1 Revision Date; 1-15-98 THIS MAP IS THE OFFICIAL SECTIONAL DISTRICT MAPOF THE CITY Of SANTA ANA. AS AUTHORIZED BY CITY COUNCil. RESOLUTION NO. 7,4.163. DATED 11-18-74, I HEREBY ATTEST THAT THIS MAP IS A TRUE COPY OF THE ORIGINAL SECTIONAL DISTRICT ::O~t7+1D. ROB '-"'E EXECUTIVE DIRECT' PlA~1NG & BUILOINGAGENCY Certilic:ate Oat-. SEPTEMBER 10 1982 CITY OF SANTA ANA CALIFORNIA REQUEST FOR COUNCIL ACTION ~ ~ CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY: OCTOBER 3, 2005 TITLE: APPROVED o As Recommended o As Amended o Ordinance on 151 Reading o Ordinance on 2nd Reading o Implementing Resolution o Set Public Hearing For APPOINTMENT OF MEMBER TO THE SANTA ANA WORKFORCE INVESTMENT BOARD ~ {]Acz~- CITY MANAGER CONTINUED TO FILE NUMBER RECOMMENDED ACTION Appoint Devina Lacroix to the Santa Ana Workforce Investment Board. DISCUSSION On March 6, 2000, the City Council adopted a resolution establishing the Santa Ana Workforce Investment Board and appointed 33 members. In accordance with the federal legislation, a majority of the Board and the Board Chair must represent the private sector. The remaining Board seats represent education, non-profit organizations, one-stop mandated partners and local labor organizations. Currently there are four vacancies on the Board consisting of two private sector seats, one labor seat, and one economic development seat. After an extensive recruitment campaign and interview process, one new candidate is recommended for appointment to the Board. The private sector nominee is Devina Lacroix, Owner/CEO, Lacroix Roofing. Her resume and nomination form are attached (Exhibi t 1). Staff will continue to work to fill the remaining three vacancies on the Board. 13B-1 Appointment of Member to the Santa Ana Workforce Investment Board October 3, 2005 Page 2 FISCAL IMPACT There is no fiscal impact associated with this action. ~ r: tJ1ti~ patricia C. Whitaker Executive Director Community Development Agency PCW/FJ/mlr H:\ACTIONS\2005 CC\ApptmtMemberstoSAWorkforcelnvestBoard lO-3-05.doc 13B-2 Devina Lacroix 341 Hermosa Drive Fullerton, CA 92835 OBJECTIVE (714) 920-4873 Cellular (714) 966-2691 Office Experience A highly motivated, results oriented CFO, Accounting and Office Manager with over 7 years increasing responsibility in all areas of construction and roofing corporate structure and accounting. Chaired all meetings as a CEO and Corporate Secretary. I have handled all facets of Human_Resources issues. I have managed all meeting minutes and corporate resolutions of our company structure up to date. I have handled negotiating and administering contracts, scheduled jobs and subsequent inspections. I have dealt with all aspects of vendors and suppliers, including accounts payables and receivables, collections, including but not limited to applicable Mechanics Lien Laws. My extensive experience includes producing outstanding results while interfacing with CPA's by using excellent bookkeeping and accounting skills as well. Successfully managed all aspects of accounting and project management for two companies with demonstrated competence. 10/1/2001 - Present Lacroix Roofing, Inc. Santa Ana, CA CFO/Secretary Currently handling all facets of a small business, including accounting, construction, roofing and office management also including but not limited to human resources and administering contracts, bidding estimating and more. Currently using QuickBooks Pro. Handled all bank reconciliation's. General Ledger. Payroll. Accounts Receivable, Accounts Payables. Thorough Tax Preparation. 7/1999 - 10/2000 RDW Roofing Inc. dba Fountain Valley, CA JW Roofing, Inc CEO, CFO, Secretary Currently handling all facets of a small business, including accounting, construction, roofing and office management also including but not limited to human resources and administering contracts, bidding estimating and more. Currently using QuickBooks Pro. Handled all bank reconciliation's. General Ledger. Payroll. Accounts Receivable, Accounts Payables. Thorough Tax Preparation. 9/1998 - 10/2001 Realty Best Roofing, Fountain Valley, CA Inc. CEO, CFO, Secretary Currently handling all facets of a small business, managing and accounting for over $400,000 in Revenue, construction, roofing and office management also including but not limited to human resources and administering contracts, bidding estimating and more. Used QuickBooks Pro handling all accounting reconciliation's. General Ledger. Payroll. Accounts Receivable, Accounts Payables. Thorough Tax Preparation. EXHIBIT 1 Page 1 of 3 13B-3 Devina Lacroix EDUCATION ADDITIONAL GOALS Bachelor's Degree Columbia Southern University 5/2005 Bachelor of Science in Computer Technology Associate Degree Brooks College 6/1983 Associate of Arts Interior Design Other Colleges and Universities University of Southern General Education California Long Beach City College General Education California State University Dominguez Hills General Education High School or equivalent Gardena High School High School Diploma Alabama-Orange Beach CA-Long Beach I am looking forward to bringing my exceptional abilities to a large company in order to handle budgets and bring my talents to manage the accounting department. 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E ~ 0 (l) ~ ~ 8 +J ;::::l I-< .~ ~ ~ ~ ~ u ro ~ u 8 (l) 0 ~ ~ 0 ~ Q) z (l) u "'d ~ l:: ~ 0 u (l) ...... a> l:: 0 ;::::l IZl "'d (l) l:: 0 \,) .> u lJ) >. ~ .5 ~ 0 l:: E 0 \,) ~ (l) l:: '- ~ l:: ro i:i::: (l) ;::::l Q) @ 0 ~ (l) ~ ~ (l) ~ :> ~ .0 ...... i:i::: ...... 0 0.. IZl g .0 E E ~ E (l) 0.. '-" ~ (l) .---. ;::::l _1Zl U IZl 0 ~ Q) 8 8 ~ .g I-< ~ 8 ;::::l .---. u 0:1 IZl 0.. ~ :E IZl .......... .......... (l) .0 E ro 0 ~ ro (l) 0 (l) :x: >-< X Z u E::: l:: ::r: ~ -< .;:: 10 EXHIBIT 1 E Page 3 of 3 I 13B-5 13B-6 MEMORANDUM 4J,~ (r'1~) ~/~ ~ / .) ~l\ City Council Meeting Date: October 3, 2005 To: David Ream/ City Manag~r Date: September 19, 2005 From: Ja . Ross, Executive Director blic Works Agency Subject: Notification that City Engineer is Reviewing Final Tract Map No. 16565 for Approval Pursuant to Section 34-183 of the Santa Ana Municipal Code, this memo provides notice that the City Engineer has received Final Tract Map No. 16565 (City Vesting Tract Map No. 2004-06), for 2775 North Main Street (Exhibit I), from the owner, Main Street Concourse LLC, and is in the process of reviewing the map for final approval. The Tentative Tract Map No. 16565 was approved by the City Council on February 22, 2005. The City Engineer shall approve or disapprove this map within 10 days after the City Council meeting of October 3, 2005. cc: Mayor and City Council City Manager Deputy City Manager of Development Services Clerk of the Council FinalTractMap16565ReviewNotice1 0_03_05 17 A-1 w ;i u Vl o l- I- o Z ~ ~ ~ I!: ,)> IZ ,CIl 1m '-I I !;! ~I CIl, ~I ~i '<, I , t , + , I , ' I _-J . _-...-v------ I A_ ---- '-1,,- _ _ MEMORY LANE _ - - - - - - v - ~--------4-------~- EXHIBIT 1 SANTA ANA CITY COUNC I L , PW A t AGENDA DATE: , , P\"'U~SAG[JOCY OCTOBER 3. 2005 TITLE: TRACT MAP NO. 16565 2775 NORTH MAIN STREET 17 A-2 CITY COUNCIL MEETING DATE: ~ ~ REQUEST FOR COUNCIL ACTION CLERK OF COUNCIL USE ONLY: OCTOBER 3, 2005 APPROVED TITLE: APPROPRIATION ADJUSTMENT ACCEPTING THE BULLETPROOF VEST PARTNERSHIP GRANT o As Recommended o As Amended o Ordinance on 151 Reading o Ordinance on 2nd Reading o Implementing Resolution o Set Public Hearing For [J,fJ/7/Z CITY MANAGER CONTINUED TO FILE NUMBER RECOMMENDED ACTION Approve an appropriation adjustment accepting the Department of Justice, Office of Justice Planning Bulletproof Vest Program grant award in the amount of $3,777 into the Police Department's General Fund Expense Reimbursement revenue account (account no. 011-01-5621-331) and appropriating the same into the Police Department's Property and Evidence Division's Operating Materials & Supplies account (account no. 011-343- 6391) . DISCUSSION The United States Department of Justice, Office of Justice Planning has awarded the Police Department a Bulletproof Vest Program grant. The Bulletproof Vest Partnership Grant will facilitate the City's ability to purchase armor vests for police officers by providing the City with a 50 percent reimbursement for each vest purchased. Annual reimbursement for the department is $3,777. FISCAL IMPACT The appropriation adjustment will enhance the Police Department's Expense Reimbursement revenue account (account no. 011-01-5621-331) by an amount of $3,777 and the expenditure appropriation for Police Department's Property & Evidence Division's Operating Materials & Supplies Account (account no. 011-343-6391). APPROVED AS TO FUNDS AND ACCOUNTS: &-~ '{. i\hc-..." ,j""" \,.l,~ Francisco Gutierrez Executive Director Finance & Mgmt. Services Agency ~ ',) Paul M. Walters Chief of Police Police Department 20A-1 20A-2 REQUEST FOR COUNCIL ACTION ~ ~ CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY: OCTOBER 3, 2005 TITLE: CONTRACT AMENDMENT FOR ROCK, SAND, AND AGGREGATE BASE (SPEC. NO. 02-158) APPROVED o As Recommended o As Amended o Ordinance on 1 st Reading o Ordinance on 2nd Reading o Implementing Resolution o Set Public Hearing For CONTINUED TO --- FILE NUMBER RECOMMENDED ACTION Amend the contract with West Coast Sand & Gravel to increase the aggregate limit by $44,000 for rock, sand and aggregate base material, in an annual amount not to exceed $80,000. DISCUSSION The Public Works Agency performs maintenance and repair on the City's streets. In order to perform these duties, the agency requires an assortment of road materials. Rock, sand, and aggregate base materials are used as backfill when repairing any asphalted surface. During the past year, the number of water mains repaired and sewer laterals replaced under the City's streets has increased. As a result, there was an increase in demand for backfill material. Staff requests approval to increase the aggregate limit for West Coast Sand & Gravel to provide uninterrupted purchases of rock, sand, and aggregate base material. FISCAL IMPACT Funds are available in the Systems Maintenance Operating nos. 56-575-6391 a~4-575-6391) I " [, ;)~ Sanitary Sewer Services and the Water Materials & Supplies accounts (account APPROVED AS TO FUNDS AND ACCOUNTS: &-c~~ (/ tlJ2&~ ~Franci~co G~tierrez Executlve Dlrector Finance & Mgmt. Services Agenc:}./ 22A-1 CS 383 JGR/WO/02-158-A.9:uc 22A-2 REQUEST FOR COUNCIL ACTION ~ ~~ CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY: OCTOBER 3, 2005 TITLE: CONTRACTS AWARD FOR SAFETY SUPPLIES (SPEC. NO. 05-085) APPROVED o As Recommended o As Amended o Ordinance on 1 st Reading o Ordinance on 2nd Reading o Implementing Resolution o Set Public Hearing For ~ /?l2 t:-~{k"-J/l(y " tL.. CITY MANAGER CONTINUED TO FILE NUMBER RECOMMENDED ACTION Award contracts for safety supplies for provision for four one-year renewals, in the not to exceed: a one-year period with following annual amounts Vendor: Location: Categories: Amount: U.S. Safety & City Of Industry Supply Company A, B, D, E, F $18,399 American Medical & Valencia Hospital Supply Co. G $ 3,890 BRW Safety & Supply, Santa Ana Inc. C $ 1,258 DISCUSSION The Central Stores section of the Finance and Management Services Agency provides safety supplies such as: rainwear, safety vests, safety helmets, respirators, earplugs, safety goggles and glasses, and first aid supplies, as necessary, to maintain the needs of various departments throughout the City. The contracts for safety supplies are designed to provide quality products at significant savings based on quantity pricing. The notice inviting bids was advertised on August 10 and 12, bids were solicited. A summary of the bid invitations received is as follows: 2005, and and bids 22B-1 CS 38J Contracts Award for Safety Supplies (Spec. No. 05-085) October 3, 2005 Page 2 17 Invitations For Bid mailed 2 Invitations For Bid mailed to Santa Ana vendors 4 Bids received 1 Bid received from a Santa Ana vendor Bids were received and opened on August 24, 2005 (Exhibit 1). The bids were evaluated by individual product categories. The bids received from U. S. Safety & Supply Company, American Medical & Hospital Supply Company and BRW Safety & Supply, Inc., a Santa Ana vendor, are responsive to the specifications in their respective categories. FISCAL IMPACT Funds are available in the various departmental Operating Materials & Supplies accounts (object code 6391) &~ r2a-U?~J pf'Francisco Gutierrez Executive Director Finance and Management Services AgencY/~ - FG/WO/05-085.2:uc 22B-2 ABSTRACT OF BIDS CONTRACT AWARD FOR SAFETY SUPPLIES (05-085) U.S. Safety & American Medical B RW Safety & Hagemeyer Supply Company & Hospital Supply Supply, Inc. North America Company Location City Of Industry Valencia Santa Ana Torrance Discount None None 1 % Local None Preference CENTRAL STORES STOCK ITEMS A Clothing-Rainwear $ 2,790.21 NIB NIB $ 3,060.64 B Clothing-Safety Vests $ 529.76 NIB $ 571.97 $ 890.57 <$5.72> * C Head Protection N.B. NIB $ 1,167.65 NIB <$11.68> * 0 Respiratory Protection $ 3,489.78 NIB N/R N/R E EyelFacelHearinglFoot Prot. $ 4,151.63 NIB N/R $ 4,488.33 F First Aid Kits and Supplies $ 6,113.93 NIB NIB N/R G Anit-Microbial Skin Wipes $ 5,557.50 $ 3,610.00 NIB NIB Total (Including 7.75% Sales Tax) $ 18,398.64 $ 3,889.77 $ 1,258.14 N/B= No Bid N/R= Non Responsive Bid * = 1 % Local Vendor Preference 22S~ 1 22B-4 REQUEST FOR COUNCIL ACTION ~ ~~ CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY: OCTOBER 3, 2005 TITLE: CONTRACTS AWARD FOR REPROGRAPHICS SERVICES (SPEC. NO. 05-091) APPROVED o As Recommended o As Amended o Ordinance on 1 st Reading o Ordinance on 2nd Reading o Implementing Resolution o Set Public Hearing For /. kll2/' j /loi' .,-' ~'-, //;/ ( ,{:;~. CITY MANAGER CONTINUED TO -- FILE NUMBER RECOMMENDED ACTION Award contracts for the purchase of reprographic services for a one- year period, with provision for two one-year renewals, in the following annual amounts not to exceed: Vendor: Location: Amount: American Reprographics Co d/b/a Consolidated Reprographics Bodourian Inc. d/b/a Color Copy Center FedEx Kinko's Office and Print Services. Inc. OCB Reprographics SABP Reprographics Costa Mesa $40,000 Santa Ana $10,000 Dallas, TX $15,000 Irvine Irvine $10,000 $10,000 DISCUSSION Various agencies utilize reprographics services to perform routine business. The Public Works Agency, Planning and Building Agency, Parks, Recreation and Community Services Agency, and Community Development Agency process numerous citywide proj ects. The proj ects require a large volume of reproduction services for the distribution of plans and specifications, including the duplication of large size CAD drawings and large format color duplications. The Library, Personnel Services and Police Department require miscellaneous material for training presentations, brochures with various color pages and bookbinding. The specialized services are unavailable in-house because of the uncommon size of some original documents and the volume or time frame of the service required. 22C-1 CS 383 Contract Award for Reprographic Services (Spec. No. 05-091) October 3, 2005 Page 2 The notice inviting bids was advertised on August 19 and 22, bids were solicited. A summary of the bid invitations received is as follows: 2005, and and bids 10 Invitations For Bid mailed 2 Invitation For Bid mailed to Santa Ana vendors 6 Bids received 1 Bid received from a Santa Ana vendor Bids were received, opened on September 13, 2005, and evaluated (Exhibi t 1) The bids were based on nine categories, with services offered varying between the vendors. The bids received from the recommended vendors are responsive to the specifications and meet the City's requirements. FISCAL IMPACT Funds are available in the various Services account (object code 6291). estimated, as the actual expenditures throughout the annual period. departmental Other Contractual The amounts of the contracts are will depend upon the requirements &~~ I! a~~ ~ancisco Gutierrez Executive Director Finance and Management Services Agency 6/ ,...J FGjKMj05-091.2:uc 22C-2 1) 81W COPIES - I I I I +,___n____ 1-50 copies !20#------ $ 0.025 i $ 0.03 $ 0.04 I I $ 0.05 --- 1 -1- j ~_<:_c5L~~~~~I!=S .- 1-~-.~~-tt$---0.45 1::50~ojli_es_ I u_ $ 0.44 I $ 0.55 $ 11---------- _ : I ' _________m__________ __'____________, 3) LAMINATE SHTS+t_1.?5 _,_l---.!-"-~O I $ 0.25 I $ 1.50 I I ! 4) sjND ERY-co II ate N/C : 0.09 --$--O.05! $ 0.02 Stapling .02/.09 han I 0.07 $ 0.05;~ 0.03 GBC book binding I .5"/1.50 .5"/1.08 ' -.5.;;1.151 .5"/1.00 .-- - I , I 5) MNT FOAMBD 3/16" i $ 2.50 ,$ 3.45 fv'-nt--Gatorhrd -371'6"---- -$--- 4~50;-$5:-48 Over laminating board I $ 2.00 $ 2.48 -- I : ____________1__1___ __ __ 6) LARGE SIZE DUP I 1 st-sef--- _u-T24)(36-- $ 2.25 ---- 1 -- 2nd set + I $ 2.25 LARGE FORMAT COLOR 1 st set L $ 30.00 _____________________ J_ ____ __ __ __. _____ 7) MICROFILMING _______1 NO aTE 8) MICROFICHE records 35MM frame process NO aTE YES - - ----- ABSTRACT OF BIDS CONTRACT AWARD -------------r----- 1 I 1 ---- I DESCRIPTION I I KINKOS Dup on bond paper 8.5"x11 " 9) DELIVER CHARGES Zone from City Hall RUSH CHARGE N/C YES ----------,- SUMMARY OF BID AWARD _________________.m_____.. _... .._.."___ I TOTAL AWARD IN THE AMOUNT OF: -------------.." --.-...--- i REPROGRAPHIC SERVICES (SPEC. 05-0~1) -1 T I I I I COLOR 'COPY ,8.5"X11" YES N/C -- . f-- _+_ I I ____I CONSOLIDATED REPRO I COLOR COPY FEDEX KINKOS OCB REPRO SABP REPRO il- I OCB 8.5"X11 " $ 6.78 $ 0.30 $ 54.00 YES YES N/A I ! - ---- CR 8.5"X11 " $ 3.25, $ 3.50 ! $ 4.25 i $ 6.50 I $ 1.00 I 1.5 sq ft 1 I --------i I __ $ 1.36 ! NO aTE --'--------- -j------ I $ 0.36 -- $ 36.00 NO aTE --,,- I NO aTE 1_________ ~- NO aTE -~~ 1 Nq9T~____ NO aTE YES N/A Page 1 22C-3 I I '(----- I ------- ---------- :SABP OFFICE MAX ---:--r8.5"x-~ . ---;------ -- 8.5"X11 " $ - --'------ 0.06 '$ 0.05 -- $ 0.80: I $ ____~= 1 I $ 1 .00 $ 0.60 0.75 -- 0.101 $ 0.05 0.021 $ 0.05 .5"/1.25 i i .5"/1.75 2.35 sq ft 3.75 sq ft 2.00 sq ft I 13.20 sq ft I N/A '$ 5.15 : - $ 0.60 I $ 2.40 $ 0.60 ' INO aTE ----------r ----- $ 30.00 $ 36.00 i NO aTE I I NO_ aTE_ I 0.39 NO aTE YES N/C N/C N/C I I I $ 40,000.00 $ 10,000.00 __... 00- .._______ _______ t{ ~ ~~~~6:661'-- I $ 10,000.00 I -1--- i ' --- 22C-4 REQUEST FOR COUNCIL ACTION ~ ""~ CITY COUNCIL MEETING DATE: OCTOBER 3, 2005 CLERK OF COUNCIL USE ONLY: TITLE: CONTRACT AWARD FOR MIDSIZE PASSENGER VEHICLES (SPEC. NO. 05-092) APPROVED o As Recommended o As Amended o Ordinance on 1 st Reading o Ordinance on 2nd Reading o Implementing Resolution o Set Public Hearing For -.-.' /4. ." &/ " Z2 / . //,- ~' . / z:(;{ 'Z'(_../C/... ("c<-,'---_ CITY MANAGER CONTINUED TO FILE NUMBER RECOMMENDED ACTION Award a contract to Rancho Motor Co. for the purchase of 14 midsize passenger vehicles in the amount of $263,751.52. DISCUSSION The Fleet Maintenance Division's annual Equipment Replacement Program is included in the City's annual budget, and identifies vehicles scheduled for replacement. Funding is monitored through a depreciation schedule established with each department. Various City departments utilize midsize passenger vehicles to perform routine business. Due to the larger interior design of the Chevrolet Impala versus the Ford Taurus and Buick Regal, it has been selected as the City's current standard for a midsize vehicle. The current year's vehicle replacement list includes 14 Dodges, Chevrolets and Ford sedans from 1987 through 1999 with 13 belonging to the Police Department's Investigation Division and one to the Planning and Building Agency's Communi ty Preservation Division. Due to age, mileage and condition, the 14 midsize passenger vehicles have been approved for replacement in the current fiscal year. The notice inviting bids was advertised on August 19 and 22, bids were solicited. A summary of the bid invitations received is as follows. 2005 and and bids 15 Invitations For Bid mailed 1 Invitation For Bid mailed to a Santa Ana vendor 6 Bids received 220-1 CS :l83 Contract Award for Midsize Passenger Vehicles (Spec. No. 05-092) October 3, 2005 Page 2 Bids were received, opened on September 7, 2005, and evaluated (Exhibit 1). The bid received from Rancho Motor Co. for 14 Impalas is responsive to the specifications and meets the City's requirements. FISCAL IMPACT Funds are available in the Equipment Replacement account (account no. 76-145-6641) . ~~ ~~ Francisco Gutierrez Executive Director Finance and Management fl2~ Services AgenCy~ .-l FG/KM/05-092.2:uc 220-2 ABSTRACT OF BIDS CONTRACT AWARD MIDSIZE PASSENGER VEHICLES (SPEC. 05-092) VENDOR RANCHO LAKE MAURICE J. MOTOR CO CHEVROLET SOPP & SON LOCATION VICTORVILLE LAKE ELSINORE HUNTINGTON PARK TERMS NET 30 NET 30 NET 30 PASSENGER VEHICLE 1 IMPALA 3LT #lWC19 $ 17,606.20 $ 17,769.00 $ 17,900.00 13 IMPALAS $ 228,880.60 $ 230,997.00 $ 232,700.00 1 IMPALA lLT #lWC19 $ 15,786.70 $ 15,765.00 $ 15,725.00 SUB-TOTAL $ 244,667.30 $ 246,762.00 $ 248,425.00 SALES TAX $ 18,961.72 $ 19,124.06 $ 19,252.94 TIRE FEE $ 122.50 $ 122.50 INCL GRAND TOTAL $ 263,751.52 $ 266,008.56 $ 267,677.94 DELIVERY 75 TO 90 DAYS NOT QUOTED 90 DAYS VEHICLE CHEVY IMP ALAS CHEVY IMPALAS CHEVY IMPALAS 1WC19/1WT19 1WC191/1WC19 1WC19/1WT19 2006 2006 2006 - - - - -------- - - - - - -- - -- - - -- --------- VENDOR SELMAN GEORGE SHOWCASE CHEVROLET CHEVROLET CHEVROLET LOCATION ORANGE BELLFLOWER WESTMINSTER TERMS NET 30 NET 30 NET 30 PASSENGER VEHICLE 1 IMPALA 3LT #lWC19 $18,184.00 $ 18,876.20 $ 24,687.78 13 IMPALAS $236,392.00 $ 245,390.60 $ 320,941.14 1 IMPALA lLT #lWC19 $15,955.00 $ 15,900.70 $ 21,807.54 SUB-TOTAL $252,347.00 $ 261,291.30 $ 342,748.68 SALES TAX $19,556.89 $ 20,250.08 $ 26,563.02 TIRE FEE $ 122.50 $ 122.50 $ 122.50 GRAND TOTAL $ 272,029.39 $ 281,663.88 $ 369,434.20 DELIVERY 60 DAYS 90-120 DAYS NO QUOTE VEHICLE CHEVY IMPALAS CHEVY IMPALAS CHEVY IMPALAS 1WC19/1WC19 lWC19/1WC19 1WC19/1WC19 2006 2006 2006 SUMMARY OF BID AWARD TOTAL AWARD IN THE AMOUNT OF RANCHO MOTOR CO. $ 263,751.52 Page 1 220-3 220-4 REQUEST FOR COUNCIL ACTION ~ s=tf~d\lL'at I on Js~ "'~ CITY COUNCIL MEETING DATE: OCTOBER 03, 2005 CLERK OF COUNCIL USE ONLY: TITLE: CONTRACT AWARD FOR TRAILER MOUNTED MANLIFT (SPEC. NO. 05-093) APPROVED o As Recommended o As Amended o Ordinance on 1 st Reading o Ordinance on 2nd Reading o Implementing Resolution o Set Public Hearing For /dZ c. ~ / /;/ ~ ~"_/cI- :2 CITY MANAGER CONTINUED TO FILE NUMBER RECOMMENDED ACTION Award a contract to Hertz Equipment Rental Corp. for the purchase of one trailer mounted manlift in the amount of $19,591.76i and an additional $5,000 on the annual blanket contract. DISCUSSION The Public Works Agency's Street Maintenance Division maintains over 100 miles of primary streets and 400 miles of residential streets and designated structures. Incorporated into the street maintenance program is the graffiti removal proj ect. The purchase of the trailer mounted manlift will facilitate the graffiti crews to reach the tall buildings and signs requiring attention. The notice inviting bids was advertised on August 19 and 22, bids were solicited. A summary of the bid invitations received is as follows: 2005, and and bids 8 Invitations For Bid mailed 2 Invitation For Bid mailed to Santa Ana vendors 2 Bids received Bids were received, opened on September 07, 2005, bid received from Hertz Equipment Rental Corp. is specifications and meets the City's requirements. follows: and evaluated. The responsive to the Bid results are as Vendor: Location: Amount: Hertz Equip. Rental Corp. United Rentals Inc. Anaheim Pico Rivera $19,591. 76 $20,054.43 22E-1 CS 383 Contract Award for Trailer Mounted Manlift (Spec. No. 05-093) October 03, 2005 Page 2 In addition, the City annually establishes blanket order contracts of up to $10,000 with various vendors on a fiscal year basis. The contracts facilitate purchases that are required on a recurring basis and reduce the number of small value orders. However, the purchase 0 the manlift, when added to the vendor's fiscal purchases, exceeds the $10,000 aggregate total, and requires Council approval. In order for various agencies to continue using Hertz Equipment Rental Corp., staff recommends Council approval of a blanket order contract. FISCAL IMPACT Funds are available Machinery & Equipment addi t ional funds are Material and Supplies in the Public Works Environmental & Sanitation account (account no. 68-632-6641) for $19,591.76; available in the various departmental Operating accounts (object code 6391). !~'i, clf~ I James ~ I Ross Executj:e Director Publ~o Works Agency APPROVED AS TO FUNDS AND ACCOUNT: ~~ ~Francisco Executive Finance & ~ eM~d Gutierrez Director Mgmt. Services Agency t."' JGRjKMj05-093.9:uc 22E-2 ABSTRACT OF BIDS CONTRACT AWARD TRAILER MOUNTED MANLIFT (SPEC. 05-093) VENDOR HERTZ EQUIP. UNITED RENTAL CORP. RENTALS, INC. LOCATION ANAHEIM PICO RIVERA TERMS NET 30 1% 30 DAYS MANLIFT $ 18,182.60 $ 18,800 SALES TAX $ 1,409.16 $ 1,457.00 SUB-TOTAL $ 19,591. 76 $ 20,257.00 DISC TERMS ($202.57) GRAND TOTAL $ 19,591. 76 $ 20,054.43 DELIVERY UNIT 15 DAYS GENIE TZ-34/20 2005 90 DAYS GENIE TZ-34/20 2005 SUMMARY OF BID AWARD: TOTAL AWARD IN THE AMOUNT OF: HERTZ EQUIP. RENTAL CORP. $ 19,591.76 Page 1 22E-3 22E-4 REQUEST FOR COUNCIL ACTION ~ ". -xt;d~ llC: 8:.~ l.~ IO.~:~ DC_! 1.: s;Yt, -V V- CITY COUNCIL MEETING DATE: OCTOBER 3, 2005 CLERK OF COUNCIL USE ONLY: TITLE: CONTRACT AWARD FOR UTILITY TRUCKS AND FOUR-DOOR UTILITY VEHICLES (SPEC. NOS. 05-094 AND 05-097) APPROVED o As Recommended o As Amended o Ordinance on 1 st Reading o Ordinance on 2nd Reading o Implementing Resolution o Set Public Hearing For /4;, CONTINUED TO //7 //~,---- FILE NUMBER RECOMMENDED ACTION Award a contract to George Chevrolet for the purchase of seven utility trucks in the amount of $177,428.34 and two four-door utility vehicles in the amount of $43,004.36. DISCUSSION The Fleet Maintenance Division's annual Equipment Replacement Program is included in the City's annual budget, and identifies vehicles scheduled for replacement. Funding is monitored through a depreciation schedule established with each department. Various City departments utilize trucks with utility bodies to perform routine business. The Public Works Agency (PWA) as well as the Parks, Recreations and Community Services Agency (PRCSA) use trucks with utility bodies to secure and transport tools and equipment to the job sites. Three utility trucks for the PRCSA and four for the PWA have been approved for replacement in the current fiscal year. Additionally, the Fire Department uses four-door utility vehicles to perform their routine business. The utility vehicles are capable of transporting staff for meetings as well as equipment and gear for training classes. The versatility of the vehicles, including a trailer hitch, allows the vehicles to serve as backup to the entire Fire fleet. Two utility vehicles have been approved for replacement in the current fiscal year. 22F-1 CS 383 Contract Award for Utility Trucks and Four-Door Utility Vehicles (Spec. Nos. 05-094 and 05-097) October 3, 2005 Page 2 The notice inviting utility trucks bids for PWA and PRCSA was advertised on August 19 and 22, 2005, and bids were solicited. Bids were received, opened on September 7, 2005, and evaluated (Exhibit 1). Additionally, notice inviting bids for utility vehicles for the Fire Department was advertised on September 2 and 7, 2005, and bids were solicited. Bids were received, opened on September 13, 2005, and evaluated (Exhibit 2) . The bids received Sil verado utility Trailblazers for specifications and from George Chevrolet for both the seven Chevrolet vehicles for PWA and PRCSA, and for two Chevrolet the Fire Department are responsive to the meets the City's requirements. FISCAL IMPACT Funds are available in the Equipment Replacement Machinery & Equipment account (account no. 76-145-6641). ~L~~ (! ~~ ~Franci~co G~tierrez p.':'-Executlve Dlrector Finance and Management Services Agency &/ .-' FM/KM/05-094/05-097.2:uc 22F-2 ABSTRACT OF BIDS CONTRACT AWARD UTILITY TRUCKS (SPEC. 05-094) VENDOR GEORGE LAKE MAURICE SHOWCASE CEHVROLET CHEVROLET J. SOPP & SON CHEVROLET LOCATION BELLFLOWER LAKE ELSINORE HUNTING PARK WESTMINSTER TERMS NET 30 NET 30 NET 30 NET 30 TRUCKS 2 REG. CAB + TOOL BOXES $ 42,238.76 $ 39,742.00 $ 42,300.00 $ 46,411.18 1 EXT CAB + 98" BODY. $ 25,681.33 $ 26,482.00 $ 26,000.00 $ 30,522.19 3 REG. CAB + 98" BODY $ 69,845.94 $ 72,066.00 $ 71,250.00 $ 82,783.80 1 REG. CAB + LOCK BAR $ 26,843.80 $ 27,438.00 $ 27,300.00 $ 28,564.35 SUB-TOTAL $ 164,609.83 $ 165,728.00 $ 166,850.00 $ 188,281.52 SALES TAX $ 12,757.26 $ 12,843.92 $ 12,930.88 $ 14,790.39 TIRE FEE $ 61. 25 $ 61.25 INCL $ 61.25 GRAND TOTAL I $ 177,428.34 I $ 178,633.17 $ 179,780.88 $ 233,133.16 DELIVERY 90-120 DAYS 120-150 DAYS 90 - 120 DAYS NOT QUOTED VEHICLE CHEVY SILVERADO CHEVY CC25903/6 CHEVY C2500 CHEVY 2500 2006 CHEVY CC25953/1 2006 2005 2006 BID INVITATION SUMMARY: 15 Invitations For Bid mailed 1 Invitation for Bid mailed to a Santa Ana vendor 4 Bids received SUMMARY OF BID AWARD: GEORGE CHEVROLET TOTAL AWARD IN THE AMOUNT OF: $ 177,428.34 Exhibit 1 22F-3 ABSTRACT OF BIDS CONTRACT AWARD FOUR-DOOR UTILITY VEHICLES (SPEC. 05-097) VENDOR GEORGE LAKE QUALITY RANCHO VICTOR CHEVROLET CHEVROLET CHEVROLET MOTOR CO BUICK LOCATION BELLFLOWER LAKE ELSINORE ESCONDIDO VICTORVILLE CORONA TERMS NET 30 NET 30 NET 30 NET 30 NET 30 1 VEHICLE $ 19,947.50 $ 19,983.00 $ 20,171.00 $ 20,184.50 $ 20,711. 90 2 VEHICLES $ 39,895.00 $ 39,966.00 $ 40,342.00 $ 40,369.00 $ 41,423.80 SALES TAX $ 3,091.86 $ 3,097.37 $ 3,126.50 $ 3,128.60 $ 3,210.34 TIRE FEE $ 17.50 $ 17.50 $ 17.50 $ 17.50 $ 17.50 GRAND TOTAL $ 43,004.36 $ 43,080.87 $ 43,486.00 $ 43,515.10 $ 44,651.64 DELIVERY 60-90 DAYS 80 DAYS 90 DAYS 75-90 DAYS 60 DAYS VEHICLE CHEVY 2006 CHEVY 2006 CHEVY 2006 CHEVY 2006 GMC 2006 TRAILBLAZER CS15506 CS15506 TRAILBLAZER ENVOY - - - - - - - - ------ ------ ------ - - -- - - - - ------ VENDOR MAURICE J. BOB STALL GUARANTY VILLA CLIPPINGER SOPP & SON CHEVROLET CHEVROLET FORD CHEVROLET LOCATION HUNTINGTON PARK LA MESA SANTA ANA ORANGE W.COVINA TERMS NET 30 NET 30 NET 30 10% 30-DAYS NET 30 1 VEHICLE $ 20,730.00 $ 20,736.00 $ 20,971.50 $ 24,177.77 $ 22,256.00 2 VEHICLES $ 41,460.00 $ 41,472.00 $ 41,943.00 $ 48,355.54 $ 44,512.00 SALES TAX $ 3,213.15 $ 3,214.08 $ 3,250.58 $ 3,747.55 $ 3,449.64 TIRE FEE INCL. INCL. $ 17.50 $ 19.44 INCL. SUB-TOTAL $ 44,673.15 $ 44,686.08 $ 45,211.08 $ 52,122.53 $ 47,961.68 TERMS DISC. ($5,212.25) S.A. 1% DISC. ($452.11) GRAND TOTAL $ 44,673.15 $ 44,686.08 $ 44,758.97 $ 46,910.28 $ 47,961. 68 DELIVERY 90 DAYS 60-90 DAYS 90 DAYS 90-120 DAYS 120 DAYS VEHICLE CHEVY 2006 CHEVY 2006 CHEVY 2006 FORD 2006 CHEVY 2006 CS15506 TRAILBLAZER TRAILBLAZER EXPLORER TRAILBLAZER CT15506 BID INVITATION SUMMARY: 18 Invitations For Bid mailed 1 Invitation For Bid mailed to a Santa Ana vendor 10 Bids received 1 Bid received from a Santa Ana vendor SUMMARY OF BID AWARD: GEORGE CHEVROLET TOTAL AWARD IN THE AMOUNT OF: $43,004.36 Exhibit 2 22F-4 REQUEST FOR COUNCIL ACTION ~ ~f~~ ~I/ V CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY: OCTOBER 3, 2005 TITLE: CONTRACT AWARD FOR PERSONAL PROTECTIVE EQUIPMENT KITS AND RE-SUPPLY MATERIALS (SPEC. NO. 05-095) APPROVED o As Recommended o As Amended o Ordinance on 1 st Reading o Ordinance on 2nd Reading o Implementing Resolution o Set Public Hearing For //d2 -- _./ ,~.,,- t~~ ~/:2 CONTINUED TO FILE NUMBER CITY MANAGER RECOMMENDED ACTION Award a contract to Airgas West, Inc., for the purchase of personal protective equipment kits and re-supply materials in the amount of $101,390.62. DISCUSSION On August 16, 2004, the City Council accepted a $15 million Urban Area Security Initiative grant from the federal Department of Homeland Security, through the State of California, Office of Homeland Security. This ini tiati ve was designed to enhance the domestic preparedness of urban areas by ensuring that all emergency first responders have adequate equipment and systems to prevent, respond to and recover from acts of terrorism. The grant provides total reimbursement to local agencies for equipment purchases approved and authorized by the Office of Disaster Preparedness. The Police Department requires a cache of Weapons and Mass Destruction (WMD) personal protective equipment (PPE) kits to reduce first responders' exposure to biological, chemical, and radiological threats. Each PPE kit will be vacuum-sealed and contain a National Fire Protection Agency 1994 approved coverall and overhood, chemical protective adhesive strips, protective latex booties, and disposable nitrile gloves. Additional re-supply materials will be purchased to replace and replenish protective equipment as necessary. The PPE kits and re-supply materials will be stored and transported in cargo trailers that will be strategically positioned throughout the Santa Ana 22G-1 CS 383 Contract Award for Personal Protective Equipment Kits and Re-supply Materials (Spec. No. 05-095) October 3, 2005 Page 2 Urban area to facilitate a rapid response to any WMD event or terrorist incident. The notice inviting bids was advertised on August 31 and September 2, 2005, and bids were solicited. A summary of the bid invitations and bids received is as follows: 8 Invitations For Bid mailed 2 Invitations For Bid received Bids were received and opened on September 13, 2005 (Exhibit 1). The bid received from Airgas West, Inc. is responsive to the specifications and meets the City's requirements. FISCAL IMPACT Funds are available in the Office of Emergency Services (OES) Urban Areas Security Ini tiati ve (UASI) Grant Machinery & Equipment account (account no. 125-331-6641). APPROVED AS TO FUNDS AND ACCOUNTS: ,~ ~~~ ~~a/(! ~M~ ~rancisco Gutierrez Executive Director Finance & Mgmt. Services Agency~ Paul M. Walters Chief of Police PMW/TO/05-095.7:uc 22G-2 ABSTRACT FOR BIDS - 05-095 PERSONAL PROTECTIVE EQUIPMENT (PPE) KITS AND RE-SUPPLY MATERIALS BIDDER: TERMS: LOC: PERSONAL PROTECTIVE EQUIP. (PPE) KITS: RE-SUPPLY MATERIALS: 7.75% TAX: TOTAL: BIDDER: TERMS: LOC: PERSONAL PROTECTIVE EQUIP. (PPE) KITS: RE-SUPPLY MATERIALS: 7.75% TAX: TOTAL: AIRGAS WEST, INC. NET 30 ORANGE, CA $ 87,893.50 $ 6,204.52 $ 7,292.60 $101,390.62 FISHER SAFETY, DIV. OF FISHER SCIENTIFIC NET 30 COTO DE CAZA, CA $104,163.00 $ 6,318.12 $ 8,562.28 $119,043.41 GLOBAL PROTECTION, LLC 1% 10, NET 30* MARLTON, NJ $ 88,200.00 $ 6,259.14 $ 7,320.58 $101,779.72 CHEM TECH PRODUCTS NET 30 SANTA ANA, CA NO BID $ 24.00** * CITY UNABLE TO PROCESS DISCOUNTS WITH TERMS OF LESS THAN 20 DAYS ** DID NOT BID ALL ITEMS BID AWARD SUMMARY: AIRGAS WEST, INC. $101,390.62 EXHIBIT 1 22G-3 22G-4 REQUEST FOR COUNCIL ACTION ~ \~" """v \J~ CITY COUNCIL MEETING DATE: OCTOBER 3, 2005 CLERK OF COUNCIL USE ONLY: TITLE: CONTRACT AWARD FOR ONE-TON UTILITY TRUCK (SPEC. NO. 05-096) APPROVED o As Recommended o As Amended o Ordinance on 1 st Reading o Ordinance on 2nd Reading o Implementing Resolution o Set Public Hearing For //~a' ~- / .'. /. '.' ". //) , .i/.'/ lbt ,<v .~ Ja'~ CITY MANAGER CONTINUED TO ----, FILE NUMBER RECOMMENDED ACTION Award a contract to Quality Chevrolet for the purchase of a one-ton utility truck in the amount of $29,504.50. DISCUSSION The Fleet Maintenance Division's annual Equipment Replacement Program is included in the City's annual budget, and identifies vehicles scheduled for replacement. Funding is monitored through a depreciation schedule established with each department. Parks, Recreations and Community Services Park Service Division utilizes a one-ton truck with a lift gate for general maintenance and lighting repair in the 38 parks, stadiums and facilities in the city. Due to age, mileage and condition, a 1994 Chevrolet truck has been approved for replacement in the current fiscal year. The notice inviting bids was advertised on September 2 and 7, 2005, and bids were solicited. A summary of the bid invitations and bids received is as follows: 17 Invitations For Bid mailed 1 Invitation For Bid mailed to Santa Ana vendors 8 Bids received Bids were received, opened on September 13, 2005, and evaluated (Exhibi t 1) The bid received from Quality Chevrolet is responsive to the specifications and meets the City's requirements. 22H-1 CS 383 Contract Award for One-Ton Utility Truck (Spec. No. 05-096) October 3, 2005 Page 2 FISCAL IMPACT Funds are available in the Equipment Replacement Machinery & Equipment account (account no. 76-145-6641) ~~ (! ~~ ~, . ~v_~rancl~co G~tlerrez Executlve Dlrector Finance and Management Services Agency/v .- FGjKMj05-096.2:uc 22H-2 ABSTRACT OF BIDS CONTRACT AWARD ONE-TON UTILITY TRUCK (SPEC. 05-096) VENDOR QUALITY CLIPPINGER VICTOR MAURICE J. CHEVROLET CHEVROLET BUICK SOPP & SON LOCATION ESCONDIDO W.COVINA CORONA HUNTINGTON PARK TERMS NET 30 NET 30 NET 30 NET 30 1 TRUCK $ 27,371. 00 $ 28,000.00 $ 28,396.40 $ 28,500.00 SALES TAX $ 2, 121. 25 $ 2,170.00 $ 2,200.72 $ 2,208.75 TIRE FEE $ 12.25 $ 12.25 $ 12.25 INCL GRAND TOTAL $ 29,504.50 $ 30,182.25 $ 30,609.37 $ 30,708.75 DELIVERY VEHICLE VENDOR LOCATION TERMS 1 TRUCK SALES TAX TIRE FEE SUB-TOTAL TERMS DISC. GRAND TOTAL DELIVERY VEHICLE 100 DAYS CHEVY 2006 CC36403 120 DAYS CHEVY 2006 C3500 LAKE GEORGE CHEVROLET CHEVROLET LAKE ELSINORE BELLFLOWER NET 30 NET 30 $ 29,727.00 $ 29,619.00 $ $ 2,303.85 $ 2,295.47 $ $ 10.50 $ 8.75 $ 32,041.35 $ 31,923.22 $ $ 32,041.35 $ 31,923.22 $ 120-150 DAYS CHEVY 2006 CC36403 90-120 DAYS CHEVY 2006 SILVERADO SUMMARY OF BID AWARD: TOTAL AWARD IN THE AMOUNT OF: Page 1 22H-3 90-120 DAYS GMC 2006 TC36003 120 DAYS CHEVY 2006 CC36403 BOB STALL VILLA CHEVROLET FORD LA MESA ORANGE NET 30 10% 30-DAYS 29,958.00 $ 33,899.99 2,321.74 $ 2,627.25 INCL. $ 13.61 32,279.74 $ 36,540.85 $ (3,654.09) 32,279.74 $ 32,886.76 90-120 DAYS CHEVY 2006 C-35 120-160 DAYS FORD 2006 F350 QUALITY CHEVROLET $29,504.50 22H-4 REQUEST FOR COUNCIL ACTION ~ ""~ CITY COUNCIL MEETING DATE: OCTOBER 3, 2005 CLERK OF COUNCIL USE ONLY: TITLE: CONTRACTS AWARD FOR STOCK PAPER GOODS (SPEC. NO. 05-100) APPROVED o As Recommended o As Amended o Ordinance on 1 st Reading o Ordinance on 2nd Reading o Implementing Resolution o Set Public Hearing For ~ a?:;2- /' /," ,/ /'// // . .....1": i/ ^ ,~/-/y ,'<c~"--__ CONTINUED TO FILE NUMBER CITY MANAGER RECOMMENDED ACTION Award contracts for paper products for a period of one year with options for two one-year renewals in a total annual aggregate amount not to exceed $120/830 with: Gale Supply Co. Kathco Products DISCUSSION The Central Stores section of the Finance and Management Services Agency provides paper products consisting of towels/ toilet tissue and covers/ and paper blankets as necessary to maintain the needs of various departments throughout the City. The contracts for paper products are designed to provide quality products at a significant savings based on quantity pricing. The notice inviting bids was advertised on September 2 and 7/ 2005 and bids were solicited. A summary of the bid invitations and the bids received is as follows: 12 Invitations For Bid mailed 3 Invitations For Bid mailed to Santa Ana vendors 8 Bids received 1 Bid received from Santa Ana vendor 221-1 CS 38:; Contract Awards for Stock Paper Products (Spec. No. 05-100) October 3, 2005 Page 2 Bids were received and opened on September 14, 2005 (Exhibit 1). bids were evaluated by completeness of categories and unit cost, were awarded on an "all or none basis", as appropriate. The recei ved from the recommended vendors are responsive to specifications and meet the City's requirements. FISCAL IMPACT The and bids the Funds are available in the various departmental Operating Materials and Supplies accounts (object code 6391) &~ (! ~~ '1~ Francisco Gutierrez Executive Director Finance & Management Services AgencyjV FG/TO/05-100.2:uc 221-2 ABSTRACT FOR BIDS - - 05-100 STOCK PAPER GOODS BIDDER: UNISOURCE WORLD WAXIE SANITARY GALE SUPPLY KATHCO WIDE INC. SUPPLY CO. PRODUCTS LOC: LA PALMA SANTA ANA LOS ANGELES COMMERCE CATEGORY 1 $115,635 $107,133 $102,946 $112,587 7.75% TAX: $ 8,962 $ 8,303 $ 7,978 $ 8,725 TOTAL - CATEGORY 1 $124,597 $115,436 $110,924 $121,312 CATEGORY 2 $ 7,571 $ 6,397 $ 6,233 $ 9,822 7.75% TAX: $ 587 $ 496 $ 483 $ 761 TOTAL - CATEGORY 2 $ 8,158 $ 6,893 $ 6,716 $ 10,583 CATEGORY 3 NO BID NO BID NO BID $ 8,728 7.75% TAX: $ 676 TOTAL - CATEGORY 3 $ 9,404 20% CONTINGENCIES: $ 23,528 $ 1,881 TOTAL: $141,168 $ 11,285 BIDDER: SOUTHEND JANITORIAL SANDLER BROS GORM, INC. MAINTEX, INC. SUPPLY INC. LOC: LOS ANGELES LOS ANGELES ONTARIO INDUSTRY CATEGORY 1 $113,680 $120,199 INCOMPLETE $114,515 7.75% TAX: $ 8,810 $ 9,315 $ 8,875 TOTAL - CATEGORY 1 $122,490 $129,514 $123,390 CATEGORY 2 $ 6,781 $ 6,637 INCOMPLETE INCOMPLETE 7.75% TAX: $ 525 $ 514 TOTAL - CATEGORY 2 $ 7,306 $ 7,151 CATEGORY 3 $ 9,962 INCOMPLETE BID NO BID 7.75% TAX: $ 772 TOTAL - CATEGORY 3 $ 10,734 20% CONTINGENCIES: TOTAL: TOTAL CONTRACT AWARDS IN A TOTAL ANNUAL AMOUNT OF: $152,453 - EXHIBIT 1 - 221-3 221-4 REQUEST FOR COUNCIL ACTION ~ ~ CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY: OCTOBER 3, 2005 TITLE: APPROVED CONTRACT AWARD FOR ADAPTIVE DOWNTOWN SIGNAL SYSTEM (PROJECT NO. 1758) o As Recommended o As Amended o Ordinance on 15t Reading o Ordinance on 2nd Reading o Implementing Resolution o Set Public Hearing For ,~ / Q ~:a c'7 -,<..--.---v" 6 l.e.<~ I CITY MANAGER CONTINUED TO FILE NUMBER RECOMMENDED ACTION / , 1. Award a contract to Moore Electrical Contracting, Inc., the lowest responsible bidder, in accordance with unit bid prices for base bid and add-on alternates A and D in the estimated amount of $842,721 for an Adaptive Downtown Signal System. 2. Approve a Funding Analysis with a total estimated construction cost of $1,016,400. DISCUSSION Traffic volumes in Downtown Santa Ana have increased in recent years due to local and regional growth. The current traffic signal control system is outdated and not capable of responding to changes in traffic volumes and traffic patterns (Exhibit 1). This project will upgrade the traffic signal system in the downtown area by providing installation of traffic communication infrastructure and replacement of outdated equipment, including cabinets and signal controllers. The Notice Inviting Bids was advertised on July 20 and 22, 2005, and bids were opened on August 18, 2005. A summary of the bid invitations mailed, the bids received, and the bid results follow. Santa Ana Contractors receiving notices: 0 Contractors requesting bidding documents: 9 Bids received: 1 Bids received from Santa Ana Contractors: 0 23A-1 Project 1758 Adaptive Downtown Signal System October 3, 2005 Page 2 NAME OF BIDDER CITY BID AMOUNT Moore Electrical Contracting, Inc. Corona $842,721 One responsive bid was received. Moore Electric Contracting, Inc. submitted a bid for $842,721, which is above the Engineer's estimate of $806,600. ENVIRONMENTAL IMPACT After Completion of Environmental Review ER 2002-67, Categorical Exemption will be filed for these projects pursuant to the California Environmental Quality Act. FISCAL IMPACT The funding analysis shows a total estimated construction cost of $1,016,400 for the project (Exhibit 2). Funds are available in the Measure M Street Construction Fund (account no. 32-551-6631) I the Selected Street Construction Fund (account no. 59-551-6631) the Transportation System Improvement Area E Fund (account no. 35-631-6631) I and the Capital Outlay Fund (account no. 51-631-6631). APPROVED AS TO FUNDS AND ACCOUNTS: ,_ J::L. c './"'-. James G. Ross Executive Director Public Works Agency ((~z . ...1( .y-- / J. ,~ ~~~~\~~.) ~.1.b > Francisco Gutierrez Executive Director Finance & Mgmt. Services Agency .(If 23A-2 FUNDING ANALYSIS PROJECT NO. 1758 ADAPTIVE DOWNTOWN SIGNAL SYSTEM Construction Contract Contract Administration Inspection and Testing Contingencies TOTAL ESTIMATED CONSTRUCTION COSTS Exhibit 2 23A-3 $842,721 $26,407 $63,000 $84,272 $1,016,400 22 CI) o J: ~ Z ~ m EXHIBIT 1 City Council Agenda Date: ADAPTIVE DOWNTOWN SIGNAL SYSTEM PROJECT 1758 October 3, 2005 23A-4 55 CI) ~ l: .. 1Il ::s I- - ~lfttt! ... 405 REQUEST FOR COUNCIL ACTION ~ ~ CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY: OCTOBER 3, 2005 TITLE: CONTRACT AWARD FOR 2005/2006 OMNIBUS CONCRETE REPLACEMENT CONTRACT (PROJECT 06-1713) APPROVED D As Recommended D As Amended D Ordinance on 1 sl Reading D Ordinance on 2nd Reading D Implementing Resolution D Set Public Hearing For ---- /", , L.fi2 . ,/ /~ .. :::r't ~ -. ._/U _.... 'CITY MANAGER CONTINUED TO FILE NUMBER ~ECOMMENDED ACTION 1. Award a contract Hardy & Harper, Inc., in accordance with unit bid prices $472,087 for construction of the Replacement Contract. the lowest responsible bidder, in an amount not to exceed 2005/2006 Omnibus Concrete 2. Approve a Funding Analysis with a total estimated construction cost of $566,500. DISCUSSION This proj ect will provide for replacement of damaged and deteriorated concrete sidewalks, curbs, gutters, cross gutters, wheelchair ramps, driveway approaches, and concrete pavement at various locations throughout the City. The work will be performed on an as-needed basis. The Notice Inviting Bids was advertised on August 1 and 3, 2005 and bids were opened on August 18, 2005. A summary of the bid invitations mailed, the bids received, and the bid results follows. Santa Ana Contractors receiving notices: 3 Contractors requesting bidding documents: 7 Bids received: 1 Bids received from Santa Ana Contractors: 1 23B-1 Project 06-1713 2005/2006 Omnibus Concrete Replacement Contract October 3, 2005 Page 2 NAME OF BIDDER CITY BID AMOUNT 1. Hardy & Harper, Inc. Santa Ana $678,810 One bid was received. Hardy & Harper, Inc. submitted a bid for $678,810, which is above the Engineer's estimate of $472,087. However, in accordance with the bidding documents, the total accumulated amount for this contract can not exceed $472,087. ENVIRONMENTAL IMPACT Categorical Exemption No. 2005-170 will be filed for this project. FISCAL IMPACT The funding analysis shows a total estimated construction cost of $566,500 for the project (Exhibit 1). Funds are available in the Water Utility Capital Projects Activity (account no. 66-579-6635), the Measure M Construction Fund (32-551-6631), and the Sanitary Sewer Service Fund (account no. 56-575-6631). APPROVED AS TO FUNDS AND ACCOUNTS: ~ /// t. ;;.~~.. ~::L/ /~ f' "Z ---;?~ James G. Ro~ ~ Executive Director Public Works Agency 6~~ r! ~ ~rancisco Gutierrez ~ Executive Director Finance & Mgmt. Services Agency K:\Construction\RFCA-draft\06-1713 2005-10-03 omnibus 23B-2 FUNDING ANALYSIS PROJECT 06-1713 2005/2006 OMNIBUS CONCRETE REPLACEMENT CONTRACT Construction Contract Contract Administration Inspection and Testing Survey Staking Contingencies TOTAL ESTIMATED CONSTRUCTION COSTS Exhibit 1 23B-3 $472,087 23,109 42,000 5,700 23,604 $566,500 23B-4 REQUEST FOR COUNCIL ACTION ~-~~ ~ ~ CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY: OCTOBER 3, 2005 TITLE: HISTORIC PROPERTY PRESERVATION AGREEMENT NO. 2005-07 FOR THE PROPERTY LOCATED AT 1315 NORTH BROADWAY ~ aat2- APPROVED o As Recommended o As Amended o Ordinance on 1st Reading o Ordinance on 2nd Reading o Implementing Resolution D Set Public Hearing For CONTINUED TO FILE NUMBER CITY MANAGER RECOMMENDED ACTION Direct the City Attorney to prepare and authorize the City Manager and the Clerk of the Council to execute an agreement with Alfredo Amezcua, property owner, for the structure located at 1315 North Broadway. HISTORIC RESOURCES COMMISSION ACTION Recommended that the City Council direct the City Attorney to prepare and authorize the City Manager and the Clerk of the Council to execute an agreement with Alfredo Amezcua, property owner, for the structure located at 1315 North Broadway at its September I, 2005 meeting by a vote of 6:0 Lutz, O'Callaghan and Sarmiento absent) . DISCUSSION After the public hearing on September 1, 2005, the Historic Resources Commission reviewed the proposed Historic Property Preservation Agreement (Mills Act Contract) and concluded that the resulting potential property tax savings would encourage the owner to reinvest the tax savings in the maintenance of their historic property, and would benefit both the owner and the community (Exhibit A). Additionally, the agreement prevents inappropriate alterations. 25A-1 HPP Agreement No. 2005-07 October 3, 2005 Page 2 FISCAL IMPACT The Historic Property Preservation Agreement will reduce the property tax revenue to the City by an estimated $35.10 to $175.50 annually, for a period of not less than ten years. APPROVED AS TO FUNDS AND ACCOUNTS: Ja~VinO Exe ive Director Planning & Building Agency ~~<< (!t!1(Jh~ Gutierrez Director Management Services Agency/._ :.,p' ~rancisco Executive Finance & HS:rb hs\historic info\mills act agreementS\1315_N_Broadway\hppa05-07.cc 25A-2 REQUEST FOR Historic Resources Commission Action ~ ~ HSTORIC RESOURCES COMMISSION MEETNG DATE: SEPTEMBER 1, 2005 HISTORIC RESOURCES COMMISSION SECRETARY TITLE: HISTORIC PROPERTY PRESERVATION AGREEMENT NO. 2005-07 FOR THE PROPERTY LOCATED AT 1315 NORTH BROADWAY APPROVED o As Recommended o As Amended o Set Public Hearing For CONTINUED TO Prepared by Hally Soboleske ~~ , Executive Director RECOMMENDED ACTION Recommend authorize agreement located at that the City Council direct the City Attorney the City Manager and the Clerk of the Council with Alfredo Amezcua, property owner, for 1315 North Broadway. to prepare and to execute an the structure DISCUSSION Request of Applicant The applicant, Alfredo Amezcua property owner, requests the approval of Historic Property Preservation Agreement No. 2005-07 (Mills Act) between the property owner and the City of Santa Ana. Property Description The subject property includes a two-story residence which was converted to 6-unit apartments in 1944 and a detached, two-story, two-car garage located at 1315 North Broadway. The property is within the Midtown Specific Plan area and the surrounding land uses are professional office to the north and south, single-family residences to the northeast, southeast and west, and multi-family residential to the immediate east. Analysis of the Issues In March 1999, the City Council approved an ordinance authorizing Historic Property Preservation Agreements (HPPA), commonly known as the Mills Act contracts, for eligible historic properties. The agreement provides monetary incentive to the property owner in the form of a property tax reduction in exchange for the owner's voluntary commitment EXHIBIT A 25A-3 HPPA No. 2005-07 September 1, 2005 Page 2 to maintain the property In a good state of repair and to rehabilitate the property as necessary. Once recorded, the agreement triggers the use of a different valuation method in determining the property's assessed value, thereby resulting in potentially significant property tax savings for the owner. One of the eligibility requirements for the Mills Act is that the property must be listed on the Santa Ana Register of Historical Properties. The subject property was placed on the local register and categorized as Landmark in April 2001 by the Historic Resources Commission (Exhibit 1) Upon consideration of the application, it is recommended that the City enter into a Historic Property Preservation Agreement (Exhibit 2). A review of the property indicates that this Colonial Revival styled structure is in excellent condition. As a result, a supplemental property rehabilitation plan will not be required as part of this agreement. Photos of the property are included with the agreement as well as a photo location map. The benefits of executing this agreement include, but are not limited to, the following: 1. Reduced property tax to allow reinvestment for the long-term preservation of the property. 2. Allows for a mechanism to provide for property rehabilitation. 3. Provides an additional incentive for potential buyers to purchase historic structures. 4. Discourages property. inappropriate alterations to the historic 5. Provides an opportunity for visual improvement to the physical environment of the community. 6. Offers additional support and attention for historic districts and historic structures in the City. 25A-4 HPPA No. 2005-07 September 1, 2005 Page 3 CEQA Compliance In accordance with the California Environmental Quality Act, the recommended action is exempt from further review. A Notice of Exemption will be filed for this project. ..............-..---..-.. II HS:JM hS\historic info\mills act agreements\1315_N_Broadway\hppa05-07.hrc 25A-5 NAME Dr. Raymond Smith House I REF. NO. 54 ADDRESS 1315 North Broadway CITY Santa Ana ZIP I 92706 I ORANGE COUNTY YEAR BUILT circa 1902 LOCAL REGISTER CATEGORY: Landmark HISTORIC DISTRICT I NEIGHBORHOOD I N/ A NATIONAL REGISTER CRITERIA FOR EV ALUA TION IC NATIONAL REGISTER STATUS CODE /3S Location: D Not for Publication IZI Unrestricted USGS 7.5" Quad Date: T R of of Sec B.M. D Prehistoric IZI Historic D Both ARCHITECTURAL STYLE: Late Victorian/Queen Anne DESCRIPTION/BACKGROUND RELATED TO PERIOD ARCHITECTURE: The Late Victorian/Queen Anne style (also known as the Queen Anne Revival) dominated residential architectural design during the last 20 years of the 19th century in the West, and was nearly as influential on early commercial buildings. IdentifYing features include the front-facing gable roof; ornate decoration of wood or metal along the eave and in the gable end; avoidance of flat wall surfaces through the use of applied ornamentation of wood or metal; and classical columns or pilasters. Multi-storied residential and commercial examples often incorporated bay windows, sometimes topped with towers. The style borrowed heavily from late Medieval models, with the addition of other regional interpretations. Some of the most well developed examples can be found in California and in the southern states (McAlester, 263-268). cmlhistoricltemplateslBroadway 1315 N 5/11/01 Page 1 of 4 ~i~51 CONSTRUCTION HISTORY: (Construction data, alterations, and date of alterations) July 3, 1944: Convert residence into 6 apartments RELATED FEATURES: (Other important features such as bams, sheds, fences, prominent or unusual trees, or landscape) Two-story garage and apartment in rear of parcel (construction date undetennined). DESCRIPTION: (Describe resource and its major elements. Include design, materials, condition, alterations, size, settings, and boundaries. ) This two and a half-story Queen Anne residence has many features typical of its style. Sheathed in narrow wood lap siding, the building sits on a concrete foundation. A complex hipped and gable roof features front and side gables containing Palladian windows. Windows are mostly one-over-one double-hung sash in type. Highlights of the building include a two-story rounded bay with a conical cap at the northwest corner and an attached, three bay porch on the primary (west) elevation. The bay is banded by a large, flat belt course between stories and by a frieze of garlands set beneath a dentil course and the boxed eaves of the turret. Tuscan columns support the porch roof and are linked by another denticulated frieze. Offset to the north within the porch space, the entry consists of a paneled and glazed single door topped by a transom. Atop the porch, a wood slat balustrade defines a balcony. Double wood and glass doors topped by a denticulated cornice open onto the space. Other typical stylistic elements include three-sided cant bays on the upper story front and side elevations, decoratively scrolled brackets in the boxed eaves, and embellished window aprons. Alterations to the exterior are relatively minor and include and exterior staircase attached to the south elevation. The interior has been converted into apartments. A two-story, hipped roof, wood clad building at the rear contains a garage topped by an apartment. HISTORIC HIGHLIGHTS: According to previous research (Santa Ana Treasures), this house was moved to this location in 1930 and occupied by a local chiropractor, Dr. Raymond Smith, and his wife, Alberta. It previously faced West Washington Street. The name of the original owner of this property is unknown. RESOURCE ATTRIBUTES: (List attributes and codes from Appendix 4 of Instructions for Recording Historical Resources, Office of Historic Preservation.) HP2. Single-family property cmlhistoric\templateslBroadway 1315 N 5/11/0 ] Page 2 of 4 25A-7 RESOURCES PRESENT: i:8J Building o Structure o Object o Site o District o Element of District o Other MOVED? 0 No i:8J Yes 0 Unknown Date: 1930 Original Location: West Washington STATEMENT OF SIGNIFICANCE: (Discuss importance in terms of historical or architectural context as defined by theme, period, geographic scope, and integrity.) Santa Ana was founded by William Spurgeon in 1869 as a speculative townsite on part of the Spanish land grant known as Rancho Santiago de Santa Ana. Early growth and development was stimulated by the arrival of the Southern Pacific 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. Beginning in the 1880s and continuing through the first three decades of the 20th century, Broadway emerged as a prominent residential corridor and was eventually lined by comfortably scaled homes shaded by rows of street trees. This intact circa 1902 house is architecturally significant as a fine example of the late Queen Anne Revival style. It illustrates the combination of Colonial Revival detailing with Queen Anne signature elements such as the "witch's cap" turret, bays, and porch. The Palladian windows, garland friezes, dentils, and Tuscan columns are derived from the Colonial Revival. Character-defining exterior features of the Smith House which should be preserved include, but are not limited to: hipped and gabled roof; boxed and bracketed eaves; gable face treatments; two-story bay with turret; attached front porch with Tuscan columns; balcony; all original fenestration and architectural detailing. SUMMARY/CONCLUSION: This building appears to be eligible for listing in the National Register of Historic Places under Criterion C. The house also appears eligible for inclusion in the California Register of Historical Resources. The property is currently listed in the Santa Ana Register of Historical Property. The Smith House has been categorized as "Landmark" because it has "a unique architectural significance" as a relatively rare example of the Queen Anne Revival style (Municipal Code, Section 30-2.2). OWNER AND ADDRESS: Mr. Marvin Rahn 1570 East Edinger Avenue, Unit 12 Santa Ana, CA 92705-4929 cmlhistoricltemplateslBroadway 1315 N 5/11/01 Page 3 of 4 25A-8 RECORDED BY: (Name, affiliation, and address) Leslie J. Hemnann Science Applications International Corporation 35 S. Raymond Avenue, Suite 204, Pasadena, CA 91105 DATE RECORDED: April 9, 2001 SURVEY TYPE: (Intensive, reconnaissance, or other) Intensive Survey Update REPORT CITATION: (Cite survey report and other sources) City of Santa Ana, Santa Ana's Historic Treasures. Les, Kathleen. Historic Resources Inventory 1315 N. Broadway, May 1980. REFERENCES: (List docmnents, date of publication, and page nmnbers. May also include oral interviews.) Harris, Cyril M. American Architecture: An Illustrated Encyclopedia. New York, WW Norton, 1998. 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 Department of the Interior, 1991. Whiffen, Marcus. American Architecture Since 1780. Cambridge: MIT Press, 1969. EVALUATOR: Leslie 1. Hemnann DATE OF EVALUATION: April 9, 2001 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 ofInstructions for Recording Historical Resources, Office of Historic Preservation) 3S: Appears eligible for separate listing. cmlhistoricltemplateslBroadway 1315 N 5/11101 Page 4 of 4 25A-9 MILLS ACT AGREEMENT 1315 North Broadway Santa Ana, CA 92706 RECORDING REQUESTED BY: City of Santa Ana AND WHEN RECORDED MAIL TO: City of Santa Ana Attn: City Clerk 20 Civic Center Plaza (M-30) Santa Ana, CA 92702 FREE RECORDING GOVERNMENT CODE ~61 03 HISTORIC PROPERTY PRESERVATION AGREEMENT This agreement ("Agreement") is made and entered into this October 3, 2005 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 Alfredo Amezcua, (hereinafter referred to as "Owner"), owner of real property located at 1315 North Broadway, Santa Ana, California, 92706 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 1315 North Broadway, Santa Ana, CA, 92706 and more particularly described in Exhibit "A," attached hereto and incorporated herein by reference, and hereinafter referred to as the "Historic Property". C. The Historic Property is officially designated on the Santa Ana Register of Historical Properties pursuant to the requirements of Chapter 30 of the Santa Ana Municipal Code. D. The City and the Property Owner, for their mutual benefit, now desire to enter into this Agreement which defines and limits the use and alteration of this Historic Property in order to enhance and maintain its value as a cultural and historical resource for the Owner and for the community; to prevent inappropriate alterations to the Historic Property and to ensure that repairs, additions, new building, and other changes are appropriate; and to ensure that rehabilitation and maintenance are carried out in an exemplary manner. 2f~E~1> MILLS ACT AGREEMENT 1315 North Broadway Santa Ana, CA 92706 E. The Owner and the City intend to carry out the purposes of California Government Code, Chapter 1, Part 5 of Division 1 of Title 5, Article 12, Section 50280 et seq., which will enable the Historic Property to qualify for an assessment of valuation as a restricted historical property pursuant to Article 1.9, Sec. 439 et seq., Chapter 3 Part 2 of Division 1 of the California Tax and Revenue Code. NOW, THEREFORE, the City of Santa Ana and the Owner of the Historic Property agree as follows: 1. Effective Date and Terms of Agreement. This Agreement shall be effective and commence on October 3, 2005, and shall remain in effect for a term often (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 (I) year shall automatically be added to the term of the Agreement as provided herein. c. Within 30 days from receipt of City's notice ofnonrenewal, 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 ofthe 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: - 2 - 25A-11 MILLS ACT AGREEMENT 1315 North Broadway Santa Ana, CA 92706 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, 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 ofthe City. b. All changes to the Historic Property shall comply with applicable City plans and regulations, and conform to the rules and regulations of the Office of Historic Preservation of the State of Department of Parks and Recreation, namely the U.S. Secretary of the Interior's Standards and Guidelines for Historic Preservation Projects. These guidelines are attached hereto, marked as Exhibit B, and incorporated herein by this reference. The condition of the exterior of the property, as of the effective date of this Agreement, is documented in photographs attached hereto as Exhibit B and incorporated herein by reference. Owner shall continually maintain the Historic Property in the same or better condition as documented in Exhibit C. 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 alternations are in keeping with the Secretary of Interior's Standards; deteriorating, dilapidated or unrepaired structures such as fences, roofs, doors, walls, and windows; storage of junk, trash, debris, discarded or unused objects such as cars, appliances, or furniture; and other unsightly by decoration, structure or vegetation which is unsightly by reason of its height, condition, or inappropriate location. e. Owner shall allow reasonable periodic examination, by prior appointment, of the interior and exterior of the Historic Property by representatives of the County Assessor, the State Department of Parks and Recreation, the State Board of Equalization, and the City of Santa Ana as may be necessary to determine the Owner 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. - 3 - 25A-12 MILLS ACT AGREEMENT 1315 North Broadway Santa Ana, CA 92706 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 ifit determines that the Owner has breached any of the conditions of this Agreement, or have allowed the property to deteriorate to the point that it no longer meets the standards for a qualified Historic Property, or if the City determines that the Owner has failed to restore or rehabilitate the property in the manner specified in Section 3 of this Agreement. If a contract is cancelled for these reasons, the Owner shall pay a cancellation fee to the County Auditor as set forth in Government Code Section 50286. This cancellation fee shall be a percentage (currently set at twelve and one-half (12 ~) percent by Government Code Section 50286) of the current fair market value of the property at the time of the cancellation, as determined by the county assessor, without regard to any restriction imposed pursuant to this Agreement. b. If the Historic Property is destroyed by earthquake, fire, flood or other natural disaster such that in the opinion of the City Building Official more than sixty (60) percent of the original fabric of the structure must be replaced, this Agreement shall be canceled 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 provlSlons to cancel the Agreement as referenced herein, the City may specifically enforce, or enjoin the breach of, the terms of the Agreement. In the event of a default, under the provisions to cancel the Agreement by the Owner, the City shall give written notice to the Owner by registered or certified mail, and if such a violation is not corrected to the reasonable satisfaction of the Deputy City Manager for Development Services or designee within thirty (30) days thereafter, or if not corrected within such a reasonable time as may be required to cure the breach or default, or default cannot be cured within thirty (30) days (provided that acts to cure the breach or default may be commenced within thirty (30) days and shall thereafter be diligently pursued to completion by the Owner), then the City may, without further notice, declare a default under the terms of this Agreement and may bring any action necessary to specifically enforce the obligations of the Owner growing out of the terms of this Agreement, apply to any court, state or federal, for injunctive relief against any violation by the Owner or apply for such relief as may be appropriate. b. The City does not waive any claim of default by the Owner if the City does not enforce or cancel this Agreement. All other remedies at law or in equity which are not otherwise provided for in this Agreement or in the City's regulations governing historic properties are available to the City to pursue in the event that there is a breach of this Agreement. No waiver by - 4 - 25A-13 MILLS ACT AGREEMENT 1315 North Broadway Santa Ana, CA 92706 the City of any breach or default under this Agreement shall be deemed to be a waiver of any other subsequent breach thereof or default hereunder. 7. Binding effect of Agreement. a. The Owner hereby subjects the Historic Property, located at 1315 North Broadway, Assessor Parcel Number, 398-523-09, and more particularly described in Exhibit A, in the City of Santa Ana, to the covenants reservations, and restrictions as set forth in this Agreement. b. The City and Owner hereby declare their specific intent that the covenants, reservations and restrictions as set forth herein shall be deemed covenants running with the land and shall pass to and be binding upon the Owner's successors and assigns in title or interest to the Historic Property. Every contract, deed, or other instrument hereinafter executed, covering or conveying the Historic Property or any portion thereof, shall conclusively be held to have been executed, delivered, and accepted subject to the tenants, restrictions, and reservations expressed in this Agreement regardless of whether such covenants, restrictions and reservations are set forth in such contract, deed, or other instrument. 8. No Compensation. Owner shall not receive any payment from the City in consideration of the obligation imposed under this Agreement, it being recognized that the consideration for the execution of this Agreement is the substantial public benefit to be derived therefrom and the advantage that will accrue to the Owner as a result of the effect upon the assessed value of the property on the account of the restrictions on the use and preservation of the property. 9. Notice. Any notice required by the terms of this Agreement shall be sent to the address of the respective parties as specified below or at other addresses that may be later specified by the parties hereto. City: City of Santa Ana Attn: City Clerk 20 Civic Center Plaza (M-30) Santa Ana, CA 92702 Owner:Alfredo Amezcua 1318 North Broadway Santa Ana, CA 92706 - 5 - 25A-14 MILLS ACT AGREEMENT 1315 North Broadway 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, agenda, employee, or other person acting on his or her behalf which relates to the use, operation, and maintenance of the Historic Property. The Owner hereby agrees to and shall defend the City and its elected and appointed officials, officers, agents, and employees with respect to any and all actions for damages caused by, or alleged to have been caused by, reason of the Owner's activities in connection with the Historic Property. c. This hold harmless provision applies to all damages and claims for damages suffered, or alleged to have been suffered, and costs of defense incurred, by reason of the operations referred to in this Agreement regardless of whether or not the City prepared, supplied, or approved the plans, specifications or other documents for the Historic Property. d. All of the Agreements, rights, covenants, reservations, and restrictions contained in this Agreement shall be binding upon and shall inure to the benefit of the parties herein, their heirs, successors, legal representatives, assigns, and all persons acquiring any part or portion of the Historic Property, whether by operation of law on in any manner whatsoever. e. In the event legal proceedings are brought by any party or parties to enforce or restrain a violation of any of the covenants, reservations, or restrictions contained herein, or to determine the rights and duties of any party hereunder, the prevailing party in such proceeding may recover all reasonable attorney's fees to be fixed by the court, in addition to court costs and other relief ordered by the court. f. In the event that any of the proVIsIOns of this Agreement are held to be unenforceable or invalid by any court of competent jurisdiction, or by subsequent preemptive legislation, the validity and enforceability of the remaining provisions, or portions thereof, shall not be effected thereby. g. This Agreement shall be construed and governed in accordance with the laws of the State of California. - 6 - 25A-15 MILLS ACT AGREEMENT 1315 North Broadway Santa Ana, CA 92706 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. Notice of the Contract to Office of Historic Preservation. No later than six (6) months of entering into the contract, the owner or agent of an owner shall provide written notice of this Agreement to the Office of Historic Preservation. 13. Amendments. This Agreement may be amended, in whole or in part, only by a written recorded instrument executed by the parties hereto. 14. Effective Date This Agreement shall be effective on the day and year first written above. 15. Signatures. ATTEST: CITY OF SANTA ANA PATRICIA E. HEALY Clerk of the Council DAVID N. REAM City Manager PROPERTY OWNER Date: By: Alfredo Amezcua APPROVED AS TO FORM: JOSEPH W. FLETCHER City Attorney By: Kylee O. Otto Assistant City Attorney - 7 - 25A-16 MILLS ACT AGREEMENT 1315 North Broadway Santa Ana, CA 92706 Exhibit A Real property in the City of Santa Ana, County of Orange, State of California, described as follows: THAT PORTION OF LOT 10 OF WALTON'S ADDITION TO THE TOWN OF SANTA ANA, AS SHOWN ON A MAP RECORDED IN BOOK 12, PAGE 98 OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE NORTH LINE OF SAID WALTON'S ADDITION TO SANTA ANA, 135 FEET OF ITS INTERSECTION WITH THE CENTER LINE OF SYCAMORE STREET EXTENDED NORTHERLY; THENCE WEST ALONG SAID NORTH LINE 143 FEET TO THE EAST LINE OF BROADWAY; TENCE SOUTH ALONG THE EAST LINE 68.50 FEET; THENCE EAST, PARALLEL TO THE NORTH LINE OF SAID WALTON'S ADDITION OF SANTA ANA, 143.02 FEET; THENCE NORTH, PARALLEL TO THE EXTENDED CENTER LINE OF SYCAMORE STREET, 68.50 FEET TO THE POINT OF BEGINNING. Assessor Parcel No. 398-523-09 - 8 - 25A-17 MILLS ACT AGREEMENT 1315 North Broadway Santa Ana, CA 92706 Exhibit B Exterior work shall be reviewed by the Historic Resources Commission and subject to the U.S. Secretary of the Interior's Standards for Rehabilitation of Historic Buildings, as follows: 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 alternations 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 - 9 - 25A-18 MILLS ACT AGREEMENT 1315 North Broadway Santa Ana, CA 92706 size, scale, color, material and character of the property, neighborhood, or environment. IO. 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. - 10- 25A-19 MILLS ACT AGREEMENT 1315 North Broadway Santa Ana, CA 92706 - 11 - 25A-20 MILLS ACT AGREEMENT 1315 North Broadway Santa Ana, CA 92706 - 12 - 25A-21 MILLS ACT AGREEMENT 1315 North Broadway Santa Ana, CA 92706 ~ o Garage front elevation (apartment upstairs) - 13 - 25A-22 D.. _ ~ I - ~ I 0 - - 0 ~ I ~ " --------------------- ~ - - C) I 1 ~ - C) - ~ I C) - ~ I - >- ~ ~ c I <( - ~ I i m - e i ~ t---------------------- ~ - ~ I z - it) I ~ M ~ I~ ~ o z e e e 25A-23 1 - 1 ->- 1<( -$ (0 010 ~ <( g- 0 195 - 1 25A-24 CITY COUNCIL MEETING DATE: ~ ~ REQUEST FOR COUNCIL ACTION CLERK OF COUNCIL USE ONLY: OCTOBER 3, 2005 APPROVED TITLE: o As Recommended o As Amended o Ordinance on 1 st Reading o Ordinance on 2nd Reading o Implementing Resolution o Set Public Hearing For AGREEMENT AMENDMENT FOR POLICE DEPARTMENT CARD ACCESS SYSTEM () / /(). /. I.'. ._ 4./> tkl~/ j IJ (t~..-. ITY MANAGER CONTINUED TO FILE NUMBER RECOMMENDED ACTION Direct the City Attorney to prepare and authorize the City Manager and the Clerk of the Council to amend the agreement with Simplex/Grinnell, LP, for the annual maintenance and support of the Police Department card access control system, extending the term of the agreement for an additional one- year period and increasing the compensation by $17,500 for a total aggregate amount not to exceed $40,748. DISCUSSION The Police Department currently uses the card access control system as a part of the controlled entry into the Police Administration Building, Jail facili ty, and a portion of City Hall. This agreement provides for the continued maintenance and support needed for this system. Simplex/Grinnell, LP, is uniquely qualified to provide these services as they designed and implemented the system. Council originally approved the agreement with Simplex/Grinnell in August 2003. This agreement would extend the maintenance and support for an additional one-year period. FISCAL IMPACT Funds are available in the Police Department, Computer Systems Other Contractual Services account (account no. 011-338-6291). APPROVED AS TO FUNDS AND ACCOUNTS: cj7~ W~ Paul M. Walters Chief of Police Police Department \\\b\~~~'~u ~~ Franclsco Gutierrez Executive Director Finance & Mgmt. Services Agency),';- 25B-1 25B-2 REQUEST FOR COUNCIL ACTION ~ ~ CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY: OCTOBER 3, 2005 TITLE: APPROVED o As Recommended o As Amended o Ordinance on 15t Reading o Ordinance on 2nd Reading o Implementing Resolution o Set Public Hearing For AGREEMENT WITH CROSSTOWN ELECTRICAL & DATA, INC. FOR CITYWIDE COMMUNICATION AND CCTV SYSTEMS MAINTENANCE AND SUPPORT ~:'VICES~ .i:/ IllC-:: CITY MANAGER CONTINUED TO FILE NUMBER \/ RECOMMENDED ACTION Direct the City Attorney to prepare and authorize the City Manager and Clerk of the Council to execute a two-year agreement with Crosstown Electrical & Data, rnc. in an amount not to exceed $50,000 per fiscal year for citywide communication and CCTV systems maintenance and support services with an option to extend the contract for one additional year. DISCUSSION The Santa Ana Traffic Management Center (TMC) controls all traffic signals and CCTV's in the City. This system utilizes twisted pair cables, fiber optic cables and other methods to provide communication between the TMC and field equipment. These communication systems require routine maintenance and emergency repair due to malfunctions or damage due to construction. City staff and our current signal maintenance contractor do not have the expertise and equipment to perform these specialized services. Crosstown was one of the original contractors that installed the City's communication system. They have been performing the repair and maintenance of the system for the City the past seven years. Based on the City's experience with Crosstown, staff considers Crosstown to be the most qualified maintenance company based on their knowledge of the City's communication systems, their experienced staff and the exceptional services that they provide. 25C-1 Agreement with Crosstown For Citywide Communication and CCTV Systems October 3, 2005 Page 2 The rates charged by Crosstown are very competitive in the industry. To ensure that costs are minimized, all work will be specifically authorized by the Public Works Agency staff. Based on these circumstances, staff recommends an agreement for maintenance and operational support with Crosstown for a period of two years, with a provision for a one-year extension by mutual agreement. ENVIRONMENTAL IMPACT In accordance with the California Environmental Quality Act, the recommended action is not considered a CEQA proj ect . Therefore, no environmental documentation is required. FISCAL IMPACT Funds for communication and CCTV systems maintenance and support services in the amount not to exceed $50,000 for Fiscal Year 2005-06 are available in the Public Works Agency account for other traffic signal maintenance (account no. 11-621-6271). The remaining contract funds will be included in the proposed FY 06-07 year budget. Ii .~, C i. James G. Ross Executive Director Public Works Agency .Ll APPROVED AS TO FUNDS & ACCOUNTS: ~'\\l').~ \\:;\. L-_ Francisco Gutierrez l~ Executive Director Finance & Management Service AgencY/~ 25C-2 CITY COUNCIL MEETING DATE: ~ ~ REQUEST FOR COUNCIL ACTION CLERK OF COUNCIL USE ONLY: OCTOBER 3, 2005 TITLE: LICENSE AGREEMENT FOR TAXI STAND AT THE DEPOT AT SANTA ANA APPROVED o As Recommended o As Amended o Ordinance on 1 sl Reading o Ordinance on 2nd Reading o Implementing Resolution o Set Public Hearing For ~ alra ITY MANAGER CONTINUED TO -- FILE NUMBER RECOMMENDED ACTION Direct the City Attorney to prepare and authorize the City Manager and Clerk of the Council to execute a License Agreement with A White & Yellow Cab, Inc. for a two-year period with options for three, one-year renewals for taxi service at The Depot at Santa Ana. DISCUSSION Since 1986 the City has contracted with a single company to provide taxi service as a convenience for The Depot patrons. This has ensured consistent service from a reliable taxicab company at The Depot. A request for Proposal (RFP) to solicit proposals for taxi services was prepared and notices were published on June 1 and June 3, 2005, in the Orange County Reporter. The notice inviting proposals was mailed on May 31, 2005. summary of the proposals solicited and those received: Below is a 14 Request for Proposals mailed 2 Requests for Proposals mailed to Santa Ana vendors 2 Proposals received 1 Proposal received from Santa Ana vendor The ratings for the two proposals received are as follows: A White & Yellow Cab, Inc. 92 $5,511. 00 per month Yellow Cab of Greater Orange 74 $3,825.00 per month County FIRM Rating Compensation 250-1 License Agreement for Taxi Stand At the Depot at Santa Ana October 3, 2005 Page 2 The proposals were evaluated by a City team using the following criteria: organizational/corporate experience, experience of management assigned to handle the contract, experience of the drivers assigned, clarity and detail of proposals and compensation to the City. Based upon the criteria, A White & Yellow Cab, Inc. received the highest rating and submitted the proposal with the highest amount of potential revenue. FISCAL IMPACT The agreement will provide revenues to The Depot at Santa Ana in the amount of $5,511 per month for total revenues of $66,132 per year in the Concession-Taxi Stand Revenue Account (account no. 67-01-5614). ~ APPROVED AS TO FUNDS AND ACCOUNTS: Patricia C. Whitaker Executive Director Community Development Agency ~<d ;J ~~~/ Francisco Gutierrez <~ Executive Director r Finance & Management Services Agency PCW/CF/mlr H:\ACTIONS\2005 CC\LicenseAgreeTaxiStandDEPOT lO-3-05.doc 250-2 CITY COUNCIL MEETING DATE: ~ ~ REQUEST FOR COUNCIL ACTION CLERK OF COUNCIL USE ONLY: OCTOBER 3, 2005 TITLE: APPROVED CONTRACT WITH WORKFORCE INVESTMENT ACT YOUTH PROGRAM SUBCONTRACTORS o As Recommended o As Amended o Ordinance on 151 Reading o Ordinance on 2nd Reading o Implementing Resolution o Set Public Hearing For ~ 041f~~ ITY MANAGER CONTINUED TO FILE NUMBER RECOMMENDED ACTION 1. Direct the City Attorney to prepare and authorize the City Manager and the Clerk of the Council to execute a contract with the Orange County Children's Therapeutic Arts Center to provide literacy and basic skills through technology and the arts for ten out-of-school youth from October I, 2005, through June 30, 2006, for an amount not to exceed $17,826. 2. Direct the City Attorney to prepare and authorize the City Manager and the Clerk of the Council to execute a contract with the California Hispanic Commission on Alcohol and Drug Abuse to assist thirty out-of-school youth with substance abuse problems and to find jobs from October I, 2005, through June 30, 2006, for an amount not to exceed $124,679. 3. Direct the City Attorney to prepare and authorize the City Manager and the Clerk of the Council to execute a contract with the Orange County Conservation Corps to provide paid on-the-job training for twenty-three high school dropouts from October I, 2005, through June 30, 2006, for an amount not to exceed $168,771. 4. Direct the City Attorney to prepare and authorize the City Manager and the Clerk of the Council to execute a contract with the Santa Ana Unified School District to provide mentoring and paid work experience for thirty in-school youth from October 1, 2005, through June 30, 2006, for an amount not to exceed $120,000. 25E-1 Contract with WIA Youth Program Subcontractors October 3, 2005 Page 2 5. Direct the City Attorney to prepare and authorize the City Manager and the Clerk of the Council to execute a contract with Taller San Jose to provide paid training in the information technology, medical careers and construction fields for twenty out-of-school youth from October 1, 2005, through June 30, 2006, for an amount not to exceed $147,830. 6. Direct the City Attorney to prepare and authorize the City Manager and the Clerk of the Council to execute an amendment to extend the current Memorandum of Understanding with Santa Ana W /O/R/K Center (Service Navigator) to coordinate youth service provider network services through June 30, 2006, and to increase the amount by $113,365 for an amount not to exceed $383,370. DISCUSSION Under the Workforce Investment Act (WIA), the Santa Ana Workforce Investment Board (WIB) and its Youth Council are required to procure and make funding recommendations in order to provide required WIA services to local qualified youth. On June 24, 2005, the Santa Ana WIB authorized the Youth Council to release a new Request for Proposal seeking providers of youth services for the period of October 1, 2005, through June 30, 2006, utilizing Program Year 2005-06 WIA youth funds. The current procurement procedures allow for contracts to be extended for three consecutive years and then require new procurement efforts be implemented in order to ensure all interested local agencies serving youth have an opportuni ty to participate in the process. The process was completed August 19, 2005, and the Santa Ana Youth Council presented its recommendations to the Santa Ana WIB on September 9, 2005. The Santa Ana WIB approved the new youth service provider contracts at its September 9, 2005, meeting utilizing the 2005-06 WIA grant allocation as well as some of the carryover funds from 2004-05. Services provided to the youth include comprehensive education and employment preparation services for both In-School and Out-of-School youth who are Santa Ana residents between the ages of 16 and 21. 25E-2 Contract with WIA Youth Program Subcontractors October 3, 2005 Page 3 FISCAL IMPACT Funds for these amendments are available in the Workforce Investment WIB Youth Council Program account (account no. 123-182-6933, 123-185-6933, 123-155-various and 123-165-various) . APPROVED AS TO FUNDS AND ACCOUNTS: patricia C. Executive Director Community Development Agency 6~z';_ (J d/L~ Franci~co G~tierrez fJ Executlve Dlrector Finance & Management Services Agency PCW/FJ/mlr H:\ACTIONS\2005 CC\ContWIAYthProgSubs lO-3-05.doc 25E-3 25E-4 REQUEST FOR COUNCIL ACTION /~.l ~.~ ~ CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY: OCTOBER 3, 2005 TITLE EMPLOYEE GROUP INSURANCE RENEWALS APPROVED o As Recommended o As Amended o Ordinance on 1" Reading o Ordinance on 2nc Reading o Implementing Resolution o Set Public Hearing For ~a CIT 'MANA' ER ------ CONTINUED TO FILE NUMBER RECOMMENDED ACTION Authorize the City Attorney to prepare and authorize the City Manager and Clerk of the Council to execute agreements for employee group life and accidental death & dismemberment, long-term disability, medical, dental and employee assistance program insurance. DISCUSSION The City's employee group benefit policies, contracts, and agreements are renewed annually on January 1. Currently we provide life and accidental death & dismemberment coverage and long term disability insurance through AIG Life Insurance Company for full-time employees. Although other insurance benefit costs are increasing next year, AIG has agreed to renew our life insurance and long-term disability agreements at a slight premium decrease while maintaining the current benefit structure. The rate reduction for the life insurance is for a one-year period, while the rate reduction for the long-term disability is for a two-year period. Life Insurance Insurance Current Insurance Percent Change Coverage Insurance Rate Renewal Rate Life Insurance $0.175per $1000 $0.130 per $1000 -25.7% Accidental Death $0.03 per $1000 $0.03 per $1000 0.0% & Dismemberment 25F-1 Employee Group Insurance Renewals October 3, 2005 Page 2 Long-Term Disability Group Coverage Current Rate Renewal Rate Premium Change Management $0.782 per $100 $0.78 per $100 -0.3% Employees $10.39 $10.39 0.0% 130 day wait Employees $15.93 $15.93 0.0% 60 day wait The City will continue to offer the existing three dental plans, which include one indemnity plan, Delta Dental and two prepaid plans Pacific Union Dental and Safeguard. There is no rate increase in Pacific Union Dental and Safeguard. However, Delta Dental will have an increase of less than 2.0%. All rates are guaranteed for one year. Dental Plans Type of Coverage Safeguard Dental Safeguard Dental Percent Previous Rate Rate 2006 Change Employee $23.22 $23.22 0.0% Employee Plus $39.79 $39.79 0.0% Family Type of Coverage Pacific Union Pacific Union Percent Change Previous Rate Rate 2006 Employee $23.35 $23.35 0.0% Employee Plus $50.21 $50.21 0.0% Family 25F-2 Employee Group Insurance Renewals October 3, 2005 Page 3 Type of Coverage Delta Delta Percent Change Previous Rate Rate 2006 Employee $47.46 $48.39 1. 9% Employee Plus $110.19 $111.90 1. 5% Family CalPERS Health Program The CalPERS Health Program medical rates for Orange County will increase an average of 6.8%. This slight increase is a result of the new regional pricing structure implemented by CaIPERS. Plan Employee Employee & 1 Employee & 2+ Only Dependent Dependents Blue Shield Access+ HMO $357.67 $715.34 $ 929.94 Kaiser $320.55 $641.10 $ 833.43 PERSCare $646.74 $1293.48 $1681.52 PERSChoice $384.56 $769.12 $ 999.86 PORAC(safety members) $399.00 $748.00 $ 950.00 Retirees who pay the cost of coverage are not included in the annual cost estimates. In addition, the Police Officers Association is not included in the medical and dental proj ections since they maintain their own insurance programs. Employee Assistance Program - REACH Employee/Associate Assistance The Employee Assistance Program assists employees and their eligible dependents in handling problems that may be interfering with their performance on the job. Consultation for problems such as alcohol and drug abuse, marital and family problems are available. REACH currently provides services under this program. The terms of the contract will remain the same. The current fee is $1.85 per employee per month. This rate guarantee is for a three year period. 25F-3 Employee Group Insurance Renewals October 3, 2005 Page 4 FISCAL IMPACT The annual cost of each plan may vary depending on changes in the number of employees currently enrolled during the year. The projected annual costs, using current enrollment as of July 2005 are: AIG Life Insurance Company Dental Carriers CalPERS Medical REACH (EAP Provider) Total Annual Cost $ 329,329 $ 572,460 $ 7,449,838 $ 41,803 $ 8,393,430 Funds in the amount of $8,393,430 are budgeted and available in the Personnel Services Employee Benefits account (account no. 81-177-6521). APPROVED AS TO FUNDS AND ACCOUNTS: ~~ ~--.J Enriqu~ J. ~l a Executlve Dlrector Personnel Services L<;(~~ (/ !kt~ ~ranci~co G~tierrez Executlve Dlrector Finance & Mgmt. Services Agency~ 25F-4 CITY COUNCIL MEETING DATE: ~ ~ REQUEST FOR COUNCIL ACTION CLERK OF COUNCIL USE ONLY: OCTOBER 3, 2005 TITLE: APPROVED LEASE AGREEMENT WITH STATE CALIFORNIA EMPLOYMENT DEVELOPMENT DEPARTMENT - THE DEPOT AT SANTA ANA OF o As Recommended o As Amended o Ordinance on 15t Reading o Ordinance on 2nd Reading o Implementing Resolution o Set Public Hearing For ~ uLfl . /. a.~. l.';'V~ 'v CI Y MANAGER CONTINUED TO FILE NUMBER RECOMMENDED ACTION Direct the City Attorney to prepare and authorize the City Manager and the Clerk of the Council to execute a lease agreement with the State of California Employment Development Department (EDD) for office space at The Depot at Santa Ana. DISCUSSION In 1998, the Workforce Investment Act (WIA) enacted changes to the way that workforce programs were delivered at the local level. WIA consolidated delivery of all workforce programs into one-stop centers. To meet this requirement, Santa Ana developed the Santa Ana W/O/R/K Center. The main partner in the implementation of the W!O!R!K Center was the California Employment Development Department. For the past five years EDD has leased space at The Depot from the City. In order to continue this partnership, the EDD office has requested a new five-year lease with the City. The lease agreement (Exhibit 1) would be for Suite 103 and portions of Suite 220 on the second floor. The total office space leased by EDD will be 5,246 square feet. The starting monthly lease rate for the lease will be six Thousand Six Hundred Ten Dollars ($6,610) with annual rental increases as follows: (Year Two = $6,820; Year Three = $7,030; Year Four = $7,240; Year Five = $7,449). The continued lease with the State of California EDD at The Depot will result in revenues of at least $79,320 annually and would continue the streamlined access, which the clientele and patrons now receive at the Santa Ana W!O/R/K Center. 25G-1 Lease Agreement with State of California EDD - The Depot at S.A. October 3, 2005 Page 2 FISCAL IMPACT The City will receive the initial amount of $79,320 annually, with rental amounts increasing to an annual amount of $89,388 or up to $421,788 over the full term of the Lease Agreement. Funds received will be deposited into Rental-State of California EDD Revenue Account (account no. 067-01- 5506) . APPROVED AS TO FUNDS AND ACCOUNTS: IIJ . /) /1) ~~~ ~ C-ttljL/~ ~rancisco Gutierrez f~ Executive Director Finance & Management Services Agen~r- Patricia C. Whitaker Executive Director Community Development Agency PCW!CF/LS!mlr H:\ACTIONS\2005 CC\LeaseAgreewithStateofCaliforniaEDD-DePOT lO-3-05.doc 25G-2 , '. STATE OF CALIFORNIA DEPARTMENT OF GENERAL SERVICES REAL ESTATE SERVICES DIVISION STANDARD LEASE FORM LEASE COVERING PREMISES LOCATED AT 1000 E. Santa Ana Boulevard Santa Ana, CA LESSOR'S FED. TAX. I.D. NO. OR SOCIAL SECURITY NO. N/A File No.: 4811-001 Project No.: 113840 TENANT AGENCY Employment Development Department Preamble Description Term Early Termination THIS LEASE, made and entered into this 8th day of Au gust, by and between hereinafter called the Lessor, without distinction as to numb~~ 0;' gender, and the State of California, acting by and through the Director of the, D~partment of Gerieral Services, hereinafter caIle4 the State; , -~-,~ 1. The Lessor hereby leases unto the State and the State hereby hires from the Lessor thos~ certain premises with appurtenances situated in' the City. of Santa Ana:. County of Ora..,ge: State of California, and more particularly described as follows: . . Approximately 5.45 I aet-asa9l&-square feet of leased office space including 2.135 square feet of space for the exclusive use of the State and 3,3 16 square feet of space which is shared between the State and Sublessor all on the first and second f1oor~ of the building Iocateg at 1000 E. Santa AmlBoulevard, Suites 130 and 220. Santa Ana. California. as outlined in red ('exclusive") and green ("shared") on the attached Exhibit "N' plan, together with specifications marked Exhibit "B"and lessor compliance procedures marked Exhibit "C", said Exhibits "An and "BI< flfld--!!G.!!, Project No. 113840 dated May 18. 2005. hereby being incorporated into this lease,and including twenty-two (22) nonexclusive unobstructed parking spaces contiguous to the subj~ct building, and unlimited ~se of the building's common facilities. ' . -' '. - - 2.Thetermpfthi~ I~liSe~~~I'CO~e~Ge~~nA~r!ust 1 :2005"and;sl1~Il e~d;()~.Julv31, 20 I 0, with such rights of terri\:in~tionas,~ay be he~<tinafterexpiessIYsetforth> 5;~ fd(-l-'1 . ..... .... ....... ....... ". ..........,;. !i'! _~~: gtatil.ft1ayt.e....r.minlit~th. .i~......leas.e...at.. a'n..Ytimee.ffestiVe?...n....cira.tt~r.JUly 31. 2007. by giving written notl.'ce to _ the . ~ast thirty (30) days prior to the date when such termination shall become effective. If the State fails to complete its move out withiri the notice periodand remains in the premises, additional rent shall be paid and prorated on a thirty (30) day month, based on the actual number of days the State occupies the premises following the effective date of termination. EXHIBIT 1 ~ 25G-3 Page-I " Rent " . ~ '. 4. Rental shall be paid by the State in arrears on the last day of each month during said term as follows: !!o/-r Sl~ T~ SIX THOUSAND ffi6tt'f'HUNDRED SfK'rV -12TG.J.HO AND NOll 00 DOLLARS ( 1/ r;, ~ I 0 ~) +$~68.e8) from August L 2005 through Julv 3 L 2006. then: Six &i!;!;,Nv/)drt,I ~&vt'1 ~THOUSAND PJo..TTY FOU ANlJ"NOIlOO DOLLARS (i 6 82-0 f1J ~':l.Q71.,ee)fr....o..m A..U.....g..u... st.I.....2....0.. O.~....~liI"o.u.. ~h.J.U.lV.......3....1....2......0...0.'7... ..th..... e.......~..:... ....... '~;..~<>........... .......... . SEVEN THOUSAND RT.'O 1m D EiGHTY ,)IxANnN~;l()b DOLLARS (# ~ 030 .~~~~~'~~~>~;,A~~" lj2q~:!~O,"~~tl:~I~~OO:: th'f~,'rrt SEVEN THOUSANDi~~HUNDREn~~ANDNO/IOO DcmLARS .~" (fJ *..2-. .~O.?i($...7...... jQ1.Q...9)fro..rnAUgUst 1,2008 through {~lv 3 L 2?09. the;; ...... . ".>'<..> .' . .' . . .... h.Ur . r:07%f;/'J~. ,.' .j' , .' SEVEN THOUSAND ~ HUNDRED TIll _ _ AND NOll 00 DOLLARS> (f1-i.."-ICj~)$'7:1)8.80) from August L 2009 through Jul~ 31. 201O./}j'jj'i>\ . . . ..,;':::: . ,'. . . .....;::-_---i:::~.:;:::-;': _ _ _ ----:.:::::."' i .':':}::-:-:.->' -'.- ". ..--: Rental payable hereunder for any period of time less than one mtmth shall be determined by prorating the monthly rental herein specified based on the actual number of days in the month. . Rental shall be paid to Lessor at the address specified in Paragraph 5 or to such other address as the Lessor may designate by a notice in, writing. If the premises are not complete pursuant to Paragraph 6 by the date shown iIi Paragraph 2, it IS understood and agreed by and betweenth6 parties that, at the State's sole option, the dates shown in Paragraphs 2 and 3 and the. dates. and dollar' amounts shown in Paragraph 4 may be adjusted to the first of the month following the State's acceptance of the completed premises, such acceptance shall not unreasonably be withheld., If the State exercises this option, it is agreed the State wjl1 complete unilaterally an amendpent to the. lease to revise the herein above sta.ted dates. . Any accrued rents for the period of time prior to the unilaterally adjusted commencement date will be paid in accordance with Paragraph 8. Additionally, it is understood and agreed between the parties that, atthe State's option, the dates shown in the "CPI Escalator Operating Expenses" paragraph, if incorporated herein, shaH be adjusted to reflect the time delay between lease commencement and the first of the month following the actual acceptance date. In the event this lease agreement contains a provision granting the State an Option to Purchase the premises, it is further agreed herein by the parties that, notwithstanding the provision of the Option' to Purchase par\igraph herein, the effective dates and corresponding purchase option prices of said Option to Purchase shaH be adjusted consistent with any adjustment to the lease commencement date, as stated above, which initial purchase option date shall in no event be less than twenty-four (24) months nor more than thirty-six (36) months from the "adjusted" corhmencement date. Said "adjusted" purchase option dates shaH be established consistent herewith and incorporated into said lease with a unilateral amendment by the State. ~ 25G-4 Page-2 ". , Notices and to the State: Completiorrand , Compliance with Plans and Specifications Notice of Completion and Access to Premises during Construction " . ;', 5. All notices and correspondence herein provided to be given, or which may be given by either party to the other, shaII be deemed to have been fulIy given when made in writing and deposited in the United States Mail, certified and postage prepaid and addressed as follows: To the Lessor City of Santa Ana Downtown Development Division 116 A Wesf4thStreet: Suite 6 Santa Ana. CA92701 Phone No. (714) 647-6556 FAX No. (714) 647-6939 DEP~ll.TMtN:Y?fGENiRAL.SERVICES, REAL~ST A.1'ESERVIC]J:S DIVISJ9N ~]J:A.SEl\1ANA.GEMENT!! ..4811-001 707 TIlIRDSTREET, SUITE 5-305 WEST SACRAMENTO, CA 95605 PHONENm\ (916) 375-4172 (91Q) 375-4173 ,'::.::{.'O,,,.',,,,,: . >::"',::": ""'" , '-''-::'''<:':':':.-''',,'' -.".-""':'C .-' ,:'" ,-."...-,"'-'-"-":'c',\ '\. ,c '-''-'--., ',c,-.":,,,..' ",.-,',",' ,-,,,' """_ "'_",, :.,':_':-.',,,',:""-'" ":.,,:,,-- ,.0:,':""< ',":";',.:" "':'-:"'.":,._,.::,],:"::,,,,' -,'":,,:0" ALL NOTICES AND CORRESPONDENCE MUST REFERENCE TENANT AGENCY AND PREMISES ADDRESS' Rental warrants shaH be made payable to: . Citv of~antaAna' Citv of Santa Ana . Downtown Development Division :l:16 A W~ 4~h Street, Suite 6 Santa An:a,CA 92701 Nothing herein contained shall preolude the giving of any such written notice.by personal service. The address to which notices and correspondence shall be mailed to either party maybe changed by giving. written notice to the other party. .,.-" "',':',,'-'.-, ",C' C', ,"__, ",: ',:,,:. ',:' ".:.: ':", , ,,";,;; 6. L~ssor agrees that, prior to August L 2005. and:t~essoi'ss~f5>c~~t and expense, alIJeq~ifed construction, improvem~~ts and/or alterations; if.any, shaH be 90mpleted apd the leas~,q, ~fe~ises made rsa~)i f9r. State's occupancy in fuII complia,nce wit~E~i~it:"An\, consisting; of two (2) sheets titlSdir9.ffice Quarters,rrojsst No. 113840" dated Mav ,18. 2005. andinacco~ganc~'1ithE){hibiFnB'" SOl'l~isting or fo~r~4) pages, titled,Sh?rt Form Specifications, Project No. 113840'! dated May 18. 2005. which Exhibits nA",.and.. "B" are by this referen.ce incorporated herein. 7~Les~ors~aH notif)iJI1~StateillwritillgbY certifisdIl1~il.oqhe datetile\eased premises wiII be completed and ready for 9fcuPancr at lea$t thirty (30) dars PfiorJher~to; Sl.!chn~~ise ~haHbe. ,~ condition precedent to the accrual of rental hereunder,:xceptpowever, that if the Stlite occ~pie~.~efrSIIlises.Brior to the receipt of such notice or prior to the expiration of the notice period.ofsuch notice, rental $ha,ILcommence to accrue as of the date of occupancy. Following execution of this lease, and riot more than sixty days (60) prior to completion of construction and occupancy under this lease, State or its contractors or other representatives shaII have the right to enter the premises for the purpose of instalIing certain equipment such as, but not limited to, modular system furniture, and electrical and telecommunications cabling and equipment. State agrees to indemnify and hold Lessor harmless from and against any claims, damages, or other injury suffered by Lessor as a result of the work to be performed pursuant to this right to enter the premises prior to State's acceptance and occupancy of the premises. Lessor agrees to indemnify and hold State and its agents, contractors or other representatives harmless from and against any claims, damages, injury or other harm suffered by reason of the negligence or other wrongful act of Lessor or any of Lessor's agents, contractors, or other representatives. ~ 25G-5 Page-3 Early <}ccupancy Time limit and Prior Tenancy " . {'. In no event shall the exercise of this right of entry be construed so as to cause an acceleration of the occupancy date of this lease or the obligation of the State to pay rent. Lessor and State shall each make all reasonable efforts to ensure that the respective construction and installation work is scheduled in such a manner so as to not interfere with or delay the other. In the event that one or the other party causes a delay in the other party's work, such injured party shall be compensated in the followingmarinel": Delavs cau~~d bvthe~essor:/ .,..., .. " ii" 'i '..'" ,Z" Cr~dit the ~~ssor a c?mpensatin~dayofpayment of;ent from the actua.l qat~,of OCCUpanCy. Compellsation will be in one day increments. Tliepafties agree that this shall be the sole remedy for delay~ in th~!Q1et~9.ulatiOIi 6fdamagdinany,other manner is too uncertain and not susceptible of accurate determination. , . .' . '.,'.' . . '. .." 8. Lessor agrees that if the leased premises are ready for occupancy prior to tlie completion date specified above in Paragraph 6, State may elect to occupy the premises on the earliest date practical after its receipt of the herein required completion notice. The rent payable for any such early occupancy by the State shall be at the rate of SIX THOUSAND EIGHT HUNDRED SIXTY-EIGHT AND NOlI 00 ($6.868.00) per month, and shall be prorated on a daily basis for any partial month. 9. No rental shall accrue under this lease,. nor ~hall the State have any obligation to perform the covenants or observe the conditions herein contained until the leased premises have been made ready for occupancy in accordance with the provisions hereof. It is specifically agreed that in the event the leased premises are not completed and ready for occupancy by the State on or before AUgust L 2005, then and in that event the State may, at its option and in addition to any other remedies it may have, terminate this lease and be relieved of any further obligations hereunder, providing that a fair and reasonable allowance for the following delays shalf be added to said time for completion: A. Acts of the State, its agents or employees, or those claiming under agreement with or grant from the State; . orby , B. The acts of God which Lessor could not reasonably have foreseen or guarded against; or by C. Any strikes, boycotts, or like obstructive actions by employees or .!abororganizations and which are beyond control of Lessor, and which cannot be reasonably overcome; or by Restrictive regulations by the Federal Government which are enforced in connection with a National Emergency. ' In the event that the Sta.t~electsto?~~up?, prel11ise~befoiethe\\l9~k on the premises specified in Exhibit A and B is fully completed, the State will providethe Lessor ""ith li punch list of work remaining to be completed (referenced as the State's "Punch List"). Lessor agrees that Lessor shall complete the remaining work no later than 14 calendar days from the date of receipt of said Punch List. If said Punch List is not completed within the specified 14-day period, Lessor agrees that, beginning on the first day after said 14-day period following occupancy of premises by the State, rent may at the State's sole option be reduced to FOUR THOUSAND EIGHT HUNDRED SEVEN AND NOIIOO ($4,807.00) which is Seventy Percent nO%} of the base rent specified in paragraph 4 herein (excluding any amortization payments) until such time that the Punch List work is completed in full and that such completion of work is inspected and accepted by the State. The portion of the rent specified for amortization of tenant improvements, if any shall continue to be paid in full without interruption. ~ 25G-6 Page-4 Conformity to Exhibits Asbestos and .... It is understood and agreed that the rent reduction specified above does not relieve Lessor of its obligation to complete said work and the State shall maintain all other remedies specified in the Lease. It is understood by all parties hereto that it shall be the Lessor's responsibility to remove any prior tenant. 10. Occupancy of the leased premises by the State shall not relieve Lessor in any respect from full compliance at all times with aforesaid Exhibits "~"illld"~n.~t is further understood and agreed that any installation not in conformity with said E~il)its"A"illld "B',' ,shall be iIllmediat~lr corrected by the Lessor at Lessor's sole cost and expense. In the event Le~~or sh~ll, after noticejI) wri~in,g from, theSta~: requiring the Lessor to comply with the requiremen~~ofthisP<l.I"ll.graph ip reg<l.I"d to a sp~cif\ed qOIldition, f(iil~refiJseor.~eglect to remedy such conaition, State may tegninate thisleas~~itho~tfurtht:robligatiQn, or as to suc~>specifi~9Tqeditioe' at its option and in addition to any.other remedY!l1~ St(iteITIay, h~ve,withb:old .l'entd~t: ilIld Qring!l1~ leas~dpremi~es into conformity with said ~xhibit~atits own costincl1.ldingState's Administrative costs, i{an,Y',and dedllqtthe anlOmlt thereof from the rent that m<iY then b~ or thereafter becomedue her~under. ":",.:.. .....:. ...., I L(Lessorhereby warrants and guarantees that the space leasedtqthe Stat~~in;be ope:ated>ilIld maintained free .o(hlJ,Zarefn.Jm Asbestos Containing Materials (ACM) and agrees;~?ftlET?pdi~ionsfor.~uf\'eY1 te~tiI:!g, and abatement o:ACM described in Exhibit "B" as applicable. L~ssor specificall?,.~~rE9s!l1at, in the~ve~t~e Stll.~e elects to exercise its .l'ights under the provisions of Paragraph 16 of~is lease'ill1t'.Tostsir~!ll.ted toabatt:meIltor hazard from asbestos shall be the Lessor's responsibility as described inthe,afqreIl1e,ntioIl~Cigxhi1:)it"B." . 12. Lessor, at Lessor's sole cost and expense, shall clearly marIc provide the parking spaces described hereinabove as assigned provided to the State of California.. Said parking spaces will be arranged and maintained so as to provide unobstructed access to each parking space at any time. In aaditioR to any .assigned parking spaces, State and its invitees shall have equal access to common spaces provided to all tenants on a first-come; first-served basis. ..............,....'::......::..:.....,:.. .....'...:..".;..::...::;..,.::.:.:.\....:..:.... " "0 .. .-........ ..":,' "',- ',' ',' ',._ .0 .." ..:' ::', .:: ".,' '. ...... ", .,'..... '..... .::.'C, .'.' " ..'.":........'....,.,.............. .,"--, ':...-.....-:., ,'13. Lessor, at Lessor's sole cost and expense, during the.term of this lease shaH furhish the following services, utilities, and supplies to the area leased by the State, and also to the "common" building areas (if any) such as lobbies, elevators, stairways, corridors, etc., which State shares with other tenants, if any: A Sewer, trash disposal, and water service, including both hot and cold water to the lavatories except lavatories in Employment Development Department public toilet rooms in lobby areas which need only cold water.' . .' . , B. Elevator (if any) service. ' . . C. Electricity and/or gas as necessary to provide power for heating, ventilating, and air conditioning, and electrical or gas service as needed for State's operations. ..,. , D. Janitorial services sufficient to maintain the interior in a clean well-maintained condition; that is, to eliminate all visible dust, dirt, litter, grime, stains, smears, finger marks, etc., to the greatest practical degree possible, by performing at least the following: Daily: (1) Empty illld cleahaIltql:~cQ?t<iiners'iUld disp(js~ pt all trash and rubbish. (2) Clean and maintain)na, sanitary and odor-free condition all floors, wash mirrors, basins, toilet bowls, and urinals. (3) Furnish and replenish all toilet room supplies (including soap, towels, seat covers, toilet tissue, and sanitary napkins). Furnish and replenish paper towel supply in all areas oftbe leased space. (4) Sweep or dust mop all hard surface floors, and carpet sweep all carpeted areas, including stairways and halls. Offices with hard surface floors in the public lobby area shall be damp-mopped daily. (5) Remove finger marks and smudges from all glass entrance doors. (6) Specifically check, and ifaction is needed, then: a. Dust the tops of all furniture, counters, cabinets, and window sills, (which are free of interfering objects). b. Remove spots and/or spills from the carpets, floors, and stairways. ~ 25G-7 Page- 5 . I ~ . As needed, but not less frequently than: Twice Weekly: Vacuum all carpets. Weekly: (1) Damp mop all hard surface floors. (2) Dust all windowblinds. (3) Treat stainless steelfountains and sirtks.to eliIIlinatestains and mineral deposits. (4) Spot clean the \Valls. Quarterly: (1) Strip all hard surface floors and apply a new coat of flool" finish; buff as necessary to produce a uniformly shining appearance. (2) Treat carpets for static electricity control (if not integrated in tne fabric). Semi-antlually: Wash all windows, window blinds, lighff~tures, walls, and painted surfaces. Annually: In the event of failure by the Lessor to furnish any of the above services or supplies in a satisfactory manner, the State may furnish the same at its own cost; and, in. addition, to any other remedy the State may have, may deduct the amount' thereof, including State's administrative costs, from the rent that may then be, pr thereafter become due hereunder. ". . . , Repair and Mainttlnance 14., A., During the lease term, the Lessorshallmaintai~. thelel:lSedpremises in .", good repair and tenantable condition, so as to minimize breakdowns and loss ofthe State's useofthepreirlises caused by deferre,d or. inadequate maintenance, i~cluding, but not limited to: (IJ Generally maintaining the leased premises in good; v~rmin-free, operating condition and appearance. (2) Furnishing prompt; good quality repair of the building, equipment, and appurtenances. (3) Furnishing preventative maintenance, including, but not limited to, manufacturer's recommended servicing of equipment such as elevator (if any), heating; ventilating and air conditioning equipment, and fixtures. (4) Furnishing ongoing maintenance and prompt repair of any and all special equipment and systems referenced in Exhibits A and B including but not limited to, security and access control systems, fire suppression systems, special HVAC systemsfor computer rooms, and UPS systems. (5) Furnishing andpromptIyreplacirig any inoperative light bulbs, fluorescent tubes, ballast, starters, and filters for the heating, ventilating and air conditioningeqtlipment as required. (6) Furnishing remedial painting as necessarY~ tomaintairi the premises iH a neat, cleaH and orderly condition. (7) Annual testing and maintenance of all fire extinguishers in or adjacent to the leased premises. (8) Repairin); and replaein); as necessary iutrabuildiH); Het'Nork 6Gble and inside '.'lire cable used for voice and data transmission. (9) Repairing and replacing parking lot bumpers and paving as necessary. Repaint directional arrows, striping, etc., as necessary. (10) On a weekly basis, sweeping parking areas and sidewalks, maintaining landscaped areas, including sprinklers, drainage, etc., in a growing, litter-free, weed free, and neatly mowed and/or trimmed condition. (ll)Repairing and replacing floor covering as necessary. Lessor, at Lessor's sole cost, shall arrange for moving of furniture and equipment prior and subsequent to the repairing or replacement of floor covering. ~ 25G-8 Page-6 Painting .)f- Each- 'CJ(t>l\fi b~ . {o ~ d-/.krdio~ k /{.d>e-J P('t/Y\I!>O. c!JtilJ / - -- Assignment and Subletting I'. (12) Keeping all walkways, parking lots, entrances, and auxiliary areas free of snow, water, oil spills, debris, or other materials which may be hazardous to users ofthe building. B. Lessor shall provide prompt repair or correction for any damage except damage arising from a willful or negligent act of the State's agents, employees or invitees. C. Except in emergency situations, the Lessor shall give not less than 48 hour prior notice to State tenants, when any pest control, remodeling, renovation, or repair work affecting the State occupied space may result in employee health concerns in the work environment. D. In case Lessor, after notice in ~ritin~fromthe State requiring the Lessor to comply with the requirements of this paragraph inregardto a specified COlldi~io~,~h~llfail,~;fuse or neglect to comply with such notice, tl1e, t:\,~nt of ~ em~rgency ~onstituting a hazard t.o .the he?it~ or safety of the State's employees, pr.operty, ori~xitees,t?e State may terminate this lealiewithoutfurtHerpbligation or at its option, perform such m~i~tenfll1ce or make sucH repair at itS?'7n cost and it ill addi~iol1 to any other remedy the State may have, ma~ withhold rent due and deduct the amoulltJhereof, j~c!pding l1ece~sary costs incurred by the ~tate required for th~ admini~trationofsuch maintenance and repairs, from the[ent that may then be or thereafter become due hereunder. . 15. In addition to any painting completed prior to the commencement of this lease, and touch-up painting required after initial occupancy upon receipt of written request from the State, Lessor'agrees at Lessor's sole co~t and expense to repaint all painted surfaces ([X] interior and [ ] exterior) of the leased premises in accordance with the attached Exhibits "A" and "B". In no event shall Lessor be required to repaint more than once during the first sixty (60) month period of this lease after the painting compil::ted prior to the commencem~nt, date,and once during any succeeding sixty (60) month period. Lessor shall, within forty-five (45) days from the g~ving Of any such notice, arrange for and complet~ the painting. Colors are to be approved by the State.. Lessor,' at Lessor's sole cost, shall arrange for moving of furniture and equipment prior and subsequenUo the repainting, and provide drop cloths, and covers as necessary. 16. The, With the Lessor's prior approval. which shaH not be unreasonablv withheld. State shaH have the right during the existence of this lease to make change orders and alterations; attach fixtures; and erect additions, structures, or signs in or upon the leased premises. Such fixtures, additions, structures, or signs so placed in or upon or attached to the premises under this lease or any extension hereof shall be arid remain the property of the State and may be '-':":''''''..,-,'->:, ,".-,', - --"-'-'?' -;,,?-.':,',':"',--- removed therefrom by the State prior to the termination or expiration of this lease or any renewal or extension hereof, or within a reasonable time thereafter. . *' I~ t~ ~v~t ~te"rtion'. [",I..". "~it\oo,. <tructu,,,. "0' ,ign, '" Pi p~~~,"~ Ie"','; p"mi"L~~ "1:;i"*t;s~ ~/ and State elects not to perform the work, any such work, when authorized in~~Y the State shall be performed by-/- the Lessor in accordance with plans and specifications provided by State. I . a~ to obtain competitive bids from at least three licensed contractors and to contract with the lowest bidder. Lessor further agrees that the overhead and profit for the work shall not exceed fifteen percent (15%) total for Lessor and any general contractor combined. Within forty-five (45) days after receiving Lessor's notice of completion of the requested work and an invoice requesting payment therefor, together with a complete detailed accounting of all costs for each trade, State agrees to either reimburse Lessor by a single total payment for the cost of such work; or, with Lessor's prior written approval, State will amortize the cost of the requested work over the remaining term of this lease by increasing the monthly rent by an amount to include principal and interest on the unpaid balance. The interest rate may not exceed the prime rate (the base rate on corporate loans posted by at least seventy five percent (75%) of the nation's 30 largest banks) plus 2 percent (2%) as of the date of the State's written authorization to proceed. In the event State terminates this lease on or after the end of the firm term, but before the expiration date of the lease, State agrees to pay to Lessor the portion of the principal balance which is unamortized as of the effective date of termination. Said payment shall be a single payment to be made within forty-five (45) days after the effective date of the termination. 17. The State shall not assign or sublet this lease without prior written consent of the Lessor, which shall not be unreasonably withheld, but shall in any e'lent have the right to sublet the leased premises. ~ 25G-9 Page-7 Quiet Possession Inspection Destruction Subrogation Waived Prevailing Wage Provision 18. The Lessor agrees that the State, while keeping and performing the covenants herein contained, shall at all times during the existence of this lease, peaceably and quietly have, hold, and enjoy the leased premises without suit, trouble, or hindrance from the Lessor or any person claiming under Lessor. 19. The Lessor reserves the right to enter and inspect the leased premises at reasonable times, and to render services and make any necessary repairs to the premises. 20. If the leased p~~ITlises ar~t()ta.llydestroyed b~~reor other c~sualty, this lease shall terminate. If such casualty shall render 10 >Rsrcent(l?%) ?r:lss~>of the floor space, of the leaseqpr~mises unusable for the purpose intended, Lessor shalleffect.restqration of the premises as q~icklyas is reasonably possible, but in any event within thirty (30) days. ;' " -"':.-' ' I~ ~e e)'ent suchca~ualtyshall render more than ten ~etce:Ilt (19~)~fS~th>fl~orspacegnusable but not constitute t()tajdestruction, ~e~~()r shall f00lJ.with givs n?tice t? St~te of the~pecifIcnl1inber of q~y~.reCl~ired to repair the same. IfLes.~orunder;such circumstances shall not give s~6h notice within fi~ee~p5) ca~~!'l>~~ ~a,ys~fter such destruction, 0: if such ..notice shall specify that such repairs will require m?rei~a~>~in~ty{?O)payst()>p()~p!.ete from date such !'l?fitS i~giyen, State, in either such event, at itsioption mayte,~i!'l~}S\thi~.le~~~ o:~\upon.j?ticR to Lessor, may m" a, in"t.a, in occupancy and elect to undertake the re,p,airs its, e,l.f""", d, e"d..."u.,.pt"l,.ng,.".."."t"..,h"e cost tll.eieof from tl1erental due or to '..becoine due.under this lease and any other lease betWeen Lessl)t .(lJ}d St~t~. .,'.' .,.' . ......,_.,i ,....,:...." In the event of any such destruction other than total, where the' State. has not. terminated the lease as herein provided, or pursuant to the terms hereof has not elected to make the repairs itself, Lessor shall diligently prosecute the repair of said premises and, in any event, if said repairs are not completed withiri the period o(thirty (30) days for destruction aggregating ten percent (10%) or less of the floor space, or within the period specified in Lessor's notice in connection with partial destruction aggregating more than ten percent (10%), the State shall. have the option to . terminate' this lease or complete the repairs itself: deducting the cost thereof from the rental due or to become due , imder thiS"leaseiuid any other lease between Lessor aHd State. "':':""':,,:-:',-. .<:, .......:::...-;.i,.'.'...-.. -'''''''' ."_"'._' :",-', ,'. ,',,' .,.:...-....,.:.'. ':" ...... ".... -" ,': ", ',',' ',' """',. - In the event the State remains in possession of said premises though partially damaged, the rental as herein provided shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet in the leased premises. "Net square feet" shall mean actual inside dimensions and shall not include public corridors; stairwells, elevators, and restrooms.' . , .-:.- --",--,-,':--",.:<,'- "'-""""--'" :',-, , ".: "" ""'<"":"'-','::' "'",',,"";,""""""',,"""""':""'"'::";,..,;.:,:",:.:,:'::,, " ",,' , ,,'::' ,,:, , ,"':" ".",::, ":c';"::::":':":,':"'::" It is uhderstood and agreed that the State or its agent has the right to enter its destroyed or partially destroyed leased facilities no matter what the condition. At the State's request, the Lessor shall immediately identifY an appropriate route through the building to access the State leased space. If the Lessor cannot identify an appropriate access route, it is agreed that the State may use any and all means of access at its discretion in order to enter its leased space. 2L'fo ,the exterifallth~ri~edbYanYfireandextendedc?ysrilgeinsur~~e poJicyiss~~dto Lessor on the herein leased premises, Lessorllerebywaives the subrogation right~ofthe insurer, llPdrele3;ses the State from liability for any loss ordamagec()yered bysaid 22. For those project~defined as"jmbFcWorkstrPursua.nt toL~bor Code ~I 720.2, the following shall apply: A. Lessor/contractor shallcoIIlply }Vith prevailing wage requirements and be subject to restrictions and penalties in accordance with ~ 1770 et seq. of the Labor Code which requires prevailing wages be paid to appropriate work classifications in all bid specifications and subcontracts. B. The Lessor/contractor shall furnish all subcontractors/employees a copy of the Department ofIndustrial Relations prevailing wage rates which Lessor will post at the job site. All prevailing wage rates shall be obtained by the Lessor/contractor from: Department ofIndustrial Relations Division of Labor Statistics and Research 455 Golden Gate Avenue, 8th Floor San Francisco, California 94102 C. Lessor/contractor shall comply with the payroll record keeping and availability requirement of ~ 1776 of the Labor Code. ~ 25G-10 Page-8 '. . Fair Employment Practices DVBE Participation RequirelTIent Service Companies Ser'iiee Credit Holding Over I'. D. Lessor/contractor shall make travel and subsistence payments to workers needed for performance of work in accordance with the Labor Code. E. Prior to commencement of work, Lessor/contractor shall contact the Division of Apprenticeship Standards and comply with ~I777.5, ~I777.6, and ~I777.7 of the Labor Code and Applicable Regulations 23. During the performance of this lea.se,the ~ess?r shall not deny benefits to any person on the basis of religion, color, ethnic group identificll,tion,sex.,a~e,physical ~r ~~ntaI4ir~~ility, nor shall they discriminate unlawfully against any employee or,applicaIlt f?r>~ll1ploymentbecaus~?~nlCe, ,:digipQ,..color, national origin, ancestry, physical handicap, ~~)1tal disa~ility, me<iical condition,maritaLsf<!.tus, age,pr.s~x.Le8s~r shall insure that the evaluation and treatmeQt of employees and applicantsfor emploYiUent.are free of sllch discrimination. Lesspr>ShallioIIlPl;>~ithithe .', provisionsoithe~~ir '.E;~lo~~e:t}~d ," ~o~~ing Act (Government Code, S~stion I29pO etseq.); the regulations Brpmulgat5~ thereunder (Califo~ni~Administr~CiveCode, Title 2, Section 7285:p.:tseq.)"the provisions, of Article 9.5, Chapter Part 1, DivisiOQ 3, ,TitJ~ 2 pf th: Government Code (9ove1"Qm~Il.t Code, Sections 11135-11139.5), and the regulatiom;qr standards iidopt~d by the awarding State agency to implement such article. "..........:.., ;.......... -:,,:, .:"- 24. Lessor hereby represents and certifies that ithas fully compliedwith all Disabled Veteran Business Enterprise (DVBE) participation goals or has made good faith efforts, as the case may be, as required by Public Contract Code ~10115 et seq., and further agrees that the State or its designees will have the right to review, obtain, and copy all records pertaining to the contract. Lessor agrees to provide .the State or its designee' with any requested relevant information and shall permit the State or its designee access to its premises, upon reasonable notice, during normal business hours for the purpose of interviewing employees and inspecting and copying such books, records, accounts, and other material that may be relevant to a matter under investigation for the purpose of determining compliance with this requirement. Lessor further agrees to maintain such records for a period of three (3) years after final payment under the contract. ' :.-.'-::-.........,.' ................:.':....:..,',:...;-:",..:....-.::-..-:"::. " ...... .....<..:-.-"...:..,...:. ":'," :.:',:.' ,':-' .,' Upon completion of this lease, Lessor agrees to submit a final report identifying all DVBEs used in providing services or supplies to this lease. Efforts to include DVBEs in this contract shall continue throughout the lease term and any extensions or renewals hereof involving purchasf,s of materials' and supplies by the Lessor. :.:\'.::" ,- ,':'- ---,_"::: ..":'_"" :," .... 'c."" ...........- .. ....,...........< .... .. -"",",' ',.,', ':,',,:'ii ."."" ,.<':"'" ',', ,'.' 25. Within fifteen (15) days after occupancy of the leased premises by the Stat~, Lessor shall provide the State with the name, address, and telephone number of an agency or person convenient to the State as a local source of service regarding the Lessor's responsibilities under this lease as to repairs, maintenance, and servicing of the premises and any or all related equipment, fixtures, and appurtenances. ':.-'.,....' " . ,,' 26. Lessor llbree~tl1afthE!re!ltalproyidedu~dertB.e termsoff.lii"~raph 4 hereofisbasedin part upon the costs of th~ se~Yices, utilities, .and suppli~sto be, furnished by Less8rin atJcord~iW~ ...{ithlar~raph '13 hereof. In the event the State vacm~the premis~~ priorts the efl(1 Qfthe, term sf this lease, er, ifafte~Rotiee in, writing from the State, all or any part sf suc~ serYic~s, utilities, ,or suppIi.T~ for an)' reii59~ are. n()t us~4bythe~t,me, then, in such event, the monthly rental as to each month or portion thereof as towhioh sHtJh, S~ryices,~tilltie~,or supplies are not used by the S:tate shall be reduced by an amo~n.t ~qual to, the average mo~thlyco.sts of~~cl1 unused services, utilities, or supplies during the six month period immediately preceding the first month in)yhich such sen'ices, utilities, or supplies are not used. 27. In the event the State remains in possession of the premises after the expiration of the lease term, or any extension or renewal thereof, this lease shall be automatically extended on a month to month basis, subject to thirty (30) days termination by either party, and otherwise on the terms and conditions herein specified, so far as applicable. If the last rental amount shown in Paragraph 4 included the amortization of a capital sum expended by Lessor for certain alterations and improvements, as described in a separate paragraph herein, and the capital sum has been fully amortized, the holdover rent shaH be reduced by the amount of the monthly amortization. If the State fails to vacate the premises within the notice period and remains for an extended period, additional rent shall be paid and prorated on a thirty (30) day month, based on the actual number of days the State occupies the premises following the effective date of termination. ~ 25G-11 Page-9 Surrender of Possession Time of Essence, Binding upon Successors No Oral Agreements Service Contracts Wages and Benefits " 28. Upon termination or expiration of this lease, the State will peacefully surrender to the Lessor the leased premises in as good order and condition as when received, except for reasonable use and wear thereof and damage by earthquake, fire, public calamity, the elements, acts of God, or circumstances over which State has no control or for which Lessor is responsible pursuant to this lease. The State shall have no duty to remove any improvements or fixtures placed by it on the premises or to restore any portion of the premises altered by it, save and except in the event State elects to remove any such improvements or fixtures and such removal causes damages or injury to the leased premises, and then only to the extent of any such damage or injury. 29. Time is oftl1.e esse.!lceo(thislease,andtl1.ytYn1l.s.~Il~ provisions ~fthis lease shall extend to and be binding upon and i~l.lxe to the . b.en.efit 0\ the ~eirs, execl.ltors, administratQrs,~uccessQrs, and assigns to the respective parties hereto. All of the partie~ hereto shall bejointly and severally liablel1.ereun.der, .......... .. .... .' 30. It i~. mutuallyullgerstoodan,d agreed that no altera.ti6qs. or ~ari~tio~~>Q\ the. te:ms ~f this lease shall be valid ~~l~s~m(ldein writing and signe9 by; tl1.e parties hereto, and that no oral, umlerstandingor agreement not incorporated herein, shall be binding on any oHhe parties hereto. ,3 ~. ., NI janitorial and housekeeping services, and.,sec;urity guards provided by Lessor pursuant requiremerits of Government Code (GC) 19134 window cleaners with the a) wages and wages and health, pay and b) a c) Lessdr~grees to with GC 19134. d) :r.,essor a~ree~, to termination for ~ 25G-12 Page-! 0 -Insurance ADA Compliance 32. Lessor understands and agrees to the following: The State of California has elected to be insured for its motor vehicle and general liability exposures through a self-insurance program. The State Attornev General administers the general liability program through an annual appropriation from the General Fund. The Office of Risk and Insurance Management administers the motor vehicle liability program. Under this form of insurance. the State and its employees (as defined in 810.92 Government Code) are insured for any tort liability that may?evelop thfoU7hcarrVirii??utofficial ,activities. including State official operations on non- State owned propSrtv, .,', Shoul?any cI~ims arise by reas?nof su~?Oper~ti?ns or under an official contract or license agreement. they should be refe~:d to~e Atto~ey (}en:~~l. State ofSalif?rnia;..;ort Liability Section. 1300 "I" Street. Il th Fl09fi Sacramento. Salifornia. 95814. Claims arising fro~oper~~ions of ~ State-owned vehicle should be for~arde?~? the.?ffice.9f Risk and Insurance Management. Auto SelMnsurance, 1325 "J" Street. Suite 1800. Sacramento. California 95814. Tl1S ~tateofCaliforriia has entered into a Master Agreement wit?th:State S9~pe~sation Insurance Fund to administer workers' compensation benefits for all State employees. as required by the Labor Code, "<:..i' .. - ;...,.:..'..".....- ..,.-,'- "-". :.,,' "- ....; ",.,-, 33. The Sublessor shaH ensure that any outstanding American Disability Act (ADA) Title 24 issues will be corrected and that the proposed mitigation plan as submitted with a completion date of March I. 2006. by the City of . .. Santa Ana shall be complied with. This mitigation plan completion will satisfy all ADA issues identified as a deficiency in the survey report as contracted by the City of Santa Ana. Failure to comply with the Mitigation Plan by March i. 2006. shall result in the termination ofthis lease agreement. This \Jaragrimh shail be used in reference to Exhibit "B" S\Jecifications. ~ 25G-13 Page-II I' IN WITNESS WHEREOF, this lease has been executed by the parties hereto as of the date first above written. STATE OF CALIFORNIA Approval Recommended LESSOR DEPARTMENT OF GENERAL SERVICES REAL ESTATE SERVICES DIVISION PROFESSIONAL SERVICES.BRANCH CITY OF SANTA ANA, a Muncipal Corporation ofthe State of California ' By SCOTI MOO~; RellIE~t~te Officer Real Estate Leasing and Management Section Date Approved DIRECTOR OF OF GENERAL Date EXHIBITS: Exhibit A = Floor Plan; 2 pages Exhibit B = Specifications; 4 pages ~ ~ 25G-14 Page-12 REQUEST FOR COUNCIL ACTION ~ ~ CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY: SEPTEMBER 19, 2005 TITLE: APPROVED [ As Recommended [j As Amended o Ordinance on 151 Reading o Ordinance on 2nd Reading o Implementing Resolution o Set Public Hearing For AGREEMENTS WITH WARE DISPOSAL, WASTE MANAGEMENT AND MADISON MATERIALS FOR CONSTRUCTION AND DE, ,M".OjTION /~,~~B,2i",S, ' "".', ',/ , /, ,) '2 ,~ L'~#i- ,/' l/~ (C:~'- / ,/ L CIT MANAGER IO~ :3 - 05' CONTINUED TO FILE NUMBER (/' RECOMMENDED ACTION Direct the City Attorney to prepare and authorize the City Manager and the Clerk of the Council to execute agreements with Ware Disposal and Waste Management for the collection and recycling of construction and demolition debris and an agreement with Madison Materials for processing and recycling of the debris. DISCUSSION In 1996 the City awarded two non-exclusive agreements - one to Ware Disposal and the other to Waste Management for the collection and recycling of construction and demolition debris generated in the City. These agreements are due to expire. Staff is proposing approval of new collection agreements that allow Ware Disposal and Waste Management to collect and recycle construction and demolition (C and D) debris generated in the City. The agreements also require that C and D materials collected by Ware Disposal and Waste Management be taken to the Madison Materials facility for processing and recycling. Pursuant to the terms of the agreements, customer rates will be reduced by $48 per load to be more competitive with other cities in the County. In 2002, Madison Materials began operation of a new recycling facility located at 1035 East Fourth Street. A new agreement with Madison Materials is proposed that requires them to sort, process and recycle all construction and demolition debris collected and deposited there by Ware Disposal and Waste Management. Madison Materials will recycle a minimum of 50% of the debris and will pay the City $3.00 per ton for each ton deposited at the facility by Waste Management and Ware Disposal. 25H-1 , Agreements With Ware Disposal, Waste Management And Madison Materials September 19, 2005 Page 2 The term of all three agreements will be limited to three years, through June 2008, so that the City can monitor the success of the program. ENVIROMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT The City expects to receive approximately $24,000 per year. Revenues will be deposited into the refuse collection fund (account no. 69-01-5591). )/l~ (U~ 1:; James G. Ross Executive Director Public Works Agency APPROVED AS TO FUNDS AND ACCOUNTS: ~I\h~ "''''J ~ ~. · ~ f1I' Francisco Gutierrez Executive Director Finance & Mgmt. Services Agen~ 25H-2 REQUEST FOR COUNCIL ACTION ~ ~ CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY: OCTOBER 3, 2005 TITLE: RESOLUTION APPROVING THE ASSIGNMENT OF THE FRANCHISE BY ADELPHIA CABLEVISION OF SANTA ANA, LLC TO TIME WARNER NY CABLE, LLC Q~!i}(2~ CITY MANAGER APPROVED As Recommended As Amended Ordinance on 1st Reading Ordinance on 2nd Reading Implementing Resolution Set Public Hearing For CONTINUED TO FILE NUMBER RECOMMENDED ACTION Adopt a resolution approving the assignment of the Franchise by Adelphia Cablevision of Santa Ana, LLC to Time Warner NY Cable, LLC, which will be an indirect wholly owned subsidiary of Time Warner Cable Inc. DISCUSSION Adelphia Cablevision of Santa Ana, LLC is the authorized holder of a franchise that authorizes the construction, operation, and maintenance of a cable television system within the City of Santa Ana. On April 20, 2005, Time Warner NY Cable, LLC and Comcast Corporation entered into separate definitive agreements to acquire all of the assets of Adelphia Communications Corporation. On June 14, 2005, the City of Santa Ana, as the Franchise Authority, received an application for the assignment of the existing Franchise. This resolution will authorize the assignment of the Franchise to Time Warner NY Cable, LLC. The Franchise Authori ty has the right to review and to approve the financial, technical, and legal qualifications of the Time Warner NY Cable before the transfer. Staff has reviewed the documentation and has concluded that the proposed transfer has the requisite financial, technical, and legal qualifications to adequately perform all obligations required and that the transferee will be bound by all existing terms, conditions, and obligations of the Franchise as it currently exists or as it may be modified. FISCAL IMPACT act associated with this action. Gerardo Mouet Executive Director Parks, Rec. and Comm. Svcs. Agency 55A-1 (JWF 9/15/05) RESOLUTION NO. 2005-092 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA CONDITIONALLY AUTHORIZING THE ASSIGNMENT OF A CABLE TELEVISION FRANCHISE BY ADELPHIA CABLEVISION OF SANTA ANA, LLC TO TIME WARNER NY CABLE LLC, AN INDIRECT SUBSIDIARY OF TIME WARNER CABLE INC. 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. Adelphia Cablevision of Santa Ana, LLC ("Franchisee"), is the authorized holder of a franchise ("Franchise") that authorizes the construction, operation, and maintenance of a cable television system within the City of Santa Ana ("Franchise Authority"). B. On April 20, 2005, Time Warner NY Cable LLC ("TWNY"), an indirect subsidiary of Time Warner Cable Inc., and Comcast Corporation ("Comcast"), each entered into separate definitive agreements to acquire, collectively, substantially all of the assets of Adelphia Communications Corporation ("Adelphia") for a total of $12.7 billion in cash (of which TWNY will pay $9.2 billion and Comcast will pay the remaining $3.5 billion) and 16% of the common stock of Time Warner Cable Inc. At the same time that Comcast and TWNY entered into the agreements to purchase Adelphia's assets, Time Warner Cable Inc., Comcast, and their respective subsidiaries also agreed to swap certain cable systems to enhance their respective geographic clusters of subscribers ("Cable Swaps"). The asset purchase transaction by TWNY that includes the City's cable franchise is not, however, dependent upon the consummation of the Cable Swaps transaction, nor upon certain redemption transactions whereby Time Warner Cable Inc., the parent company of TWNY, will redeem Comcast's 17.9 percent equity interest in Time Warner Cable Inc. in exchange for $1.9 billion in cash plus 100 percent of the common stock of a Time Warner Cable subsidiary that will own cable systems located in four states other than California. C. On June 14, 2005, the Franchise Authority received from the Franchisee and from Time Warner NY Cable LLC ("Transferee"), an application for the assignment of the existing Franchise. This application included FCC Form 394 titled "Application for Franchise Authority Consent to Assignment or Transfer of 55A-2 Resolution No. 2005-092 Page 1 of 11 Control of Cable Television Franchise." Supplemental information was provided to the Franchise Authority by the Transferee on July 25, 2005. D. I n accordance with Section 15-254(f) of Article II, Chapter 15 of the Santa Ana Municipal Code, the Franchise Authority has the right to review and to approve the financial, technical, and legal qualifications of the Transferee in connection with the proposed assignment of the Franchise. E. The staff of the Franchise Authority has reviewed the documentation that accompanied FCC Form 394 and, based upon the representations set forth in that documentation, has concluded that the proposed Transferee has the requisite financial, technical, and legal qualifications to adequately perform, or to ensure the performance of, all obligations required of the Franchisee under the Franchise, and that the Transferee will be bound by all existing terms, conditions, and obligations of the Franchise as it currently exists or as it may be modified or superseded by the parties prior to the closing of the asset purchase transaction described above in Recital (8). NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA ANA RESOLVES AS FOLLOWS: Section 1. I n accordance with Section 15-254(f) of Article II, Chapter 15 of the Santa Ana Municipal Code, the Franchise Authority consents to and approves the proposed assignment of the Franchise by Adelphia Cablevision of Santa Ana, LLC to Time Warner NY Cable LLC, which, upon the closing of the asset purchase transaction, will be an indirect wholly-owned subsidiary of Time Warner Cable Inc., and will be qualified to conduct business as a limited liability company in the State of California. Section 2. The authorization, consent and approval of the Franchise Authority to the proposed assignment is conditioned upon compliance by the Franchisee or the Transferee with the following requirements: (a) Within 60 days after the adoption of this resolution, the Franchisee and the Transferee will execute and file in the office of the Clerk of the Council an "Assignment and Assumption Agreement" in substantially the form attached to this resolution as Exhibit A. The City Manager is authorized to execute that document and thereby evidence the written consent of the Franchise Authority to the assignment and assumption of all rights and obligations under the Franchise. (b) An original or conformed copy of the written instrument evidencing the closing and consummation of the asset purchase transaction involving the proposed assignment of the Franchise must be filed in the office of the Clerk of the Council within 60 days after that closing and consummation. Section 3. If the condition set forth above in paragraph (a) of Section 2 is not satisfied within the period of time specified in that paragraph, then the authorization and consent of the Franchise Authority to the proposed assignment as provided for in Resolution No. 2005-092 Page 2 of 11 55A-3 this resolution will be revoked and rescinded without further action by the Franchise Authority, and the FCC Form 394 application will be denied in all respects as of the date of adoption of this resolution. In such event, the City Manager is authorized and directed to give written notice to all affected parties of that revocation and rescission, which will be deemed to be without prejudice to the right of those parties to submit a new FCC Form 394 to the Franchise Authority if required by the Franchise or local ordinance. Section 4. The City Clerk is directed to transmit a certified copy of this resolution to the following persons: Mr. Roger Keating, President Los Angeles Division Time Warner Cable Inc. 959 South Coast Drive, Suite 300 Costa Mesa, CA 92626 Brad M. Sonnenberg, Esq. Executive Vice President, General Counsel and Secretary Adelphia Communications Corporation 5619 DTC Parkway Denver, CO 80111 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 ,2005. Miguel A. Pulido Mayor APPROVED AS TO FORM: By: Joseph W. Fletcher, City Attorney Resolution No. 2005-092 Page 3 of 11 55A-4 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 the attached Resolution No. 2005-092 to be the original resolution adopted by the City Council of the City of Santa Ana on Date: Resolution No. 2005-092 Page 4 of 11 Clerk of the Council City of Santa Ana 55A-5 EXHIBIT A ASSIGNMENT AND ASSUMPTION AGREEMENT AND GUARANTEE OF ASSIGNEE'S OBLIGATIONS (CABLE TELEVISION FRANCHISE AGREEMENT) THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement") is entered into this day of , 2005, between Adelphia Cablevision of Santa Ana, LLC, a Delaware limited liability company ("Assignor"), Time Warner NY Cable LLC, a Delaware limited liability company ("Assignee"), 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 ("Franchise Authority"). RECITALS: A. Assignor is the authorized holder of a franchise that authorizes the construction, operation, and maintenance of a cable television system within the City of Santa Ana, California. B. Subject to the prior consent of the Franchise Authority, Assignor desires to assign to Assignee, and Assignee desires to assume, effective as of the closing of the asset purchase transaction described in the FCC Form 394 as filed with the Franchise Authority on June 14, 2005 (the "Closing"), all rights, duties, and obligations under the cable television franchise agreement between the Franchise Authority and the Assignor ("Franchise Agreement") as it currently exists or as it may be modified or superseded by the parties prior to the Closing. As used in this Agreement, the term "Franchise Agreement" specifically includes the Settlement Agreement dated June 14, 2005, and all executory obligations of Assignor thereunder that exist as of the Closing of the asset purchase transaction. THE PARTIES AGREE AS FOLLOWS: 1. Effective as of the Closing, Assignor assigns and transfers to Assignee all of Assignor's rights, duties, and obligations under the Franchise Agreement. 2. Effective as of and contingent upon the occurrence of the Closing, Assignee covenants and agrees with Assignor and with the Franchise Authority to assume all rights and to assume and perform all duties and obligations of the Assignor under the Franchise Agreement, including all duties and obligations arising prior to the Closing. 3. Franchise Authority consents to the assignment and transfer by Assignor to Assignee of all rights, duties, and obligations specified in the Franchise Agreement, contingent upon the execution by Time Warner Cable Inc., as guarantor, of the "Guarantee of Assignee's Obligations" that is attached as Schedule 1 to this Agreement. Resolution No. 2005-092 Page 5 of 11 55A-6 4. This Agreement will become operative and enforceable upon the closing of the asset purchase transaction described in the FCC Form 394 as filed with the Franchise Authority on June 14, 2005. TO EFFECTUATE THIS AGREEMENT, the parties have caused this Assignment and Assumption Agreement to be executed by their duly authorized representatives as of the date set forth below the authorized signature. "ASSIGNOR" ADELPHIA CABLEVISION OF ORANGE COUNTY, LLC, a Delaware limited liability company "ASSIGNEE" TIME WARNER NY CABLE LLC, a Delaware limited liability company By: By: (Authorized Officer) (Authorized officer) Title: Title: Date: Date: APPROVED AS TO FORM: APPROVED AS TO FORM: Legal Counsel Legal Counsel "FRANCHISE AUTHORITY" CITY OF SANTA ANA ATTEST: Patricia E. Healy Clerk of the Council David N. Ream City Manager Date: APPROVED AS TO FORM: Joseph W. Fletcher City Attorney Resolution No. 2005-092 Page 6 of 11 55A-7 SCHEDULE 1 To ASSIGNMENT AND ASSUMPTION AGREEMENT AND GUARANTEE OF ASSIGNEE'S OBLIGATIONS GUARANTEE GUARANTEE, dated as of , 2005, made by TIME WARNER CABLE INC., a Delaware corporation ("Guarantor"), in favor of the City of Santa Ana, California, ("Beneficiary"). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to induce Beneficiary to timely consent to the transfer of the cable television franchise issued by Beneficiary and currently held by Adelphia Cablevision of Santa Ana, LLC (the "Franchise") to Time Warner NY Cable LLC ("Transferee") in accordance with the Federal Communications Commission Form 394 filed by Transferee, Guarantor agrees as follows: I. Interpretive Provisions. A. The words "hereof," "herein" and "hereunder" and words of similar import, when used in this Guarantee, shall refer to this Guarantee as a whole and not to any particular provision of this Guarantee, and section and paragraph references are to this Guarantee unless otherwise specified. B. The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. II. Guarantee. A. Effective upon the close of the asset purchase transaction, Guarantor unconditionally and irrevocably guarantees to Beneficiary the timely and complete performance of all Transferee obligations under the Franchise (the "Guaranteed Obligations"). The Guarantee is an irrevocable, absolute, continuing guarantee of payment and performance, and not a guarantee of collection. If Transferee fails to pay any of its monetary Guaranteed Obligations in full when due in accordance with the terms of the Franchise, Guarantor will promptly pay the same to Beneficiary or procure payment of same to Beneficiary. Anything herein to the contrary notwithstanding, Guarantor shall be entitled to assert as a defense hereunder any defense that is or would be available to Transferee under the Franchise or otherwise. B. This Guarantee shall remain in full force and effect until the earliest to occur of: (i) performance in full of all Guaranteed Obligations at a time Resolution No. 2005-092 Page 7 of 11 55A-8 when no additional Guaranteed Obligations remain outstanding or will accrue to Transferee under the Franchise; and (ii) subject to any required consent of the Beneficiary, any direct or indirect transfer of the Franchise from Transferee to (or direct or indirect acquisition of Transferee or any successor thereto by (whether pursuant to a sale of assets or stock or other equity interests, merger or otherwise)) any other person or entity a majority of whose equity and voting interests are not beneficially owned and controlled, directly or indirectly, by Guarantor. Upon termination of this Guarantee in accordance with this Section II(B), all contingent liability of Guarantor in respect hereof shall cease, and Guarantor shall remain liable solely for Guaranteed Obligations accrued prior to the date of such termination. III. Waiver. Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by Beneficiary upon this Guarantee or acceptance of this Guarantee. Guarantor waives diligence, presentment, protest and demand for payment to Transferee or Guarantor with respect to the Guaranteed Obligations; provided, however, that Guarantor shall be furnished with a copy of any notice of or relating to default under the Franchise to which Transferee is entitled or which is served upon Transferee at the same time such notice is sent to or served upon Transferee. IV. Representations and Warranties. Each of Guarantor and Beneficiary represents and warrants that: (i) the execution, delivery and performance by it of this Guarantee are within its corporate, limited liability company or other powers, have been duly authorized by all necessary corporate, limited liability company or other action, and do not contravene any law, order, decree or other governmental restriction binding on or affecting it; and (ii) no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by it of this Guarantee, except as may have been obtained or made, other than, in the case of clauses (i) and (ii), contraventions or lack of authorization, approval, notice, filing or other action that would not, individually or in the aggregate, impair or delay in any material respect such party's ability to perform its obligations hereunder. V. Binding Effect. This Guarantee, when executed and delivered by Beneficiary, will constitute a valid and legally binding obligation of Guarantor, enforceable against it in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency or other similar laws applicable to creditors' rights generally and by equitable principles (whether enforcement is sought in equity or at law). VI. Notices. All notices, requests, demands, approvals, consents and other communications hereunder shall be in writing and shall be deemed to have been duly given and made if served by personal delivery upon the party for whom it is intended or delivered by registered or certified mail, return receipt requested, or if sent by Telecopier, provided that the telecopy is promptly confirmed by telephone confirmation Resolution No. 2005-092 Page 8 of 11 55A-9 thereof, to the party at the address set forth below, or such other address as may be designated in writing hereafter, in the same manner, by such party: To Guarantor and Transferee: Time Warner Cable Inc. 290 Harbor Drive Stamford, CT 06902-6732 Telephone: (203) 328-0631 Telecopy: (203) 328-4094 Attention: General Counsel To Beneficiary: City of Santa Ana Clerk of the Council Telephone: (714) 647-6520 T elecopy: (714) 647-6956 and City of Santa Ana Office of the City Attorney Telephone: (714) 647-5201 Telecopy: (714) 647-6515 VII. Integration. This Guarantee represents the agreement of Guarantor with respect to the subject matter hereof and there are no promises or representations by Guarantor or Beneficiary relative to the subject matter hereof other than those expressly set forth herein. VIII. Amendments in Writing. None of the terms or provisions of this Guarantee may be waived, amended, supplemented or otherwise modified except by a written instrument executed by Guarantor and Beneficiary, provided that any right, power or privilege of Beneficiary arising under this Guarantee may be waived by Beneficiary in a letter or agreement executed by Beneficiary. IX. Section Headings. The section headings used in this Guarantee are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof. X. No Assignment or Benefit to Third Parties. This Agreement shall be binding upon and inure to the benefit of the parties hereto. Nothing in this Agreement, express or implied, is intended to confer upon anyone other than Guarantor and Beneficiary and their respective permitted assigns, any rights or remedies under or by reason of this Guarantee. Resolution No. 2005-092 Page 9 of 11 55A-1 0 XI. Expenses. All costs and expenses incurred in connection with this Guarantee and the transactions contemplated hereby shall be borne by the party incurring such costs and expenses. XII. Counterparts. This Guarantee may be executed by Guarantor and Beneficiary on separate counterparts (including by facsimile transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. XIII. Governing Law. This guarantee shall be governed by and construed and interpreted in accordance with the laws of the state of California without regard to principles of conflicts of law. XIV. Waiver of Jury Trial. Each party hereto hereby irrevocably and unconditionally waives trial by jury in any legal action or proceeding relating to this guarantee and for any counterclaim therein. TO EFFECTUATE THIS GUARANTEE, each of the undersigned has caused this Guarantee to be duly executed and delivered by its duly authorized officer on the date set forth below the authorized signature. "GUARANTOR" TIME WARNER CABLE INC. "BENEFICIARY" CITY OF SANTA ANA By: Name: Title: By: David N. Ream City Manager Date: Date: ATTEST: By: Patricia E. Healy Clerk of the Council APPROVED AS TO FORM By: Joseph W. Fletcher City Attorney Resolution No. 2005-092 Page 10 of 11 55A-11 Resolution No 2005 . -092 Page 11 of 11 55A-12 REQUEST FOR COUNCIL ACTION ~ ~ CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY: OCTOBER 3, 2005 TITLE: RESOLUTION AUTHORIZING PARTICIPATION IN THE STATE OF CALIFORNIA RIVER PARKWAYS GRANT PROG APPROVED o As Recommended o As Amended o Ordinance on 1st Reading o Ordinance on 2nd Reading o Implementing Resolution o Set Public Hearing For CONTINUED TO FILE NUMBER RECOMMENDED ACTION Adopt a resolution authorizing the submittal of a grant application in the amount of $1,200,000 for the California River Parkways Grant Program for the Santiago Creek Watershed and Recreational Facility Enhancement project. DISCUSSION The California River Parkways Grant Program was established under the Water Security, Clean Drinking Water, Coastal and Beach Protection Act of 2002. The program provides funds for recreational acquisition, restoration, protection and development of river parkways. Approximately $10 million is available to fund projects during this grant cycle. The Parks, Recreation and Community Services Agency requests authorization to submit a grant application in the amount of $1,200,000 for the enhancement of the Santiago Creek and Park. The proposed proj ect will improve the creek by relocating the parking lot currently located in the creek bed to the South side of the creek in Santiago Park, reinforcing the retaining walls along the creek, and closing the parking lot entrance on Valencia Street. FISCAL IMPACT Gerardo Mouet Executive Direc or Parks, Recreation Services Agency t associated with this action. There is no A-lkL and Community ( ~,., y' \0' / . . ~ '" /"', ..~ . J~) ~/&Y--C- '-"'r-- It" t. I.' 'C '(.c'y' ;/'<.,~, James G / Ross ,/" Executive Director Public Works Agency 558-1 Iss09/23/05 RESOLUTION NO. 2005-093 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING THE APPLICATION FOR GRANT FUNDS FROM THE CALIFORNIA RIVER PARKWAYS GRANT PROGRAM UNDER THE WATER SECURITY, CLEAN DRINKING WATER, COASTAL AND BEACH PROTECTION ACT OF 2002 (Proposition 50) FOR THE SANTIAGO CREEK WATERSHED AND RECREATIONAL FACILITY ENHANCEMENT PROJECT 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 Legislature and Governor of the State of California have provided Funds for the Water Security, Clean Drinking Water, Coastal and Beach Protection Act of 2002 (Proposition 50); and B. The Resources Agency has been delegated the responsibility for the administration of the program within the State, setting up necessary procedures governing project application under the program; and C. Said procedures established by the State Resources Agency require the City of Santa Ana to certify by resolution the approval of application(s) before submission of said application(s) to the State; and D. The City of Santa Ana, if selected, will enter into an Agreement with the State of California to complete the project. Section 2. The City Council approves the submittal of an application for $1,200,000 in grant funds through the Water Security, Clean Drinking Water, Coastal and Beach Protection Act of 2002 for the enhancement of the Santiago Creek Watershed and Recreational Facility Enhancement project (the "Project"); and Section 3. The City Council certifies that the City understands the assurances and certification in the application; and Section 4. The City Council certifies that the City has or will have available prior to commencement of any work on the Project included in this application, sufficient funds to operate and maintain the Project consistent with the land tenure requirements; and Resolution No. 2005--093 Page 1 of 3 558-2 Section 5. The City Council certifies that the City will comply with the provisions of Section 1771.8 of the State Labor Code regarding payment of prevailing wages on Projects awarded Proposition 50 Funds; and Section 6. The City Council certifies that the Project will comply with any laws and regulations including, but not limited to, legal requirements for building codes, health and safety codes, disabled access laws, and, that prior to commencement of construction, all applicable permits will have been obtained; and Section 5. The City Council appoints the City Manager, or the Executive Director of the Parks, Recreation and Community Services Agency or his designee, as agent for the City of Santa Ana to conduct all negotiations, execute and submit all documents, including but not limited to applications, agreements, amendments and payment requests which may be necessary for the completion of the aforementioned project. ADOPTED this day of ,2005. Miguel A. Pulido Mayor APPROVED AS TO FORM: Joseph W. Fletcher, City Attorney By: Laura Sheedy Assistant City Attorney AYES: Councilmembers NOES: Council members ABST AI N Councilmembers NOT PRESENT Councilmembers Resolution No. 2005-093 Page 2 of 3 558-3 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, PATRICIA E. HEALY, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2005-093 to be the original resolution adopted by the City Council of the City of Santa Ana on Date: Resolution No. 2005-093 Page 3 of 3 Clerk of the Council, City of Santa Ana 558-4 CITY COUNCIL MEETING DATE: ~ ~ REQUEST FOR COUNCIL ACTION CLERK OF COUNCIL USE ONLY: OCTOBER 3, 2005 TITLE: APPROVED CALHOME PROGRAM APPLICATION o As Recommended o As Amended o Ordinance on 1st Reading o Ordinance on 2nd Reading o Implementing Resolution o Set Public Hearing For J f2tija ITY ANAGER CONTINUED TO FILE NUMBER RECOMMENDED ACTION 1. Adopt a resolution approving submission of an application to California Department of Housing and Community Development $500,000 under the CalHome Program. the for 2. Authorize the Executive Director of the Community Development Agency to execute the application and all documents relating thereto. COMMUNITY REDEVELOPMENT AND HOUSING COMMISSION RECOMMENDATION Recommended that the City Council: 1. Adopt a resolution approving submission of an application to California Department of Housing and Community Development $500,000 under the CalHome Program. the for 2. Authorize the Executive Director of the Community Development Agency to execute the application and all documents relating thereto. By a vote of 5:0 at its Regular Meeting of September 20, 2005. DISCUSSION The CalHome Program is a multi-faceted homeowners hip and rehabilitation program created by the State of California that utilizes monies made available by the passage of Proposition 46 in 2002. Its purpose is to make funds available to local public agencies or nonprofit corporations for a variety of programs that benefit low- and very low-income households. The City of Santa Ana was previously awarded $350,000 in 2001 and $500,000 in 2004 to implement rehabilitation and replacement manufactured housing loan programs. The first grant has been fully 55C-1 CalHome Program Application October 3, 2005 Page 2 utilized, and thirty-seven percent of the second grant has been committed to projects. The California Department of Housing and Community Development recently announced the availability of an additional $25 million through the CalHome Program. Under the proposed application, the City of Santa Ana is requesting $500,000 to provide additional funds for the CalHome Rehabili tation and Replacement Housing Program. If awarded, the grant will be used to fund rehabilitation loans to qualified owners of single- family homes and mobile homes located in the Ci ty of Santa Ana. Loan funds will be used to correct unsafe, unhealthy or unsanitary conditions in both single-family homes and mobile homes. The grant would also be used to fund the Replacement Manufactured Housing component of the City's existing program. FISCAL IMPACT By submitting this application, the City of Santa Ana will be eligible to receive up to $500,000 in grant funds from the California Department of Housing and Community Development. ~ tt 1J/dL patricia C. Whitaker Executive Director Community Development Agency PCW!TG/mlr H:\ACTIONS\2005 CC\CalHomeProgApp-l lO-3-05.doc 55C-2 08/26/05 lss RESOLUTION NO. 2005-094 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING THE SUBMITTAL OF AN APPLICATION TO THE CALIFORNIA STATE DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT FOR FUNDING UNDER THE CALHOME PROGRAM; THE EXECUTION OF A STANDARD AGREEMENT IF SELECTED FOR SUCH FUNDING AND ANY AMENDMENTS THERETO; AND ANY RELATED DOCUMENTS NECESSARY TO PARTICIPATE IN THE CALHOME 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, a political subdivision of the State of California, wishes to apply for and receive an allocation of funds through the CalHome Program; and B. The California Department of Housing and Community Development (hereinafter referred to as "HCD") has issued a Notice of Funding Availability ("NOFA") for the CalHome program established by Chapter 84, Statutes of 2000 (SB 166 Alarcon), and codified in Chapter 6 (commencing with Section 59650) of Part 2 of Division 31 of the Health and Safety Code (the "statutes"). Pursuant to the statute, HCD is authorized to approve funding allocations utilizing monies made available by the State Legislature to the CalHome program, subject to the terms and conditions of the statute and the CalHome Program Regulations adopted by HCD on August 15, 2003; and C. The City of Santa Ana wishes to submit an application to obtain from HCD an allocation of CalHome funds in the amount of $500,000.00. Section 2. The City of Santa Ana shall submit to HCD an application to participate in the CalHome Program in response to the NOFA which will request a funding allocation to provide rehabilitation and replacement housing loans to owner/occupants of both mobile homes and single family homes located in the City of Santa Ana. Section 3. If the application for funding is approved, the City of Santa Ana hereby agrees to use the CalHome funds for eligible activities in the manner presented in the application as approved by HCD and in accordance with program guidelines cited above. It also may execute any and all other instruments necessary or required by HCD for participation in the CalHome Program. Resolution No. 2005-094 Page 1 of 3 55C-3 Section 4. The City of Santa Ana authorizes the Executive Director of the Community Development Agency to execute in the name of the City of Santa Ana, the application required by HCD for participation in the CalHome Program, and any amendments thereto. Section 5. The Executive Director of the Community Development Agency is appointed as agent for the City of Santa Ana to conduct all negotiations, execute and submit all documents, including but not limited to agreements, amendments and all other documents required by HCD for participation in the CalHome Program, and any amendments thereto. Section 6. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this day of ,2005. Miguel A. Pulido Mayor APPROVED AS TO FORM: Joseph W. Fletcher, City Attorney By: Laura Sheedy Assistant City Attorney AYES: Councilmembers: NOES: Councilmembers: ABSTAIN: Councilmembers: NOT PRESENT: Councilmembers: Resolution No. 2005-094 Page 2 of 3 55C-4 08/26/05 lss CERTIFICATION OF ATTESTATION AND ORIGINALITY I, PATRICIA E. HEALY, Clerk of Council, do hereby attest to and certify the attached Resolution No. 2005-094 to be the original resolution adopted by the City Council of the City of Santa Ana on Date: Clerk of Council City of Santa Resolution No. 2005-094 Page 3 of 3 55C-5 55C-6 REQUEST FOR COUNCIL ACTION ~ ~ CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY: OCTOBER 3, 2005 TITLE: PUBLIC HEARING - AMENDMENT APPLICATION NO. 2005-07, TENTATIVE TRACT MAP 2005- 08 AND DEVELOPMENT AGREEMENT NO. 2005- 03 TO ALLOW A ZONE CHANGE FROM COMMERCIAL-MUSEUM DISTRICT TO SPECIFIC DEVELOPMENT NO. 79 AND SITE PLAN REVIEW NO. 2005-03 TO FACILITATE THE CONSTRUCTION OF A MIXED USE DEVELOPMENT AT 1900 NORTH MAIN STREET - STEADFAST COMPANIE~, ~PPLICANT i ~' :' ..//, /J CONTINUED TO ./ . ;:::/ / t,/ -, k / Y ci. ~"1 -' L /./.1 "'<'-'--------FILE NUMBER CITY MANAGER APPROVED o As Recommended o As Amended o Ordinance on 151 Reading o Ordinance on 2nd Reading o Implementing Resolution o Set Public Hearing For RECOMMENDED ACTION 1. Approve and adopt the Mitigated Negative Declaration and Mitigation Monitoring Program, Environmental Review No. 2005-18. 2. Adopt an ordinance approving Amendment Application No. 2005-07. 3. Adopt an ordinance approving Development Agreement No. 2005-03. 4. Adopt a resolution approving Tentative Tract Map No. 2005-08 as conditioned. 5. Adopt a resolution approving Site Plan Review No. 2005-03. PLANNING COMMISSION ACTION On September 12, 2005, the Planning Commission recommended that the City Council approve and adopt the Mitigated Negative Declaration and Mitigation Monitoring Program, Environmental Review No. 2005-18; adopt an ordinance approving Amendment Application No. 2005-07; adopt an ordinance approving Development Agreement No. 2005-03; adopt a resolution approving Tentative Tract Map No. 2005-08 as conditioned; and adopt a resolution approving Site Plan Review No. 2005-03 by a vote of 5:0 (Nalle absent) to change the zoning designation from Community Commercial-Museum District (C1-MD) to Specific Development No. 79 (SD-79) to allow a mixed use development at 1900 North Main Street. The Planning Commission made no changes to the recommended conditions of approval outlined in the attached staff report (Exhibit A) . 75A-1 Amendment Application No. 2005-07 Tentative Tract Map No. 2005-08 Development Agreement No. 2005-03 Site Plan Review No. 2005-03 October 3, 2005 Page 2 FISCAL IMPACT There is no fiscal impact associated with this action. Agency SK:rb sk/steadfastfolder/AA05-07TTM05-08DA05-03.cc 75A-2 REQUEST FOR Planning Commission Action \rrt! ~m_"-'<{ ~(\H\:dlion l~;< ~?~- PLANNING COMMISSION SECRETARY PLANNING COMMISSION MEETING DATE: SEPTEMBER 12, 2005 TITLE: PUBLIC HEARING - AMENDMENT APPLICATION NO. 2005-07, TENTATIVE TRACT MAP 2005-08 AND DEVELOPMENT AGREEMENT NO. 2005-03 TO ALLOW A ZONE CHANGE FROM COMMERCIAL- MUSEUM DISTRICT TO SPECIFIC DEVELOPMENT NO. 79 AND SITE PLAN REVIEW NO. 2005-03 TO FACILITATE THE CONSTRUCTION OF A MIXED USE DEVELOPMENT Prepared by Sergio Klotz APPROVED o As Recommended o As Amended o Set Public Hearing For DENIED o Applicant's Request o Staff Recommendation CONTINUED TO ~utive Director RECOMMENDED ACTION K~ .H ~~ ../re--L- Plannin Manager Recommend that the City Council: 1. Approve and adopt the Mitigated Negative. Declaration and Mitigation Monitoring Program, Environmental Review No. 2005-18. 2. Adopt an ordinance approving Amendment Application No. 2005-07. 3. Adopt an ordinance approving Development Agreement No. 2005-03. 4. Adopt a resolution approving Tentative Tract Map No. 2005-08 as conditioned. 5. Adopt a resolution approving Site Plan Review No. 2005-03. DISCUSSION Request of Applicant The Steadfast Companies is requesting an amendment application in order to allow a mixed use development at 1900 North Main Street. Specifically, the applicant is requesting a zone change from Community Commercial-Museum District (C1-MD) to Specific Development No. 79 (SD-79), a subdivision map to create for sale residential condominiums, and a site plan review pursuant to the requirements of the SD for a 45 unit mixed use residential project. Additionally, a development agreement will be required defining the terms and nature of development. The proposed proj ect consists of both a commercial and residential component. The commercial component will provide approximately 4,000 square feet. The residential segment will provide 45 residential units. 7S'~!! Amendment Application No. 2005-07 Tentative Tract Map No. 2005-08 Development Agreement No. 2005-03 Site Plan Review No. 2005-03 September 12, 2005 Page 2 Property Description The project site is approximately 1.1 acres in size and rectangular in shape located along Main, Twentieth and Nineteenth Streets. The site is improved with a surface parking lot currently utilized by the Bowers Museum. The current zoning designation is (C1-MD) with a General Plan land use Surrounding land uses include the facilities to the south, residential west, Bowers Museum to the north and (Exhibits 1 and 2) . Community Commercial-Museum District designation of District Center (DC). Kidseum and Saint Josephs Ballet and office and service uses to the various commercial uses to the east Project Description The Steadfast Companies proposes to construct Cordoba, a mixed use project designed to complement the Main Street corridor as well as to provide a sensitive transition to the existing adjacent residential uses. Cordoba consists of 45 units of housing configured around four unique courtyards. Each court will vary in character according to its orientation, size, relationship to building massing, landscape and finishes. The ground floor level fronting Main Street is designed to reflect the primarily commercial nature of Main Street, with the units having a more "storefront" appearance through the use of 12-foot high ceilings and large plate glass windows. These units will consist of dedicated retail and flex space to activate the street edge. The dedicated retail with outdoor patio could be used by a neighborhood serving business such as a coffee house. The massing along Main Street is three to four stories in height in order to define a strong urban edge. The scale transitions to two-story house- like forms adjacent to the existing single-family homes just west of the site. These house-scaled structures also set back from Nineteenth and Twentieth Streets to respect the deeper landscape setbacks of the adjacent neighborhood. The northeast corner of the building is set back from the streets in order to reflect the deep setbacks in front of the Bowers Museum. 75A-4 Amendment Application No. 2005-07 Tentative Tract Map No. 2005-08 Development Agreement No. 2005-03 Site Plan Review No. 2005-03 September 12, 2005 Page 3 The housing units are a mixture of loft, townhouse and stacked flats organized in both taller buildings and traditional courtyard housing. Courtyard amenities include a community fireplace, fountains within each court, potted plants, built-in benches, and two tree wells to allow for the eventual growth of large mature trees. A community room will also be located on the second floor above the Main Street paseo. Parking will be accommodated utilizing subterranean parking with access from Twentieth Street in order to utilize the existing traffic signal at Main Street. A total of 102 parking spaces will be located in the garage allowing for two parking spaces per unit and the remainder dedicated to the commercial tenants and guests. Additionally, due to the elimination of existing driveways, on-street parking will be accommodated directly adj acent to the proj ect . pedestrian access to the housing is provided from each street through three paseos. Direct access individual stoops to the ground floor residential units fronting Nineteenth and Twentieth Streets are proposed (Exhibit 3). As part of a separate transaction, the proposed development site will be exchanged with the existing office site to the north of the Bowers Museum. The terms of the land exchange will facilitate the demolition of the existing office structures to the north, construction of a new surface parking lot and the installation of a traffic signal. The conclusion of this work will allow the transference of 1900 North Main Street to Steadfast Companies for development. The Specific Development Plan is necessary to maintain the integrity of the existing site and provide consistent uses and appropriate development standards throughout the 1.1-acre site. The establishment of a Specific Development Plan will allow for flexibility in the site planning and design, while ensuring development of a high quality mixed use proj ect (Exhibi t 4) . The project will change the zoning designation of the existing site from Community Commercial-Museum District (C1-MD) to Specific Development No. 79 (Exhibit 5). The intent of the Specific Development Plan is to accommodate a mixed use development within the museum corridor. 75A-5 Amendment Application No. 2005-07 Tentative Tract Map No. 2005-08 Development Agreement No. 2005-03 Site Plan Review No. 2005-03 September 12, 2005 Page 4 Analysis of the Issues Amendment Application The City's Specific Development District was authorized and established for the purpose of protecting and enhancing the value, appearance and orderly development of property. In order to facilitate the mixed use proposal and allow flexibility in the development standards, the proposed zone change to Specific Development No. 79 would be most appropriate. The Specific Development would allow the mixed uses to be accommodated in a comprehensive setting. The proposal supports the General Plan policies of encouraging commercial and residential development along arterial streets, supporting developments that are harmonious with existing development in the area, provides the community economic and service benefits, and provides quality housing. The development proposal will further establish the area by supporting regional attractions such as the Bowers Museum, Kidseum and Saint Josephs Ballet. The positive image reflected by a high quality development will strengthen the areas commercial uses, encourage further development and provide additional housing and services to the City. Development Agreement The development agreement is a contract between the developer and the City defining the terms and nature of development. The term of the agreement is eight years. It establishes development intensity, density, permitted uses and standards for the term of the agreement. In exchange for the City vesting the standards and changing allowable intensity, the development agreement requires certain public benefits (Exhibit 6). The main points of the agreement as proposed by staff are: 1. Term: The term of the development agreement is eight years. 2. Public Art: Public art amounting to .5 percent of construction valuation is required. This is expected to amount to a public art requirement of approximately $272,000. 3. Inclusionary Housing Fee: An inclusionary housing fee of $3,000 per unit will be required. 75A-6 Amendment Application No. 2005-07 Tentative Tract Map No. 2005-08 Development Agreement No. 2005-03 Site Plan Review No. 2005-03 September 12, 2005 Page 5 4. In-Lieu Park Fee: The developer is required to pay the City an in- lieu park fee of $36.75 per square foot of required parkland dedication. This is expected to amount to a fee of approximately $345,800. 5. Conditions, Covenants & Restrictions: The developer is required to prepare and record CC&Rs to cover the housing and commercial units similar to those CC&Rs required of the City place and Santiago Street projects. These requirements limit the number of residents in each unit, require owner occupancy, and address maintenance of the project. Tentative Tract Map The proposed vesting tract map for this project satisfies two objectives. First, it consolidates existing parcels into one suitable for development. The parcel created allows the development of a single mixed-use project. The second objective is to create condominium subdivisions for each housing type. The condominium subdivision is necessary to provide for- sale units. This encourages home ownership. The map is designed to be in compliance with the applicable development standards found in Chapter 34 and the Specific Development document. As a part of a community outreach for the project, the applicant hosted a meeting on April 6, 2005. Invitees included the immediate neighborhood as well as representatives of the Floral Park, French Park and Triangle neighborhoods and other interested individuals. Site Plan Review Santa Ana Municipal code requires a review by Planning Commission of all plans within a specific development area to ensure the proj ect is in conformity with the specific development standards. The review also ensures that the buildings, structures and grounds are in keeping with the neighborhood and will not be detrimental to the development of the specific development zone. The proposed project is in compliance with all applicable development standards including the General Plan, Municipal Code and Specific Development Plan No. 79 (SD-79) , as proposed. 75A-7 Amendment Application No. 2005-07 Tentative Tract Map No. 2005-08 Development Agreement No. 2005-03 Site Plan Review No. 2005-03 September 12, 2005 Page 6 Additionally, the proposal is in keeping with the surrounding area and will improve the desirability of investment in the City. Finally, the project has been determined to be in compliance with applicable parking, landscaping and architectural provisions governing the project. The development project will enhance and provide a positive improvement to the north Main Street districts through the development of a key site along Main Street and adj acent to significant cultural resources. The development of this site with high quality design, materials and finishes, the inclusion of commercial activity fronting along Main Street and an outdoor space at the intersection with Twentieth Street will help energize and strengthen this commercial corridor. The proj ect will reinforce an active, vibrant urban lifestyle envisioned within the District Center designation of the General Plan. Additionally, the proj ect will be of direct benefit to the community by providing additional housing sensitive to its neighbors and neighborhood serving uses in this area of the City. The project addresses many goals and policies of the General Plan by assisting in the growth of an economically viable corridor, provision of a variety of residential land uses and the construction of a high quality development project. Based upon the above analysis of the project, consistency with the City's General Plan and applicable zoning requirements, it is recommended that Amendment Application No. 2005-07, Development Agreement No. 2005-03 and Tentative Tract Map No. 2005-08 be approved as conditioned (Exhibits 7 and 8) . CEQA Compliance In accordance with the California Environmental Quality Act, a mitigated negative declaration Environmental Review No. 2005-18 has been prepared for this project. Mitigation measures have been identified within the document including but not limited to providing adequate sound-rated windows and doors to lessen the noise levels within the units. SK:JM sk/steadfastfolder/AA05-07TTM05-08DA05-03.091205.pc 75A-8 \ \ ,\.\ \ \. P 50-31 0 'i---/ Rl I ~ ";;:';;'00 ------ \ v-, -:: ")~\ '\>N R1 I I'~' .~ ~ T " 1 R1 ", ~: ',ft1' ~ R1 i :.._~ ~ .! ( Rl ll~Rl P ~65- :,,~' Rl Rl Rl Rl Rl .! ~~II Rl Rl i Rl Rl ~ Rl · c Rl ~gUNOARY .. I Jt::7 :;!ool 2"-:~~ HOII ?' 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COMMERCIALJMUSEUM DISTRICT GENERAL COMMERCIAL CENTRAL BUSINESS CENTRAL BUSINESS.ARTIST VILLAGE PLANNED SHOPPING CENTER ARTERIAL COMMERCIAL CR GC Ml M2 MO o P PCD PRD COMMERCIAL RESIDENTIAL GOVERNMENT CENTER LIGHT INDUSTRIAL HEAVY INDUSTRIAL MILITARY OPERATIONS OPEN SPACE PROFESSIONAL PLANNED COMMUNITY DEVELOPMENT PLANNED RESIDENTIAL DEVELOPMENT Rl R2 R3 SINGLE FAMILY RESIDENTIAL TWO FAMILY RESIDENCE MULTIPLE DENSITY MULTIPLE FAMILY RESIDENCE SUBURBAN APARTMENTS RESIDENTIAL ESTATE SPECIFIC DEVELOPMENT SPECIFIC PLAN R4 RE SO SP A AA 05-71TTM 05-8/DA 05-3 STEADFAST COMPANIES 1900 NORTH MAIN STREET A G{' - = 500 FEET l' = 1000 FEET P LAN N N G AND BUILD EXHIBIT 1 75A-9 N G AGE N C Y :::; -J :::> <( RESIDENTIAL LlJ I- G W C( V) W :::; :::> II: :::; I- 0 COMMERCIAL (,) :::; CJ) PARKING LOT V) -J <( C( G LlJ C( COMM RCIAL LlJ :::; >: COMMERCIAL :::; 0 0 (,) en TWENTIETH STREET -J <( RESIDENTIAL G C( LlJ <( :::; :::; <( COMM 0 (,) (,) COMM. 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Of GEOPPER'S ADOITION RECOROED IN BOOI< 21, PAGE 98 Of MISCEllANEOUS RECORDS Of LOS ANGELES COUNTY; TOGETHER WITH A POR~ON Of THE LAND ALLOTTED TO WlWAM FERGUSON IN THE OECREE Of PAR~~ON Of THE RANCHO SAN~AGO DE SANTA AN.... RECOROEO IN BOOK .B. Of JJDGEMENTS Of THE 17TH JJDlClAl DISTRICT COURT Of CAlIFORNI.... 1900 MAIN STREET, SANTA ANA, CA APN: 002-162-05,06,07, AND 30-34 JUNE 2005 SCALE: 1" 30' 9~ AOi, CA 92660 9104 PHONE ENCINIH ~~~..'i\o1lC ~A. CA 92870 714 993-4500 PHOrE T. I)()jAIIJE .,C.E. 215.l7 EXP. 9-JO-05 NOTE: TlIS SlJIlIlI\lSlON IS 9J8.ECT 10 NEW COI'E....rs. COII)IT1()<S, AHO RES11lICT1ONS, ..01 ARE 10 AOOlESS INCRESS-ECllESS, P...."G, OR""AGE, PRlVAT[ UT1UT1E~ ElOEJlG(NCY I(HIClE ACa:SS AND lAN)SCAPIro TO BE REC(R)[D PRIOR TO (II CCWCURREN1\.Y'MlH FlrtAl MAP 16848. OWNEl CCltAIlImY REDEVELCPMENT AGENCY or M aTY OF SANTA ANA. A P\.IIJC BOOT OORPORATE AHO POUTlC AS TO. PARC[lS k &..~.r~\""'"lsrw; ~d{ ;"'TA NlA A (j) 1lE~~St.~,,'V,~~"~Nl TITlE LICAl DESCIlI'TlON. SUBDIVDEl ~ARO~ LP ZONNG t-'IIO EXISlI<lC USES lIUSE\AI P...."C lo.T PROPOSED USE MIXED USE IO.EIa CR()Ss, 4M26 Sf' 1.12 ACRES '1~'~,' .1 ~ .~ II .1 ' f, t II I I ~ I I LIv I -----==rh:!) f+! I '~', _1 ---.-:-.~ -~ -~-~~I-~ -:c =:- -.'~ ~ ='~,,-,- -~ ~:-.- ~ ~f -: .~~:: _"3.'; .;,Y [ ~[~#- ,x4vr--1!3 ~ ~on4 633.27' ;! N -- ---Jv-~--- -~o- - . '" '" . ~"io_ __ - ~;f !!f:~!;X.tJ.tl~t -e>- oX ' ,,j N ~ ~_"-~~__ 'f~ I :/c~'~ ~ ~ !'.~ n&0J---~-:"~;-"" ~I' . 'f f: - 1 I. ,I ~ I 1 ~'fJ~ .; 11-1 : . . I .1 : RE - rUBDJVJ6JON Ji:-4d' 1 'I' i 1 ORANe~ ~,~,~. I Z I 1 113:,600" I I o . . Ne09'J8'W '0.00' t~f: ' - - - - - -~~~~~-~ ,,[l) . 1 r~ 'LOt' .f: 1 I":t'~,. (3 E 10 P P E R>lJ'1! ~ ~' 1 z, ; 1 1 P1la'OSEDlrf\ \ .' \~"~'1G~:~~5:t"':-- ~l_:-~t..- ~ ~~N89"11'01.[ - ~ _l~_' N . ~ --- --- - - f.;l I--t\t~= -- - - -. lot - - I I: I : ;1 ; 45j 4s'~ Ii 2 ~ Ci , ,- ! I , I ~ <{ N ..... o ~ ..... ..... DESIGN DEVELOPMENT 100% DATED:07/0a/05 ~ ~ ~~ = n ;;~ ~~ /0 "'~ LO o o N -. CO o -. 0'> o C) ~ ~ N I a. <{ ~ I- Z llJ !::: en a. <{ ~ -- -.r o ..... o 00 0'> LO -- .:J :<;lJ\~""S,'\EE: (;;J)(, l,"-~:~;, S STATEMENT Of MROVfMENT AN> PUBUC UTlITIES 1. REPlACOIENT tf' EXISTIC SID[WAUCS fW. "1M <* IIIAIN ST.. 5' ADJACENT TO R.o.. (It 111H AND 20TH ST. Z. NEW QJR8 RAII'S ON 111H AND 20TH ST. AT WAIN ST. 3. NEW F\U DEPlH RECONSlRUCltON or PA\OlENT ON "lH AND ZOTH S1R[[l FROM [DG[ tf' GUTlER to t.L tf' $1REET. 4. a..OSE EXISTIC DWY (iii 11TH NC:I 20TH 5T. CCWSlRUCT NEW DW'f' (JI 20TH ST. AT GMAGE EJI1RANC( " 1JNDER(jRQJNO ElOS1lNG IN:S N..ONG SQJTH SID[ tf' 20TH ST. TO '11[51 PROF'[RTY LK AND lIIJERGIlOUrI) CMJHAD LKS AlONG nt[ tEST PWCPERTY UNE.. 6. All U1llTES -.L II[ UNDERCROUIJ TO SIlL ,. I€W FII[ H'I'DIANT ON 19lH S1R([T lEST OF' PRtFERll LN CONSTlUCOON NOTES POC tf' OOYES'PC WAlER SEJMC[ 12> POC tf' 1RRIlOA1DI WATER SEJNC[ a> poc lJ' SEtl:R LATERAl TO SE1IER @)POCtf'fIl[SPRINKl.ERSER'IACt Specific Development Plan No. 79 City of Santa Ana 1~1"2~ TABLE OF CONTENTS PAGE SECTION 1. APPLICABILITY OF ORDINANCE ........................................1 SECTION 2. PURPOSE .. ........ ......... .... ..... ............................... .............1 SECTION 3. OBJECTIVES ......................................... ...................... ..1-2 SECTION 4. USES PERMITTED .................... ....................................... ..2 A. Permitted Uses .............................................................. .2-3 B. Conditionally Permitted Uses .. ................................... ............3 C. Uses Not Permitted ...... ......... ... ......... ......... ................... ......3 SECTION 5. MAXIMUM PERMITTED BUILDING INTENSITY .......................3 SECTION 6. DEVELOPMENT STANDARDS .. ............................... ...... ...4-6 A. Building Height ...................................................................4 B. Setbacks.... ........................................... ............. ............. ..4 C. Minimum Unit Size ...............................................................4 D. Parking....... .... ............. ......... ...................... ....... ..... ........4-5 E. Walls and Screening .. ...................................... ................ ....5 F. Landscape/Hardscape Standards ..........................................5 G. Architectural Design Features ...............................................6 SECTION 7. SIGNAGE .......................... ........... ... ......... ....... ..................6 SECTION 8. REFUSE COLLECTION AREA AND LOADING ........................7 SECTION 9. TELEPHONE, ELECTRICAL, WATER, GAS AND CABLE ..........7 ATTACHMENTS Attachment A - Overall Site Plan Attachment B - Landscape Plan ii 75A-24 Specific Development Plan No. 79 Section 1. Applicabilitv of Ordinance The specific development zoning district for a mixed use project as authorized by Chapter 41, Division 26, Sec. 41-593 et/seq. of the Santa Ana Municipal Code (SAMC), is specifically subject to the standards and regulations contained in this plan for the express purpose of establishing land use regulations and standards. All other applicable chapters, articles and sections of the SAMC and any other regulations adopted by City Council shall apply unless expressly stated or superseded by this ordinance. Section 2. Purpose The Specific Development Plan No. 79 (SD-79), consisting of standards and regulations, is hereby established for the express purpose of protecting the health, safety, and general welfare of the people of the City by promoting and enhancing the value of properties and encouraging orderly development. SD-79 sets the development and design criteria for a development consisting of approximately 1.1 acres. The purpose of this specific development plan is to permit flexibility in the site planning and design to respond to market conditions while assuring high quality development. SD-79 specifically establishes for the property the following: · Permitted uses. · Development standards, including building height limits, required setbacks, parking, landscaping provisions and enforcement policies. · Operational standards. · Maximum authorized development intensity. · Signage provisions. Section 3. Obiectives The objectives of SD-79 include provisions of the following: · A long term development that is of the highest architectural quality and design. · A landscaping plan that is complementary to a mixed use development and sensitive to the surrounding community. · A visually harmonious development as viewed both internally and externally. 1 75A-25 · A development that is consistent with the District Center designation of the General Plan and which implements the spirit and intent and policies of the General Plan. · A circulation system that is responsive to the needs of both vehicular and pedestrian travel. · Provision of a mixture of high quality housing and ground level commercial uses along North Main Street. · A mixed use project complimenting a landmark museum to the north and other surrounding cultural amenities. · A mixed use project blending with adjacent single family neighborhood. Section 4. Uses Permitted The categories of land uses to be included within the project area are galleries, eating establishments, offices and retail uses. If a use is for any reason omitted from those specified as permissible or if ambiguity arises concerning the approximate classification of a particular use within the meaning and intent of this Plan, the determination shall be at the discretion of the Planning Manager. Such decision may be appealed to the Planning Commission whose decision is final. A. Permitted Uses. The following uses are permitted in SD-79: 1. Residential condominiums. 2. Live/work units in compliance with the following standards: a. A Maximum of four live-work units with ground level store fronts along Main Street. b. Residential use is permitted only in combination with individual work space in a manner which provides an integrated working and living environment. c. A live/work unit shall be at least nine hundred (900) square feet in size. d. The residential component of a live/work unit shall meet the following standards: i. It shall have access to separate bathroom facilities, including a water closet, a wash basin, and a bathtub or shower. ii. It shall have separate kitchen facilities including a kitchen sink, cooking appliances and refrigerator. All such facilities shall have a clear working space of at least thirty (30) inches in front. iii. It shall comply with all Housing Code requirements as modified by section 8-2700 of this Code. iv. In-unit laundry facilities shall be required. e. Live/Work Units Permitted Uses: Live Work Units shall be permitted to have the following allowable primary uses: i. Commercially operated professional studios. ii. Fine art studios and/or galleries. 2 75A-26 iii. Fiber arts studios and/or galleries. IV. Printing, lithography, and calligraphy facilities. v. Photography studios. vi. Ceramic and pottery studios. vii. Glass blowing and sculpturing studios. viii. Home Office and Home-Based Business are permitted. ix. Any use listed above, shall be permitted to have a maximum of one non-resident employees. 3. Galleries with ground level store fronts along Main Street. 4. Eating establishments, cafes, Coffee Houses, Tea House and bakeries with ground level store fronts along Main Street that do not exceed a total maximum of 1,940 square feet of interior space and 865 square feet of outdoor space collectively. Full service cafes and restaurants shall be limited to those that provide sit down dining areas and exclusive table service for ordering and delivering meals and beverages. Eating establishments with drive-thru window service or that are exclusively take- out are prohibited. 5. Retail with ground level store fronts along Main Street. 6. General offices with ground level store fronts along Main Street including psychologists, insurance agents and real estate. B . Conditionally Permitted Uses. The following uses may be permitted in SD-79 subject to the issuance of a conditional use permit. 1. Indoor entertainment uses whether freestanding or part of another permitted or conditionally permitted use. Adult entertainment businesses shall not be permitted. 2. Establishments selling or serving alcoholic beverages. 3. Uses open between Midnight to 5:00 a.m. 4. Establishments selling or serving alcoholic beverages. c. All other uses not expressly permitted or conditionally permitted in this ordinance are prohibited. Section 5. Maximum Permitted Buildina Densitv/lntensitv The maximum authorized building density is 40 dwelling units per acre and no more than 1.28 floor are ratio (FAR) with a maximum of 66,200 square feet (Attachment A). 3 75A-27 Section 6. Development Standards A. Building Height. All on-site structures will be subject to a height limitation of 48 feet above ground level, which is defined as the vertical distance measured from the curb level to the highest point of the roof surface. The maximum height for structures within 50 feet of the western property line shall be 32 feet. B. Setbacks. 1. Front (Main Street) A minimum three feet (3') to the first building element or structure as measured from the property line. Entry steps to residential units may encroach into this setback area in order to provide a transition between public and private spaces. 2. Side (Twentieth Street) A minimum six feet three inches (6'3") to the first building element or structure as measured from the property line. Entry steps to residential units may encroach into this setback area in order to provide a transition between public and private spaces. 3. Side (Nineteenth Street) A minimum five feet one inch (5'1") to the first building element or structure as measured from the property line. Entry steps to residential units may encroach into this setback area in order to provide a transition between public and private spaces. 4. Rear (West Property Line) A minimum setback of five (5) feet as measured from the property line. C. Minimum Unit Size The minimum square footage for a residential unit is 982 square feet excluding flex or commercial space. D. Parking 1. All parking shall be subterranean. 2. Dwelling units shall be provided with two assigned parking spaces per unit, which assigned spaces shall be sold and conveyed as a part of each residential condominium unit. 3. Each live-work unit shall provide 1 employee/customer parking space. 4. In addition to the minimum requirements of subsections D.1., D.2. and D.3. of this section, each multiple-family dwelling project shall provide guest parking, identified as such, in an amount of spaces not less than ten (10) percent of the minimum required spaces under subsections D.2. and D.3. of this section. 4 75A-28 5. The dedicated commercial space shall provide one parking space per 1 ,000 square feet. E. Walls and Screening. 1. Any wall or fence shall be constructed in compliance with SAMC. 2. Any equipment, whether on the roof, side of building, or ground, shall be screened. The method of screening shall be architecturally integrated with the building in terms of materials, color, shape, and size. F . Landscape/Hardscape Standards. The final design satisfying the following requirements shall be subject to review and approval of the Planning Manager: 1. A minimum of four outdoor courtyards with no courtyard less than 1,200 square feet and the total area for all courtyards a minimum of 6,900 square feet. 2. A minimum of four outdoor water features shall be provided within the project. 3. Additionally, a minimum of one outdoor fireplace shall be provided. 4. Courtyard areas shall incorporate seating, benches, patio furniture and landscaping to provide visual interest and additional amenities within these areas. All seating, benches, street furniture surfaces, pedestrian-level walls and similar amenities shall be made of a durable material such as concrete or painted iron and be designed to minimize effects from vandalism, weather and incorporate graffiti resistant coatings. 5. All areas not used for buildings, parking or storage shall be landscaped using the guidelines consistent with the City's Landscape Standards. All landscaped areas shall be irrigated using an automatic irrigation system. The project shall provide landscaping consistent with the landscape plan. A six-inch raised concrete curb shall be required around all landscape planters unless approved by City Landscape Associate. 6. Pedestrian amenities shall be provided such as lighting, planters, drinking fountains, unit pavers, and bicycle racks. 7. All landscaping shall be constructed in compliance with Attachment B. All required setback areas shall be landscaped except for approved walkways, driveways and courtyards. Further, the landscape plan shall be fully implemented prior to the issuance of any certificate of occupancy. 5 75A-29 G. Architectural Design Features. The final design satisfying the following requirements shall be subject to review and approval of the Planning Manager: · Exterior Materials: Exterior materials and finishes to comply with site plan review approvals granted through the Planning Commission or City Council. Exterior enclosure(s) and similar ancillary structures are to match the texture, materials and color palette of the proposed building. · Design Features: Any new additions shall be in keeping with the original design in terms of scale, rooflines, materials, and color. · Lighting Standards/fixtures: A minimum of 1 foot candle of light shall be provided throughout the parking area. Specifications of light standards/fixtures and photometries plan shall be submitted to Planning Division and Police Department for approval. · There shall be no glare or spillover lighting into adjacent properties. · The ceiling of the parking structure shall be painted white and be maintained to improve illumination and enhance safety within the parking structure. The Executive Director of the Planning and Building Agency may approve minor modifications to the standards specified in this SD-79, provided that such changes are consistent with the purposes, scope and intention with this document. The Executive Director has the sole and absolute discretion to determine what constitutes a "minor mod ification." Section 7. Sianaae. A. All signage shall comply with the Santa Ana Municipal Code unless explicitly identified below. B. A comprehensive sign program for the entire site, including but not limited to freestanding, wall, directional and permanent temporary signs and graphics shall be submitted and approved by the Planning Division prior to the issuance of any sign permit. c. For signage purposes the Main Street elevation shall be considered the primary elevation and Nineteenth and Twentieth Streets the secondary. 6 75A-30 Section 8. Refuse Collection Area. Areas to handle the refuse for the development site shall be integrated into the subterranean garage. At minimum, the project shall provide two refuse collection areas measuring a minimum of 11' x 7'. Such collection areas shall be enclosed and viewable with a durable material such as concrete block with metal doors. In addition, each collection area shall provide a 'chute' to allow refuse from the upper floors to collect within these areas. Section 9. Telephone. Electrical. Water. Gas and Cable. A. All "on-site" utilities shall be placed underground. B. Transformers of terminal equipment shall be visually screened from view from streets and adjacent properties. c. There shall be no exposed downspouts, scupper drains, electrical or mechanical limes on the building. All mechanical equipment shall be screened from view in an architecturally integrated manner. 7 75A-31 "'IIJ 01 tZ"ttv9l9 ~UCX(. OOt'Z"I>I>Q 919 Uli,l!h ~ Ilill:!!!!!!@ I 1''1'1 Vl J'lll't'!' Oz '" lit 0- f >'1 I'" o~ Jllll 'I': . e>::..., 1...1.. . LI l ! Q.. c.. _lSfU8q.Jn pUll E1::>alll.{::>.lV S3010ZA lad SON\>' d3.LS 'lI :nnow H~3H\>'ZI13 901IS.....:;J.Uap.-..,....^"'I"otII......OJlI.:;J."'.i081 "'-......-. -- ;" .1-.1+ .1"",11 r._' "'-,. If I I. II. Ii ~ ] D _.IIIUl_"~ ---.... 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'!-1kJ!-1kJI-1!-1kJl-1ki!; i~ i S3010U lOd SONIt.J31S ,. 3lnor< H1381tZll3 90\ ,I) 'i:) c...aPOtlld 'pJ:;>.o.;>lnOll QIYJcl!l":) 1$ll3 010 ~ ~ ~ f l> ~ ~! h .; <. i::g U L i> i~ ~g d 20TH STREET . i> z ~; ~. ~~ .<>0,. lNTtE SPA H ST r - 24' B - - -- --~ -~~- ---- -- ---- - ---- --- -- : I"1TH STREET ~ 'i> r; g 75A-S4 =tl T""" o T""" .....J ~ ~ ilIl ~ ?"Io !lo ~i Ii ~ -~Ii~ ~I!i ~ ~ I S " ~ ~ " b ,'. " :0 s @~ Z I- lU ill Ii' l- ll) ~ <{ L ~ ~~L R1 I RK LN. i R1 [tJ ~{~ R1 R1 AD ] ." ( "tJ ~ R1 R1 R1 ( " R1 R1 u R1 R1 R1 z R1 R1 R1 R1 R1 ~ R1 >' R1 R1 R1 ~ i R1 ~ 0 ~ R1 " R1 Al -B C-SM Cl Cl-MD C2 C3 C3-A C4 C5 GENERAL AGRICULTURAL PARKING MODIFICATION COMMERCIAL SOUTH MAIN COMMUNITY COMMERCIAL COMM. COMMERCIAUMUSEUM DISTRICT GENERAL COMMERCIAL CENTRAL BUSINESS CENTRAL BUSINESS-ARTIST VILLAGE PLANNED SHOPPING CENTER ARTERIAL COMMERCIAL CR GC M1 M2 MO o P PCD PRO COMMERCIAL RESIDENTIAL GOVERNMENT CENTER LIGHT INDUSTRIAL HEAVY INDUSTRIAL MILITARY OPERATIONS OPEN SPACE PROFESSIONAL PLANNED COMMUNITY DEVELOPMENT PLANNED RESIDENTIAL DEVELOPMENT R1 R2 R3 SINGLE FAMILY RESIDENTIAL TWO FAMILY RESIDENCE MULTIPLE DENSITY MULTIPLE FAMILY RESIDENCE SUBURBAN APARTMENTS RESIDENTIAL ESTATE SPECIFIC DEVELOPMENT SPECIFIC PLAN R4 RE SO SP m ~ AA 05-7ITTM 05-8/DA 05-3 STEADFAST COMPANIES 1900 NORTH MAIN STREET _ ZONE CHANGE: FROM C1-MO TO SO 79 A rfl(' - = 500 FEET l' = 1000 FEET P LAN N N G AND B U EXHIBIT 5 75A-35 L D N G AGE N C Y DEVELOPMENT AGREEMENT BETWEEN THE CITY OF SANTA ANA AND STEADFAST COURTYARDS, L.P. This DEVELOPMENT AGREEMENT ("Agreement") is entered into between THE CITY OF SANTA ANA, a charter city and municipal corporation duly authorized under the Constitution and laws of the State of California ("City") and STEADFAST COURTYARDS, L.P., a California Limited Partnership ("Owner" or "Property Owner"). 1. RECIT ALS. This Agreement is entered into with reference to the following facts: 1.1 Purpose. The Purpose of this Agreement is to facilitate the development of the mixed-use project contemplated by the City's Specific Development Zoning Designation SD-79 (SD-79), Tentative Tract Map No. 2005-08 and Mitigated Negative Declaration ER No. 2005-18. 1.2 Code Authorization. The City is authorized pursuant to Government Code Sections 65864 through 65869.5 to enter into Development Agreements with persons having legal or equitable interests in real property for the purpose of establishing certainty for both the City and Owner in the development process. The City enters into the Agreement pursuant to the provisions of the Government Code and applicable City policies. The parties acknowledge: (1) the time of development. This Agreement is intended to assure adequate public facilities at (2) This Agreement is intended to assure development in accordance with the City's General Plan, applicable Specific Plans and Specific Development District No. 79, as created concurrently herewith by Ordinance No. NS-_. (3) This Agreement will permit achievement of goals and objectives as reflected in the City's General Plan, all applicable Specific Plans and Specific Development District No. 79. (4) Owner is required by existing City regulations to provide mitigation for certain impacts and pay certain regulatory fees as conditions of approvals through the regulatory process,;" as further provided in this Agreement. (5) This Agreement will allow the City to realize extraordinary and significant public infrastructure facilities and other supplemental benefits in addition to those available through the existing regulatory process. (6) Many of the extraordinary and significant benefits identified as consideration to the City for entering into this Agreement are of regional significance, relate to existing deficiencies in public facilities, require Owner to contribute a greater percentage of 76A. benefits than would otherwise be required, and represent benefits which would not otherwise be required as part of the development process. 1.2 Owner. Owner represents and warrants that it has an equitable ownership interest in the real property located in the City of Santa Ana, California, legally described on Exhibit A attached hereto and incorporated herein, and graphically described on Exhibit B attached hereto and incorporated herein (hereinafter the "Property"), in that it has contracted to purchase the Property from the City. The Property is approximately 1.1 acres in size and is currently improved as a parking lot. 1.3 Approval of Owner. Owner further hereby represents that it has approved this Agreement and is authorized to enter into this Agreement. 1.4 Planning Commission - Council Hearings. On September 12,2005, the Planning Commission of the City ("Planning Commission"), after giving notice pursuant to Government Code Sections 65090 and 65091, held a public hearing to consider the Owner's application for this Agreement. This public hearing was duly held, all public testimony was attended to, and the Planning Commission recommended to the City Council of the City that it execute this Agreement. On , 2005, the City Council of the City of Santa Ana ("Council"), after providing notice as required by law, held a public hearing to consider the Owner's application for this Agreement. 1.5 Council Findings. The Council finds that this Agreement is consistent with the General Plan, applicable Specific Planes) as well as all other applicable ordinances, plans, policies and regulations of the City. 1.6 City Ordinance. On , 2005, the Council adopted Ordinance No. NS-_ approving this Agreement. The ordinance becomes effective thirty (30) days thereafter. 2. DEFINITIONS. In the Agreement, initially capitalized terms used but not defined shall have the following meanings unless the context otherwise requires: 2.0.5 "Executive Director" means the Executive Director of the City's Planning and Building Agency or designee. 2.1 "Final Design" means the final design documents for a work of public art, which is set forth in greater detail in paragraph 5.8 of this Agreement. 2.2 "Map" means Tentative Tract Map No.2005-08, approved concurrently with this Agreement. 2.2 "Property Owner" or "Owner" means Steadfast Courtyards, L.P., being the person, persons, or entity having a legal or equitable interest in the Property, and includes Steadfast Courtyards, L.P. successors in interest. 2 75A-37 2.3 "Property" is the real property described in Exhibit A and referred to in Exhibit B. 2.4 "Project" is the development of the Property as set forth in SD-79, Tentative Tract Map No. 2005-08, Mitigated Negative Declaration No. ER 2005-18, and Site Plan Review No. 2005-12. 2.5 Public Art Locational Plan means the conceptual Plan attached hereto as Exhibit C. The parties recognize that the Locational Plan sets forth the general description of the location of the Public Art required by this Agreement, and is subject to refinement at the time of installation, by Agreement of the Owner and the Executive Director. 3. EXHIBITS. The following documents referred to in the Agreement are attached to this Agreement and are identified as follows: Exhi bi t Referred to Designation Description in Section A Property Legal Description 2.3 B Property Graphical Description (Site Plan) 2.3 C Public Art Locational Plan 2.5 D Offsite Mitigation Measures 5.1.3 4. GENERAL PROVISIONS. 4.1 Property Subject to Agreement. Until released pursuant to the provisions of Section 8.6 of this Agreement, no property shall be released from this Agreement until Property Owner has fully performed its obligations arising out of the Agreement. 4.2 Effective Date; Duration of Agreement. The "Effective Date" of this Development Agreement shall be the date that the City Council ordinance adopting this Development Agreement becomes effective, which date is thirty (30) days after the City Council meeting at which such ordinance is adopted, unless this Agreement or Ordinance No. NS-_ is the subject of a referendum which has received a prima facie sufficient number of signatures or unless its effective date is stayed by order of a court with jurisdiction. The term of this Agreement shall for eight (8) years; provided, however that the Owner may request one two-year extension from the Executive Director, which request shall not be unreasonably denied; provided, however, that nothing herein is intended nor shall it be interpreted to extend the period of validity of any approval issued in conjunction with the City's Development Project Plan process or building permit, beyond local requirement. 3 75A-38 (b) Pursuant to Section 66452.6(a) of the California Subdivision Map Act, the term of the Map, including any lot line adjustment or merger of lots (or any other tentative map filed subsequent to the Effective Date of this Agreement), shall not expire during the term of this Development Agreement remains in effect. (c) Notwithstanding subsections (a) or (b) hereof, if, at the end of the original or any modified term, the Property is in the process of being developed, the term of this Development Agreement shall be further extended until such construction in process is completed, not to exceed an additional three years after expiration of the original or modified term. (d) The expiration of this Development Agreement shall not terminate any land use approvals approved concurrently with or subsequent to the approval of this Development Agreement, but shall merely end the period as to which such approvals are vested against subsequent changes in applicable law. (e) Upon the expiration or termination of this Development Agreement for any reason, the City and Owner and its successors and assigns agree to cooperate and execute any document reasonably requested by the other party to remove this Development Agreement from the public records as to the property or any applicable portion thereof. 4.3 Assignment. Owner shall have the right to transfer or assign the Property, in whole or in part, to any person, entity (public or private), partnership, joint venture, firm or corporation at any time during the term of this Agreement; provided, however, that except as provided in section 4.4 of this Agreement the rights of Owner under this Agreement may not be transferred or assigned unless the written consent of the City Council of the City is first obtained and any transfer or assignment of the rights under this Agreement shall include in writing the assumption of the duties, obligations, and liabilities arising from this Agreement if the City grants written consent to transfer the rights. Nor shall the rights of the Owner hereunder be subject to assignment by attachment, execution, or proceedings under any provision of the Bankruptcy Act, and any such assignment or transfer shall be wholly void and of no force and effect unless such written consent thereto be obtained from the Council. Such transfer or assignment shall not relieve Owner of any duty, obligation or liability to City without the consent of the City. During the term of this Agreement, any approved assignee or transferee of the rights under this Agreement shall observe and perform all of the duties and obligations of Owner contained in this Agreement as such duties and obligations pertain to the portion of the Property transferred or assigned. Any and all approved successors and assignees of Owner shall have all of the same rights, benefits, duties, obligations, and liabilities of Owner under this Agreement. If the Property is subdivided, any subdivided parcel may be sold, mortgaged, hypothecated, assigned, or transferred to persons for ownership, investment, use or development by them in accordance with the provisions of this Agreement. 4.4 Assignment to Controlled Assignee. Notwithstanding the above, consent shall not be required in connection with a Permitted Transfer (as herein defined) of Property of Owner provided City Council is notified of such Permitted Transfer and furnished with copies of the fully executed instruments effectuating same within fifteen (15) business days after the 4 75A-39 effective date thereof. For purposes hereof, the capitalized terms used herein shall be defined as follows: (i) "Permitted Transfer" shall mean Transfer (defined below) of the Property or direct or indirect interests in Owner if, following the transfer (a) the Property remains under the Legal Control (defined below) of Robert F. Emery, or, upon the death of Robert F. Emery, his heirs or devisees, or (b) foreclosure pursuant to the provisions of section 8.5 of this Agreement. (ii) "Legal Control" shall mean the power or authority, directly or indirectly through one or more intermediaries, through the ownership of voting securities, by contract or otherwise, to direct the management, activities or policies of such person or entity. (iii) "Transfer" shall mean any change in the direct or indirect members, partners, shareholders or principals in the ownership of an entity or other ownership components of such entity. 4.5 Amendment or Cancellation of Agreement. This Agreement may be amended from time to time or cancelled by the mutual consent of the parties, but only in the same manner as its adoption by an ordinance as set forth in Government Code Section 65868; provided, however, that as specified in section 5.5.1 of this Agreement the Executive Director may approve one or more minor changes in the Project only to the extent that such changes are not required by State law or the City Municipal Code to be decided by the Zoning Administrator, Planning Commission (or other City Commission) or City Council. The term "Agreement" or "Development Agreement" as used herein shall include any amendment properly approved and executed. 4.6 Enforcement. Notwithstanding Government Code Section 65865.4, this Agreement is enforceable by any party to the Agreement in any manner provided by law. The remedies provided in Section 8.4 of this Agreement shall not include, and City shall not be liable for, any action in damages or any costs or attorney's fees resulting from any dispute, controversy, action or inaction, or any legal proceeding arising out of this Agreement. 4.7 Hold Harmless. Property Owner agrees to and shall hold the City, its officers, agents, employees, consultants, special counsel, and representatives harmless from liability: (1) for damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct or indirect operations of the Property Owner or its contractors, subcontractors, agents, employees, or other persons acting on its behalf which relates to the Project; and (2) from any claim that damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement, other than a breach by the City of its obligations hereunder. Property Owner agrees to pay all costs for the defense of the City and its officers, agents, employees, consultants, special counsel, and representatives regarding any action for damages, just compensation, restitution, judicial or equitable relief caused or alleged to have been caused by reason of Property Owner's actions in connection with the Project, any third party claims arising out of this Agreement, or any approval or certification by the City relating to the Project. This 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 theD 5 75A-40 events referred to in this paragraph or due by reason of the terms of, or effects, arising from this Agreement or any approval or certification by the City relating to the Project, regardless of whether or not the City prepared, supplied or approved this Agreement, plans or specifications, or both, for the Project. The Property Owner 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 any approval or certification by the City relating to the Project, or asserting that damages, just compensation, restitution, judicial or equitable relief is due to personal or property rights by reason of the terms of, or effects arising from this Agreement, The Property Owner further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, excluding fees and costs for special counsel to be selected by the City or other outside counselor consultants, if any, regarding any action by a third party challenging the validity of this Agreement or any approval or certification by the City relating to the Project, or asserting that damages, just compensation, restitution, judicial or equitable relief is due to personal or property rights 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. 4.8 Binding Effect of Agreement. To the extent not otherwise provided in Section 4.3 of this Agreement, the burdens of the Agreement bind, and the benefits of the Agreement inure, to the parties' successors in interest. 4.9 Relationship of the Parties. The contractual relationship between the City and Owner arising out of the Agreement is one of independent contractor and not agency. This Agreement does not create any third party beneficiary rights. 4.10 Notices. 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 telefacsimile in the manner provided in this Section, to the following persons: If to the City, to: City Manager City of Santa Ana 20 Civic Center Plaza M-31 P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-6954 and, City Attorney City of Santa Ana 20 Civic Center Plaza M-29 P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-6515 6 75A-41 If to Owner, to: Steadfast Courtyards, L.P. c/o Steadfast Companies 20411 S.W. Birch Street Suite 200 Newport Beach, California 92660 Attn: Brian Lucas telefacsimile (949) 852-0143 A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. If sent by mail, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County, or city holidays shall be excluded. 5. DEVELOPMENT OF THE PROPERTY. 5.1 Existing Rules, Regulations and Policies. The rules, regulations and official policies governing the permitted use(s) of the Property, with respect to and only with respect to the permitted use(s), density, height, size of structures and intensity of use of the Property, and provisions for reservation or dedication of land for public purposes and any other exactions or mitigation measures applicable to the Project shall be those rules, regulations, and policies applicable to the Property as of the Effective Date, including those set forth in District Plan No. 79, as amended concurrently herewith. 5.1.1 Phasing of the Project. The City agrees and acknowledges that the Project is to be constructed in one single phase. 5.1.2. Non-application of Changes in Applicable Rules. Any change in, or addition to, the General Plan, zoning ordinance, subdivision ordinance, or building regulation adopted or becoming effective after the Effective Date, including, without limitation, any such change by means of ordinance, initiative, referendum, resolution, motion, policy, order or moratorium, initiated or instituted for any reason whatsoever, however denominated, and adopted by the City Council, Planning Commission or any City Agency, or by the electorate, as the case may be, which would, absent this Agreement, otherwise be applicable to the Project and which would conflict with the approvals granted to the Project as referenced in section 2.4, shall not be applied to the Project, except as provided in sections 5.2 through 5.7 of this Agreement. 7 75A-42 5.1.3 Offsite Mitigation Measures. The parties acknowledge and agree that the offsite mitigation measures which must be funded or constructed by Owner are as set forth in Exhibit D to this Agreement. 5.1.4 Limit on Fast Food and Take Out Restaurants. At no time during the term of this Agreement shall the Project include retail space which is devoted to "fast food" and "take out" restaurants. For purposes of this Agreement, a restaurant shall not be deemed to be a "take out" restaurant if it provides sit-down dining areas and primary table service for ordering and delivering meals and beverages, and take out service ancillary to such services. 5.15 Point of Sale for Construction Materials. To the extent permitted by law, Owner agrees that the "point of sale" for sales tax purposes for all purchases of building or construction materials for the Project, including all related goods and services, shall be the City of Santa Ana. 5.2 Exclusion from Existing Rules, Regulations and Policies. Pursuant to Government Code Section 65866, and Pardee Construction Co. v. City of Camarillo (1984) 37 Ca1.3d 465,208 Cal.Rptr. 228,690 P.2d 701, the City retains the right to enact police power regulations on matters not covered by this Agreement, including without limitation the following ("Reserved Powers"): a. Municipal laws and regulations which, Owner hereby agrees and acknowledges, do not and shall not be interpreted to interfere with Owner's vested rights to develop and use the Property in accordance with this Agreement. Owner and its successors and assigns and all persons and entities in occupation of any portion of the Property shall comply with such non-conflicting laws and regulations as may from time to time be enacted or amended hereafter. Specifically, but without limitation on the foregoing, such non-conflicting laws and regulations include the following: (1) Existing taxes, assessments, fees and charges, except as otherwise specifically provided in this Development Agreement; (2) Building, electrical, mechanical, fire and similar codes based upon uniform codes incorporated by reference into the Santa Ana Municipal Code; (3) Laws, including zoning code provisions, which regulate the manner in which business activities may be conducted or which prohibit any particular type of business activity on a city-wide basis; and (4) Procedural rules of general City-wide application. b. No vested rights as to any requirements in this section 5.2 either as to existing or future regulations, ordinances, policies, and plans are hereby conferred. 5.3 Design and Construction Standards and Specifications. The design and construction standards and specifications for all Project construction, shall be subject to 8 75A-43 applicable design standards and guidelines, including without limitation SD-79 and Chapter 41 of the Santa Ana Municipal Code, in effect at the time that any development approval shall be sought for the Project or any unit or structure contained within the Project. 5.4 Retention of Use of Property As Public Parking Lot. Owner agrees to retain the use of the Property as a public parking lot until it commences construction of the Project; provided, however, that Owner may close part of all of the public parking lot so long as it necessary to perform testing on the Property necessary for geotechnical or foundation purposes, or to investigate whether hazardous materials may exist on the Property. The limitation of this section 5.4 shall expire and be of no further force and effect upon Owner's commencement of construction on the Property pursuant to a City issued demolition, foundation or building permit. 5.5 Future Discretionary Approvals. This Agreement shall not prevent the City, when considering requests for discretionary approvals not covered by this Agreement subsequent to the effective date of this Agreement from applying new rules, regulations, and policies which are applicable to the Property, including but not limited to, material changes in the general plans, specific plans, zoning, subdivision or building regulations, nor shall this Agreement prevent the City from denying or conditionally approving any subsequent applications for discretionary land use entitlements based on such existing or new rules, regulations, and/or policies; provided however, that such new rules, regulations, and official policies are of general application to all development within the City and are not imposed solely with respect to the subject property. In addition, this Agreement shall not prevent the City from exercising its police power to protect the health, safety, and welfare of the public. This police power, exercised in accordance with Section 5.2 of this Agreement, is paramount to any rights or obligations created or existing between the parties. 5.5.1 Minor Changes. Upon application of Owner, the Executive Director may approve minor modifications to the discretionary approvals vested pursuant to this Agreement, provided that such changes are consistent in scope and intention with such approvals. The Executive Director has the sole and absolute discretion to determine what constitutes a "minor modification." 5.6 Processing Fees. All fees and charges intended to cover the City's costs associated with processing development of the Property, including but not limited to fees and charges for applications, processing, inspections, plan review, plan processing, and/or environmental review, which are existing or may be revised or adopted during the term of this Agreement, shall apply to the development of the Property. 5.7 Amendments or Additions to Citywide Fee Programs. This Agreement shall not preclude the inclusion of and changes to fee programs, taxes whether special or general, or assessments (hereafter collectively referred to as "fees") adopted by the City after the effective date of this Agreement, which shall be applicable to the Project or the Property provided that they (1) are standard fees applicable to all development in the City (although actual fee rates may vary within the City where bona fide Citywide fee zones have been established), (2) are not applicable primarily or only to this Project, or (3) are not imposed to either (a) mitigate, offset or compensate for Project impacts which were analyzed in the mitigated negative declaration prepared for the Project, or (b) duplicate any exactions, project design features, conditions of 9 75A-44 approval, Agreements, or mitigation measures contained in the Development Plan or this Agreement. 5.8 Development, Construction and Completion of Work of Public Art. In consideration for the extraordinary and significant benefits to the City set forth in this Section, the Owner has been legally vested under paragraph 5.1 with regard to the permitted uses of land, density, and intensity of use, Owner shall include within the Project at one or more prime locations visible to the public from currently existing public right-of-way, one or more permanent works of public art (the "Public Art"). The Owner shall design and/or construct the facilities specified below prior to the corresponding triggering event specified in section 5.8.1 below. The Public Art shall conform in all respects to Exhibit C of this Agreement, the "Public Art Locational Plan." 5.8.1 Work of Public Art. Facilities to Be Constructed Triggering Event (E.f!., New Use or New Area) Prior to issuance of first Building Permit 1. Submit Final Design of Public Art. Final design must conform to Public Art Locational Plan. 2. Install Public Art. Prior to the City's issuance of Certificate of Use and Occupancy for any building. With respect to the Final Design, Owner shall complete all construction and development, shall submit all plans, drawings, and other documents, and perform all of its obligations under this Agreement within the times specified above. During periods of construction of the work of public art encompassed in the Public Art Locational Plan, Owner shall submit to the City a written report of the progress of the construction when and as reasonably requested by the City. The report shall be in such form and detail as may be reasonably required by the City, and shall include a reasonable number of construction photographs (if requested) taken from the last report by Owner. Development scheduling or date or times of performance may be subject to revision from time to time if first mutually agreed to in writing. Such revisions do not constitute amendments requiring further notice and public hearing. 5.8.2 Inclusionary Housing Fee. Owner shall pay to the City the sum of $3,000.00 per residential unit (or live-work unit) as a condition of issuance of each building permit. The Inclusionary Housing Fee shall be used by the City for planning (including but not limited to preparation of one or more elements of its general plan or for zoning amendments), conceptual design, final design, bid preparation, award of bid, property appraisal, property acquisition, relocation, lost goodwill, and/or construction of new or substantially rehabilitated existing affordable housing in the City. 10 75A-45 5.8.4. Park Development Fee. The Owner shall pay an "in lieu" fee in furtherance of the standard established by section 34-200 et seq. of the Santa Ana Municipal Code, in an amount equal to $345,800.00 (209.1 square feet of park space per residential unit x $36.75 per square foot x 45 residential units); provided, however that the fee may be increased yearly by the average rate of increase in land costs in the City of Santa Ana, as that increase is established by the annual change in the "Construction Cost Index-Los Angeles," published by Engineering News-Record, or substitute index chosen by the Executive Director should this index is discontinued. The fee shall be paid prior to issuance of the first building permit for that Project. The City shall use not more than twenty five percent (25%) of the Park Development Fee for the acquisition of the land for parks and the construction of capital improvements and deferred maintenance at existing parks at any location within the City and not less than seventy five percent (75%) of the In Lieu Park Development Fee shall be utilized by the City in the Quadrant of the City (as set forth in the City's Park A & D Fee Program) in which the Project is located, with priority given to Santiago Park. 5.8.5 Covenants, Conditions, and Restrictions. Covenants, Conditions, and Restrictions (CC&R's) must be provided and approved by the Executive Director for the project prior to the issuance of the first building permit. Such CC&R's must contain at a minimum, the following: (1) No more than four residents per residential or live-work unit; except that there shall be no more than five residents per two bedroom residential unit. (2) All residential and live-work units shall not be sold by the original buyer for one year from his or her close of escrow, unless the buyer is transferred out of the Southern California region. (3) Use Restriction for Live-Work Units. The live-work project must remain as a live-work community. The work component shall be limited to one of the allowable uses as specified in the Specific Development (SD-79) zoning district. (4) Repair of common areas, stairs, FF&E and walls will be specified in the CC&R's in the event of damage. (5) The CC&R's shall provide notice to prospective owners of the urban character of the City and this area, including but not limited to the permitted uses of the property and buildings in the immediate area of the development (e.g.., Bowers Museum of Cultural Art, day spa, Saint Joseph's Ballet, Kidseum, carwash, Main Place Regional Shopping Mall, and surrounding property zoned and/or devoted to commercial use), and shall provide a release of all claims against the City which may arise from or relate to the disclosed matters. (6) The CC&R's shall reflect that ground floor space in the live-work units shall be restricted to work/retail activities. 11 75A-46 (7) The CC&R's shall reflect that patios and balconies shall not be utilized for the storage of household items, except (A) furniture designed for outdoor use, (B) barbecues, and (C) plants including plant racks and stands. (8) Terms and Content: 1. CC&R's are to be in effect for an initial period of ninety- nine years and then automatically expanded for successive one hundred year periods unless terminated by the joint consent of the City and not less than seventy five percent of those entitled to vote. ii. Any proposed material modifications to the CC&R's which effect the City's interests shall require written approval by the Executi ve Director 5.9 Responsibility For Costs of Work Of Public Art. The City and Owner agree that Owner shall be responsible for all costs associated with the design, construction, maintenance and repair of the work of public art provided for in the Public Art Locational Plan. 5.10 City to Receive Contract Documents. Owner shall furnish the City, upon written request, copies of contracts and supporting documents relating to the work of public art. 5.11 Conditions of Discretionary Approvals. The requirements imposed as conditions of any discretionary approval received through the City's existing regulatory process shall be governed by the terms of those approvals, and in no event shall such conditions be affected by the termination, cancellation, rescission, revocation, or default or expiration of this Agreement. 5.12 Moratoria. In the event an ordinance, resolution or other measure is enacted, whether by action of the City, by initiative, or otherwise, which relates to the rate, amount, timing, sequencing, or phasing of the development or construction of the Project on all or any part of the Property or the implementation or construction of a mitigation measure, the City agrees that such ordinance, resolution or other measure shall not apply to the Project, the Property or this Agreement. 5.13 Compliance With Governmental Requirements. Owner shall carry out the design, construction, and operation of the Project in substantial conformity with all applicable laws, ordinances, statutes, codes, rules, regulations, orders, and decrees of the United States, the State of California, the County of Orange, the City, or any other political subdivision in which the Property is located, and of any other political subdivision, agency, or instrumentality exercising jurisdiction over the City, the Owner or the Property, including all applicable federal, state, and local occupation, safety and health laws, rules, regulations and standards, applicable state and labor standards, applicable prevailing wage requirements, the City zoning and 12 75A-47 development standards, City permits and approvals, building, plumbing, mechanical and electrical codes, as they apply to the Property and the Project, and all other provisions of the City and its Municipal Code (as they apply to the Property and the Project), and all applicable disabled and handicapped access requirements, including, without the limitation, the Americans With Disability Act, 42 U.S.c. ~ 12101 et seq., Government Code ~ 4450 et seq., and the Unruh Civil Rights Act, Civil Code ~ 51 et seq. ("Governmental Requirements"). 6. ANNUAL REVIEW. 6.1 City and Owner Responsibilities. The City shall, at least every twelve (12) months during the term of this Agreement, review the extent of good faith substantial compliance by Owner with the terms of this Agreement. Pursuant to Government Code Section 65865.1, as amended, Owner shall have the duty to demonstrate by substantial evidence its good faith compliance with the terms of the Agreement at the periodic review. 6.2 Review Letter. If Owner is found to be in compliance with the Agreement after the annual review set forth in Section 6.1 above, the City shall, upon written request by Owner, issue a Review Letter to Owner (the "Letter") stating that based upon information known or made known to the City Council, the City Planning Commission and/or the City Executive Director, the Agreement remains in effect and Owner is not in default. Owner may record the Letter in the Official Records of the County of Orange. 6.3 Failure of Periodic Review. City's failure to review at least annually Owner's compliance with the terms and conditions of this Agreement shall not constitute or be asserted by any party as a breach of the Agreement by Owner or City. 7. DEFAULT. 7.1 Owner Events of Default. Property Owner is in default under this Agreement upon the happening of one or more of the following events or conditions (each, an "Owner Event of Default"): (1) If a material warranty, representation, or statement made or furnished by Property Owner to the City is false or proves to have been false in any material respect when it was made; or (2) A finding and determination made by the City following a periodic review under the procedure provided for in Government Code Section 65865.1 and Section 6.1 of this Agreement that upon the basis of substantial evidence the Property Owner has not complied in good faith with one or more of the material terms or conditions of this Agreement; (3) Failure to comply with Governmental Requirements; (4) Any other event, condition, act, or omission which materially interferes with the intent and objectives of this Agreement. 7.2 Procedure upon Default. 13 75A-48 (1) Upon an Owner Event of Default, the City through the Executive Director shall submit to Owner, a written notice of default, in the manner provided in Section 4.10, identifying with specificity the nature of the alleged default and, when appropriate, the manner in which said default may be satisfactorily cured. Upon receipt of the notice of default, the Owner shall cure the identified default(s) at the earliest reasonable time after receipt of the notice of default and shall complete the cure in any event not later than one hundred and twenty (120) days after receipt of the notice of default, or such longer period as is reasonably necessary to remedy such default(s), provided that the Owner shall continuously and diligently pursue such remedy at all times until such default(s) is cured. If Owner has failed to remedy or diligently proceed to remedy such default(s) after proper notice and expiration of said one hundred and twenty (120) day cure period or such extended period as provided herein, the City may terminate or amend this Agreement in accordance with the procedure adopted by the City. Failure or delay in giving notice of default- shall not constitute a waiver of any default, nor shall it change the time of default. (2) If after the cure period has elapsed, the Executive Director finds and determines that Owner has not cured the default pursuant to this Section 7.2, Owner shall be entitled to appeal that finding and determination to the City Council by filing an appeal with the City Clerk, if at all, within fourteen (14) days after the mailing of such finding and determination to Owner, or its successors, transferee, and/or assignees, as the case may be. The City Council shall act upon the finding and determination of the Executive Director within ninety (90) days after the filing of such appeal. In the event of a finding and determination that all defaults are cured, there shall be no appeal by any person or entity. (3) The City does not waive any claim of defect in performance by Property Owner, if on periodic review the City does not propose to modify or terminate this Agreement. (4) Non-performance shall not be excused because of a failure of a third person. (5) An express repudiation, refusal, or renunciation of the contract, if the same is in writing and signed by the Owner, shall be sufficient to terminate this Agreement and a hearing on the matter shall not be required. (6) Adoption of a law or other governmental activity making performance by the Owner unprofitable or more difficult or more expensive does not excuse the performance of the obligation by the Property Owner. (7) All other remedies at law or in equity which are not inconsistent with the provisions of this Agreement are available to the parties to pursue in the event there is a breach. 7.3 Damages upon Termination. In no event shall Property Owner be entitled to any damages against the City upon termination of this Agreement for an Owner Event of Default. 14 75A-49 7.4 Institution of Legal Action. In addition to any other rights or remedies, either party may institute legal action to cure, correct, or remedy any default or breach, to specifically enforce any covenants or Agreements set forth in the Agreement, or to enjoin any threatened or attempted violation of the Agreement; or to obtain any remedies consistent with the purpose of the Agreement. Legal actions shall be instituted in the Superior Court of the County of Orange, State of California, or in the Federal District Court in the Central District of California, Southern Division. 8. ENCUMBRANCES AND RELEASES ON PROPERTY. 8.1 Discretion to Encumber. This Agreement shall not prevent or limit Owner, in any manner, at Owner's sole discretion, from encumbering the Property or any portion of the Property or any improvement on the Property by any mortgage, deed of trust, or other security device (or any number of them) securing financing with respect to the Property or its improvement (any such encumbrance, a "Mortgage"). 8.2 Entitlement to Written Notice of Default. The mortgagee of a mortgage or beneficiary of a deed of trust encumbering the Property or any part thereof and their successors and assigns ("Mortgagee") shall, upon written request to the City, be entitled to receive from the City written notification of any Owner Event of Default. 8.3 Performance of Covenants. The Mortgagee shall have the right, but no obligation, to perform any term, covenant or condition and to remedy any Owner Event of Default hereunder within the time periods specified herein, and the City shall accept such performance with the same force and effect as if furnished by the Owner; provided, however, that said Mortgagee shall not thereby or hereby be subrogated to the rights of the City. 8.4 Default by the Owner. In the event of an Owner Event of Default that has not been cured by the Owner or as to which there is no cure period hereunder, the City agrees not to terminate this Agreement (1) unless and until the City provides written notice of such default to any Mortgagee and such Mortgagee shall have failed to cure such Owner Event of Default within ninety business days after the later of delivery of such notice or expiration of any applicable Owner cure period, and (2) as long as: (a) In the case of an Owner Event of Default that cannot practicably be cured by the Mortgagee without taking possession of the Property (which defaults shall not include defaults "not susceptible of being cured" as defined below), (x) the Mortgagee has delivered to the City, prior to the date on which the City shall be entitled to give notice of termination, a written instrument wherein the Mortgagee unconditionally agrees that (subject to such delays as may be incident to obtaining a relief from stay in the case of a bankruptcy/dissolution event) it will commence and diligently pursue cure of such Owner Event of Default promptly following its obtaining possession and; (y) said Mortgagee shall proceed diligently to obtain possession of the Property (including possession by receiver) (subject to such delays as may be incident to obtaining a relief from stay in the case of a bankruptcy/dissolution event) and, upon obtaining such possession, shall proceed diligently to cure such Owner Event of Default; and 15 75A-50 (b) In the case of an Owner Event of Default that is not susceptible to being cured by the Mortgagee, the Mortgagee shall institute foreclosure proceedings and diligently prosecute the same to completion (subject to such delays as may be incident to obtaining a relief from stay in the case of a bankruptcy/dissolution event) (unless in the meantime it shall acquire the Owner's right, title and interest hereunder, either in its own name or through a nominee, by assignment in lieu of foreclosure) and upon such completion of acquisition or foreclosure such Owner Event of Default shall be deemed to have been cured. The Mortgagee shall not be required to obtain possession or to continue in possession as Mortgagee of the Property pursuant to Subsection 8.4(a) above, or to continue to prosecute foreclosure proceedings pursuant to Subsection 8.4(b) above, if and when such Owner Event of Default shall be cured. Nothing herein shall preclude the City from exercising any of its rights or remedies with respect to any other Owner Event of Default during any period of such forbearance, but in such event the Mortgagee shall have all of its rights provided for herein. If the Mortgagee, its nominee, or a purchaser in a foreclosure sale, shall acquire title to Owner's right, title and interest hereunder and shall cure all Owner Events of Defaults that are susceptible of being cured by the Mortgagee or by said purchaser, as the case may be, then prior Owner Events of Default that are not susceptible to being cured by the Mortgagee or by said purchaser shall no longer be deemed Owner Events of Default hereunder. Except as set forth herein, nothing contained herein shall require any Mortgagee to cure any Owner Event of Default. 8.5 Foreclosure. Foreclosure of any Mortgage, or any sale thereunder, whether by judicial proceedings or by virtue of any power contained in a Mortgage, or any conveyance of the Project from the Owner to a Mortgagee or its designee through, or in lieu of foreclosure or other appropriate proceedings in the nature thereof, shall not require the consent of the City or constitute a breach of any provision of or a default under this Agreement; and upon such foreclosure, sale or conveyance the City shall recognize the purchaser or other transferee in connection therewith as the Owner hereunder provided that such purchaser or transferee assumes, subject to the terms of Section 8.4 above, each and all of the obligations of the Owner hereunder pursuant to an assumption agreement satisfactory to the City. If any Mortgagee or its nominee or assignee shall acquire the Owner's right, title and interest hereunder as a result of a judicial or nonjudicial foreclosure under any Permitted Mortgage, or by means of a deed in lieu of foreclosure, or through settlement of or arising out of any pending or contemplated foreclosure action, such Mortgagee shall thereafter have the right to assign or transfer the Owner's right, title and interest hereunder to an assignee upon obtaining the City's consent with respect thereto, which consent shall not be unreasonably withheld or delayed. Upon such acquisition of the Owner's right, title and interest hereunder as described in the preceding sentence by either Mortgagee, or the assignee or nominee of Mortgagee, or the purchaser from Mortgagee, assignee or nominee, the City shall immediately execute and deliver a new agreement or amend this Agreement with such party, upon the written request therefor by such party given not later than one hundred twenty (120) days after such party's acquisition of the Owner's right, title and interest hereunder. Subject to the terms of Section 8.4 above, such new agreement or amended Agreement shall be substantially the same in form and content to the provisions of this Agreement, except with respect to the parties thereto, and the elimination of any requirements 16 75A-51 which have been fulfilled by the Owner prior thereto, and said agreement shall have priority equal to the priority of this Agreement. Upon execution and delivery of such new agreement or amended Agreement, the City shall cooperate with the new owner, at the sole expense of said new owner, in taking such action as may be necessary to cancel and discharge this Agreement and to remove Owner named herein from the Property. 8.6 Releases. The City agrees that upon written request of Property Owner and payment of all fees and performance of the requirements and conditions required of Owner by this Agreement with respect to the Property, or any portion thereof, the City shall execute and deliver to Owner appropriate release(s) of further obligations imposed by this Agreement in form and substance acceptable to the Orange County Recorder or as may otherwise be necessary to effect the release. 9. MISCELLANEOUS PROVISIONS. 9.1 Rules of Construction. The singular includes the plural; the masculine gender includes the feminine; "shall" is mandatory; "may" is permissive. If there is more than one signer of this Agreement, their obligations are joint and several. 9.2 Entire Agreement, Waivers and Amendments. This Agreement constitutes the entire understanding and Agreement of the parties with respect to the matters set forth in this Agreement. This Agreement supersedes all negotiation or previous Agreements between the parties respecting this Agreement, including without limitation the Original Agreement. All waivers of the provision of this Agreement must be in writing and signed by the appropriate authorities of the City or of Owner. All amendments to this Agreement must be in writing signed by the appropriate authorities of the City and Owner, in a form suitable for recording in the Official Records of Orange County, California. Within ten (10) days following the effective date of this Agreement, a copy of this Agreement shall be recorded in the Official Records of Orange County, California. Upon the completion of performance of this Agreement or its revocation or termination, an appropriate Certificate of Completion acknowledging such occurrence signed by the appropriate agents of Owner and the City shall be recorded in the Official Records of Orange County, California. 9.3 Project as a Private Undertaking. It is specifically understood by the parties that: (a) the Project is a private development for purposes of Government Code Section 65864 et seq.; (b) the City has no interest in or responsibilities for or duty to third parties concerning any improvements to the Property or in connection with the Project; and (c) Owner shall have the full power and exclusive control of the Property subject to the obligations of Owner set forth in this Agreement. 9.4 Incorporation of Recitals. The Recitals set forth in Section 1 of this Agreement are part of this Agreement. 9.5 Captions. The captions of this Agreement are for convenience and reference only, and shall not define, explain, modify, construe, limit, amplify, or aid in the interpretation, construction, or meaning of any of the provisions of this Agreement. 17 75A-52 9.6 Consent. Where the consent or approval of a party is required in or necessary under this Agreement, the consent or approval shall not be unreasonably withheld. 9.7 Covenant of Cooperation. The parties shall cooperate with, deal with each other in good faith, and assist each other in the performance of the provisions of this Agreement. 9.8 Time of Essence. Time is of the essence for each provision of this Agreement of which time is an element. 9.9 Conflicts of Law. In the event that state or federal laws or regulations enacted after this Agreement has been entered into or the action or inaction of any other affected governmental jurisdiction prevent or preclude compliance with one or more provisions of this Agreement or require changes in plans, maps, or permits approved by the City, the parties shall provide the other party with written notice of such state or federal restriction, provide a copy of such regulation or policy, and a statement of conflict with the provisions of this Agreement. The parties shall, within thirty (30) days, meet and confer in good faith in a reasonable attempt to modify this Agreement to comply with such federal or state law or regulation. Thereafter, regardless of whether the parties reach an Agreement on the effect of such federal or state law or regulation upon the Agreement, the matter shall be scheduled for hearing before the Council. Public notice of such hearing shall be given pursuant to Government Code Section 65854.5. The City Council, at such hearing, shall determine the exact modification or suspension which shall be necessitated by such federal or state law or regulation pursuant to Government Code Section 65869.5. At the hearing Owner shall have the right to offer oral and written testimony. 9.10 No Reliance By One Party On The Other. Each party has received independent legal advice from its attorneys with respect to the advisability of executing this Agreement and the meaning of the provisions hereof. In addition, the provisions of this Agreement shall be construed as to their fair meaning, and not for or against any party based upon any attribution to such party as the source of the language in question. 9.11 Arms Length Transaction. Each party represents and warrants to the other the following: it has carefully read this Agreement, and in signing this Agreement it does so with full knowledge of any rights which it may otherwise have, and it has freely signed this Agreement without any reliance upon any agreement, promise, statement or representation by or on behalf of the other party or its agents, employees, or attorneys, except as specifically set forth in this Agreement, and without duress or coercion, whether economic or otherwise. 9.12 Recording. The City Clerk shall cause a copy of this Agreement to be recorded with the Office of the County Recorder of Orange County, California, within ten (10) days following the effective date of this Agreement. 18 75A-53 IN WITNESS WHEREOF, this Agreement has been executed by the City of Santa Ana, acting by and through its City Manager, pursuant to Ordinance No. NS- , authorizing such execution, and by Property Owner. Dated this _ day of ,2005. THE CITY OF SANTA ANA By DAVID N. REAM City Manager Approved as to Form: By JOSEPH W. FLETCHER City Attorney STEADFAST COURTYARDS, L.P., A California Limited Partnership By: Name: Title: 19 75A-54 STATE OF CALIFORNIA ) ) ss. COUNTY OF ORANGE ) On this day of , 200_, before me, , a Notary Public in and for said state, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the City Manager of THE CITY OF SANTA ANA, the charter city that executed the within instrument, known to me to be the person who executed the within instrument on behalf of the municipal corporation therein named, and acknowledged to me that such municipal corporation executed the within instrument pursuant to its bylaws or a resolution of its City Council. WITNESS my hand and official seal. NOTARY PUBLIC STATE OF CALIFORNIA ) ) ss, COUNTY OF LOS ANGELES ) On this day of , 200_, before me, , a Notary Public in and for said state, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the of " the that executed the within instrument, known to me to be the person who executed the within instrument on behalf of the municipal corporation therein named, and acknowledged to me that such municipal corporation executed the within instrument pursuant to its bylaws or a resolution of its Board. WITNESS my hand and official seal. NOTARY PUBLIC 75A-55 EXHIBIT A Property Legal Description To be inserted 75A-56 EXHIBIT B Property Site Plan To be inserted 75A-57 EXHIBIT C Public Art Locational Plan 1. Public art valued at one-half of one percent (0.5%) of the project building permit valuation is required. Public art shall be comprised of a single art piece (or two or more pieces, as agreed to by the City's Planning Commission and Owner) to be placed along Main Street or 20th Street, with the final location to be determined as specified in paragraph 2.5 of this Agreement. The public art should invite participation and interaction, inspire, add local meaning, interpret the community by revealing its culture or history, and/or capture or reinforce the unique character of the new place. A comprehensive Public Art Plan indicating compliance with this requirement, and which proposes specific pieces of art for specific locations or applications, shall be submitted to the Planning Commission prior to the completion of the project's first phase. All public art approved by the Planning Commission in the Public Art Plan shall be completely installed as provided in paragraph 5.8.1 of this Agreement. Review and approvals required by the Planning Commission pursuant to sections 5.8, 5.8.1 or this Exhibit C may be delegated to a committee of same duly constituted pursuant to the Planning Commission's bylaws. 2. Art should be sited to complement features such as plaza or architectural components so that the art is an integral part of the development site. 3. Public art should be constructed using durable materials and finishes including but not limited to stone or metal. 4. No art piece provided pursuant to the public art requirement shall include advertising of any type, including but not limited to products, services or businesses. 5. All public art provided pursuant to the public art requirement shall be properly maintained at all times, be free of any graffiti and shall not incorporate any flashing or distracting form of illumination. 6. All art pieces approved and installed pursuant to the Public Art Plan shall remain on the project site and may not be removed without the approval of the Planning Commission. 7. Expenses Not Allowed from Art Allocation 1. Expenses to locate the artist (e.g., airfare for artist interviews, etc.) 11. Architect and Landscape Architect fees. iii. Landscaping around a sculpture that is not included as part of the artist's sculpture furnishings, including, but not limited to, functional structures, prefabricated water or electrical features not created by the artist, and ornamental enhancements. IV. Utility fees associated with activating electronic or water generated artwork. v. Lighting elements not integral to the illumination of the art piece. 75A-58 VI. Publicity, public relations, photographs, educational materials, business letterhead or logos bearing artwork image. V11. Dedication ceremonies, including sculpture unveilings or grand openings. 8. To be eligible, the proposed work of public art shall not be: 1. a mass produced object from a standard design; 11. a reproduction, whether produced by mechanical or other means, of an original work of art; 111. elements of building, designed by the building's architect, as opposed to a public artist commissioned for the express purpose of creating a unique work of public art; nor IV. a water feature, in whole or in part. 75A-59 EXHIBIT D Offsite Mitigation Measures The exhibit is under preparation, but shall include the requirement for Steadfast to finance the public construction of a traffic signal on Main Street at the entrance to the new Bowers parking lot, to be completed no later than the completion of construction of the new parking lot. 75A-60 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Clerk of the Council City of Santa Ana 20 Civic Center Plaza M-30 P.O. Box 1988 Santa Ana, California 92702 FREE RECORDING GOVERNMENT CODE ~ 6103 DEVELOPMENT AGREEMENT by and between THE CITY OF SANTA ANA and STEADFAST COURTYARDS, L.P. Dated: ,2005 75A-61 Tentative Tract Map No. 2005-08 September 12, 2005 Page 1 of 2 Findings of Fact A. The proposed project, as conditioned, and its design and improvements are consistent with the District Center land use designation of the General Plan and are otherwise consistent with all other elements of the General Plan and any applicable specific plans. Tentative Tract Map No. 2005-08 is consistent with the land use designation and density prescribed in the General Plan and will have no adverse affect on the surrounding land uses in the area. B. The proposed proj ect , as requirements of the zoning applicable City ordinances. conditioned, conforms and subdivision codes, to all applicable as well as other The proposed subdivision conforms to the minimum condominium requirements, as well as meets the letter and intent of the State of California Subdivision Map Act provisions. Tentative Tract Map No. 2005-08 is in keeping with the provisions of the site plan (Development Project No. 2005-12) and Chapters 34 and 41 of the Santa Ana Municipal Code, all of which pertain to the subdivision of land and development standards for the site. Further, the map will be consistent with Specific Development No. 79. C. The project site is physically suitable for the type and density of the proposed project. The proj ect site consists of approximately 1.1 acres of land within Specific Development No. 79. The proposed subdivision contains many street frontages, allowing adequate frontage for the parcel. The site and parcel have been determined to be capable of supporting the type and density of the proposed project. There are no physical constraints on the site to preclude development. D. The design and improvements of the proposed proj ect will not cause substantial environmental damage or substantially and unavoidably injure fish or wildlife or their habitat. There are no wetlands or unusual flora or fauna on or around the proj ect site. No development surrounding this site will be substantially affected by this proposal. A mitigated negative 7fi~672 Tentative Tract Map No. 2005-08 September 12, 2005 Page 2 of 2 declaration (Environmental Review No. 2005-18) has been prepared for the proposed project, identifying potential impacts and mitigation measures aimed at reducing any environmental impact associated with this project. E. The design or improvements of the proposed proj ect will not cause serious public health problems. The proposed infill development is for mixed-use development and will be in compliance with all regulations and conditions specified in the Santa Ana Municipal Code and the Specific Development No. 79 development standards in conjunction with the proposed conditions and building requirements. F. The design of improvements of the proposed project will not conflict with easements necessary for public access through or use of the property within the proposed project. There are no easements that would affect the use or development of this site. Approval of Tentative Tract Map No. 2005-08 will not create conflicts with the easements necessary for public access through the property, as no such easements currently exist. Public access will be allowed to the site, as this development as an urban proj ect concept encourages pedestrian and public activity. 75A-63 SEPTEMBER 12, 2005 PAGE10F3 Conditions for Approval Tentative Tract Map No. 2005-08 is approved subject to compliance to the reasonable satisfaction of the Planning Manager, with all applicable sections of the Santa Ana Municipal Code, the California Administrative Code, the Uniform Fire Code, the Uniform Building Code, and all other applicable regulations. The applicant must comply in full with each and every condition listed below prior to exercising the rights conferred by this conditional use permit. The applicant must remain in compliance with all conditions listed below throughout the life of the conditional use permit. Failure to comply with each and every condition may result in revocation of the conditional use permit. A. Planning Division 1. Comply with all conditions and requirements from the Development Review Committee (DRC) for the development project (DP 05-12) . 2. The Covenants, Conditions and Restrictions (CC&Rs) must be reviewed and approved by the Planning Manager prior to the issuance of any building permit. Such CC&Rs must contain at a minimum, the following: a. Project Maintenance. b. Standards shall be established for the exterior maintenance of each unit within the community. c. Graffiti removal will be required within 48 hours. d. Assignment of repair of perimeter walls will be specified in the CC&Rs in the event of damage. e. CC&Rs are to be in effect in perpetuity. f. Any proposed modifications to the CC&Rs will require approval by the City of Santa Ana. g. The use of professional management to ensure a quality operation and maintenance. h. Limit the number of residents in each unit to a maximum of four, require owner occupancy, and address maintenance of the project. 3. A final map must be approved and recorded prior to issuance of building permits. "~!lf11. SEPTEMBER 12, 2005 PAGE 2 OF 3 4. The final map and all improvements required to be made or installed by the subdivider must be in accordance with the design standards and specifications of the Santa Ana Municipal Code and the requirements of the State Subdivision Map Act. 5. Two copies of the recorded final map and CC&Rs shall be submitted each to the Planning Division, Fire Department, Building Division and Public Works Agency within 10 days of recordation. 6. Interior clear floor to ceiling heights for the units will be a minimum of ten feet on the first minimum of nine feet on the floors above. Ceiling the live-work and commercial units shall be a twelve feet. residential floor and a heights for minimum of 7. Prior to issuance of building permits, the interior building amenities shall be submitted for review and approval by the Planning Manager. The amenity package submitted for review shall include but not be limited to flooring, staircase railings, doors and hardware, kitchen appliances and cabinetry, dual bowl sinks and fixtures, tile walls, tiled shower enclosures and kitchen countertops of stone tile or stone slab, or their equivalent. At minimum they will include a high quality product line for the appliances, all cabinets will be of a stain grade, the use of smooth wall and ceiling interior drywall finish and washers and dryers in each residential unit. 8. Provide for lighting and landscape maintenance. The lighting plan and design will be reviewed and approved by the Planning Manager during the lighting plan check phase. 9. Development, operational and maintenance standards shall be established for the number, style and location of interior amenities such as benches and fireplace (s) . Such amenities shall be reviewed and approved when the landscape drawings are submitted into plancheck. 10. Common area amenities shall comply with the following: a. Pursuant to Specific Development No. 79, courtyards, drive aisles, pedestrian walkways and common area amenities for the project, shall be completely installed prior to the issuance of a certificate of occupancy for the project phase that includes the open space. 75A-65 SEPTEMBER 12, 2005 PAGE30F3 b. All amenities shall be installed and maintained in accordance with the approved plans. 11. Benches material minimize and pedestrian seating shall be made of a durable such as concrete or painted iron and be designed to effects from vandalism, skateboarding and weather. 12. Trash receptacles should be located in high-activity areas, such as courtyards and other public acti vi ty spaces. The style shall be compatible with other outdoor furnishings. 13. All street furniture surfaces, pedestrian-level walls and amenities shall incorporate graffiti resistant coatings. 14. The courtyards in the residential development sites shall include amenities such as informal modern outdoor furniture and seating areas, decorative pavers, landscape trees and plant material. 15. The buildings shall be of wood or steel construction with a quality and durable exterior materials as shown on the architectural plans, material boards and material specifications submitted for this project. 16. Prior to issuance of building permits, the exterior building amenities, materials and finishes shall be submitted for review and approval by the Planning Division. 17. Glass storefronts and windows within the retail component shall provide clear glass. The use of opaque or semi-opaque storefronts or glass is prohibited. 18. The courtyards shall be completely installed prior to the issuance of any certificate of occupancy within the project phase that includes this portion of the parcel. 19. A minimum of four courtyards shall be provided as open space areas measuring a minimum of 1,200 square feet individually and collectively a minimum of 6,900 square feet. The open space shall include informal modern outdoor furniture and seating areas, outdoor fireplace and landscape trees and material. 75A-66 ORDINANCE NO. NS-2699 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA CREATING SPECIFIC DEVELOPMENT DISTRICT (SD-79) FOR PROPERTY LOCATED AT 1900 NORTH MAIN STREET THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES ORDAIN AS FOLLOWS: Section 1. The City Council of the City of Santa Ana does hereby find, determine and declare as follows: A. Applicant is requesting approval of various entitlements in order to construct the Cordoba for-sale condominium and live-work project, with ancillary retail space. B. The project would demolish the existing surface parking lot for the Bowers Museum and develop the property into a mixed use residential/commercial project. The project would provide 45 for-sale residential units at a gross overall density of 40 dwelling units per acre. The housing mix for the project would consist of lofts, townhouses, and stacked flats. Additionally the first floor of the building fronting Main Street would provide live/work flex space that would allow up to 4,251 square feet of retail area and 2,312 square feet of restaurant uses. It is envisioned that commercial areas in the project would consist of uses such as restaurant, coffee shop, hair salon, wine gallery and professional offices. C. The project would be comprised of two residential buildings with a maximum building height of approximately 47-feet. Along Main Street, the two buildings would consist of three- and four-story heights to define a strong urban edge. Extending west, the building would transition to two-story house-like forms near the western boundary of the project site. D. A series of four courtyards would connect the buildings on the project site. The courtyard areas would consist of a variety of hardscape materials such as tile, brick, cobblestone and flagstone paving. Additionally, the courtyard areas would be accented with a variety of landscape materials including trees, shrubs and vines. Courtyard amenities would include community fireplaces and fire pits, fountains, building, built-in benches, and potted plants. E. A total of 102 parking spaces would be provided in a subterranean parking garage below the two buildings, with access to be provided from 20th Street. F. On September 12, 2005, the Planning Commission held a duly noticed public hearing and voted by a vote of 5:0 (Nalle absent) to recommend that the City Council: 75A-67 1. Approve and adopt the Mitigated Negative Declaration and Mitigation Monitoring Program, Environmental Review No. 2005-18. 2. Adopt an ordinance approving Amendment Application No. 2005-07. 3. Adopt an ordinance approving Development Agreement No. 2005-03. 4. Adopt a resolution approving Tentative Tract Map No. 2005-08 as conditioned. (County Map No. 16848) 5. Adopt a resolution approving Site Plan Review No. 2005-03. G. On October 3, 2005 the City Council of the City of Santa Ana held a duly noticed public hearing and at that time considered all testimony, written and oral. Section 2. Specific Development Plan No. 79 (SD-79) is hereby adopted as set forth in Exhibit "A, attached hereto and incorporated as though fully set forth herein. Section 3. Section District Map No. 1-5-10 is hereby amended as set forth in Exhibit "B" attached hereto and incorporated as though fully set forth herein. Section 4. This ordinance shall not be effective unless and until the Resolution approving Environmental Review No. 2005-18, Tentative Tract Map No. 2005-08, and Site Plan Review No. 2005-03 becomes effective. If said resolution is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, or otherwise do not go into effect for any reason, then this ordinance shall be null and void and have no further force and effect. Section 5. If any section, subsection, sentence, clause, phrase or portion of this ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this ordinance. The City Council of the City of Santa Ana hereby declares that it would have adopted this ordinance and each section, subsection, sentence, clause, phrase or portion thereof irrespective of the fact that anyone or more sections, subsections, sentences, clauses, phrases, or portions be declared invalid or unconstitutional. ADOPTED this _ day of ,2005. Miguel A. Pulido Mayor 75A-68 APPROVED AS TO FORM: Joseph W. Fletcher City Attorney By: Benjamin Kaufman Chief Assistant 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 the attached Ordinance No. NS-2699 to be the original ordinance adopted by the City Council of the City of Santa Ana on , and that said ordinance was published in accordance with the Charter of the City of Santa Ana. Date: Clerk of the Council City of Santa Ana 75A-69 t'f4ct(f- ~t( Of- 6 rd Specific Development Plan No. 79 City of Santa Ana EXHIBIT A 75A-70 TABLE OF CONTENTS PAGE SECTION 1. APPLICABILITY OF ORDINANCE ........................................1 SECTION 2. PURPOSE .. ........... .......... .................... .......... ..... ..... ...... ...1 SECTION 3. OBJECTIVES ......................................... .................. .... ..1-2 SECTION 4. USES PERMITTED .............................................................2 A. Permitted Uses ..... ........ ....... ........... ....... ........... ...... ....... .2-3 B. Conditionally Permitted Uses .................................... .............3 C. Uses Not Permitted ...... .......... ................. ...... ....... ..... ..........3 SECTION 5. MAXIMUM PERMITTED BUILDING INTENSITY .......................3 SECTION 6. DEVELOPMENT STANDARDS .. ............................... ...... ...4-6 A. Building Height ....... ...... ............... ......... ....... ...... ..... ............4 B. Setbacks ... ..... ........ ............... ................ ...... ...... .... ............4 C. Minimum Unit Size ...............................................................4 D. Parking........... ............................................ ........ ..... ..... ..4-5 E. Walls and Screening .. ..................................................... .....5 F. Landscape/Hardscape Standards ..... .............................. .......5 G. Architectural Design Features ...............................................6 SECTION 7. SIGNAGE ........... ............... ............ ......... ..... .... ........... .......6 SECTION 8. REFUSE COLLECTION AREA AND LOADING ........................7 SECTION 9. TELEPHONE, ELECTRICAL, WATER, GAS AND CABLE ..........7 ATTACHMENTS Attachment A - Overall Site Plan Attachment B - Landscape Plan II 75A-71 Specific Development Plan No. 79 Section 1. Applicabilitv of Ordinance The specific development zoning district for a mixed use project as authorized by Chapter 41, Division 26, Sec. 41-593 et/seq. of the Santa Ana Municipal Code (SAMC), is specifically subject to the standards and regulations contained in this plan for the express purpose of establishing land use regulations and standards. All other applicable chapters, articles and sections of the SAMC and any other regulations adopted by City Council shall apply unless expressly stated or superseded by this ordinance. Section 2. Purpose The Specific Development Plan No. 79 (SD-79), consisting of standards and regulations, is hereby established for the express purpose of protecting the health, safety, and general welfare of the people of the City by promoting and enhancing the value of properties and encouraging orderly development. SD-79 sets the development and design criteria for a development consisting of approximately 1.1 acres. The purpose of this specific development plan is to permit flexibility in the site planning and design to respond to market conditions while assuring high quality development. SD-79 specifically establishes for the property the following: · Permitted uses. · Development standards, including building height limits, required setbacks, parking, landscaping provisions and enforcement policies. · Operational standards. · Maximum authorized development intensity. · Signage provisions. Section 3. Obiectives The objectives of SD-79 include provisions of the following: · A long term development that is of the highest architectural quality and design. · A landscaping plan that is complementary to a mixed use development and sensitive to the surrounding community. · A visually harmonious development as viewed both internally and externally. 1 75A-72 · A development that is consistent with the District Center designation of the General Plan and which implements the spirit and intent and policies of the General Plan. · A circulation system that is responsive to the needs of both vehicular and pedestrian travel. · Provision of a mixture of high quality housing and ground level commercial uses along North Main Street. · A mixed use project complimenting a landmark museum to the north and other surrounding cultural amenities. · A mixed use project blending with adjacent single family neighborhood. Section 4. Uses Permitted The categories of land uses to be included within the project area are galleries, eating establishments, offices and retail uses. If a use is for any reason omitted from those specified as permissible or if ambiguity arises concerning the approximate classification of a particular use within the meaning and intent of this Plan, the determination shall be at the discretion of the Planning Manager. Such decision may be appealed to the Planning Commission whose decision is final. A. Permitted Uses. The following uses are permitted in SD-79: 1. Residential condominiums. 2. Live/work units in compliance with the following standards: a. A Maximum of four live-work units with ground level store fronts along Main Street. b. Residential use is permitted only in combination with individual work space in a manner which provides an integrated working and living environment. c. A live/work unit shall be at least nine hundred (900) square feet in size. d. The residential component of a live/work unit shall meet the following standards: i. It shall have access to separate bathroom facilities, including a water closet, a wash basin, and a bathtub or shower. ii. It shall have separate kitchen facilities including a kitchen sink, cooking appliances and refrigerator. All such facilities shall have a clear working space of at least thirty (30) inches in front. III. It shall comply with all Housing Code requirements as modified by section 8-2700 of this Code. iv. In-unit laundry facilities shall be required. e. Live/Work Units Permitted Uses: Live Work Units shall be permitted to have the following allowable primary uses: i. Commercially operated professional studios. ii. Fine art studios and/or galleries. 2 75A-73 iii. Fiber arts studios and/or galleries. iv. Printing, lithography, and calligraphy facilities. v. Photography studios. vi. Ceramic and pottery studios. vii. Glass blowing and sculpturing studios. viii. Home Office and Home-Based Business are permitted. ix. Any use listed above, shall be permitted to have a maximum of one non-resident employees. 3. Galleries with ground level store fronts along Main Street. 4. Eating establishments, cafes, Coffee Houses, Tea House and bakeries with ground level store fronts along Main Street that do not exceed a total maximum of 1,940 square feet of interior space and 865 square feet of outdoor space collectively. Full service cafes and restaurants shall be limited to those that provide sit down dining areas and exclusive table service for ordering and delivering meals and beverages. Eating establishments with drive-thru window service or that are exclusively take- out are prohibited. 5. Retail with ground level store fronts along Main Street. 6. General offices with ground level store fronts along Main Street including psychologists, insurance agents and real estate. B. Conditionally Permitted Uses. The following uses may be permitted in SD-79 subject to the issuance of a conditional use permit. 1. Indoor entertainment uses whether freestanding or part of another permitted or conditionally permitted use. Adult entertainment businesses shall not be permitted. 2. Establishments selling or serving alcoholic beverages. 3. Uses open between Midnight to 5:00 a.m. 4. Establishments selling or serving alcoholic beverages. C. All other uses not expressly permitted or conditionally permitted in this ordinance are prohibited. Section 5. Maximum Permitted Building Densityllntensity The maximum authorized building density is 40 dwelling units per acre and no more than 1.28 floor are ratio (FAR) with a maximum of 66,200 square feet (Attachment A). 3 75A-74 Section 6. Development Standards A. Building Height. All on-site structures will be subject to a height limitation of 48 feet above ground level, which is defined as the vertical distance measured from the curb level to the highest point of the roof surface. The maximum height for structures within 50 feet of the western property line shall be 32 feet. B. Setbacks. 1. Front (Main Street) A minimum three feet (3') to the first building element or structure as measured from the property line. Entry steps to residential units may encroach into this setback area in order to provide a transition between public and private spaces. 2. Side (Twentieth Street) A minimum six feet three inches (6'3") to the first building element or structure as measured from the property line. Entry steps to residential units may encroach into this setback area in order to provide a transition between public and private spaces. 3. Side (Nineteenth Street) A minimum five feet one inch (5'1") to the first building element or structure as measured from the property line. Entry steps to residential units may encroach into this setback area in order to provide a transition between public and private spaces. 4. Rear (West Property Line) A minimum setback of five (5) feet as measured from the property line. C. Minimum Unit Size The minimum square footage for a residential unit is 982 square feet excluding flex or commercial space. D. Parking 1. All parking shall be subterranean. 2. Dwelling units shall be provided with two assigned parking spaces per unit, which assigned spaces shall be sold and conveyed as a part of each residential condominium unit. 3. Each live-work unit shall provide 1 employee/customer parking space. 4. In addition to the minimum requirements of subsections 0.1., 0.2. and 0.3. of this section, each multiple-family dwelling project shall provide guest parking, identified as such, in an amount of spaces not less than ten (10) percent of the minimum required spaces under subsections 0.2. and 0.3. of this section. 4 75A-75 5. The dedicated commercial space shall provide one parking space per 1 ,000 square feet. E. Walls and Screening. 1. Any wall or fence shall be constructed in compliance with SAMC. 2. Any equipment, whether on the roof, side of building, or ground, shall be screened. The method of screening shall be architecturally integrated with the building in terms of materials, color, shape, and size. F . Landscape/Hardscape Standards. The final design satisfying the following requirements shall be subject to review and approval of the Planning Manager: 1. A minimum of four outdoor courtyards with no courtyard less than 1,200 square feet and the total area for all courtyards a minimum of 6,900 square feet. 2. A minimum of four outdoor water features shall be provided within the project. 3. Additionally, a minimum of one outdoor fireplace shall be provided. 4. Courtyard areas shall incorporate seating, benches, patio furniture and landscaping to provide visual interest and additional amenities within these areas. All seating, benches, street furniture surfaces, pedestrian-level walls and similar amenities shall be made of a durable material such as concrete or painted iron and be designed to minimize effects from vandalism, weather and incorporate graffiti resistant coatings. 5. All areas not used for buildings, parking or storage shall be landscaped using the guidelines consistent with the City's Landscape Standards. All landscaped areas shall be irrigated using an automatic irrigation system. The project shall provide landscaping consistent with the landscape plan. A six-inch raised concrete curb shall be required around all landscape planters unless approved by City Landscape Associate. 6. Pedestrian amenities shall be provided such as lighting, planters, drinking fountains, unit pavers, and bicycle racks. 7. All landscaping shall be constructed in compliance with Attachment B. All required setback areas shall be landscaped except for approved walkways, driveways and courtyards. Further, the landscape plan shall be fully implemented prior to the issuance of any certificate of occupancy. 5 75A-76 G. Architectural Design Features. The final design satisfying the following requirements shall be subject to review and approval of the Planning Manager: · Exterior Materials: Exterior materials and finishes to comply with site plan review approvals granted through the Planning Commission or City Council. Exterior enclosure(s) and similar ancillary structures are to match the texture, materials and color palette of the proposed building. · Design Features: Any new additions shall be in keeping with the original design in terms of scale, rooflines, materials, and color. · Lighting Standards/fixtures: A minimum of 1 foot candle of light shall be provided throughout the parking area. Specifications of light standards/fixtures and photometrics plan shall be submitted to Planning Division and Police Department for approval. · There shall be no glare or spillover lighting into adjacent properties. · The ceiling of the parking structure shall be painted white and be maintained to improve illumination and enhance safety within the parking structure. The Executive Director of the Planning and Building Agency may approve minor modifications to the standards specified in this SD-79, provided that such changes are consistent with the purposes, scope and intention with this document. The Executive Director has the sole and absolute discretion to determine what constitutes a "minor mod ification." Section 7. SiQnaQe. A. All signage shall comply with the Santa Ana Municipal Code unless explicitly identified below. B. A comprehensive sign program for the entire site, including but not limited to freestanding, wall, directional and permanent temporary signs and graphics shall be submitted and approved by the Planning Division prior to the issuance of any sign permit. C. For signage purposes the Main Street elevation shall be considered the primary elevation and Nineteenth and Twentieth Streets the secondary. 6 75A-77 Section 8. Refuse Collection Area. Areas to handle the refuse for the development site shall be integrated into the subterranean garage. At minimum, the project shall provide two refuse collection areas measuring a minimum of 11' x 7'. Such collection areas shall be enclosed and viewable with a durable material such as concrete block with metal doors. In addition, each collection area shall provide a 'chute' to allow refuse from the upper floors to collect within these areas. Section 9. Telephone, Electrical, Water, Gas and Cable. A. All lion-site" utilities shall be placed underground. B. Transformers of terminal equipment shall be visually screened from view from streets and adjacent properties. C. There shall be no exposed downspouts, scupper drains, electrical or mechanical limes on the building. All mechanical equipment shall be screened from view in an architecturally integrated manner. 7 75A-78 36-4.10 . I (,:1...-9 MAIN PLACE OR T 6.5-9 0 R1 R1 R1 ...J 510'------+-324' 0 .... ~ R2 Rl R1 R1 R1 R1 ~ R1 R1 en R1 0 a: ~ p a1 i ~ Z SD-IB < R1 ~ R1 185' 145' 'C1 + --.- f12-5-101 r---'1 r--1 I SEVENTEENTH Zoning Distri<:t ADOPTED BY RESOLUTION NO. 5186 BY THE SANTA ANA PLANNING COMMISION PART OF ORDINANCE NO. N8-394 ADOPTED BYTHE SANTA ANA CITY COUNCIL, AUGUST 17, 1959. SCALE IN FEET Al -B Cl Cl-MD C2 C3 C3-A C4 C5 CR GENERAL AGRICULTURAL PARKING MODIFICATION COMMUNITY COMMERCIAL COMMUNITY COMMERCIAL-MUSEUM DISTRICT GENERAL COMMERCIAL CENTRAL BUSINESS CENTRAL BUSINESS-ARTISTS' VILLAGE PLANNED SHOPPING CENTER ARTERIAL COMMERCIAL COMMERCIAL RESIDENTIAL C-SM GC M1 M2 MO o P PCD PD PRD SOUTH MAIN STREET COMMERCIAL DISTRICT GOVERNMENT CENTER LIGHT INDUSTRIAL HEAVY INDUSTRIAL MILITARY OPERATIONS OPEN SPACE PROFESSIONAL PLANNED COMMUNITY DEVELOPMENT PLANNED DEVELOPMENT PLANNED RESIDENTIAL DEVELOPMENT Rl SINGLE-FAMILY RESIDENCE Rl-4ooo SMALL LOT SINGLE-FAMILY RESIDENCE R2 TWO-FAMILY RESIDENCE R3 MULTIPLE-FAMILY RESIDENCE R4 SUBURBAN APARTMENT RE RESIDENTIAL ESTATE SD SPECIFIC DEVELOPMENT SP SPECIFIC PLAN o 60- -6000 1000 MINIMUM FRONTAGE MINIMUM LOT AREA Latest Revision Date: 1..11..99 THIS MAP IS THE OFFICIAL SECTIONAL DISTRICT MAP Of THE CITY OF SANTA ANA., AS AUTHORIZED BY CITY COUNCil RESOlUTION NO. 7-4-163, DATED 1H8-7-4, I HEREBY ATTEST THAT THIS MAP IS A TRUE COPY OF THE ORIGINAL SECTIONAl DISTRICT ::o~ Pl~1NG & BUIlDINGAGENCY Certificate Daw SEPTEMBER 10 1982 RES,/ A.A./ANX. NO M98.,5 ORD.I RES, NO. NS-23n ADOPTED DATE ".9--98 APPPROVED ~ RES. f A.A.. f ANX. NO. 5522 5621 5650 5864 5690 5693 5713 5714 5745 5807 5809 58.. 6044 OAD.I RES, NO, NS-533 NS-670 NS.694 N5-713 N5-739 N5-742 NS.744 N5-7n N8-822 NS.885 N5-887 N5-999 N5-'193 ADOPTED DATE 1-4-6.2 6.15-65 11-18-65 2-:>64 7,20--6-4 8-:>64 HS...e5 H 8-6S 9--20-65 S.7...e7 8--7...e7 1-19--70 12-17-73 APPPROVED M 799 M816 AA891 M 1002 AA 1020 AA 1029 M 1030 AA 1051 AA96-4 M96-7 M98-3 N5-1449 N5-1489 N5-1714 NS-1969 NS-2008 NS-2036 NS-2027 N5-2137 NS-2298 NS-2299 NS-2362 9--5-78 6-4-78 1-16-84 7-18-88 6-5-89 11-20-89 9--5-89 6-17-91 10-7-96 9-3-96 7.20-98 ~~0'(4--~~~~ ~~~ ~ PREPARED BY THE PLANNING DIVISION CITY OF SANTA ANA CALIFORNIA 75A~'~ Il'B -.-.4 ORDINANCE NO. NS-2700 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING A DEVELOPMENT AGREEMENT BETWEEN THE CITY OF SANTA ANA AND STEADFAST COURTYARDS, L.P. THE CITY COUNCIL OF THE CITY OF SANTA ANA ORDAINS AS FOLLOWS: SECTION 1: The City Council hereby finds, determines and declares as follows: A. The City is authorized pursuant to Government Code Sections 65864 through 65869.5 to enter into development agreements with persons having legal or equitable interests in real property for the purpose of establishing certainty for both City and owner in the development process. B. The City enters into this Development Agreement pursuant to the provisions of the Government Code and applicable City policies. C. The Planning Commission has, following a duly noticed public hearing, on September 12, 2005, recommended approval of this Development Agreement. E. Entering into this Development Agreement would provide the City with extraordinary and significant benefits that are of regional significance, relate to existing deficiencies in public facilities, require the owners of the Cordoba for-sale condominium project to contribute a greater percentage of benefits than would otherwise be required, and represent benefits which would not otherwise be required as part of the development process. F. The City Council has held a noticed public hearing on this Ordinance, and has considered all testimony presented thereto. G. The City Council has, on October 3, 2005, approved a mitigated negative declaration in conjunction with this Project and adopted a mitigation monitoring plan. SECTION 2: The Development Agreement, a true and correct copy of which is attached hereto as Exhibit 1, is hereby approved, and the City Manager and Clerk of the Council are authorized to execute it on behalf of the City. The Clerk of the City is hereby authorized and directed to cause this Development Agreement to be recorded with the County Recorder's Office. SECTION 3: This ordinance shall not be effective unless and until the ordinance approving Amendment Application No. 2005-07 (SD-79) and the resolution approving Environmental Review No. 2005-18, Tentative Tract Map No. 2005-08, and Site Plan 75A-80 Review No. 2005-03 both become effective. If said ordinance and resolution are for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, or otherwise do not go into effect for any reason, then this ordinance shall be null and void and have no further force and effect. 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 anyone or more sections, subsections, sentences, clauses, phrases, or portions be declared invalid or unconstitutional. ADOPTED this day of ,2005 Miguel A. Pulido Mayor APPROVED AS TO FORM: Joseph W. Fletcher, City Attorney By: Benjamin Kaufman Chief Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers 75A-81 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-2700 to be the original ordinance adopted by the City Council of the City of Santa Ana on , and that said ordinance was published in accordance with the Charter of the City of Santa Ana. Date: Clerk of the Council City of Santa Ana 75A-82 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Clerk of the Council City of Santa Ana 20 Civic Center Plaza M-30 P.O. Box 1988 Santa Ana, California 92702 FREE RECORDING GOVERNMENT CODE 9 6103 DEVELOPMENT AGREEMENT by and between THE CITY OF SANTA ANA and STEADFAST COURTYARDS, L.P. Dated: October 3,2005 EXHIBIT , 75A-83 DEVELOPMENT AGREEMENT BETWEEN THE CITY OF SANTA ANA AND STEADFAST COURTYARDS, L.P. This DEVELOPMENT AGREEMENT is entered into between THE CITY OF SANTA ANA, a charter city and municipal corporation duly authorized under the Constitution and laws ofthe State of California ("City") and STEADFAST COURTYARDS, L.P., a California Limited Partnership ("Owner" or "Property Owner"). 1. RECITALS. This Agreement is entered into with reference to the following facts: 1.1 Purpose. The Purpose of this Agreement is to facilitate the development of the mixed-use project contemplated by the City's Specific Development Zoning Designation SD-79 (SD-79), Tentative Tract Map No. 2005-08 and Mitigated Negative Declaration ER No. 2005-18. 1.2 Code Authorization. The City is authorized pursuant to Government Code Sections 65864 through 65869.5 to enter into development agreements with persons having legal or equitable interests in real property for the purpose of establishing certainty for both the City and Owner in the development process. The City enters into the Agreement pursuant to the provisions of the Government Code and applicable City policies. The parties acknowledge: (1) the time of development. This Agreement is intended to assure adequate public facilities at (2) This Agreement is intended to assure development in accordance with the City's General Plan, applicable Specific Plans and Specific Development District No. 79, as created concurrently herewith by Ordinance No. NS-_. (3) This Agreement will permit achievement of goals and objectives as reflected in the City's General Plan, all applicable Specific Plans and Specific Development District No. 79. (4) Owner is required by existing City regulations to provide mitigation for certain impacts and pay certain regulatory fees as conditions of approvals through the regulatory process-:-, as further provided in this Agreement. (5) This Agreement will allow the City to realize extraordinary and significant public infrastructure facilities and other supplemental benefits in addition to those available through the existing regulatory process. (6) Many ofthe extraordinary and significant benefits identified as consideration to the City for entering into this Agreement are of regional significance, relate to existing deficiencies in public facilities, require Owner to contribute a greater percentage of benefits than would otherwise be required, and represent benefits which would not otherwise be required as part of the development process. 1 75A-84 1.2 Owner. Owner represents and warrants that it has an equitable ownership interest in the real property located in the City of Santa Ana, California, legally described on Exhibit A attached hereto and incorporated herein, and graphically described on Exhibit B attached hereto and incorporated herein (hereinafter the "Property"), in that it has contracted to purchase the Property from the City. The Property is approximately 1.1 acres in size and is currently improved as a parking lot. 1.3 Approval of Owner. Owner further hereby represents that it has approved this Agreement and is authorized to enter into this Agreement. 1.4 Planning Commission - Council Hearings. On September 12,2005, the Planning Commission of the City ("Planning Commission"), after giving notice pursuant to Government Code Sections 65090 and 65091, held a public hearing to consider the Owner's application for this Agreement. This public hearing was duly held, all public testimony was attended to, and the Planning Commission recommended to the City Council of the City that it execute this Agreement. On ,2005, the City Council of the City of Santa Ana ("Council"), after providing notice as required by law, held a public hearing to consider the Owner's application for this Agreement. 1.5 Council Findings. The Council finds that this Agreement is consistent with the General Plan, applicable Specific Planes) as well as all other applicable ordinances, plans, policies and regulations of the City. 1.6 City Ordinance. On , 2005, the Council adopted Ordinance No. NS-_ approving this Agreement. The ordinance becomes effective thirty (30) days thereafter. 2. DEFINITIONS. In this Agreement, initially capitalized terms used but not defined shall have the following meanings unless the context otherwise requires: 2.1 "Agreement" means this Development Agreement between the City and Steadfast, and all amendments hereof that are properly approved and executed. 2.2 Agreement. 2.3 Agreement. 2.4 Agreement. "City" has the meaning given such word in the preamble of this "Council" has the meaning given such word in Section 1.4 of this "Effective Date" has the meaning given such term in Section 4.2 ofthis 2.5 "Executive Director" means the Executive Director ofthe City's Planning and Building Agency or designee. 2 75A-85 2.6 "Final Design" means the final design documents for a work of public art, which is set forth in greater detail in Section 5.8 of this Agreement. 2.7 "Government Powers" has the meaning given such term in Section 5.13 of this Agreement. 2.8 "Map" means Tentative Tract Map No.2005-08, approved concurrently with this Agreement. 2.9 "Mortgage" has the meaning given such word in Section 8.1 ofthis Agreement. 2.10 "Mortgagee" has the meaning given such word in Section 8.2 of this Agreement. 2.11 "Project" is the development of the Property as set forth in SD-79, Tentative Tract Map No. 2005-08, Mitigated Negative Declaration No. ER 2005-18, and Site Plan Review No. 2005-12. 2.12 "Property Owner" or "Owner" means Steadfast Courtyards, L.P., being the person, persons, or entity having a legal or equitable interest in the Property, and includes Steadfast Courtyards, L.P.' s successors in interest. 2.13 "Property" is the real property described in Exhibit A and referred to in Exhibit B. 2.14 Public Art" has the meaning given such term in Section 5.8 of this Agreement. 2.15 Public Art Locational Plan means the conceptual Plan attached hereto as Exhibit C. The parties recognize that the Locational Plan sets forth the general description of the location of the Public Art required by this Agreement, and is subject to refinement at the time of installation, by Agreement of the Owner and the Executive Director. 2.16 "Reserved Powers" has the meaning given such term in Section 5.2 of this Agreement. 3 75A-86 3. EXHIBITS. The following documents referred to in the Agreement are attached to this Agreement and are identified as follows: Exhibit Desien~tion Description Referred to in Section A Property Legal Description 2.3 B Property Graphical Description (Site Plan) 2.3 C Public Art Locational Plan 2.15 D Offsite Mitigation Measures 5.1.3 4. GENERAL PROVISIONS. 4.1 Property Subject to Agreement. Until released pursuant to the provisions of Section 8.6 of this Agreement, the Property shall not be released from this Agreement until Property Owner. 4.2 Effective Date; Duration of Agreement. The "Effective Date" of this Agreement shall be the date that the City Council ordinance adopting this Agreement becomes effective, which date is thirty (30) days after the City Council meeting at which such ordinance is adopted, unless this Agreement or Ordinance No. NS- _ is the subject of a referendum which has received a prima facie sufficient number of signatures or unless its Effective Date is stayed by order of a court with jurisdiction. The term of this Agreement shall be eight (8) years; provided, however that the Owner may request one two-year extension from the Executive Director, which request shall not be unreasonably denied; provided, however, that nothing herein is intended nor shall it be interpreted to extend the period of validity of any approval issued in conjunction with the City's Development Project Plan process or building permit, beyond local requirement. (b) Pursuant to Section 66452.6(a) of the California Subdivision Map Act, the term of the Map, including any lot line adjustment or merger oflots (or any other tentative map filed subsequent to the Effective Date ofthis Agreement), shall not expire during the term of this Agreement. (c) Notwithstanding subsections (a) or (b) hereof, if, at the end of the original or any modified term, the Property is in the process of being developed, the term of this Agreement shall be further extended until such in process construction is completed, not to exceed an additional three years after expiration of the original or modified term. (d) The expiration of this Agreement shall not terminate any land use approvals approved concurrently with or subsequent to the approval of this Agreement, but shall 4 75A-87 merely end the period as to which such approvals are vested against subsequent changes in applicable law. (e) Upon the expiration or termination of this Agreement for any reason, the City and Owner and its successors and assigns agree to cooperate and execute any document reasonably requested by the other party to remove this Agreement from the public records as to the Property or any applicable portion thereof. 4.3 Assignment. Owner shall have the right to transfer or assign the Property, in whole or in part, to any person, entity (public or private), partnership, joint venture, firm or corporation at any time during the term of this Agreement; provided, however, that except as provided in Section 4.4 of this Agreement the rights of Owner under this Agreement may not be transferred or assigned unless the written consent of the Council is first obtained and any transfer or assignment of the rights under this Agreement shall include in writing the assumption of the duties, obligations, and liabilities arising from this Agreement if the City grants written consent to transfer the rights. The rights of the Owner hereunder shall not be subject to assignment by attachment, execution, or proceedings under any provision of the Bankruptcy Act, and any such assignment or transfer shall be wholly void and of no force and effect unless such written consent thereto be obtained from the Council. Such transfer or assignment shall not relieve Owner of any duty, obligation or liability to City without the consent of the City. During the term of this Agreement, any approved assignee or transferee of the rights under this Agreement shall observe and perform all of the duties and obligations of Owner contained in this Agreement as such duties and obligations pertain to the portion of the Property transferred or assigned. Any and all approved successors and assignees of Owner shall have all of the same rights, benefits, duties, obligations, and liabilities of Owner under this Agreement. If the Property is subdivided, any subdivided parcel may be sold, mortgaged, hypothecated, assigned, or transferred to persons for ownership, investment, use or development by them in accordance with the provisions of this Agreement. 4.4 Assignment to Controlled Assignee. Notwithstanding the above, consent shall not be required in connection with a Permitted Transfer (as herein defined) provided Council is notified of such Permitted Transfer and furnished with copies of the fully executed instruments effectuating same within fifteen (15) business days after the effective date thereof. For purposes hereof, the capitalized terms used herein shall be defined as follows: (i) "Permitted Transfer" shall mean transfer of the Property and/or Transfer (defined below) of direct or indirect interests in Owner if, following the transfer (a) the Property remains under the Legal Control (defined below)Steadfast Residential Properties, a , or (b) foreclosure pursuant to the provisions of Section 8.5 ofthis Agreement. (ii) "Legal Control" shall mean the power or authority, directly or indirectly through one or more intermediaries, through the ownership of voting securities, by contract or otherwise, to direct the management, activities or policies of such person or entity. (iii) "Transfer" shall mean any change in the direct or indirect members, partners, shareholders or principals in the ownership of an entity or other ownership components of such entity. 5 75A-88 4.5 Amendment or Cancellation of Agreement. This Agreement may be amended from time to time or cancelled by the mutual consent of the parties, but only in the same manner as its adoption by an ordinance as set forth in Government Code Section 65868; provided, however, that as specified in Section 5.5.1 of this Agreement the Executive Director may approve one or more minor changes in the Project only to the extent that such changes are not required by State law or the City Municipal Code to be decided by the Zoning Administrator, Planning Commission (or other City Commission) or City Council. 4.6 Enforcement. Notwithstanding Government Code Section 65865.4, this Agreement is enforceable by any party to the Agreement in any manner provided by law. The remedies provided in Section 8.4 of this Agreement shall not include, and City shall not be liable for, any action in damages or any costs or attorney's fees resulting from any dispute, controversy, action or inaction, or any legal proceeding arising out of this Agreement. 4.7 Hold Harmless. Property Owner agrees to and shall hold the City, its officers, agents, employees, consultants, special counsel, and representatives harmless from liability: (1) for damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct or indirect operations of the Property Owner or its contractors, subcontractors, agents, employees, or other persons acting on its behalf which relate to the Project; and (2)- from any claim that damages, just compensation, restitution, judicial or equitable relief due by reason of the terms of or effects arising from this Agreement, other than a breach by the City of its obligations hereunder. Property Owner agrees to pay all costs for the defense of the City and its officers, agents, employees, consultants, special counsel, and representatives regarding any action for damages, just compensation, restitution, judicial or equitable relief caused or alleged to have been caused by reason of Property Owner's actions in connection with the Project, any third party claims arising out of this Agreement, or any approval or certification by the City relating to the Project. This 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 due by reason of the terms of, or effects, arising from this Agreement or any approval or certification by the City relating to the Project, regardless of whether or not the City prepared, supplied or approved this Agreement, plans or specifications, or both, for the Project. The Property Owner further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, excluding fees and costs for special counsel to be selected by the City or other outside counsel or consultants, if any, regarding any action by a third party challenging the validity of this Agreement or any approval or certification by the City relating to the Project, or asserting that damages, just compensation, restitution, judicial or equitable relief is due to personal or property rights 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. 4.8 Binding Effect of Agreement. To the extent not otherwise provided in Section 4.3 of this Agreement, the burdens of the Agreement bind, and the benefits of the Agreement inure, to the parties' successors in interest. 6 75A-89 4.9 Relationship of the Parties. The contractual relationship between the City and Owner arising out ofthe Agreement is one of independent contractor and not agency. This Agreement does not create any third party beneficiary rights. 4.10 Notices. 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 telefacsimile in the manner provided in this Section, to the following persons: If to the City, to: City Manager City of Santa Ana 20 Civic Center Plaza M-31 P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-6954 and, City Attorney City of Santa Ana 20 Civic Center Plaza M-29 P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-6515 If to Owner, to: Steadfast Courtyards, L.P. c/o Steadfast Companies 20411 S.W. Birch Street Suite 200 Newport Beach, California 92660 Attn: Brian Lucas telefacsimile (949) 852-0143 with a copy to: Manatt, Phelps & Phillips, LLP 11355 West Olympic Boulevard Los Angeles, CA 90064-1614 Attn: Timi Anyon Hallem, Esq. telfacsimile: (310) 312-4224 A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and 7 75A-90 transmitted to the new address. If sent by mail, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County, or city holidays shall be excluded. 5. DEVELOPMENT OF THE PROPERTY. 5.1 Existing Rules, Regulations and Policies. The rules, regulations and official policies governing the permitted use(s) of the Property, with respect to and only with respect to the permitted usee s), density, height, size of structures and intensity of use of the Property, and provisions for reservation or dedication ofland for public purposes and any other exactions or mitigation measures applicable to the Project shall be those rules, regulations, and policies applicable to the Property as of the Effective Date, including those set forth in District Plan No. 79, as amended concurrently herewith. 5.1.1 Phasing ofthe Project. The City agrees and acknowledges that the Project is to be constructed in one single phase. 5.1.2. Non-application of Changes in Applicable Rules. Any change in, or addition to, the General Plan, zoning ordinance, subdivision ordinance, or building regulation adopted or becoming effective after the Effective Date, including, without limitation, any such change by means of ordinance, initiative, referendum, resolution, motion, policy, order or moratorium, initiated or instituted for any reason whatsoever, however denominated, and adopted by the City Council, Planning Commission or any City Agency, or by the electorate, as the case may be, which would, absent this Agreement, otherwise be applicable to the Project and which would conflict with the approvals granted to the Project as referenced in Section 2.4, shall not be applied to the Project, except as provided in Sections 5.2 through 5.7 of this Agreement. 5.1.3 Offsite Mitigation Measures. The parties acknowledge and agree that the offsite mitigation measures which must be funded or constructed by Owner are as set forth in Exhibit D to this Agreement. 5.1.4 Limit on Fast Food and Take Out Restaurants. At no time during the term of this Agreement shall the Project include retail space which is devoted to "fast food" and "take out" restaurants. For purposes of this Agreement, a restaurant shall not be deemed to be a "fast food" or "take out" restaurant ifit provides sit-down dining areas and primary table service for ordering and delivering meals and beverages, and take out service ancillary to such services. 8 75A-91 5.15 Point of Sale for Construction Materials. Owner acknowledges and agrees that Owner shall use good faith commercially reasonable efforts, at no additional cost or expense to Owner, to cause the "point of sale" for sales tax purposes for all purchases of building or construction materials for the Project, including all related goods and services, to be the City of Santa Ana. Notwithstanding the foregoing, City and Owner each acknowledge and agree that Owner shall have no obligation to cause the City of Santa Ana to be the "point of sale" for such purchase if doing so is likely to result in Owner's incurrence of material additional cost or expense that Owner would otherwise not have incurred. 5.2 Exclusion from Existing Rules, Regulations and Policies. Pursuant to Government Code Section 65866, and Pardee Construction Co. v. City of Camarillo (1984) 37 Ca1.3d 465, 208 Cal.Rptr. 228, 690 P.2d 701, the City retains the right to enact police power regulations on matters not covered by this Agreement, including without limitation the following ("Reserved Powers"): a. Municipal laws and regulations which, Owner hereby agrees and acknowledges, do not and shall not be interpreted to interfere with Owner's vested rights to develop and use the Property in accordance with this Agreement. Owner and its successors and assigns and all persons and entities in occupation of any portion of the Property shall comply with such non-conflicting laws and regulations as may from time to time be enacted or amended hereafter. Specifically, but without limitation on the foregoing, such non-conflicting laws and regulations include the following: (1) Existing taxes, assessments, fees and charges, except as otherwise specifically provided in this Agreement; (2) Building, electrical, mechanical, fire and similar codes based upon uniform codes incorporated by reference into the Santa Ana Municipal Code; (3) Laws, including zoning code provisions, which regulate the manner in which business activities may be conducted or which prohibit any particular type of business activity on a city-wide basis; and (4) Procedural rules of general City-wide application. b. No vested rights as to any requirements in this Section 5.2 either as to existing or future regulations, ordinances, policies, and plans are hereby conferred. 5.3 Design and Construction Standards and Specifications. The design and construction standards and specifications for all Project construction, shall be subject to applicable design standards and guidelines, including without limitation SD-79 and Chapter 41 of the Santa Ana Municipal Code, in effect at the time that any development approval shall be sought for the Project or any unit or structure contained within the Project. 5.4 Retention of Use of Property As Public Parking Lot. Owner agrees to retain the use of the Property as a public parking lot until it commences construction of the 9 75A-92 Project; provided, however, that Owner may close part or all of the public parking lot so long as it necessary to perform testing on the Property necessary for geotechnical or foundation purposes, or to investigate whether hazardous materials may exist on the Property. The limitation of this Section 5.4 shall expire and be of no further force and effect upon Owner's commencement of construction on the Property pursuant to a City issued demolition, foundation or building permit. 5.5 Future Discretionary Approvals. This Agreement shall not prevent the City, when considering requests for discretionary approvals not covered by this Agreement subsequent to the Effective Date from applying new rules, regulations, and policies which are applicable to the Property, including but not limited to, material changes in the general plans, specific plans, zoning, subdivision or building regulations, nor shall this Agreement prevent the City from denying or conditionally approving any subsequent applications for discretionary land use entitlements based on such existing or new rules, regulations, and/or policies; provided however, that such new rules, regulations, and official policies are of general application to all development within the City and are not imposed solely with respect to the Property. In addition, this Agreement shall not prevent the City from exercising its police power to protect the health, safety, and welfare of the public. This police power, exercised in accordance with Section 5.2 ofthis Agreement, is paramount to any rights or obligations created or existing between the parties. 5.5.1 Minor Changes. Upon application of Owner, the Executive Director may approve minor modifications to the discretionary approvals vested pursuant to this Agreement, provided that such changes are consistent in scope and intention with such approvals. The Executive Director has the sole and absolute discretion to determine what constitutes a "minor modification." 5.6 Processing Fees. All fees and charges intended to cover the City's costs associated with processing development ofthe Property, including but not limited to fees and charges for applications, processing, inspections, plan review, plan processing, and/or environmental review, which are existing or may be revised or adopted during the term ofthis Agreement, shall apply to the development of the Property. 5.7 Amendments or Additions to Citywide Fee Programs. This Agreement shall not preclude the inclusion of and changes to fee programs, taxes whether special or general, or assessments (hereafter collectively referred to as "fees") adopted by the City after the Effective Date, which shall be applicable to the Project or the Property provided that they (1) are standard fees applicable to all development in the City (although actual fee rates may vary within the City where bona fide Citywide fee zones have been established), (2) are not applicable primarily or only to this Project, or (3) are not imposed to either (a) mitigate, offset or compensate for Project impacts which were analyzed in the mitigated negative declaration prepared for the Project, or (b) duplicate any exactions, project design features, conditions of approval, Agreements, or mitigation measures contained in the Development Plan or this Agreement. 5.8 Development, Construction and Completion of Work of Public Art. In consideration for the extraordinary and significant benefits to the City set forth in this Agreement, the Owner has been legally vested under Section 5.1 with regard to the permitted uses ofland, density, and intensity of use, Owner shall include within the Project at one or more 10 75A-93 prime locations visible to the public from currently existing public right-of-way, one or more permanent works of public art (the "Public Art"). The Owner shall design and/or construct the facilities specified below prior to the corresponding triggering event specified in Section 5.8.1 below. The Public Art shall conform in all respects to Exhibit C of this Agreement, the "Public Art Locational Plan." 5.8.1 Work of Public Art. F::Jcilities to He ronstmdeci Triggering Event (P g, New TTse or New Are::J) Prior to issuance of first Building Permit 1. Submit Final Design of Public Art. Final design must conform to Public Art Locational Plan. 2. Install Public Art. Prior to the City's issuance of Certificate of Use and Occupancy for any building. With respect to the Final Design, Owner shall complete all construction and development, shall submit all plans, drawings, and other documents, and perform all of its obligations under this Agreement within the times specified above. During periods of construction of the work of public art encompassed in the Public Art Locational Plan, Owner shall submit to the City a written report of the progress of the construction when and as reasonably requested by the City. The report shall be in such form and detail as may be reasonably required by the City, and shall include a reasonable number of construction photographs (if requested) taken from the last report by Owner. Development scheduling or date or times of performance may be subject to revision from time to time if first mutually agreed to in writing. Such revisions do not constitute amendments requiring further notice and public hearing. 5.8.2 Inclusionary Housing Fee. Owner shall pay to the City the sum of $3,000.00 per residential unit (or live-work unit) as a condition of issuance of each building permit. The Inclusionary Housing Fee shall be used by the City for planning (including but not limited to preparation of one or more elements of its general plan or for zoning amendments), conceptual design, final design, bid preparation, award of bid, property appraisal, property acquisition, relocation, lost goodwill, and/or construction of new or substantially rehabilitated existing affordable housing in the City. 5.8.4. Park Development Fee. The Owner shall pay an "in lieu" fee in furtherance of the standard established by section 34-200 et seq. of the Santa Ana Municipal Code, in an amount equal to $345,800.00 (209.1 square feet of park space per residential unit x $36.75 per square foot x 45 residential units); provided, however that the fee may be increased yearly by the average rate of increase in land costs in the City of Santa Ana, as that increase is established by the annual change in the "Construction Cost Index-Los Angeles," published by Engineering News-Record, or substitute index chosen by the Executive Director should this index is discontinued. The fee shall be paid prior to issuance of the first building permit for that 11 75A-94 Project. The City shall use not more than twenty five percent (25%) of the Park Development Fee for the acquisition of the land for parks and the construction of capital improvements and deferred maintenance at existing parks at any location within the City and not less than seventy five percent (75%) of the In Lieu Park Development Fee shall be utilized by the City in the Quadrant of the City (as set forth in the City's Park A & D Fee Program) in which the Project is located, with priority given to Santiago Park. 5.8.5 Covenants, Conditions, and Restrictions. Covenants, Conditions, and Restrictions (CC&R's) must be provided and approved by the Executive Director for the project prior to the issuance of the first building permit. Such CC&R's must contain at a minimum, the following: (1) No more than four residents per residential or live-work unit; except that there shall be no more than five residents per two bedroom residential unit. (2) All residential and live-work units shall not be sold by the original buyer for one year from his or her close of escrow, unless the original buyer is transferred out of the Southern California region. (3) Use Restriction for Live-Work Units. The live-work units in the Project must remain as a live-work community. The work component shall be limited to one of the allowable uses as specified in the Specific Development (SD-79) zoning district. (4) Repair of common areas, stairs, FF &E and walls will be specified in the CC&R's in the event of damage. (5) The CC&R's shall provide notice to prospective owners of the urban character of the City and this area, including but not limited to the permitted uses of the property and buildings in the immediate area of the development (e.g.., Bowers Museum of Cultural Art, day spa, Saint Joseph's Ballet, Kidseum, carwash, Main Place Regional Shopping Mall, and surrounding property zoned and/or devoted to commercial use), and shall provide a release of all claims against the City which may arise from or relate to the disclosed matters. (6) The CC&R's shall reflect that ground floor space in the live-work units shall be restricted to work/retail activities. (7) The CC&R's shall reflect that patios and balconies shall not be utilized for the storage of household items, except (A) furniture designed for outdoor use, (B) barbecues, and (C) plants including plant racks and stands. 12 75A-95 (8) Terms and Content: i. CC&R's are to be in effect for an initial period of ninety- nine years and then automatically expanded for successive one hundred year periods unless terminated by the joint consent of the City and not less than seventy five percent of those entitled to vote. ii. Any proposed material modifications to the CC&R's which affect the provisions described in this Section 5.8 shall require written approval by the Executive Director 5.9 Responsibility For Costs of Work Of Public Art. The City and Owner agree that Owner shall be responsible for all costs associated with the design, construction, maintenance and repair of the work of public art provided for in the Public Art Locational Plan. 5.10 City to Receive Contract Documents. Owner shall furnish the City, upon written request, copies of contracts and supporting documents relating to the work of public art. 5.11 Conditions of Discretionary Approvals. The requirements imposed as conditions of any discretionary approval received through the City's existing regulatory process shall be governed by the terms of those approvals, and in no event shall such conditions be affected by the termination, cancellation, rescission, revocation, or default or expiration of this Agreement. 5.12 Moratoria. In the event an ordinance, resolution or other measure is enacted, whether by action of the City, by initiative, or otherwise, which relates to the rate, amount, timing, sequencing, or phasing of the development or construction of the Project on all or any part of the Property or the implementation or construction of a mitigation measure, the City agrees that such ordinance, resolution or other measure shall not apply to the Project, the Property or this Agreement. 5.13 Compliance With Governmental Requirements. Owner shall carry out the design, construction, and operation of the Project in substantial conformity with all applicable laws, ordinances, statutes, codes, rules, regulations, orders, and decrees of the United States, the State of California, the County of Orange, the City, or any other political subdivision in which the Property is located, and of any other political subdivision, agency, or instrumentality exercising jurisdiction over the City, the Owner or the Property, including all applicable federal, state, and local occupation, safety and health laws, rules, regulations and standards, applicable state and labor standards, applicable prevailing wage requirements, the City zoning and development standards, City permits and approvals, building, plumbing, mechanical and electrical codes, as they apply to the Property and the Project, and all other provisions of the City and its Municipal Code (as they apply to the Property and the Project), and all applicable disabled and handicapped access requirements, including, without the limitation, the Americans With Disability Act, 42 U.S.C. S 12101 et seq., Government Code S 4450 et seq., and the Unruh Civil Rights Act, Civil Code S 51 et seq. ("Governmental Requirements"). 13 75A-96 6. ANNUAL REVIEW. 6.1 City and Owner Responsibilities. The City shall, at least every twelve (12) months during the term of this Agreement, review the extent of good faith substantial compliance by Owner with the terms of this Agreement. Pursuant to Government Code Section 65865.1, as amended, Owner shall have the duty to demonstrate by substantial evidence its good faith compliance with the terms of the Agreement at the periodic review. 6.2 Review Letter. If Owner is found to be in compliance with the Agreement after the annual review set forth in Section 6.1 above, the City shall, upon written request by Owner, issue a Review Letter to Owner (the "Letter") stating that based upon information known or made known to the City Council, the City Planning Commission and/or the City Executive Director, the Agreement remains in effect and Owner is not in default. Owner may record the Letter in the Official Records of the County of Orange. 6.3 Failure of Periodic Review. City's failure to review at least annually Owner's compliance with the terms and conditions ofthis Agreement shall not constitute or be asserted by any party as a breach ofthe Agreement by Owner or City. 7. DEFAULT. 7.1 Owner Events of Default. Property Owner is in default under this Agreement upon the happening of one or more of the following events or conditions (each, an "Owner Event of Default"): (1) If a material warranty, representation, or statement made or furnished by Property Owner to the City is false or proves to have been false in any material respect when it was made; or (2) A finding and determination made by the City following a periodic review under the procedure provided for in Government Code Section 65865.1 and Section 6.1 of this Agreement that upon the basis of substantial evidence the Property Owner has not complied in good faith with one or more of the material terms or conditions of this Agreement; (3) Failure to comply with Governmental Requirements; (4) Any other event, condition, act, or omission which materially interferes with the intent and objectives of this Agreement. 7.2 Procedure upon Default. (1) Upon an Owner Event of Default, the City through the Executive Director shall submit to Owner, a written notice of default, in the manner provided in Section 4.10, identifying with specificity the nature of the alleged default and, when appropriate, the manner in which said default may be satisfactorily cured. Upon receipt of the notice of default, the Owner shall cure the identified default(s) at the earliest reasonable time after receipt of the notice of 14 75A-97 default and shall complete the cure in any event not later than one hundred and twenty (120) days after receipt of the notice of default, or such longer period as is reasonably necessary to remedy such default(s), provided that the Owner shall continuously and diligently pursue such remedy at all times until such default( s) is cured. If Owner has failed to remedy or diligently proceed to remedy such default(s) after proper notice and expiration of said one hundred and twenty (120) day cure period or such extended period as provided herein, the City may terminate or amend this Agreement in accordance with the procedure adopted by the City. Failure or delay in giving notice of default- shall not constitute a waiver of any default, nor shall it change the time of default. (2) If after the cure period has elapsed, the Executive Director finds and determines that Owner has not cured the default pursuant to this Section 7.2, Owner shall be entitled to appeal that finding and determination to the City Council by filing an appeal with the City Clerk, if at all, within fourteen (14) days after the mailing of such finding and determination to Owner, or its successors, transferee, and/or assignees, as the case may be. The City Council shall act upon the finding and determination of the Executive Director within ninety (90) days after the filing of such appeal. In the event of a finding and determination that all defaults are cured, there shall be no appeal by any person or entity. (3) The City does not waive any claim of defect in performance by Property Owner, if on periodic review the City does not propose to modify or terminate this Agreement. (4) Non-performance shall not be excused because ofa failure ofa third person. (5) An express repudiation, refusal, or renunciation of the contract, if the same is in writing and signed by the Owner, shall be sufficient to terminate this Agreement and a hearing on the matter shall not be required. (6) Adoption of a law or other governmental activity making performance by the Owner unprofitable or more difficult or more expensive does not excuse the performance of the obligation by the Property Owner. (7) All other remedies at law or in equity which are not inconsistent with the provisions of this Agreement are available to the parties to pursue in the event there is a breach. 7.3 Damages upon Termination. In no event shall Property Owner be entitled to any damages against the City upon termination of this Agreement for an Owner Event of Default. 7.4 Institution of Legal Action. In addition to any other rights or remedies, either party may institute legal action to cure, correct, or remedy any default or breach, to specifically enforce any covenants or Agreements set forth in the Agreement, or to enjoin any threatened or attempted violation of the Agreement; or to obtain any remedies consistent with the purpose of the Agreement. Legal actions shall be instituted in the Superior Court of the County 15 75A-98 of Orange, State of California, or in the Federal District Court in the Central District of California, Southern Division. 8. ENCUMBRANCES AND RELEASES ON PROPERTY. 8.1 Discretion to Encumber. This Agreement shall not prevent or limit Owner, in any manner, at Owner's sole discretion, from encumbering the Property or any portion of the Property or any improvement on the Property by any mortgage, deed of trust, or other security device (or any number of them) securing financing with respect to the Property or its improvement (any such encumbrance, a "Mortgage"). 8.2 Entitlement to Written Notice of Default. The mortgagee of a mortgage or beneficiary of a deed of trust encumbering the Property or any part thereof and their successors and assigns ("Mortgagee") shall, upon written request to the City, be entitled to receive from the City written notification of any Owner Event of Default. 8.3 Performance of Covenants. The Mortgagee shall have the right, but no obligation, to perform any term, covenant or condition and to remedy any Owner Event of Default hereunder within the time periods specified herein, and the City shall accept such performance with the same force and effect as if furnished by the Owner; provided, however, that said Mortgagee shall not thereby or hereby be subrogated to the rights of the City. 8.4 Default by the Owner. In the event of an Owner Event of Default that has not been cured by the Owner or as to which there is no cure period hereunder, the City agrees not to terminate this Agreement (1) unless and until the City provides written notice of such default to any Mortgagee and such Mortgagee shall have failed to cure such Owner Event of Default within ninety business days after the later of delivery of such notice or expiration of any applicable Owner cure period, and (2) as long as: (a) In the case of an Owner Event of Default that cannot practicably be cured by the Mortgagee without taking possession of the Property (which defaults shall not include defaults "not susceptible of being cured" as defined below), (x) the Mortgagee has delivered to the City, prior to the date on which the City shall be entitled to give notice of termination, a written instrument wherein the Mortgagee unconditionally agrees that (subject to such delays as may be incident to obtaining a relief from stay in the case of a bankruptcy/dissolution event) it will commence and diligently pursue cure of such Owner Event of Default promptly following its obtaining possession and; (y) said Mortgagee shall proceed diligently to obtain possession of the Property (including possession by receiver) (subject to such delays as may be incident to obtaining a relief from stay in the case of a bankruptcy/dissolution event) and, upon obtaining such possession, shall proceed diligently to cure such Owner Event of Default; and (b) In the case of an Owner Event of Default that is not susceptible to being cured by the Mortgagee, the Mortgagee shall institute foreclosure proceedings and diligently prosecute the same to completion (subject to such delays as may be incident to obtaining a relief from stay in the case of a bankruptcy/dissolution event) (unless in the meantime it shall acquire the Owner's right, title and interest hereunder, either in its own name or through a 16 75A-99 nominee, by assignment in lieu of foreclosure) and upon such completion of acquisition or foreclosure such Owner Event of Default shall be deemed to have been cured. The Mortgagee shall not be required to obtain possession or to continue in possession as Mortgagee of the Property pursuant to Subsection 8.4(a) above, or to continue to prosecute foreclosure proceedings pursuant to Subsection 8.4(b) above, if and when such Owner Event of Default shall be cured. Nothing herein shall preclude the City from exercising any of its rights or remedies with respect to any other Owner Event of Default during any period of such forbearance, but in such event the Mortgagee shall have all of its rights provided for herein. If the Mortgagee, its nominee, or a purchaser in a foreclosure sale, shall acquire title to Owner's right, title and interest hereunder and shall cure all Owner Events of Defaults that are susceptible of being cured by the Mortgagee or by said purchaser, as the case may be, then prior Owner Events of Default that are not susceptible to being cured by the Mortgagee or by said purchaser shall no longer be deemed Owner Events of Default hereunder. Except as set forth herein, nothing contained herein shall require any Mortgagee to cure any Owner Event of Default. 8.5 Foreclosure. Foreclosure of any Mortgage, or any sale thereunder, whether by judicial proceedings or by virtue of any power contained in a Mortgage, or any conveyance of the Project from the Owner to a Mortgagee or its designee through, or in lieu of foreclosure or other appropriate proceedings in the nature thereof, shall not require the consent of the City or constitute a breach of any provision of or a default under this Agreement; and upon such foreclosure, sale or conveyance the City shall recognize the purchaser or other transferee in connection therewith as the Owner hereunder provided that such purchaser or transferee assumes, subject to the terms of Section 8.4 above, each and all of the obligations of the Owner hereunder pursuant to an assumption agreement satisfactory to the City. If any Mortgagee or its nominee or assignee shall acquire the Owner's right, title and interest hereunder as a result of a judicial or nonjudicial foreclosure under any Permitted Mortgage, or by means of a deed in lieu of foreclosure, or through settlement of or arising out of any pending or contemplated foreclosure action, such Mortgagee shall thereafter have the right to assign or transfer the Owner's right, title and interest hereunder to an assignee upon obtaining the City's consent with respect thereto, which consent shall not be umeasonably withheld or delayed. Upon such acquisition of the Owner's right, title and interest hereunder as described in the preceding sentence by either Mortgagee, or the assignee or nominee of Mortgagee, or the purchaser from Mortgagee, assignee or nominee, the City shall immediately execute and deliver a new agreement or amend this Agreement with such party, upon the written request therefor by such party given not later than one hundred twenty (120) days after such party's acquisition of the Owner's right, title and interest hereunder. Subject to the terms of Section 8.4 above, such new agreement or amended Agreement shall be substantially the same in form and content to the provisions of this Agreement, except with respect to the parties thereto, and the elimination of any requirements which have been fulfilled by the Owner prior thereto, and said agreement shall have priority equal to the priority of this Agreement. Upon execution and delivery of such new agreement or amended Agreement, the City shall cooperate with the new owner, at the sole expense of said new owner, in taking such action as may be necessary to cancel and discharge this Agreement and to remove Owner named herein from the Property. 17 75A-100 8.6 Releases. The City agrees that upon written request of Property Owner and payment of all fees and performance of the requirements and conditions required of Owner by this Agreement with respect to the Property, or any portion thereof, the City shall execute and deliver to Owner appropriate release(s) of further obligations imposed by this Agreement in form and substance acceptable to the Orange County Recorder or as may otherwise be necessary to effect the release. 9. MISCELLANEOUS PROVISIONS. 9.1 Rules of Construction. The singular includes the plural; the masculine gender includes the feminine; "shall" is mandatory; "may" is permissive. If there is more than one signer of this Agreement, their obligations are joint and several. 9.2 Entire Agreement, Waivers and Amendments. This Agreement constitutes the entire understanding and Agreement of the parties with respect to the matters set forth in this Agreement. This Agreement supersedes all negotiation or previous Agreements between the parties respecting this Agreement, including without limitation the Original Agreement. All waivers of the provision of this Agreement must be in writing and signed by the appropriate authorities ofthe City or of Owner. All amendments to this Agreement must be in writing signed by the appropriate authorities of the City and Owner, in a form suitable for recording in the Official Records of Orange County, California. Within ten (10) days following the Effective Date, a copy of this Agreement shall be recorded in the Official Records of Orange County, California. Upon the completion of performance ofthis Agreement or its revocation or termination, an appropriate Certificate of Completion acknowledging such occurrence signed by the appropriate agents of Owner and the City shall be recorded in the Official Records of Orange County, California. 9.3 Project as a Private Undertaking. It is specifically understood by the parties that: (a) the Project is a private development for purposes of Govemment Code Section 65864 et seq.; (b) the City has no interest in or responsibilities for or duty to third parties concerning any improvements to the Property or in connection with the Project; and (c) Owner shall have the full power and exclusive control of the Property subject to the obligations of Owner set forth in this Agreement. 9.4 Incorporation of Recitals. The Recitals set forth in Section 1 of this Agreement are part of this Agreement. 9.5 Captions. The captions of this Agreement are for convenience and reference only, and shall not define, explain, modify, construe, limit, amplify, or aid in the interpretation, construction, or meaning of any of the provisions of this Agreement. 9.6 Consent. Where the consent or approval of a party is required in or necessary under this Agreement, the consent or approval shall not be unreasonably withheld. 18 75A-101 9.7 Covenant of Cooperation. The parties shall cooperate with, deal with each other in good faith, and assist each other in the performance of the provisions of this Agreement. 9.8 Time of Essence. Time is of the essence for each provision of this Agreement of which time is an element. 9.9 Conflicts of Law. In the event that state or federal laws or regulations enacted after this Agreement has been entered into or the action or inaction of any other affected governmental jurisdiction prevent or preclude compliance with one or more provisions of this Agreement or require changes in plans, maps, or permits approved by the City, the parties shall provide the other party with written notice of such state or federal restriction, provide a copy of such regulation or policy, and a statement of conflict with the provisions of this Agreement. The parties shall, within thirty (30) days, meet and confer in good faith in a reasonable attempt to modify this Agreement to comply with such federal or state law or regulation. Thereafter, regardless of whether the parties reach an Agreement on the effect of such federal or state law or regulation upon the Agreement, the matter shall be scheduled for hearing before the Council. Public notice of such hearing shall be given pursuant to Government Code Section 65854.5. The City Council, at such hearing, shall determine the exact modification or suspension which shall be necessitated by such federal or state law or regulation pursuant to Government Code Section 65869.5. At the hearing Owner shall have the right to offer oral and written testimony. 9.10 No Reliance By One Party On The Other. Each party has received independent legal advice from its attorneys with respect to the advisability of executing this Agreement and the meaning of the provisions hereof. In addition, the provisions of this Agreement shall be construed as to their fair meaning, and not for or against any party based upon any attribution to such party as the source of the language in question. 9.11 Arms Length Transaction. Each party represents and warrants to the other the following: it has carefully read this Agreement, and in signing this Agreement it does so with full knowledge of any rights which it may otherwise have, and it has freely signed this Agreement without any reliance upon any agreement, promise, statement or representation by or on behalf of the other party or its agents, employees, or attorneys, except as specifically set forth in this Agreement, and without duress or coercion, whether economic or otherwise. 9.12 Recording. The Clerk of the Council shall cause a copy ofthis Agreement to be recorded with the Office of the County Recorder of Orange County, California, within ten (10) days following the Effective Date. 19 75A-102 IN WITNESS WHEREOF, this Agreement has been executed by the City of Santa Ana, acting by and through its City Manager, pursuant to Ordinance No. NS- , authorizing such execution, and by Property Owner. Dated this _ day of ,2005. THE CITY OF SANTA ANA By DA VrD N. REAM City Manager Approved as to Form: By JOSEPH W. FLETCHER City Attomey STEADFAST COURTYARDS, L.P., A Califomia Limited Partnership ,\'(;(( \ ~ ~~lJ\{~ Title: .) ': 20 75A-103 STATE OF CALIFORNIA ) ) ss. COUNTY OF ORANGE ) On this day of , 200 , before me, , a Notary Public in and for said state, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the City Manager of THE CITY OF SANTA ANA, the charter city that executed the within instrument, known to me to be the person who executed the within instrument on behalf ofthe municipal corporation therein named, and acknowledged to me that such municipal corporation executed the within instrument pursuant to its bylaws or a resolution of its City Council. WITNESS my hand and official seal. NOTARY PUBLIC STATE OF CALIFORNIA ) ) ss. COUNTY OF LOS ANGELES ) On this day of , 200_, before me, , a Notary Public in and for said state, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the of ., the that executed the within instrument, known to me to be the person who executed the within instrument on behalf of the municipal corporation therein named, and acknowledged to me that such municipal corporation executed the within instrument pursuant to its bylaws or a resolution of its Board. WITNESS my hand and official seal. NOTARY PUBLIC 75A-104 EXHIBIT A Property Legal Description Orange County Assessors Parcel Numbers 002-162-05, 002-162- 06,002-162-07,002-162-30,002-162-31, 002-162-32, 002-162-33 and 002-162-34 75A-105 I , I , j , I , j , t--+----------- ""J 0 ,t',..t'll' 929 aUO<f400tZ'vtli/:9Z9 !i r I, r, :Hj'jlllj "I Ill' !!plll' j'_'1 I l! l,l.rl .}"- . 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A' or GEOPPER'S ADDITION RECORDED IN aOOK 21, PAGE 98 Of MISCELLANEOUS RECORDS Of LOS ANGELES COUNTY; TOGE1HER 1'111H A PORlION Of 1HE LAND ALLOffiD TO 'MWAM FERGUSON IN 1HE DECREE Of PARlITlON Of 1HE RANCHO SANlIAGO DE SANTA ANA. RECORDEO IN aOOK "a" or JJDGEMENlS or 1HE 171H JJOIOAL OISlRlCT COURT Of CAUFORNIA. 1900 MAIN STREET, SANTA ANA, CA APN; 002-162-05,06.07, AND 30-34 JUNE 2005 SCALE: 1" 30' OWNER COWWUNI1Y R[[)( t ~j!C.,~j, A W\JN!CF Al CORP ENGINEER ~~~,,""Jl~A~~C. 1?'\...Al;EH1IA. CA 92870 b~rs~:-~NUEr:.~ 21537 EXP. 9-30-05 NOTE: lHIS SUBa'vtSlON IS SUB..EC1 TO NEW CO'.{NAHlS,. CONDfTl()5. AND RESTRICnONS. ""'01 ARE TO ADDRESS JNGRESS-[GRESS, PARXING. DRAlNAl>t. ?RIVAl[ UllUllE5. EUERtENCY 'rUI1CtI ACC(SS AND I.N<<)SCAPlNG TO BE: RECORDED PRIOR TO ~ CCtlCURRfNllY WI1H fWAl WAP 16848.. AGOICY Cf" THE an Cf" SANTA NY.. AND P<t.J1JC AS TO PARens THE em cr SANTA MA A AS TO PARca 6. ill ~~"'\SD~~}d~~JillEl9.Rroos~~ Tl11.E LEGAl DESCRIPTION. 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I ::::- a ;;'F;;:;)fY"t r , so I ;;; 1'-<': "'";< ->1 ~ t gl ~ ';"'3' a, ~ I I ti::t.(.l.<.'.I.d4:.t(..!I_~ ~ ~ _DFK~ ._ U"'-'~ \ '~~~:'-f~~;~" _~_ "'X~!I' ~ ^ _____ - _~~_ -- - -----:-l 'V in N8911'On . ~ .;-..=.c ==-=:::..-=- I<l :==-,. -=-=-=-==--4:~(:.:,_ -""_ ",' l '.Iv ----r- -T -- ---- ----.~ ~ r 30'1/ ro -.-----.: ""''',J! ;Ii , ! ~ i . STATEMENT Of lMPXova.ea AND P\J8UC l1T1lffiES 1. REF'I..JaWENT lJ' EXIS1NG sa:WAUCS FlU IIJTH (W W.\H 51.. 5' ADJAC{Nl 10 1.0." ~ 19TH IN) 2(JlH ST. 2. JrrEW 0JRlI IUWS CN 191M AND 20nI ST. AT WAIN S1. J. t€W n.u DfY1H REctJrIS1RI.lC1IO (F PA.\UlDIT lJ\I 19lH AND 2(ffil; SlREET FRQIIEDGECf"Q1TJDl:ltIc'LCf'SlHErT. 4. Q.Q& EXISlIIC DWY CII "m AN) 201H ST. CC*SlR\JCl NEW DW'f' CN 20lH ST. AT GNtf.Cl. ENlRANCl 5. I.N)[RGR(UIJ EXISlJrfG t.KS N..ctIG samt SID( CF 201H ST. TO lIIEST Pfta>tRTY LK AHD lHlERGRCUID Cl\OltVD LN:S AUJtG M llIES1 PRCP(RT'f LK. l. ALL lIlU1C -.L eE UNDf".RGRl>>ID TO SlE. 7. 1€W FJl[ HTORANT CJ4 19lH SlREEl llEST f:F PRCPERTT IP€ CONSTRUCTION NOTES CD POt CI' DOMESDC WAlER SEJMC[ l%> POC (J' RRlCATICN WATER stR\4a: CIl POC (f" SOI[R LAlERAl TO SOlER (!) POCCFm~~ DESIGN DEVfLOPMENT 100% DATED; 07/08/05 1 I I I I ( \~, I L ( ~ <( N ..... o "51: ..... ..... ! ], ~ '-- ~~ ~ ~~ ~fj ~~ :1;- ~ L{) o o N -- co o -- 0> o 0) :: "0 N I n. <( ~ I- Z W I- en n. c:( ~ -- '<:t o ..... o co 0> L{) -:-: ...J EXHIBIT C Public Art Locational Plan 1. Public art valued at one-half of one percent (0.5%) of the project building permit valuation is required. Public art shall be comprised of a single art piece (or two or more pieces, as agreed to by the City's Planning Commission and Owner) to be placed along Main Street or 20th Street, with the final location to be determined as specified below. The public art should invite participation and interaction, inspire, add local meaning, interpret the community by revealing its culture or history, and/or capture or reinforce the unique character of the new place. A comprehensive Public Art Plan indicating compliance with this requirement, and which proposes specific pieces of art for specific locations or applications, shall be submitted to the Planning Commission in conformance with Section 5.8.1 of this Agreement. All public art approved by the Planning Commission in the Public Art Plan shall be completely installed as provided in Section 5.8.1 of this Agreement. Review and approvals required by the Planning Commission pursuant to Sections 5.8, 5.8.1 or this Exhibit C may be delegated to a committee of same duly constituted pursuant to the Planning Commission's bylaws. 2. Art should be sited to complement features such as plaza or architectural components so that the art is an integral part of the development site. 3. Public art should be constructed using durable materials and finishes including but not limited to stone or metal. 4. No art piece provided pursuant to the public art requirement shall include advertising of any type, including but not limited to products, services or businesses. 5. All public art provided pursuant to the public art requirement shall be properly maintained at all times, be free of any graffiti and shall not incorporate any flashing or distracting form of illumination. 6. All art pieces approved and installed pursuant to the Public Art Plan shall remain on the project site and may not be removed without the approval of the Planning Commission. 7. Expenses Not Allowed from Art Allocation 1. Expenses to locate the artist (e.g., airfare for artist interviews, etc.) 11. Architect and Landscape Architect fees. 111. Landscaping around a sculpture that is not included as part of the artist's sculpture furnishings, including, but not limited to, functional structures, prefabricated water or electrical features not created by the artist, and ornamental enhancements. IV. Utility fees associated with activating electronic or water generated artwork. v. Lighting elements not integral to the illumination ofthe art piece. VI. Publicity, public relations, photographs, educational materials, business letterhead or logos bearing artwork image. 75A-118 V11. Dedication ceremonies, including sculpture unveilings or grand openings. 8. To be eligible, the proposed work of public art shall not be: 1. a mass produced object from a standard design; 11. a reproduction, whether produced by mechanical or other means, of an original work of art; 111. elements of building, designed by the building's architect, as opposed to a public artist commissioned for the express purpose of creating a unique work of public art; nor IV. a water feature, in whole or in part. 75A-119 EXHIBIT D Offsite Mitigation Measures Tmprovement T ,0c::Jtion 1. Install new traffic signal Main Street N/O 20th Street 2. Reconstruct street pavement 19th Street & 20th Street to centerline of road at Project Frontage 19th Street & 20th Street at Project Frontage Main Street at Project Frontage 3. Construct sidewalk and parkwaylinstall street trees 4. Construct sidewalk and access ramps Ste::Jof::Jst to ronstmct or P::JY rity to ronstmct City to construct (prelim- inary estimate of cost = $260,000) City to construct (prelim- inary estimate of cost = $70,000) Steadfast to construct Steadfast to construct 1. For those items which the City is constructing and for which Steadfast is paying the full cost, Steadfast shall pay the City as follows: a. For Item No.1 ("Install new Traffic Signal"), the City shall provide Steadfast with a final, updated estimate of these costs, if necessary, no later than forty-five (45) days after the Effective Date. Steadfast shall pay the City monies equivalent to the final updated estimate, or if one is not provided the preliminary estimate, sixty (60) days from the Effective Date. b. For Item No.2 ("Reconstruct Street Pavement") the City shall provide Steadfast with a final, updated estimate of these costs, if necessary, no later than five (5) business days before approval of the first final map. Steadfast shall pay the City monies equivalent to the final updated estimate, or if one is not provided the preliminary estimate, before approval of the first final map for the Proj ect. c. The City shall complete construction of these items prior to the first certificate of occupancy for the Project. d. The City' final, updated estimates, or if none is provided by the deadlines set forth above, the preliminary estimates, shall be final and conclusive. 2. For those items which Steadfast is constructing, Steadfast shall complete construction prior to approval of its first final map for the Project; provided, however, that Steadfast shall have the unilateral right to extend this deadline to the first certificate of occupancy for the Project upon execution of the City's standard subdivision improvement agreement to be entered into pursuant to California Government Code S 66462(a)(1). Any deadline pursuant to this Exhibit D may be extended by mutual written agreement of Steadfast and the City Manager or designee. 75A-120 KO - 9/27/05 RESOLUTION NO. 2005-095 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING A MITIGATED NEGATIVE DECLARATION AND MITIGATION MONITORING PROGRAM, APPROVING TENTATIVE PARCEL MAP NO. 2005-08 AS CONDITIONED, AND APPROVING SITE PLAN REVIEW NO. 2005-03 FOR THE PROPERTY LOCATED AT 1900 NORTH MAIN STREET (COUNTY MAP NO. 16848) 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 Applicant is requesting approval of Amendment Application No. 2005-07 to change the zoning designation from Community Commercial- Museum District (C1-MD) to Specific Development No. 79 (SD-79), a tentative parcel map to create for-sale residential condominiums, and a site plan review, pursuant to the requirements of the SD-79, to allow construction of a 45 for-sale residential and live-work condominium units with ancillary retail uses, located at 1900 North Main Street. B. The Steadfast project would demolish the existing surface parking lot for the Bowers Museum and develop the property into a mixed use residential/commercial project. The project would provide 45 for-sale residential units at a gross overall density of 40 dwelling units per acre. The housing mix for the project would consist of lofts, townhouses, and stacked flats. Additionally the first floor of the building fronting Main Street would provide live/work flex space that would allow up to 4,251 square feet of retail area and 2,312 square feet of restaurant uses. It is envisioned that commercial areas in the project would consist of uses such as restaurant, coffee shop, hair salon, wine gallery and professional offices. C. The project would be comprised of two residential buildings with a maximum building height of approximately 47 -feet. Along Main Street, the two buildings would consist of three- and four-story heights to define a strong urban edge. Extending west, the building would transition to two- story house-like forms near the western boundary of the project site. D. A series of four courtyards would connect the buildings on the project site. The courtyard areas would consist of a variety of hardscape materials such as tile, brick, cobblestone and flagstone paving. Additionally, the 75A-121 Resolution No. 2005--095 Page 1 of 5 courtyard areas would be accented with a variety of landscape materials including trees, shrubs and vines. Courtyard amenities would include community fireplaces and fire pits, fountains, building, built-in benches, and potted plants. E. A total of 102 parking spaces would be provided in a subterranean parking garage below the two buildings, with access to be provided from 20th Street. F. On September 12, 2005, the Planning Commission held a duly noticed public hearing and voted by a vote of 5:0 (Nalle absent) to recommend that the City Council: 1. Approve and adopt the Mitigated Negative Declaration and Mitigation Monitoring Program, Environmental Review No. 2005-18. 2. Adopt an ordinance approving Amendment Application No. 2005- 07. 3. Adopt an ordinance approving Development Agreement No. 2005- 03. 4. Adopt a resolution approving Tentative Tract Map No. 2005-08 as conditioned. (County Map No. 16848) 5. Adopt a resolution approving Site Plan Review No. 2005-03. G. On October 3, 2005 the City Council of the City of Santa Ana held a duly noticed public hearing and at that time considered all testimony, written and oral. H. For Tentative Tract Map No. 2005-08, the City Council determines that the following findings have been established: 1. The proposed project, as conditioned, and its design and improvements are consistent with the District Center land use designation of the General Plan and are otherwise consistent with all other elements of the General Plan and any applicable specific plans. Tentative Tract Map No. 2005-08 is consistent with the land use designation and density prescribed in the General Plan and, as a for-sale condominum, the project will have no adverse affect on the surrounding land uses in the area. 2. The proposed project, as conditioned, conforms to all applicable requirements of the zoning and subdivision codes, as well as other applicable City ordinances. 75A-122 Resolution No. 2005--095 Page 2 of 5 The proposed subdivision conforms to the minimum condominium requirements, as well as meets the letter and intent of the State of California Subdivision Map Act provisions. Tentative Tract Map No. 2005-08 is in keeping with the provisions of the site plan (Development Project No. 2005-12) and Chapters 34 and 41 of the Santa Ana Municipal Code, all of which pertain to the subdivision of land and development standards for the site. Further, the map will be consistent with Specific Development No. 79. 3. The project site is physically suitable for the type and density of the proposed project. The project site consists of approximately 1.1 acres of land within Specific Development No. 79. The proposed subdivision contains many street frontages, allowing adequate frontage for the parcel. The site and parcel have been determined to be capable of supporting the type and density of the proposed project. There are no physical constraints on the site to preclude development. 4. The design and improvements of the proposed project will not cause substantial environmental damage or substantially and unavoidably injure fish or wildlife or their habitat. There are no wetlands or unusual flora or fauna on or around the project site. No development surrounding this site will be substantially affected by this proposal. A mitigated negative declaration (Environmental Review No. 2005-18) has been prepared for the proposed project, identifying potential impacts and mitigation measures aimed at reducing any environmental impact associated with this project. 5. The design or improvements of the proposed project will not cause serious public health problems. The proposed infill development is for mixed-use development and will be in compliance with all regulations and conditions specified in the Santa Ana Municipal Code and the Specific Development No. 79 development standards in conjunction with the proposed conditions and building requirements. 6. The design of improvements of the proposed project will not conflict with easements necessary for public access through or use of the property within the proposed project. 75A-123 Resolution No. 2005--095 Page 3 of 5 There are no easements that would affect the use or development of this site. Approval of Tentative Tract Map No. 2005-08 will not create conflicts with the easements necessary for public access through the property, as no such easements currently exist. Public access will be allowed to the site, as this development as an urban project concept encourages pedestrian and public activity. I. Site Plan Review No. 2005-03 has been filed seeking to approve the project that is located within Specific Development No. 79 (SD-79). 1 . Section 41-593.5( c) of the Santa Ana Municipal Code requires a review by the Planning Commission of all plans within a specific development plan area to ensure the project is in conformity with the Specific Plan. 2. The project is in compliance with all applicable development standards outlined within the Specific Development Plan No. 79 (SD-79). 3. The project has been determined to be in compliance with applicable parking, landscaping and architectural provisions governing the project. Section 2. The City Council has reviewed and considered the information contained in the initial study and the mitigated negative declaration and mitigation monitoring program, Environmental Review No. 2005-18, prepared with respect to this Project. The City Council has, as a result of its consideration 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, a mitigation negative declaration and mitigation monitoring program adequately addresses the expected environmental impacts of this Project. On the basis of this review, the City Council finds that there is no evidence from which it can be fairly argued that the Project will have a significant adverse effect on the environment. The City Council hereby certifies and approves the mitigated negative declaration and mitigation monitoring program and directs that the Notice of Determination be prepared and filed with the County Clerk of the County of Orange in the manner required by law. Pursuant to Title XIV, California Code of Regulations ("CCR") ~ 735.5(c)(1), the City Council has determined that, after considering the record as a whole, there is no evidence that the proposed project will have the potential for any adverse effect on wildlife resources or the ecological habitat upon which wildlife resources depend. The proposed project exists in an urban environment characterized by paved concrete, roadways, surrounding buildings and human activity. Therefore, pursuant to Fish and Game Code 9 711.2 and Title XIV, CCR ~ 735.5(a)(3), the payment of Fish and Game Department filing fees is not required in conjunction with this project. 75A-124 Resolution No. 2005--095 Page 4 of 5 Section 3. The City Council after conducting the public hearing hereby approves Tentative Parcel Map No. 2005-08 (County Map No. 16848) as conditioned in Exhibit "A" attached hereto and incorporated herein and approves Site Plan Review No. 2005-03. These decisions are based upon the evidence submitted at the abovesaid hearing, which includes but is not limited to: the Request for Council Action dated October 3, 2005 and exhibits attached thereto; and the public testimony, all of which are incorporated herein by this reference. Section 4. This resolution is expressly conditioned upon adoption by the City Council of Amendment Application No. 2005-07 to rezoning the property located at 1900 North Main Street from Community Commercial-Museum District (C1-MD) to Specific Development No. 79 (SD-79). The rights of the applicant under this Tentative Parcel Map and Site Plan Review shall not vest until the effective date of such ordinance. Should no such amendment application become effective, then this Resolution is null and void and of no effect. ADOPTED this _ day of October, 2005. Miguel A. Pulido Mayor APPROVED AS TO FORM: Joseph W. Fletcher City Attorney By: Kylee O. Otto Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers 75A-125 Resolution No. 2005--095 Page 5 of 5 NOT PRESENT: Council members CERTIFICATE OF ATTESTATION AND ORIGINALITY I, PATRICIA E. HEALY, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2005-095 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-126 Resolution No. 2005--095 Page 6 of 5 Conditions for Approval for Tentative Parcel Map No. 2005-08 Tentative Tract Map No. 2005-08 is approved subject to compliance to the reasonable satisfaction of the Planning Manager, with all applicable sections of the Santa Ana Municipal Code, the California Administrative Code, the Uniform Fire Code, the Uniform Building Code, and all other applicable regulations. The applicant must comply in full with each and every condition listed below prior to exercising the rights conferred by this conditional use permit. The applicant must remain in compliance with all conditions listed below throughout the life of the conditional use permit. Failure to comply with each and every condition may result in revocation of the conditional use permit. A. PlanninQ Division 1. Comply with all conditions and requirements from the Development Review Committee (DRC) for the development project (DP 05-12). 2. The Covenants, Conditions and Restrictions (CC&Rs) must be reviewed and approved by the Planning Manager prior to the issuance of any building permit. Such CC&Rs must contain at a minimum, the following: a. Project Maintenance. b. Standards shall be established for the exterior maintenance of each unit within the community. c. Graffiti removal will be required within 48 hours. d. Assignment of repair of perimeter walls will be specified in the CC&Rs in the event of damage. e. CC&Rs are to be in effect in perpetuity. f. Any proposed modifications to the CC&Rs will require approval by the City of Santa Ana. g. The use of professional management to ensure a quality operation and maintenance. h. Limit the number of residents in each unit to a maximum of four, require owner occupancy, and address maintenance of the project. 3. A final map must be approved and recorded prior to issuance of building permits. 4. The final map and all improvements required to be made or installed by the subdivider must be in accordance with the design standards and specifications of the Santa Ana Municipal Code and the requirements of the State Subdivision Map Act. Exhibit A PfI5AO!f27 5. Two copies of the recorded final map and CC&Rs shall be submitted each to the Planning Division, Fire Department, Building Division and Public Works Agency within 10 days of recordation. 6. Interior clear floor to ceiling heights for the residential units will be a minimum of ten feet on the first floor and a minimum of nine feet on the floors above. Ceiling heights for the live-work and commercial units shall be a minimum of twelve feet. 7. Prior to issuance of building permits, the interior building amenities shall be submitted for review and approval by the Planning Manager. The amenity package submitted for review shall include but not be limited to flooring, staircase railings, doors and hardware, kitchen appliances and cabinetry, dual bowl sinks and fixtures, tile walls, tiled shower enclosures and kitchen countertops of stone tile or stone slab, or their equivalent. At minimum they will include a high quality product line for the appliances, all cabinets will be of a stain grade, the use of smooth wall and ceiling interior drywall finish and washers and dryers in each residential unit. 8. Provide for lighting and landscape maintenance. The lighting plan and design will be reviewed and approved by the Planning Manager during the lighting plan check phase. 9. Development, operational and maintenance standards shall be established for the number, style and location of interior amenities such as benches and fireplace(s). Such amenities shall be reviewed and approved when the landscape drawings are submitted into plancheck. 10. Common area amenities shall comply with the following: a. Pursuant to Specific Development No. 79, courtyards, drive aisles, pedestrian walkways and common area amenities for the project, shall be completely installed prior to the issuance of a certificate of occupancy for the project phase that includes the open space. b. All amenities shall be installed and maintained in accordance with the approved plans. 11 . Benches and pedestrian seating shall be made of a durable material such as concrete or painted iron and be designed to minimize effects from vandalism, skateboarding and weather. 12. Trash receptacles should be located in high-activity areas, such as courtyards and other public activity spaces. The style shall be compatible with other outdoor furnishings. Exhibit A P~A~ff28 13. All street furniture surfaces, pedestrian-level walls and amenities shall incorporate graffiti resistant coatings. 14. The courtyards in the residential development sites shall include amenities such as informal modern outdoor furniture and seating areas, decorative pavers, landscape trees and plant material. 15. The buildings shall be of wood or steel construction with a quality and durable exterior materials as shown on the architectural plans, material boards and material specifications submitted for this project. 16. Prior to issuance of building permits, the exterior building amenities, materials and finishes shall be submitted for review and approval by the Planning Division. 17. Glass storefronts and windows within the retail component shall provide clear glass. The use of opaque or semi-opaque storefronts or glass is prohibited. 18. The courtyards shall be completely installed prior to the issuance of any certificate of occupancy within the project phase that includes this portion of the parcel. 19. A minimum of four courtyards shall be provided as open space areas measuring a minimum of 1,200 square feet individually and collectively a minimum of 6,900 square feet. The open space shall include informal modern outdoor furniture and seating areas, outdoor fireplace and landscape trees and material. Exhibit A PfgA~ff29 75A-130