HomeMy WebLinkAbout FULL PACKET_2010-08-02MINUTES OF THE REGULAR MEETING
OF THE CITY COUNCIL OF THE CITY OF
SANTA ANA, CALIFORNIA
JULY 19, 2010
CLOSED SESSION MEETING
CALLED TO ORDER
ATTENDANCE
PUBLIC COMMENTS — None
CLOSED SESSION ITEMS
CITY HALL
20 CIVIC CENTER PLAZA, 8T" FLOOR
SANTA ANA, CA
5:36 P.M.
COUNCILMEMBERS Present:
MIGUEL PULIDO, Mayor (5:40 p.m.)
CLAUDIA ALVAREZ, Mayor Pro Tern
P. DAVID BENAVIDES
VINCENT F. SARMIENTO
SAL TINAJERO
ABSENT:
CARLOS BUSTAMANTE
MICHELE MARTINEZ
STAFF Present:
DAVID N. REAM, City Manager
JOSEPH FLETCHER, City Attorney
MARIA D. HUIZAR, Clerk of the Council
1A CONFERENCE WITH LEGAL COUNSEL -- EXISTING LITIGATION
pursuant to Government Code Section 54956.9(a)
John Jason vs. the City of Santa Ana
Case Nos. 08 -4543, 04 -3106, 04 -3105 (Master), 00 -1300
Diamond Environmental Services v. City of Santa Ana
Orange County Superior Court Case No. 30- 2009 - 00325274
Richard Jordan v. City of Santa Ana
Orange County Superior Court Case No. 30- 2009 - 00125416
CITY COUNCIL MINUTES 1 JULY 19, 2010
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1111.3
Jeanette Coleman, Freddie Coleman,
Orange County Superior Court Case No.: 30 -2008 00112637
CONFERENCE WITH LABOR NEGOTIATOR pursuant to Government
Code Section 54957.6
Agency Negotiators: Personnel Services Executive Director, Kathie
Gonzalez
Employee Organizations: Service Employees International Union (SEIU)
Santa Ana Management Association
Santa Ana Firemen's Benevolent Association
Santa Ana Police Officer's Association
Santa Ana Police Management Association
Santa Ana Fire Management Association
Confidential Association of Santa Ana
ADJOURNED
6:15 P.M.
CITY COUNCIL MINUTES 2 JULY 19, 2010
G r�7.
REGULAR CITY COUNCIL MEETING
CALLED TO ORDER
ATTENDANCE
PLEDGE OF ALLEGIANCE
INVOCATION
PRESENTATIONS
COUNCIL CHAMBER
22 CIVIC CENTER PLAZA
SANTA ANA, CA
6:22 P.M.
COUNCILMEMBERS Present:
MIGUEL PULIDO, Mayor
CLAUDIA ALVAREZ, Mayor Pro Tern
P. DAVID BENAVIDES
VINCENT F. SARMIENTO
SAL TINAJERO
ABSENT:
CARLOS BUSTAMANTE
MICHELE MARTINEZ
STAFF Present:
DAVID N. REAM, City Manager
JOSEPH FLETCHER, City Attorney
MARIA D. HUIZAR, Clerk of the Council
Mayor Pulido
Roger Aragon, Police Chaplain
CERTIFICATE OF TRIBUTE presented by MAYOR PULIDO commemorating the life of
Santa Ana Police Officer Amadu Kabia presented to his mother, Felicita Gachukia.
CERTIFICATE OF RECOGNITION presented by COUNCILMEMBER BENAVIDES to
Robert Flournoy, Love Community Outreach Coordinator, for his efforts in helping to
provide food to the neediest individuals and families in our community.
CERTIFICATE OF RECOGNITION presented by COUNCILMEMBER BENAVIDES to
the American Independence Day Planning Committee for organizing and contributing to
the American Independence Day Celebration at the Santa Ana Main Library on July 3,
2010.*
*Councilmembers Tinajero and Sarmiento, Mayor Pro Tem Alvarez, and Mayor Pulido stated for the record that they do
not support said recognition as views of some committee members not reflective of the City Council
CITY COUNCIL MINUTES 3
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JULY 19, 2010
CLOSED SESSION REPORT — See Agenda Item 19A for report.
PUBLIC COMMENT
• Richard Moser, packet of information presented to Council.
• Steve Lemler, raised awareness on resources available to the residents of our
community through 2 -1 -1 phone line.
• Art Pedroza and Sean Mill, thanked the majority of the City Council for not supporting
recognition of American Independence Day Committee.
• Francisco Barragan, suggested the City oversee next year's American Independence
Day Celebration to focus event on America's independence and promote unity among
groups.
• Steve McGuigan, deferred comments to a later time.
• Rob Cook — read portions of City's Code of Ethics as it related to respect, courtesy,
and participation by members with different views.
• Marva Zvbas, member of the American Independence Day Committee, noted that her
personal involvement in Committee was to educate children on history of July 41n
CONSENT CALENDAR ITEMS
MOTION: Approve staff recommendations with the following modifications
on the Consent Calendar Items 10A through 25G:
• Excused Councilmembers Bustamante and Martinez from City Council and
Community Redevelopment Agency meetings.
• Councilmember Benavides pulled Item 25E for separate discussion.
MOTION: Sarmiento SECOND: Alvarez
VOTE: AYES: Alvarez, Benavides, Pulido, Sarmiento, Tinajero (5)
NOES: None (0)
ABSTAIN: None (0)
ABSENT: Bustamante, Martinez (2)
CITY COUNCIL MINUTES 4 JULY 19, 2010
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ADMINISTRATIVE MATTERS
MINUTES
10A MINUTES OF THE CLOSED AND REGULAR MEETING OF JULY 6, 2010
- Clerk of the Council Office
MOTION: Approve Minutes.
BOARDS / COMMISSIONS / COMMITTEES
13A APPOINTMENT — ENVIRONMENTAL AND TRANSPORTATION
ADVISORY COMMITTEE (ETAC) - Clerk of the Council Office
MOTION: Appoint Susan Tuchler (Ward 6 resident) to the
Environmental and Transportation Advisory Committee nominated by
Councilmember Tinajero as the Ward 6 representative for a term
expiring December 14, 2010. (replacing C. Gallegos)
MISCELLANEOUS ADMINISTRATION
19A CLOSED SESSION REPORT — City Attorney's Office
MOTION: Approve compromise and release settlement agreement in
the amount of $78,809.
John Jason vs. the City of Santa Ana
Case Nos. 08 -4543, 04 -3106, 04 -3105 (Master), 00 -1300
19B EXCUSED ABSENCES
MOTION: Excuse Councilmembers Bustamante and Martinez.
BUDGETARY MATTERS
APPROPRIATION ADJUSTMENTS
20A APPROPRIATION ADJUSTMENT ACCEPTING GROWTH
MANAGEMENT AREA FUNDS FOR TRAFFIC SIGNAL SYSTEM
UPGRADE PROJECT — Public Works Agency
CITY COUNCIL MINUTES 5 JULY 19, 2010
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MOTION: Approve an appropriation adjustment. (Requires five
affirmative votes)
APPROPRIATION ADJUSTMENT NO. 2011 -05 - Accepting funds in the
amount of $40,000 into the Measure M — Street Construction Fund
Measure M Competitive account and appropriate same to the Measure M —
Street Construction Fund Improvements Other than Buildings Expenditure
account.
20B APPROPRIATION ADJUSTMENT FOR THE INSTITUTE FOR MUSEUM
AND LIBRARY SERVICES GRANT, LAURA BUSH 21ST CENTURY
LIBRARIAN PROGRAM TO FUND THE SEEDS TO TREES PROGRAM —
Parks, Recreation & Community Services Agency
MOTION:
1. Approve an appropriation adjustment. (Requires five affirmative
votes)
APPROPRIATION ADJUSTMENT NO. 2011 -04 - Recognizing
$626,767 in the Federal Grant - Direct revenue account and appropriating
same to the Federal Grant - Direct various expenditure accounts.
2. Authorize the City Manager to take all actions necessary to accept
the Federal Institute of Museum and Library Services (IMLS), Laura
Bush 21St Century Opportunity Program grant in the amount of
$626,767 to fund the Seeds to Trees program.
20C APPROPRIATION ADJUSTMENT — AMENDMENT TO THE AGREEMENT
WITH COUNTY OF ORANGE FOR GREEN JOB CORPS GRANT —
Community Development Agency
MOTION:
1. Approve an appropriation adjustment. (Requires five affirmative
votes)
APPROPRIATION ADJUSTMENT NO. 2011 -012 — Recognizing a
$150,000 grant from the County of Orange to provide a summer youth
program for 2010
2. Authorize the City Manager and Clerk of the Council to execute an
amendment to the Green Job Corps Agreement W7- GJC -10,
subject to non - substantive changes approved by the City Manager
and City Attorney.
CITY COUNCIL MINUTES
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JULY 19, 2010
AGMT NO. 2010 -128 — Execute an amendment between the County of
Orange and the City of Santa Ana in the amount of $150,000.
AGREEMENTS
MOTION: Authorize the City Manager and Clerk of the Council to
execute the following agreements, subject to non - substantive
changes approved by the City Manager and City Attorney. (Item 26A
through 25D)
25A AGMT NO. 2010 -129 - GO LOCAL PROGRAM STEP 2 PROGRAM
MANAGEMENT (PROJECT NO. 092505) - Execute an amendment with
Cindy Krebs Consulting, Inc., in the amount of $36,000, for a total contract
amount of $324,000 — Public Works Agency
25B AGMT NO. 2010 -130 - CONSULTING SERVICES - With Wesley A. Bosch
in an amount of $90,000 for a one -year term — Community Development
Agency
25C AGMT NO. 2010 -131 - FOUNTAIN MAINTENANCE SERVICES IN THE
CIVIC CENTER - Execute a one -year amendment with Deckside Pool
Service in an amount not to exceed $58,860 — Parks, Recreation &
Community Services Agency
25D AGMT NO. 2010 -132 - PAVEMENT CLEANING SERVICES AT THE CIVIC
CENTER AGREEMENT - Execute an amendment with Hydroblast in an
amount of $78,140 — Parks, Recreation & Community Services Agency
MOTION:
1. AGMT NO. 2010 -133 - INSTALLATION OF A STEALTH MONOPOLE
SPORTS LIGHTING ANTENNA AND UNDERGROUND EQUIPMENT
VAULT AT ADAMS PARK - Execute a lease agreement with T-
Mobile West Corporation, subject to non - substantive changes
approved by the City Manager and the City Attorney.
2. Approve an appropriation adjustment. (Requires five affirmative
votes)
APPROPRIATION ADJUSTMENT NO. 2011 -02 - Recognizing $38,800
in the Capital Outlay Fund Miscellaneous Recovery account and
CITY COUNCIL MINUTES 7
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JULY 19, 2010
25F
25G
appropriate same to the Capital Outlay Fund Improvements Other than
Buildings Expenditure account.
3. Receive and file Categorical Exemption for Environmental Review
No. 2010 -27 (Adams Park).
MOTION: Benavides
VOTE:
AYES:
NOES:
ABSTAIN:
ABSENT:
SECOND: Sarmiento
Alvarez, Benavides,
Tinajero (5)
None (0)
None (0)
Bustamante, Martinez (2)
Pulido, Sarmiento,
CELLULAR ANTENNA AT RIVERVIEW PARK — Parks, Recreation &
Community Services Agency
MOTION:
1. AGMT NO. 2010 -134 - INSTALLATION OF A STEALTH MONOPINE
ANTENNA AND EQUIPMENT BUILDING AT RIVERVIEW PARK -
Execute a lease agreement with T- Mobile West Corporation,
subject to non - substantive changes approved by the City Manager
and the City Attorney.
2. Approve an appropriation adjustment. (Requires five affirmative
votes)
APPROPRIATION ADJUSTMENT NO. 2011 -01 - Recognizing $38,800
in the Capital Outlay Fund Miscellaneous Recovery account and
appropriate same to the Capital Outlay Fund Improvements Other than
Buildings Expenditure account.
3. Receive and file Categorical Exemption for Environmental Review
No. 2010 -29 (Riverview Park).
CELLULAR ANTENNA AT JEROME PARK — Parks, Recreation &
Community Services Agency
MOTION:
1. AGMT NO. 2010 -135 - INSTALLATION OF A STEALTH MONOPINE
ANTENNA AND EQUIPMENT BUILDING AT JEROME PARK —
CITY COUNCIL MINUTES
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JULY 19, 2010
Execute a lease agreement with AT &T Mobility, subject to non -
substantive changes approved by the City Manager and the City
Attorney.
2. Approve an appropriation adjustment. (Requires five affirmative
votes)
APPROPRIATION ADJUSTMENT NO. 2011 -03 - Recognizing $28,800
in the Capital Outlay Fund Miscellaneous Recovery account and
appropriate same to the Capital Outlay Fund Improvements Other than
Buildings Expenditure account
3. Receive and file Categorical Exemption for Environmental Review
No. 2010 -63 (Jerome Park).
* *END OF CONSENT CALENDAR **
BUSINESS CALENDAR
RESOLUTIONS
55A AUTHORIZE APPLICATIONS FOR STATE GRANT FUNDS FOR USED
OIL PROGRAMS — Public Works Agency
MOTION: Adopt a resolution.
RESOLUTION NO. 2010 -038 - A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF SANTA ANA AUTHORIZING THE EXECUTIVE
DIRECTOR OF THE PUBLIC WORKS AGENCY TO SUBMIT GRANT
APPLICATIONS TO THE DEPARTMENT OF RESOURCES RECYCLING
AND RECOVERY FOR THE USED OIL PAYMENT PROGRAM
MOTION: Tinajero
VOTE: AYES:
CITY COUNCIL MINUTES
NOES:
ABSTAIN:
ABSENT:
SECOND: Sarmiento
Alvarez, Benavides,
Tinajero (5)
None (0)
None (0)
Bustamante, Martinez (2)
9
LL1 A ,
Pulido, Sarmiento,
JULY 19, 2010
PUBLIC HEARINGS
*Councilmember Benavides excused himself from proceedings of Agenda Item 75A due
to a conflict of interest (employer has a loan with developer). He did not participate in
consideration of this item and left the dais at 7:15 p.m.
75A AMEND DEVELOPMENT AGREEMENT NO. 2004 -01 FOR THE ONE
BROADWAY PLAZA OFFICE TOWER - 1109 NORTH BROADWAY - ONE
BROADWAY PLAZA, LLC, APPLICANT — Planning and Building Agency
Recommended Action approved by the Planning Commission on June 14,
2010 by a 3 -2 vote (Acosta and Yrarrazaval opposing, Alderete and
Betancourt abstaining).
Legal Notice published in the O.C. Reporter on July 9, 2010 and notices
mailed on July 8, 2010.
The following was presented by Planning and Building Agency Executive
Director Jay Trevino:
Request of Applicant
Modify provisions of development agreement:
1. Allow ownership by joint venture partner(s)
2. Revise timing for payment for neighborhood traffic plans
3. Delete 50 percent pre -lease provision
4. Delete provision prohibiting the ability to request economic assistance
5. Extend deadline to refill excavated foundation
Section 4.3 — Assignment
Requires applicant to retain a minimum 51 percent ownership interest in
project
• Request to delete provision
• Allows joint venture with financial entity(s)
• Applicant will retain daily managerial control
• Awkward for cities to attempt to control ownership
• Provision is temporary because DA expires in 2011 (with possible
extension to 2013)
• All other provisions of Section 4.3 to remain
Section 5.1.1 — Offsite Mitigation Measures
Requires payment of funds for neighborhood traffic plans ($1.2 million) at
permit issuance
• Neighborhood traffic plans to analyze pre and post project traffic
impacts in six neighborhoods
• Payment delay will assist in obtaining project financing
• Studies to commence 6 months prior to occupancy
CITY COUNCIL MINUTES 10
JULY 19, 2010
• Staff recommends funding six months prior to occupancy, or 22 months
from permit issuance
Section 5.8 — Condition Precedent to Building Permit Issuance
Requires 50 percent preleasing of building to "Investment Grade Tenants"
• Provision not imposed on any other project in Santa Ana
• Has significantly impacted commencement of project
• Issues like this best regulated by the private market
• Requirement is temporary due to DA expiration
Section 5.8.2 — No Redevelopment Subsidy
Prohibits the applicant from requesting Redevelopment Agency assistance
• Deletion of provision would allow applicant to submit a request for
Agency assistance
• Agency participation would first require a detailed financial analysis and
action by Redevelopment Agency Board
Section 5.9 — Historic Structures on the Propert y
Requires excavated areas to be refilled within 90 days after construction of
foundation piles
• Excavation necessary to construct part of building foundation i.e., the
piles
• Modification to allow additional 30 days provides more flexibility
Planning Commission Action
Recommended approval of amendments to the development agreement
• Modified Section 5.9 (Historic Structures on the Property) to include
Orange County Educational Arts Academy to construction notification
list
The Mayor opened the Public Hearing at 7:25 p.m. The following spoke on
the matter:
• Hector Madrigal, member of UUNA Local 652 union and Santa Ana
resident, supports item as proposed.
• Mickey Totten, member of IUOE Local 12, encouraged Council to waive
50% lease requirement (as included in proposed Disposition and
Development Agreement) and allow construction to begin.
• Alfred Martinez, 3`d generation City resident and representative of the
Cement Masons Local 500; opined that project would improve local
economy.
• Armando Esparza, Santa Ana resident and 2nd generation union worker,
supports project.
• Sylvia Salenius, stated project would change historic area of City;
increase traffic congestion; impact three surrounding schools and
neighborhoods; urged Council to keep DDA as is; supports letter by
Historic French Park Association (submitted by Jeffrey Dickman).
CITY COUNCIL MINUTES 11 JULY 19, 2010
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• Connie Major, opined that current DDA protects residents; believes
sufficient office vacancies exist throughout the City without having to
build large building; Historic Registry suggests that more cost efficient to
renovate /restore existing buildings than to build new; Referendum
Election 5 years ago - approved in good faith and trust.
• Jose Meza, member of Local 652, requested Council adopt project,
would bring jobs to the community and revitalize City.
• Timothy Morgan, Santa Ana resident and member of Local 636; project
would bring jobs and revitalization to the center of the County.
• Alfred G. Rodriguez, supports project.
• Doug Mangione, represents IBEW 441 with over 2,200 members,
supports amendments to One Broadway Plaza - symbol of hope and
progress in the City.
• Wyatt Ashley, member of Local 433, supports project.
• Gil Marrero, active member of community and resident; supports project
- will attract new businesses; amendments deemed necessary in light of
the economy.
• Ben Wells, echoed sentiments expressed earlier; Santa Ana resident;
loves City and progress.
• Glen Nolte, business manager of Plumbers and Steamfitters Local 582;
union institution with over 900 members and 25% unemployment rate;
supports actions being considered.
• Russ Nicholson, member of Local 200; project would allow workers new
opportunities.
• Jim Adams, represents Los Angeles /Orange County Council for Building
and Construction Trades; thanked affiliated unions for attending
meeting; supports project.
• Ralph Flores, member of Local 652 and City resident; City built by
unions; believe project will continue tradition.
• Daniel Mcrez, member of Local 652; project will set example for other
cities.
• Hugo Jimenez, member of Local 652 and City resident; supports actions
considered by Council.
• Michael Prentiss, member of Local 652; supports project and work
opportunities.
• Jose Luis Tirado, member of Local 652; supports project.
• Ernesto Medrano, represents Teamsters Local 952; urged council to
amend the development agreement that will bring jobs to the City.
• Catherine Cate, correspondence provided for the record earlier; believe
that if actions approved would compare us to Los Angeles County that
currently has 25% vacancy rate in prominent buildings; hope that other
projects by developer have utilized unions.
• Lenny Gillis, member of Local 12 and City resident; project to generate
needed jobs.
• Alex Vega, One Broadway Plaza already approved by voters; union jobs
would bring well paid opportunities to City.
CITY COUNCIL MINUTES 12 JULY 19, 2010
1 0A -12
• Paul Cook - Giles, representative of the Historic French Park Association;
read for the record letter received from the Association.
• Tom Moxley, President of Los Angeles /Orange County Building Trade
Union; urged Council to adopt actions as civic leaders in the past had
vision to build Hoover Dam and other such projects.
• Kim Payne, opined that actions considered are breach of trust; no public
funds to be used; no economic feasibility study; schools to be informed
of amendments.
• Art Pedroza, amendments reasonable; public funds requested, but
denied; OSHA buying venue across the street at half the cost; clause on
use of unions already included in agreement; consider including
condominiums as part of development.
• Irving Chase, 4t" generation business owner in the City; supports
amendments proposed by developer; project will improve renovation of
Downtown Santa Ana; project unanimously approved by Downtown Inc.
• Mike Tardiff, opposed to project; Measure A approved by voters in 2005
did not include use of public funds; traffic not mitigated; noted that
Planning Commission approved by slim margin of 3 -2.
• Debbie McEwen, request Council continue to protect neighborhoods.
• John Barneich, believe conditions to protect City being reconsidered;
50% occupancy requirement reasonable and should continue; project
incompatible with neighboring area; increased traffic; noted that Arco
Building in Downtown Los Angeles had empty penthouse floor.
• Ben Grabiel, presented copy of Measure A as approved by the voters in
2005; believe any changes should be subject to the vote of the people.
• Steve McGuigan, opined that developer should comply with agreement
as approved in 2005; recommends council table matter.
• James "Jim" Kendrick, supports project; believe it will revitalize
Downtown Santa Ana, request for use of public funds reasonable.
• Aldofo Lopez, project will change perception of Santa Ana; City forward
thinking with adoption of project of this magnitude.
• Molly Doughty, project should maintain original standards and integrity
(Class A project).
• Rod Cook, opined that economy stopped project, not City; suggested
bridge for pedestrian crossings.
The Clerk's Office received correspondence from Julie and Gary
Humphreys, Steve and Catherine Cate, Jeff Dickman (Historic French Park
Association), and Connie Major that was entered into the record.
The Public Hearing closed at 8:40 p.m.
Council discussion ensued. Public funds not to be used, project to be
market - economy driven; Referendum of 2005 considered only rezoning, not
Disposition and Development Agreement (DDA); labor agreement
requirement included in original DDA; City Council supports local hire and
amended motion as such; developer to provide compensation for
CITY COUNCIL MINUTES 13 JULY 19, 2010
1 0A -13
neighborhood improvements; project will not have any reductions in
standards. Mayor Pulido clarified for the record that abstention on project
in 2005 was due to his position as board member on the Foreign
Community Bank that had loan with developer, but has since been repaid.
MOTION: Place ordinance on first reading and authorize publication
of title with the following modifications:
ORDINANCE NO. NS -2806 - AN ORDINANCE OF THE CITY COUNCIL OF
THE CITY OF SANTA ANA APPROVING AN AMENDMENT TO
DEVELOPMENT AGREEMENT BETWEEN THE CITY OF SANTA ANA AND
ONE BROADWAY PLAZA, LLC, 1200 N. MAIN, LLC, AND 845
BROADWAY, LLC
1. Retain Section 5.8.2 of the Development Agreement, which will continue
to prohibit the applicant from requesting economic assistance from the
Redevelopment Agency.
2. Modify section 5.8.1 as follows:
a. Rename the section: "Employment and Wage Provisions"
b. Add "Santa Ana" and surrounding community prior to "residents" in
said section
c. Add the following language as it pertains to construction and
permanent jobs:
Owner and /or its contractors must (1) post all available job
openings with the Santa Ana Work Center and Cal JOBS (or
equivalent job posting system designated by Santa Ana Work
Center) within 24 hours of posting of jobs and agree to consider
qualified referrals from Santa Ana Work Center for job openings.
ii. Owner shall include in its lease agreements with private building
tenants the need to post any job openings with the Santa Ana
Works Center within 24 hours of posting of jobs and agree to
consider referrals from Santa Ana Work Center for qualified
candidates for job openings. Further, tenant shall be required to
attend, within 30 days of lease signing, an orientation with the
Santa Ana Work Center to learn about the services available to
each business who locates in the building. Owner shall submit its
form lease to City within 180 days of execution of the
Amendment (or such other time as required by the Executive
Director) as evidence that this language is included in said
leases.
MOTION: Alvarez SECOND: Tinajero
CITY COUNCIL MINUTES 14 JULY 19, 2010
1 0A -14
VOTE: AYES: Alvarez, Pulido, Sarmiento, Tinajero (4)
NOES: None (0)
ABSTAIN: Benavides* (1)
ABSENT: Bustamante, Martinez (2)
COUNCIL RECESSED TO THE COMMUNITY REDEVELOPMENT AGENCY AT 9:15
P.M. COUNCIL RECONVENED AT 9:16 P.M. WITH MAYOR PULIDO, MAYOR PRO
TEM ALVAREZ, AND COUNCILMEMBERS BENAVIDES, SARMIENTO, AND
TINAJERO PRESENT
COMMENTS
90A CITY MANAGER'S COMMENTS — None
90B CITY COUNCILMEMBER COMMENTS
Mayor Pulido announced that meeting would be adjourned in memory of Dr.
Cynthia Suzanne Flores, Jeff Stevens, and Santa Ana Police Officer
Amadu Kabia
ADJOURNED- 9:16 P.M. - The next meeting of the City Council is scheduled for
Monday, August 2, 2010 at 5:00 p.m. for the Closed Session
Meeting immediately followed by the Regular Business Meeting in
the Council Chamber, 22 Civic Center Plaza, Santa Ana, California.
In Memory of
Dr. Cynthia Suzanne Flores,
Jeff Stevens, and
Santa Ana Police Officer Amadu Kabia
Maria D. Huizar,
Clerk of the Council
CITY COUNCIL MINUTES 15 JULY 19, 2010
1 0A -15
ii[Il_dI1
ORDINANCE NO. NS -
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
SANTA ANA APPROVING AN AMENDMENT TO
DEVELOPMENT AGREEMENT BETWEEN THE CITY OF
SANTA ANA AND ONE BROADWAY PLAZA, LLC, 1200 N.
MAIN, LLC, AND 845 BROADWAY, LLC
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. By Ordinance No. NS -2656, the City Council approved a development
agreement(the "Development Agreement ") between the City and One Broadway Plaza,
LLC, 1200 N. Main, LL, and 845 Broadway, LLC (the "Developer ").
C. The Developer has sought an amendment to the Development Agreement
to modify certain terms, a true and correct copy is attached hereto as Exhibit 1(the
"Amendment ").
D. The City enters into this Amendment pursuant to the provisions of the
Government Code and applicable City policies.
C. The Planning Commission has, following a duly noticed public hearing, on
June 14, 2010 recommended approval of this Amendment.
E. Entering into this Amendment would provide the City with extraordinary and
significant benefits that are of regional significance, relate to existing deficiencies in
public facilities, require the owner of One Broadway Plaza 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, on July 19, 2004, approved a Environmental Impact
Ordinance No. NS-
11 A -1
Page 1
Report (EIR) in conjunction with this Project and adopted a mitigation monitoring plan,
written findings and a statement of overriding considerations and the Council adopts this
ordinance based upon said EIR, plan, findings and statement of overriding
considerations.
SECTION 2: The Amendment 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: If any section, subsection, sentence, clause, phrase or portion of this
ordinance is for any reason held to be invalid or unconstitutional by the decision of any
court of competent jurisdiction, such decision shall not affect the validity of the remaining
portions of this ordinance. The City Council of the City of Santa Ana hereby declares that
it would have adopted this ordinance and each section, subsection, sentence, clause,
phrase or portion thereof irrespective of the fact that any one or more sections,
subsections, sentences, clauses, phrases, or portions be declared invalid or
unconstitutional.
ADOPTED this day of , 2010
APPROVED AS TO FORM:
Joseph W. Fletcher, City Attorney
Ordinance No. NS-
Page 2
Miguel A. Pulido
Mayor
11 A -2
AYES: Councilmembers
NOES: Councilmembers
ABSTAIN: Councilmembers
NOT PRESENT: Councilmembers
CERTIFICATE OF ATTESTATION AND ORIGINALITY
I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify that the
attached Ordinance No. NS- to be the original ordinance adopted by the City
Council of the City of Santa Ana on , and that said ordinance was
published in accordance with the Charter of the City of Santa Ana.
Date:
Clerk of the Council
City of Santa Ana
11 A -3
Ordinance No. NS-
Page 3
EXHIBIT 1
FIRST AMENDMENT TO
DEVELOPMENT AGREEMENT BETWEEN
THE CITY OF SANTA ANA; and
ONE BROADWAY PLAZA, LLC,
1200 N. MAIN, LLC, and
845 BROADWAY, LLC
This FIRST AMENDMENT TO DEVELOPMENT AGREEMENT
( "Amendment ") 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 ") on the one hand, and ONE BROADWAY PLAZA, LLC, 1200 N. MAIN LLC, and 845
BROADWAY LLC, each of which is a California Limited Liability Company (collectively
referred to herein as "Owner" or "Property Owner "), on the other hand.
This Amendment is entered into with reference to the following facts:
1.1 Original Agreement. On or about July 19, 2004, the City and Owner entered
into a written Development Agreement, referenced as City Agreement No. A- 2004 -153 and
recorded as Document No. 2005000414753 of the Official Records of the County of Orange
( "Original Agreement ").
1.2 Purpose of Original Agreement and Amendment. The purpose of the Original
Agreement and this Amendment is to facilitate the development of the 37 story, 518,000 square
foot, Class A office building and associated parking structure and ancillary commercial
development contemplated by the City's Specific Design Zoning Designation SD -75,
Environmental Impact Report No. 99 -01, General Plan Amendment No. 2004 -01 and Zoning
Ordinance Amendment No. 2004 -02 (the "Pre- Existing Approval Entitlements ").
1.3 Statutory Authorization. City is authorized pursuant to Government Code
Sections 65864 through 65869.5 to enter into Development Amendments and amendments to
Development Agreements, such as the Original Agreement and this Amendment, 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. City enters into the Amendment pursuant to
the provisions of the Government Code and applicable City policies. The parties acknowledge:
(1) This Amendment is intended to assure adequate public facilities at the
time of development.
(2) This Amendment is intended to assure development in accordance with
City's General Plan, applicable Specific Plans and Specific Development District No. 75.
Ordinance No. NS-
Page 4
11 A -4
(3) This Amendment will permit achievement of goals and objectives as
reflected in the City's General Plan, all applicable Specific Plans and Specific Development
District No. 75.
(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.
(5) This Amendment will allow 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 City for entering into this Amendment 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/or pay such benefits sooner, and represent benefits
which would not otherwise be required as part of the development process.
1.6 Planning Commission - Council Hearings. On June 14, 2010, 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 Amendment. The Planning Commission recommended to the City Council
of City that it execute this Amendment. On July 19, 2010, 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 Amendment.
1.5 Council Findings. The Council finds that this Amendment is consistent
with the General Plan, applicable Specific Plan(s) as well as all other applicable ordinances,
plans, policies and regulations of the City.
1.6 City Ordinance. On August 2, 2010, the Council adopted Ordinance
No. approving this Amendment. The ordinance and this Amendment becomes
effective thirty (30) days thereafter.
2. Section 4.3 shall be deleted in its entirety.
3. Section 5.1.1 shall be amended to read as follows, and Exhibit C -1, attached hereto shall
be made a part of the Original Agreement by this reference:
5. 1.1 Offsite Mitigation Measures. The offsite mitigation measures which
Ordinance No. NS-
11 A -5
Page 5
must be constructed by Owner or City are as set forth in Exhibit C -1 to this Agreement. The
design of all offsite mitigation measures constructed by Owner shall be subject to approval by the
City's Public Works Agency prior to issuance of an encroachment permit. The Public Works
Agency shall provide to the Owner an update to the 2004 estimate of the costs such offsite
mitigations measures contained in said Exhibit C -1 prior to issuance of final map and building
permit. Owner shall have one year from the effective date of this Agreement pursuant to section
1.6, above, to acquire the real property referenced in paragraph 5.a. and 8 of Exhibit C -1 and
transfer title to the City, except as to the roundabout, for which Owner shall secure and transfer
to City an easement (or other right to construct, maintain and use the property as a roundabout).
City shall accept transfer of this title and easement. Owner shall deposit an amount equal to the
estimate in cash for such offsite mitigation measures (including traffic studies) at the time called
for in paragraphs 5.a., 8 and 9 of Exhibit C -1. For all other items specified in Exhibit C -1,
security in the form of bonds (i.e., a payment, a performance and a material bond) or other proof
of ability to perform acceptable to the City's Executive Director of Public Works Agency shall be
provided, together with an offsite subdivision improvement agreement, prior to recordation of
final map. For those offsite mitigation measures identified in paragraphs 1 -4, 5.b. -8 and 10
which have not been accepted by the City as complete prior to issuance of a building permit, no
building permit shall issue until Owner deposits with the City cash; a direct draw, irrevocable
letter of credit; or establishes an irrevocable, escrowed cash account or escrowed construction
loan or funding proceeds in a form reasonably acceptable to the City Attorney of City, in an
amount specified by the City's Public Works Agency to guarantee performance of said offsite
mitigation measures; provided, however, that City Executive Director of Public Works Agency
shall release or partially release the bonds previously provided at this point to the extent that they
are duplicative of this new security. Any deposit shall be applied to such costs and shall be,
within thirty (30) days written request to Owner, supplemented to cover the actual costs incurred.
Except as to paragraph 9 of Exhibit C -1, City shall return any funds not spent on the offsite
mitigation measures referenced in Exhibit C -1 to owner within thirty (3 0) days, subject to City
accounting practices, after completion of all items referenced in Exhibit C -1 and issuance of a
Certificate of Occupancy for the Project.
4. Sections 5.8 shall be deleted its entirety.
5. Section 5.8.1 shall be amended to read as follows
5.8.1. Payment Of Prevailing Wage.
a. For the provision of the payment of "Prevailing" and/or "Area Standard
Wages" as appropriate, the Owner shall submit evidence that it has entered into a labor
agreement with the Los Angeles and Orange Counties Building and Construction Trades
Council. Said agreement shall also include provisions that encourage the referral and utilization,
to the extent permitted by law, of qualified residents as journeymen, apprentices and trainees. An
executed copy of the agreement shall be submitted to the City prior to the issuance of building
permits.
Ordinance No. NS-
Page 6
11 A -6
b. Owner and/or its contractors must (1) post all available job openings with
the Santa Ana Work Center and Cal JOBS (or equivalent job posting system designated by Santa
Ana Work Center) within 24 hours of posting of jobs and agree to consider qualified referrals
from Santa Ana Work Center for job openings.
C. Owner shall include in its lease agreements with private building tenants
the need to post any job openings with the Santa Ana Works Center within 24 hours of posting of
jobs and agree to consider referrals from Santa Ana Work Center for qualified candidates for job
openings. Further, tenant shall be required to attend, within 30 days of lease signing, an
orientation with the Santa Ana Work Center to learn about the services available to each business
who locates in the building. Owner shall submit its form lease to City within 180 days of
execution of the Amendment (or such other time as required by the Executive Director) as
evidence that this language is included in said leases.
6. Sections 5.9 shall be amended to read as follows:
5.9 Historic Structures on the Property.
(3) After complying with the relocation obligations of subsections
5.9(1), if necessary, and 5.9(2), Owner may, notwithstanding the provisions of section 5.8 above,
scarify the soil in the Scarifying Area (shown on Exhibit E to this Agreement) to a depth of three
feet (3.0') and drive piles in the area shown on Exhibit E to support the eventual 37 -story office
tower. The scarifying and pile driving shall be done at a time and manner as set forth in plans
submitted by Owner and approved by the Executive Director of the Public Works Agency, and
only after written notice of the commencement date and estimated duration of the pile driving has
been given by Owner to the Santa Ana Unified School District, Orange County High School of
the Arts, and El Sol Academy. The scarified area shall be refilled after the pile driving is
complete to its original grade as shown in the approved plans and, if a building permit has not
been issued and construction of the Project has not commenced within one hundred twenty (120)
days thereafter, landscaped, irrigated and fenced in accordance with plans submitted by Owner
and approved by the Executive Director of the Planning and Building Agency.
7. Except as hereby expressly amended by this Amendment, the Original Agreement shall
remain in full force and effect.
IN WITNESS WHEREOF, this Amendment has been executed by the City of
Santa Ana, acting by and through its City Manager, pursuant to Ordinance No.
authorizing such execution, and by Property Owner.
[Signatures Provided on Next Page]
Ordinance No. NS-
11 A -7
Page 7
Dated this day of
ATTEST:
MARIA D. HUIZAR
Clerk of the Council
APPROVED AS TO FORM:
JOSEPH W. FLETCHER
City Attorney
Ordinance No. NS-
Page 8
2010.
THE CITY OF SANTA ANA
DAVID N. REAM
City Manager
ONE BROADWAY PLAZA, LLC,
MICHAEL F. HARRAH
Managing Member
1200 N. MAIN, LLC
MICHAEL F. HARRAH
Managing Member
845 BROADWAY LLC
LI-fi
MICHAEL F. HARRAH
Managing Member
i_ ■_I =Q�7
EXHIBIT C -1
(rev. July, 2010)
OFF -SITE IMPROVEMENTS
Ordinance No. NS-
11 A -9
Page 9
Estimated
Entity
Funded Prior
Description of Improvement
Cost (2004
Responsible
to Indicated
Dollars)
For
Triggering
Im rovement
Event Cash
1. Install a new traffic signal at Main/15t ,
$200,000
Owner
Building
including communication cable and
Permit
conduits to connect to the City's Traffic
Management Center, and striping.
2. Install a new traffic signal at
$200,000
Owner
Building
Sycamore /151", including communication
Permit
cable and conduits to connect to the City's
Traffic Management Center, and striping.
3. Install a new traffic signal at Santa Ana
$200,000
Owner
Building
Blvd. /French St., including communication
Permit
cable and conduits to connect to the City's
Traffic Management Center, and striping.
4. Construct landscaped median on
$100,000
Owner
Building
Broadway at the Broadway/Parking
Permit
Structure egress.
5.a. Acquire necessary ROW for
$2,400,000
Owner,
Final Map
roundabout at the intersection of 10th Street
unless City
and Sycamore.
undertakes per
section 5.1.1
5.b. Construct roundabout at the
$600,000
Owner
Building
intersection of 10th Street and Sycamore,
Permit
with 10th Street one -way EB, including
necessary striping, traffic signs, pedestrian
crosswalks and pedestrian refuge areas.
Right -of -way shall be acquired at S /W, S/E
and N/W corners by developer.
Ordinance No. NS-
11 A -9
Page 9
Ordinance No. NS-
Page 10
11A -10
Estimated
Entity
Funded Prior
Description of Improvement
Cost (2004
Responsible
to Indicated
Dollars)
For
Triggering
Im rovement
Event Cash
6. Restripe: (1) WB Santa Clara to provide
$50,000
Owner
Building
one LT lane and one shared LT/RT lane;
Permit
(2) NB Grand Avenue from Fruit Street to
14th Street at Santa Ana Blvd/I -5 HOV
ramps to provide three NB travel lanes; (3)
I -5 NB off -ramps to provide a WB LT lane,
a shared LT /RT lane and a RT lane at
Grand Ave.
7. Remove existing on- street parking stalls
$300,000
Owner
Building
and parking meters on Main Street from
Permit
Civic Center Dr. to Buffalo St.., restripe
and slurry seal this Main Street segment to
provide three NB and two SB travel lanes,
and construct median on Main St. south of
10th Street.
8. Acquire necessary ROW and construct
$6,500,000
Owner,
Final Map
southbound RT lane at Main/ 17" and
unless City
Broadway /17th, including striping, traffic
undertakes per
signal modification, and ADA compliant
section 5.1.1
wheel chair ramps.
9. Implement neighborhood traffic plans to
$1,200,000
City
Six month
mitigate changes in traffic patterns or
(actual cost,
prior to
increased cut through traffic resulting from
not an
issuance of
the One Broadway Plaza Project in French
estimate)
the first
Park, French Court, Willard, Floral Park,
certificate of
West Floral Park, and Washington Square
occupancy but
Neighborhoods. Traffic plans costs shall
no later than
include traffic studies, staff time to process
22 month
neighborhood traffic plan, and the
from the 1 st
construction of appropriate semi - diverters,
building
diagonal diverters, and street closures.
permit
Ordinance No. NS-
Page 10
11A -10
Description of Improvement
Estimated
Cost (2004
Dollars)
Entity
Responsible
For
Improvement
Funded Prior
to Indicated
Triggering
Event Cash
10. Reconstruct I 01h St. one -way EB and
$850,000
Owner
building
Washington Ave. one -way WB between
Permit
Main St. and Broadway, which will
include: (1) traffic signal modifications at
Main/Washington, Main/ 10 th
Washington/Sycamore,
Broadway /Washington, and Broadway /10th
(2) restriping streets and intersections, and
(3) installing appropriate traffic signs (4)
retiming traffic signals (5) constructing
ADA compliant wheel chair ramps.
SUBTOTAL
$12,600,000
Notes:
1. Estimated costs are based on 2004 year of expenditure. Owner shall fund item 5.a. and 8 (if
necessary) based on estimated actual construction and right -of -way costs at time of indicated
funding event, and supplement if necessary.
2. Items not complete and accepted by the City shall be fully bonded for pursuant to an offsite
subdivision improvement agreement, prior to issuance of final map.
3. All improvements, including improvements to be constructed by Owner and not City, shall be
completed and accepted by City prior to issuance of Certificate of Occupancy.
Ordinance No. NS-
Page 11
11A -11
11A -12
REQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
AUGUST 2, 2010
TITLE:
APPOINTMENT TO THE SANTA ANA
WORKFORCE INVESTMENT BOARD
{/'`.�'"t ---
CITY MANAGER
RECOMMENDED ACTION
CLERK OF COUNCIL USE ONLY:
APPROVED
❑ As Recommended
❑ As Amended
❑ Ordinance on 1" Reading
❑ Ordinance on 2 "d Reading
❑ Implementing Resolution
❑ Set Public Hearing For_
CONTINUED TO
FILE NUMBER
Appoint Ms. Niko Everett, President of Career College of California, as a private sector member on
the Santa Ana Workforce Investment Board.
WORKFORCE INVESMENT BOARD RECOMMENDATION
At its regular meeting of July 15, 2010, by a vote of 18:0 (Didion, De Leon, Figueroa, Jimenez -
Hami, Lewis, Lin, Medrano, Nazeri, Saldivar, Solkamans, Pina absent), the Workforce Investment
Board recommended that the City Council appoint Ms. Niko Everett, President of Career College
of California, as a private sector member on the Santa Ana Workforce Investment Board.
DISCUSSION
On March 6, 2000, the Santa Ana City Council adopted a resolution establishing the Santa Ana
Workforce Investment Board and appointed 35 members. In accordance with the federal
legislation, a majority of the Board members and the Board Chair must come from the private
sector. The remaining Board members represent education, non - profit organizations, one -stop
mandated partners and local labor organizations.
There are three mandated private sector positions on the Board that are currently vacant. After an
extensive recruitment campaign and interview process, staff is recommending the appointment of
Ms. Niko Everett as a private sector member on the Workforce Investment Board.
13A -1
Appointment to the Santa Ana WIB
August 2, 2010
Page 2
FISCAL IMPACT
There is no fiscal impact associated with this action.
Cynthia J. Nelson
Deputy City Manager for Development Services
Community Development Agency
CJN /LS /DS /mlr
Exhibits: 1. Resume
2. WIB Membership Selection Matrix
13A -2
NIKO EVERETT
714 -795 -7270
niko@careercalifornia, edu
EXPERIENCE
Career College of California -Santa Ana, CA
President & Owner, 2010 - present
CSE Capital —San Francisco, CA
Entrepreneur in Residence, .2008-2010
Girls For A Change - Santa Clara, CA
Co- Founder & Co -Chief Executive Officer, 2001 -2008
Strategic Direction: Wholly accountable for strategic direction and tactical planning.
Fundraising: Grew organizational revenue from zero to over $5milllon. Developed local and national
corporate partnerships including multi -year Investments from over 50 companies Including Sephora,
Microsoft, Yahoo, Electronic Arts, Kaiser Permanente, Hewlett Packard, Oracle, Applied Materials, Cisco,
Eileen Fischer and Staples. Secured foundation funding including investments from Draper Richards
Foundation, Lucile Packard Foundation for Children's Health, Piper Family Trust and the Kellogg
Foundation. Created and Implemented individual donor campaign that brought over 1,000 donors to
Girls For AChange,
- Board- &-Staf f- Development :- Cultivatedkmanaged -and,retalned.boa rd_and- staff,—
Community Outreach: Official spokesperson. Presented Girls For A Change in multiple venues Including
Stanford University, UC Berkeley, Tufts University, PBWC, The World Affairs Council and the National
Women's Leadership Council.
SoulSearching.com -San Francisco, CA
Director of Marketing, 2000 -2001
Researched consumer interests and market competition and developed responsive online presence,
Pioneered company's first comprehensive media efforts. Partnered with founder /CEO to secure first
round funding.
Girl ScoUtS -Santa Clara, CA
Director of Program, 1998 -2000
Directed and managed Program Department including 12 staff, $900K budget and over 150 programs for
urban girls. Created and Implemented organization wide strategy for middle school girls. Created over
20 new programs to meet the needs of older girls, Developed new community partnerships to Increase
recruitment and retention of older girls,
Cross Cultural Community Services Center - San lose, CA
Program Manager, 1997 -1999
Recruited and worked with immigrant and refugee families to help secure housing, employment and
education. Worked with immigrant youth to develop public speaking and life skills, Created teen job
placement program.
EXHIBIT 1
13A -3
NIKO EVERETT
714- 795.7270
niko@careercalifornia.edu
AWARDS
• "40 under 40 ", Silicon Valley Business Journal: "Silicon Valley's Rising Leaders"
• Local Hero, National Public Radio & KQED: "Recognizes people making a difference in the
community."
• Fellow, Draper Richards Foundation: "Draper Richards Fellows are people who possess the
unique combination of dedication to social change and the management skills of a seasoned
executive."
• Northern CA Award, Harvard Business School Executive Education: "HBSA /NC scholarship
award to sponsor Bay Area nonprofit executives to attend the HBS executive education program
Strategic Perspectives In Nonprofit Management."
COMMUNITY
2008 Obama Campaign, Volunteer Team Captain
2006 Jackie Speier Lt. Governor Campaign, Fundralsing Committee
2002- present Girls For A Change, Board Member
2000 -2004 Young Women Social Entrepreneurs, Co- Founder & Board Member
2001 -2002 Silicon Valley Girls Coalition, Founder
9,9 8_ 2Q0 A_1?lanned_Rar_e.nthood,-Jeen. __Pr_egnancy Volunteer ::..:
1997 -1998 Lauderhill Emergency Housing Consortium, Volunteer Coordinator
EDUCATION
2006 — Harvard Business School: Executive Education Program Strategic Perspectives in Nonprofit
Management.
1997 - Bachelor of Arts, Tufts university, Somerville, MA
EXHIBIT 1
13A -4
REQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
AUGUST 2, 2010
TITLE:
DESTRUCTION OF
OBSOLETE CITY RECORDS
CITY MANAGER
RECOMMENDED ACTION
CLERK OF COUNCIL USE ONLY:
APPROVED
❑ As Recommended
❑ As Amended
❑ Ordinance on 1 s' Reading
❑ Ordinance on 2"d Reading
❑ Implementing Resolution
❑ Set Public Hearing For_
CONTINUED TO
FILE NUMBER
Approve the requests for the destruction of obsolete records from various City departments in
accordance with the retention schedule outlined in City Council Resolution 2006 -045.
DISCUSSION
On July 3, 2006, the City Council approved a resolution outlining the records retention schedule for
the agencies, departments, and offices of the City. City records are governed by the Public
Records Act which provides the time in which records need to be kept. The Citywide Records
Team compiled the Citywide Records Retention Schedule which sets forth the retention period for
a particular record. The Municipal Code requires that the destruction of a City record be approved
by the City Attorney.
In accordance with Section 513 of the Citywide Records Retention Schedule Resolution, the City
Attorney has approved the list of records proposed for destruction from the departments as
outlined in the attached documents.
FISCAL IMPACT
There is no fiscal impact associated with this item.
19C -1
MEMORANDUM
To: Laura Sheedy, Assistant City Attorney
City Attorney's Office
From: Mark Lawrence, Executive Assistant to the City Manager
Date: August 1, 2010
Re: REQUEST FOR DESTRUCTION OF RECORDS
The City Manager's Office requests your consent to destroy city records on the attached listing,
in accordance with the retention schedule outlined in City Council Resolution 2006 -045.
Thank you.
.,Yz
/7
19C -2
CITY OF SANTA ANA
OBSOLETE RECORDS DESTRUCTION SCHEDULE
CITY MANAGER'S OFFICE
2010
RECORD
RECORD
RECORD
EXPIRATION
CATEGORY
SERIES
DESCRIPTION
DATES
Chronological Files
Staff
Memoranda and Correspondence
August 1. 2008
and prior
Correspondence/
August 1, 2008
Chronological Files
Councilmember
Self- explanatory
and prior
Council Requests
Mayor
Inquiries processed for Mayor
August 1, 2008
and prior
Wards 1 through 6
Inquiries processed for Councilmembers
August 1, 2008
and prior
Correspondence
General Correspondence
Self- explanatory
August 1. 2008
and prior
Staff
Inquiries processed for Staff
August 1, 2008
and prior
Monthly Status
City Manager
Self- explanatory
August 1, 2008
Reports
and prior
Payroll Records
Council /Staff
Self- explanatory
August 1, 2008
and prior
August 1, 2008
Travel Folders
Council /Staff
Self- explanatory
and prior
APPROVE:
�% ��"' `f
-7Z;
,� /v
David N. Ream Date
City Manager
RECORDS DESTROYED:
Volume
in Cubic Feet
Weight
in Pounds
19C -3
CONSENT:
ho
Joseph W. Fletcn; r Date
City Attorney
AUDITED BY:
Mark Lawrence Date
Assistant to the City Manager
MEMORANDUM
To: Laura Sheedy, Assistant City Attorney
City Attorney's Office
From: Francisco Gutierrez
Date: July 2 , 2010
201P .ills. 13 1M 3: 23
CITE` C, :--- ANA
CLER► 'UNCiL
Re: REQUEST FOR DESTRUCTION OF RECORDS
The Clerk of the Council requests your consent to destroy city records on the attached listing,
in accordance with the retention schedule outlined in City Council Resolution 2006 -045.
Thank you.
—� %Mtti� ,, �� - -&�
Francisco Gutierrez
19C -4
CITY OF SANTA ANA
OBSOLETE RECORDS DESTRUCTION SCHEDULE
FINANCE AND MANAGEMENT SERVICES
(July 2010)
RECORD
RECORD
RECORD
RECORD
CATEGORY
SERIES
DESCRIPTION
DATES
ACCOUNTS
Cash Requirement
Lists paid invoices by vendor.
June 2007 and prior
PAYABLE
(AP 50)
June 2008
Direct Payment Voucher
Generates payment to City vendor /creditor used in lieu of
and prior
P.O. when item & vendor known.
Petty Cash Receipts
Reimbursements for authorized expenses under $75.00
June 2008
and prior
Purchase Requisition
Agency requests to FMSA to locate best vendor for
June 2008
and prior
identified goods /items
Travel Request and
Expense Report
Self- explanatory
une
and prior
Material Release Forms
Order for item directly from City approved vendor list
and prior
Purchase Orders
Authorize purchase of goods or services
and prior
PREPARED BY: f� k A
APPROVED BY:
Francisco Gutierrez Date
Executive Director of Finance
RECORDS DESTROYED:
Number of Boxes
19C -5
CONSENT BY:
Date
APPROVED BY:
13 �
Jdseph etcher - Daie
City Attorney
MEMORANDUM
To: Joseph Straka, Assistant City Attorney
City Attorney's Office
-8 PSI 4: 02
CITE` {' - ANA
CLE `viL
From: Michael Ernandes, Personnel Operations Manager
Personnel Services Department, M24
Date: June 17, 2010
Re: REQUEST FOR DESTRUCTION OF RECORDS
The Personnel Services Department requests your consent to destroy city
records on the attached list, in accordance with the retention schedule
outlined in City Council Resolution 2006 -045.
Thank you.
I
19C -6
CITY OF SANTA ANA
OBSOLETE RECORDS DESTRUCTION SCHEDULE
PERSONNEL SERVICES DEPARTMENT
2006
PERSONNEL
SERVICES DEPARTMENT
RECORD
RECORD
RECORD
RECORD
CATEGORY
SERIES
DESCRIPTION
DATES
ENROLLMENT
Dental Insurance
Employee dental insurance enrollment
EE Separated June
FORMS
forms **
2005 and prior
(OFFICIAL)
Flexible
Enrollment forms for flexible spending
EE Separated June
Spending,
program **
2005 and prior
Section 125
Life Insurance
Employee life insurance enrollment forms **
EE Separated June
2005 and prior
Long -Term
Employee Long -Term Disability Insurance
EE Separated June
Disability
enrollment forms **
2005 and prior
Insurance
Medical
Employee medical insurance enrollment
EE Separated June
Insurance
forms **
2005 and prior
EQUAL
Employment and
Personnel and employment records,
EE Separated June
EMPLOYMENT
personnel
including application forms *, records
2005 and prior
OPPORTUNITY
records
pertaining to promotions * *, layoffs * *,
COMMISSION
terminations ", salaries ** and training*
(EEOC)
Involuntary
Personnel records of terminated employee **
EE Separated June
termination
2005 and prior
OFFICIAL
Certification/
Request for Certification and /or
EE Separated June
PERSONNEL
Reassignment
reassignment forms which document and
2005 and prior
FILES
Forms
authorize hiring, reassignment, or other
employee actions. **
Certificates of
Certificates issued to EE which show
EE Separated June
Training
completion date of training class(es).*
2005 and prior
Commendation
Letters of commendation and /or other
EE Separated June
Letters
congratulatory documents received by and /or
2005 and prior
issued to EE.*
Disciplinary
Memorandums, letters, or other records of
EE Separated June
Actions
proposed and /or implemented disciplinary
2005 and prior
action(s). **
Doctor's Notes/
Notes /medical release forms, etc., submitted
EE Separated June
Medical
regarding employee's medical condition. **
2005 and prior
Releases
Drug Screen
Pre - placement and drug screening
EE Separated June
Test
authorization and acknowledgement form(s)
2005 and prior
and results of drug screening. **
19C -7
PERSONNEL
SERVICES DEPARTMENT
RECORD
RECORD
RECORD
RECORD
CATEGORY
SERIES
DESCRIPTION
DATES
OFFICIAL
Family and
Basic employee data (name, address, class
EE Separated June
PERSONNEL
Medical Leave
title, pay rate, hours worked per pay period;
2005 and prior
FILES
(FML)
additions to or deductions from wages).
Dates (or hours) FML designated/ taken;
FML notices given to employer by employee;
documents from employer describing FML
policies; records of premium payments of
employee benefits; records of any disputed
confidential files: records /documents relating
to medical certifications. **
Job Application
Applications for employment and resumes (if
EE Separated June
any) for hired employees.*
2005 and prior
Medical Leave of
Leave of Absence forms used in the
EE Separated June
Absences **
documentation of medical leave (including
2005 and prior
pregnancy leave and Family and Medical
Leave). **
Miscellaneous
Documents not specifically mentioned but
EE Separated June
Documents
kept in official personnel file. * **
2005 and prior
Notice of
Form completed by employee and /or
EE Separated June
Separation
department indicating effective date of
2005 and prior
separation, last day on the job, reason for
separation, etc. **
Oath of Office
Form completed and signed by employee
EE Separated June
affirming allegiance to the Constitution of the
2005 and prior
United States and the Constitution of the
State of California.*
Outside
Form submitted by employee for approval for
EE Separated June
Employment
employee to be engaged in outside
2005 and prior
employment.*
Performance
Employee performance evaluation forms
EE Separated June
Evaluations
completed by supervisory personnel re
2005 and prior
employees' accomplishment of their
assigned duties and responsibilities, etc.*
PERS
Forms to enroll employees in the Public
EE Separated June
Enrollment
Employees' Retirement System (PERS) **
2005 and prior
Pre - Employment
Forms completed by employee and medical
EE Separated June
Medical
clinic to assess physical capability of
2005 and prior
employee prior to hiring. **
Security Check
Form completed by Personnel Svcs to
EE Separated June
Form
request Police Dept to conduct security
2005 and prior
check on employee prior to hiring.*
Special Licenses
Special licenses issued to employees from
EE Separated June
DMV, accredited schools, etc., verifying
2005 and prior
employee meets certain job - related
requirements.*
Tuition
Copies of applications for training and
EE Separated June
Reimbursement
educational assistance which show EE
2005 and prior
Request
request, department head approval, and final
disposition of request.*
19C -8
PERSONNEL SERVICES DEPARTMENT
RECORD
RECORD
RECORD
RECORD
CATEGORY
SERIES
DESCRIPTION
DATES
OFFICIAL
Union Bank
Form signed by employee authorizing leave
EE Separated June
PERSONNEL
Donation Form
hours be donated to the Union Business
2005 and prior
FILES
Leave Bank to be used by union leaders for
Union Business.*
W -4 form
Employee's Withholding Allowance
EE Separated June
Certificate completed by EE authorizing
2005 and prior
employer to withhold Federal income tax
from employee's pay and /or for indicating
exemption. **
Please see attached spreadsheet, dated June 17, 2010, listing personnel files to be purged /digitally
imaged.
* Will be purged
** Will be digitally imaged
* ** If non - medical records,
PREPARED BY:
will be purged; if medical records, will be digitally imaged.
4er
Susan Wath n for Date
Michael S. Ernandes,
Personnel Operations Manager
RECORDS DESTROYED:
Number of Boxes
19C -9
CONSENT BY:
Y 6 `
l ro
Kathie Gonz\aiez bate
Executive Director
Personnel Services Department
APPROVEQ BY:
1/ Jo eph Fletcher t Date
City Attorney
19C -10
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19C -10
CITY OF SANTA ANA
OBSOLETE RECORDS DESTRUCTION SCHEDULE
PERSONNEL SERVICES DEPARTMENT
inna
PERSONNEL SERVICES DEPARTMENT
RECORD
RECORD
RECORD
RECORD
CATEGORY
SERIES
DESCRIPTION
DATES
RECRUITMENTS
Background
Materials used in the preparation/
June 2007 and prior
Materials
implementation of recruitments. **
Bilingual
Forms certifying bilingual capabilitiesfer
June 2007 and prior
Certification
employees FeGeiviRg biliRgual pay apAfor
Forms
applicants for recruitments which require
bilingual capabiliity.*
Ethnicity Stubs
From employment applications submitted at
June 2007 and prior
recruitment time, are kept for outreach
purposes.*
Examination
Examination answer sheets completed by
June 2007 and prior
Answer Sheets
applicants during testing process and other
testing materials.*
Official Eligible
Eligible lists signed by City Manager. Lists of
June 2007 and prior
Lists
individuals placed on an eligible list card for
hiring purposes (copies only - original signed
eligible lists are with recruitment file folder
(according to classification title)). **
See attached spreadsheet, dated June 17, 2010, with recruitment flies to be purged /digitally imaged.
* Will be purged
** Will be digitally imaged
PREPARED BY:
Susan Wathen for Date
Michael S. Ernandes
Personnel Operations Manager
RECORDS DESTROYED:
Number of Boxes
19C -11
CONSENT BY:
Kathie Gonzalez ate
Executive Director
Personnel Services Department
D BY:
t . E2&
46seph Fletch Date
City Attorney
19C -12
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19C -12
REQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
AUGUST 2, 2010
TITLE:
QUARTERLY REPORT OF INVESTMENTS AS OF
JUNE 30, 2010
, " 4 �•.. --
CITY MANAGER
RECOMMENDED ACTION
Receive and file.
DISCUSSION
CLERK OF COUNCIL USE ONLY:
APPROVED
❑ As Recommended
❑ As Amended
❑ Ordinance on 151 Reading
❑ Ordinance on 2nd Reading
❑ Implementing Resolution
❑ Set Public Hearing For_
CONTINUED TO
FILE NUMBER
In 1995, the State of California enacted legislation revising the reporting requirements relative to
investment of funds by governmental agencies. These requirements, which became effective on
January 1, 1996, mandate that a statement outlining the ability of both the City and the
Redevelopment Agency to meet the budgeted expenditures for the subsequent six months be
submitted to the City Council on a quarterly basis. The legislation dictates that this quarterly
report contain the seven major elements listed below:
• Type of investments,
• Date of maturity,
• Par and dollar amounts invested in each security,
• Weighted average maturity of the investments,
• Market value as of the date of the report,
• Source of the market value information, and
• Any funds, investments or programs, including loans,
under the management of contracted parties.
State statutes require that a quarterly report be presented at a Council meeting; however, our
office continues to provide this information monthly. The information is in compliance with State
law and the City's Investment Policy. The attached report (Exhibit 1) accurately reflects all
pooled investments held on behalf of the City and Redevelopment Agency as of June 30, 2010.
19D -1
QUARTERLY REPORT OF INVESTMENTS
Page 2
FISCAL IMPACT
There is no fiscal impact associated with this action.
1- ssi» b> 11 \\
Francisco Gutierrez
Executive Director
Finance & Management Services Agency
Exhibit 1 Treasurer's Report
W01 MA
CITY OF SANTA ANA
TREASURER'S REPORT
as of June 30, 2010
EXHIBIT 1
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19D -12
REQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
AUGUST 2, 2010
TITLE:
APPROPRIATION ADJUSTMENT
ACCEPTING THE OFFICE OF TRAFFIC
SAFETY GRANT
CITY MANAGER
RECOMMENDED ACTION
CLERK OF COUNCIL USE ONLY:
APPROVED
❑ As Recommended
❑ As Amended
❑ Ordinance on 15t Reading
❑ Ordinance on 2nd Reading
❑ implementing Resolution
❑ Set Public Hearing For_
CONTINUED TO
FILE NUMBER
Approve an appropriation adjustment accepting the California Office of Traffic Safety, DUI
Enforcement and Awareness Program Grant in the amount of $291,500 into the revenue account
16514002 52001 and appropriate same into the California Office of Traffic Safety, DUI Enforcement
and Awareness Program expenditure accounts 16514414 61040.
DISCUSSION
The Santa Ana Police Department has been awarded a $291,500 grant from the State of California,
Office of Traffic Safety (OTS) under the Traffic Safety, DUI Enforcement and Awareness Program.
This grant funding will allow the Police Department to fund programs on an overtime basis which will
reduce the number of persons killed and injured in alcohol involved crashes. The funded strategies
include DUI /Driver's License checkpoints and DUI saturation patrols. This program will also develop
a "Hot Sheet" program and conduct "Stakeout" operations for officers to concentrate on repeat DUI
offenders on probation who have had their license suspended or revoked. Court "sting" operations
will focus on DUI offenders with suspended or revoked driver licenses who get behind the wheel after
leaving court. Through warrant service details, the police department will target repeat DUI violators
who failed to appear in court or violate probation. These strategies are designed to earn media
attention thus enhancing the overall deterrent effect.
FISCAL IMPACT
Approval of the appropriation adjustment will enhance the OTS, DUI Enforcement and Awareness
Program revenue account 16514002 52001 by $291,500 and increase the same into the OTS, DUI
Enforcement and Awareness Program expenditure account 16514414 61040.
Paul M. Walters
Chief of Police
Police Department
APPROVED AS TO FUNDS AND ACCOUNTS:
Francisco Gutierrez
Executive Director
20A -1 Finance & Mgmt. Services Agency
` ll"
REQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
AUGUST 2, 2010
TITLE:
APPROPRIATION ADJUSTMENT
ACCEPTING DONATION FROM
WOMAN'S CLUB OF SANTA ANA
t
CrTY MANAGER
RECOMMENDED ACTION
CLERK OF COUNCIL USE ONLY:
APPROVED
❑ As Recommended
❑ As Amended
❑ Ordinance on 1st Reading
❑ Ordinance on 2nd Reading
❑ Implementing Resolution
❑ Set Public Hearing For_
CONTINUED TO
FILE NUMBER
Approve an appropriation adjustment accepting a donation from the Woman's Club of Santa Ana
funds of $5,000 in revenue account (No. 02414002 57081) to increase the Police Department's Gifts
and Donations.
DISCUSSION
The Women's Club of Santa Ana has donated $5,000 to the Police Department's Canine Unit. The
donation was designated to be used at the discretion of the Chief of Police for canine use. The unit
will be using these funds for equipment purchases and canine training purposes. time patrolling the
streets.
FISCAL IMPACT
The appropriation adjustment will enhance the Police Department's Gifts and Donations revenue
account (No. 02414002 57081) by $5,000 and K -9 Animal Services expenditure (No. 02414430
62120) BY $5,000.
L� 1 --
Pau M. Walters
Chief of Police
Police Department
APPROVED AS TO FUNDS AND ACCOUNTS:
Francisco Gutierrez
Executive Director
Finance & Mngmt. Services Agency
41
ql =
REQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
AUGUST 2, 2010
TITLE:
CONTRACT RENEWAL FOR
TRANSPORTATION SERVICES FOR
THE SENIOR CENTERS
(SPEC. NO. 09 -036)
CITY MANAGER
RECOMMENDED ACTION
CLERK OF COUNCIL USE ONLY:
APPROVED
❑ As Recommended
❑ As Amended
❑ Ordinance on 15t Reading
❑ Ordinance on 2nd Reading
❑ Implementing Resolution
❑ Set Public Hearing For_
CONTINUED TO
FILE NUMBER
Renew the contract with JFK Transportation to provide transportation services for the Senior Centers
for a one -year period in an annual amount not to exceed $40,000.
DISCUSSION
The Parks, Recreation and Community Services Agency ( PRCSA) provides a full scope of senior
services, including health and fitness classes, volunteer opportunities, medical and legal
consultations, and home delivered and on -site meal programs. Additionally, PRCSA arranges daily
transportation services between Senior's homes and the City's Senior Centers including daily
shopping trips and monthly excursions to local venues. The vehicles make approximately 2,000
round trips a month and are specially designed to accommodate individuals with disabilities.
On July 6, 2009, the City Council awarded a contract to JFK Transportation for a one -year period,
with provisions for four one -year renewals. The vendor has performed satisfactorily during the past
contract period and has agreed to renew the contract without an increase in pricing. Staff
recommends the first renewal of the contract. The annual amount is based upon past usage and
staff's projection for the next year.
FISCAL IMPACT
Funds are available in the Parks, Recreation & Community Services Recreation account (no.
01113230- 62300).
Gerardo Moue
Executive Dire for
Parks, Rec. & Comm. Svcs. Agency
APPROVED AS TO FUNDS AND ACCOUNTS:
Francisco Gutierrez
Executive Director
Finance & Management Services Agency/,,-,,
KM 22A -1
22A -2
REQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
AUGUST 2, 2010
TITLE:
CONTRACT RENEWAL
FOR BLOOD AND BREATH
TECHNICIAN SERVICES
(SPEC. NO. 07 -060)
CITY MANAGER
RECOMMENDED ACTION
CLERK OF COUNCIL USE ONLY:
APPROVED
❑ As Recommended
❑ As Amended
❑ Ordinance on 15t Reading
❑ Ordinance on 2 "d Reading
❑ Implementing Resolution
❑ Set Public Hearing For_
CONTINUED TO
FILE NUMBER
Renew the contract with California Forensic Phlebotomy, Inc., for blood and breath technician
services in an annual amount not to exceed $120,000.
DISCUSSION
The Santa Ana Police Department Forensics Division contracts with California Forensic
Phlebotomy, Inc., the current provider of blood and breath technician services for all Orange
County law enforcement agencies, to provide blood alcohol level testing and analysis, drug
content, blood typing, and DNA testing. The testing is required for use as evidence in the
prosecution of criminal cases.
On July 2, 2007, the City Council awarded a contract to California Forensic Phlebotomy, Inc., for
a two -year term, with provision for three, one -year renewals. The vendor has agreed to renew
the contract. California Forensic Phlebotomy, inc., has been providing service to the City since
1992, and has performed satisfactorily during this time. As a result, the Police Department
recommends Council approval of this action.
FISCAL IMPACT
Funds are available in the Police Patrol Services Other Contractual Services account (no.
01114420- 62300).
22B -1
Contract Renewal for Blood and Breath
Technician Services
August 2, 2010
Page 2
f CA-
Paul M. Walters
Chief of Police
PD /EG /07 -060
APPROVED AS TO FUNDS AND ACCOUNTS:
Francisco Gutierrez
Executive Director
Finance & Mgmt. Services Agencyy
REQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
AUGUST 2, 2010
TITLE:
CONTRACT RENEWAL FOR
TRAFFIC LINE PAINTING AND
TRAFFIC SIGN MAINTENANCE
(SPEC. NO. 08 -060)
CITY MANAGER
RECOMMENDED ACTION
CLERK OF COUNCIL USE ONLY:
APPROVED
❑ As Recommended
❑ As Amended
❑ Ordinance on 151 Reading
❑ Ordinance on 2 "d Reading
❑ Implementing Resolution
❑ Set Public Hearing For_
CONTINUED TO
FILE NUMBER
Renew the contract with Orange County Striping Service, Inc., for roadway striping and markings
and traffic sign maintenance for a one -year period in an annual amount not to exceed $440,275.
DISCUSSION
The Public Works Agency's Roadway Marking and Signs Section manages approximately 400
miles of streets in the city. Contracts are required for the installation and removal of traffic stripes,
pavement markings, curb markings, and raised pavement markers, as well as the installation,
removal or relocation of traffic signs. To minimize impact on traffic flow, roadway striping and sign
maintenance is conducted at night.
On November 17, 2008, the City Council awarded a contract to Orange County Striping Service,
Inc. for a one -year period, with provision for three one -year renewals. In the last year, crews have
restriped 2,550,000 linear feet of roadway, and repainted 126,498 linear feet of curb, 2,627
legends, 4,421 arrows, and 277,907 linear feet of 12 -inch line. The vendor has performed
satisfactorily during the past contract period and has agreed to renew the contract without an
increase in pricing. Staff recommends the second renewal of the contract.
FISCAL IMPACT
Funds are available in the Roadway Markings and Signs Account (no. 01117625- 62300).
Raul Godinez II
Executive Director
Public Works Agency
APPROVED AS TO FUNDS AND ACCOUNTS:
Francisco Gutierrez
Executive Director
Finance and Management Services Agency �--
22C -1
22C -2
REQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
AUGUST 2, 2010
TITLE:
CONTRACT AWARD FOR SR55/
MACARTHUR BOULEVARD RAMPS
WIDENING (PROJECT NO. 072503)
""2., -
CITY MANAGER
RECOMMENDED ACTION
CLERK OF COUNCIL USE ONLY:
APPROVED
❑ As Recommended
❑ As Amended
❑ Ordinance on 1s` Reading
❑ Ordinance on 2nd Reading
❑ Implementing Resolution
❑ Set Public Hearing For
CONTINUED TO
FILE NUMBER
Award a contract to Peterson -Chase General Engineering Construction, Inc., the lowest
responsible bidder, in accordance with unit bid prices in the estimated amount of
$1,126,850.64 for construction of SR -55 /MacArthur Boulevard Ramps Widening.
2. Approve a Funding Analysis with a total estimated construction cost of $1,577,000.
3. Direct the City Manager and Clerk of the Council to execute the attached Construction
Cooperative Agreement with Caltrans for the State Route 55 /MacArthur Boulevard Ramps
Widening project.
DISCUSSION
This project includes widening eastbound MacArthur Boulevard from three to four lanes between
Hutton Centre Drive and the northbound State Route 55 on -ramp, and widening the southbound
and northbound State Route 55 on -ramps from one to two metered lanes (Exhibit 1). This is a
traffic mitigation measure for the MacArthur Place South development. The proposed
improvements to the ramps and roadway are necessary to provide additional capacity for the
increased traffic volume anticipated in project build -out year 2035. Once completed, these
improvements will improve traffic flow on MacArthur Boulevard.
Since this project includes work within Caltrans right -of -way, a construction cooperative agreement
between the City and Caltrans is required.
23A -1
Contract Award for
SR55 /MacArthur Blvd.
Ramps Widening
August 2, 2010
Page 2
The Notice Inviting Bids was advertised on June 4 and 7, 2010, and bids were opened on July 8,
2010. A summary of the bid invitations mailed, the bids received, and the bid results follows.
Santa Ana Contractors receiving notices: 21
Contractors requesting bidding documents: 36
Bids received: 8
Bids received from Santa Ana Contractors: 1
NAME OF RESPONSIVE BIDDER
CITY
BID AMOUNT
1.
Peterson -Chase General Engr. Constr., Inc.
Irvine
$1,126,850.64
2.
Powell Contractors
Fontana
$1,294,997.40
3.
All American Asphalt
Corona
$1,324,838.92
4.
Beador Construction Company
Corona
$1,353,300.00
5.
Excel Paving Company
Long Beach
$1,442,962.25
6.
Highland Estimate
Orange
$1,664,764.55
7.
Griffith Company
Santa Fe Springs
$2,004,487.91
A total of eight bids were received and all but one were responsive. Chumo Construction failed to
submit addendum number two that revises the contract bid items, thereby making their bid non-
responsive. The lowest bid was submitted by Peterson -Chase General Engineering Construction,
Inc., for $1,126,850.64, which is below the Engineer's estimate of $2,036,092.
ENVIRONMENTAL IMPACT
In accordance with the California Environmental Quality Act, the recommended action is exempt
from further review. Categorical Exemption Environmental Review No. 2009 -14 was filed for the
project.
Contract Award for
SR55 /MacArthur Blvd.
Ramps Widening
August 2, 2010
Page 3
FISCAL IMPACT
The funding analysis shows a total estimated construction cost of $1,577,000 for the project
(Exhibit 2). Funds are available in the Measure M Regional Interchange Program Fund
(accounting unit 03217660 - 662.20) and the Transportation System Improvement Area E Fund
(accounting unit 03417660- 66220).
r'
Raul Godinez II'
Executive Directo
Public Works Agency
RGNVA
Exhibit 1: Project Location Map
2: Funding Analysis
APPROVED AS TO FUNDS AND ACCOUNTS:
Francisco Gutierrez
Executive Director
Finance & Management Services Agency
FUNDING ANALYSIS
PROJECT NO. 072503
SR55 /MACARTHUR BLVD. RAMPS WIDENING
Construction Contract
$1,126,850
Contract Administration
$28,979
Inspection and Testing
$90,000
Survey Staking
$50,000
Contingencies
$281,171
TOTAL ESTIMATED CONSTRUCTION COSTS $1,577,000
Exhibit 2
23A -4
12- ORA- 55- 6.8 -6.9
EA: OH290
District Agreement 12 -0624
COOPERATIVE AGREEMENT
This agreement, effective on , is between the State of
California, acting through its Department of Transportation, referred to as CALTRANS, and:
City of Santa Ana, a body politic and municipal corporation or chartered city of the State
of California, referred to as SANTA ANA.
RECITALS
CALTRANS and SANTA ANA, collectively referred to as PARTNERS, are authorized to
enter into a cooperative agreement for improvements within the SHS right of way per
Streets and Highways Code sections 114 and/or 130.
2. WORK completed under this agreement contributes toward the ramp improvement at
MacArthur Boulevard and State Route 55, referred to as PROJECT.
PARTNERS will cooperate to the construction of the project in which STATE will
provide IQA and CITY agreed to reimburse STATE for providing source inspection.
4. This agreement is separate from and does not modify or supersede prior Cooperative
Agreement No. 12 -0568.
5. No PROJECT deliverables have been completed prior to this agreement.
6. The estimated date for COMPLETION OF WORK is June 29, 2012.
7. PARTNERS now define in this agreement the terms and conditions under which they will
accomplish WORK.
DEFINITIONS
CALTRANS STANDARDS — CALTRANS policies and procedures, including, but not limited
to, the guidance provided in the Guide to Capital Project Delivery Workplan Standards
(previously known as WBS Guide) available at
http://www.dot.ca.gov/hq/projmgmt/guidance.htm.
PACT Version 9.1 3.31.08
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District Agreement 12 -0624
CEQA — The California Environmental Quality Act (California Public Resources Code, sections
21000 et seq.) that requires State and local agencies to identify the significant environmental
impacts of their actions and to avoid or mitigate those significant impacts, if feasible.
COMPLETION OF WORK — All PARTNERS have met all scope, cost, and schedule
commitments included in this agreement and have signed a COOPERATIVE AGREEMENT
CLOSURE STATEMENT.
CONSTRUCTION — The project component that includes the activities involved in the
administration, acceptance, and final documentation of a construction contract for PROJECT.
COOPERATIVE AGREEMENT CLOSURE STATEMENT — A document signed by
PARTNERS that verifies the completion of all scope, cost, and schedule commitments included
in this agreement.
FHWA — Federal Highway Administration.
FHWA STANDARDS — FHWA regulations, policies and procedures, including, but not limited
to, the guidance provided at hqp: / /www.fbwa.dot.goy/programs.html.
FUNDING PARTNER — A partner who commits a defined dollar amount to WORK.
FUNDING SUMMARY - The table in which PARTNERS designate funding sources, types of
funds, and the project components in which the funds are to be spent. Funds listed on the
FUNDING SUMMARY are "not -to- exceed" amounts for each FUNDING PARTNER.
HM -1— Hazardous material (including, but not limited to, hazardous waste) that may require
removal and disposal pursuant to federal or state law whether it is disturbed by PROJECT or not.
HM -2 — Hazardous material (including, but not limited to, hazardous waste) that may require
removal and disposal pursuant to federal or state law only if disturbed by PROJECT.
HM MANAGEMENT ACTIVITIES — Management activities related to either HM -1 or HM -2
including, without limitation, any necessary manifest requirements and disposal facility
designations.
IMPLEMENTING AGENCY — The partner responsible for managing the scope, cost, and
schedule of a project component to ensure the completion of that component.
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District Agreement 12 -0624
IQA — Independent Quality Assurance — Ensuring that IMPLEMENTING AGENCY'S quality
assurance activities result in WORK being developed in accordance with the applicable
standards and within an established Quality Management Plan. IQA does not include any work
necessary to actually develop or deliver WORK or any validation by verifying or rechecking
work performed by another partner.
PARTNERS — The term that collectively references all of the signatory agencies to this
agreement. This term only describes the relationship between these agencies to work together to
achieve a mutually beneficial goal. It is not used in the traditional legal sense in which one
partner's individual actions legally bind the other partners.
PROJECT MANAGEMENT PLAN — A group of documents used to guide a project's
execution and control throughout the project's lifecycle.
RESIDENT ENGINEER — A civil engineer licensed in the State of California who is
responsible for construction contract administration activities. Said engineer shall be independent
of the design engineering company and the construction contractor.
SCOPE SUMMARY — The table in which PARTNERS designate their commitment to specific
scope activities within each project component as outlined by the Guide to Capital Project
Delivery Workplan Standards (previously known as WBS Guide) available at
http://www.dot.ca.gov/hq/projmgmt/guidance.htm.
SHS — State Highway System.
SPONSOR(S) — The partner that accepts the obligation to secure financial resources to fully
fund WORK. This includes any additional funds beyond those committed in this agreement
necessary to complete the full scope of WORK defined in this agreement or settle claims.
SFM (State Furnished Material) — Any materials or equipment supplied by CALTRANS
WORK — All scope and cost commitments included in this agreement.
RESPONSIBILITIES
8. SANTA ANA is SPONSOR for all WORK.
9. SANTA ANA is the only FUNDING PARTNER for this agreement. SANTA ANA's
funding commitment is defined in the FUNDING SUMMARY.
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District Agreement 12 -0624
10. SANTA ANA is the CEQA lead agency for PROJECT.
11. CALTRANS is the CEQA responsible agency for the PROJECT.
12. SANTA ANA is IMPLEMENTING AGENCY for CONSTRUCTION.
SCOPE
Scope: General
13. All WORK will be performed in accordance with federal and California laws, regulations,
and standards.
All WORK will be performed in accordance with FHWA STANDARDS and
CALTRANS STANDARDS.
14. IMPLEMENTING AGENCY for a project component will provide a Quality Management
Plan for that component as part of the PROJECT MANAGEMENT PLAN.
15. CALTRANS will provide IQA for the portions of WORK within existing and proposed
SHS right of way. CALTRANS retains the right to reject noncompliant WORK, protect
public safety, preserve property rights, and ensure that all WORK is in the best interest of
the SHS.
16. CALTRANS will provide Source Inspection Service.
17. SANTA ANA may provide IQA for the portions of WORK outside existing and proposed
SHS right of way.
18. PARTNERS may, at their own expense, have a representative observe any scope, cost, or
schedule commitments performed by another partner. Observation does not constitute
authority over those commitments.
19. Each partner will ensure that all of their personnel participating in WORK are
appropriately qualified to perform the tasks assigned to them.
20. PARTNERS will invite each other to participate in the selection and retention of any
consultants who participate in WORK.
21. PARTNERS will conform to sections 1720 — 1815 of the California Labor Code and all
applicable regulations and coverage determinations issued by the Director of Industrial
Relations if PROJECT work is done under contract (not completed by a partner's own
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District Agreement 12 -0624
employees) and is governed by the Labor Code's definition of a "public work" (section
1720(a)(1)).
PARTNERS will include wage requirements in all contracts for "public work" and will
require their contractors and consultants to include prevailing wage requirements in all
agreement - funded subcontracts for "public work ".
22. IMPLEMENTING AGENCY for each project component included in this agreement will
be available to help resolve WORK- related problems generated by that component for the
entire duration of PROJECT.
23. CALTRANS will issue, upon proper application, at no cost, the encroachment permits
required for WORK within SHS right of way.
Contractors and/or agents, and utility owners will not perform WORK without an
encroachment permit issued in their name.
24. If unanticipated cultural, archaeological, paleontological, or other protected resources are
discovered during WORK, all work in that area will stop until a qualified professional can
evaluate the nature and significance of the discovery and a plan is approved for its removal
or protection. SANTA ANA will notify CALTRANS within twenty four (24) of any
discovery.
25. PARTNERS anticipate that environmental permits, approvals, and applicable agreements
are not needed for PROJECT. In the event that environmental permits, approvals, and
applicable agreements are needed for PROJECT, PARTNERS will amend this agreement
to include completion of those environmental permits, approvals, and applicable
agreements.
26. PARTNERS will hold all administrative draft and administrative final reports, studies,
materials, and documentation relied upon, produced, created, or utilized for PROJECT in
confidence to the extent permitted by law. Where applicable, the provisions of California
Government Code section 6254.5(e) will govern the disclosure of such documents in the
event that PARTNERS share said documents with each other.
PARTNERS will not distribute, release, or share said documents with anyone other than
employees, agents, and consultants who require access to complete WORK without the
written consent of the partner authorized to release them, unless required or authorized to
do so by law.
27. If any partner receives a public records request, pertaining to WORK under this
agreement, that partner will notify PARTNERS within five (5) working days of receipt and
make PARTNERS aware of any transferred public documents. PARTNERS will consult
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District Agreement 12 -0624
with each other prior to the release of any public documents related to the PROJECT and
provided by the other partner.
28. If HM -1 or HM -2 is found during WORK, IMPLEMENTING AGENCY for the project
component during which it is found will immediately notify PARTNERS.
29. CALTRANS, independent of PROJECT, is responsible for any HM -1 found within
existing SHS right of way. CALTRANS will undertake HM -1 MANAGEMENT
ACTIVITIES with minimum impact to PROJECT schedule.
30. SANTA ANA, independent of PROJECT, is responsible for any HM -1 found within the
Project limits outside existing SHS right of way. SANTA ANA will undertake or cause to
be undertaken HM -1 MANAGEMENT ACTIVITIES with minimum impacts to
PROJECT schedule.
31. If HM -2 is found within PROJECT limits, the public agency responsible for the
advertisement, award, and administration (AAA) of the PROJECT construction contract
will be responsible for HM -2 MANAGEMENT ACTIVITIES.
32. CALTRANS' acquisition or acceptance of title to any property on which any HM -1 or
HM -2 is found will proceed in accordance with CALTRANS' policy on such acquisition.
33. PARTNERS will comply with all of the commitments and conditions set forth in the
environmental documentation, environmental permits, approvals, and applicable
agreements as those commitments and conditions apply to each partner's responsibilities
in this agreement.
34. IMPLEMENTING AGENCY for each project component will furnish PARTNERS with
only a final scope, cost, and schedule report for WORK completed in that component.
35. Upon COMPLETION OF WORK, ownership and title to all materials and equipment
constructed or installed as part of WORK within SHS right of way become the property of
CALTRANS.
36. IMPLEMENTING AGENCY for a project component will accept, reject, compromise,
settle, or litigate claims of any non - agreement parties hired to do WORK in that
component.
37. PARTNERS will confer on any claim that may affect WORK or PARTNERS' liability or
responsibility under this agreement in order to retain resolution possibilities for potential
future claims. No partner shall prejudice the rights of another partner until after
PARTNERS confer on claim.
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District Agreement 12 -0624
38. PARTNERS will maintain and make available to each other all WORK- related documents,
including financial data, during the term of this agreement and retain those records for four
(4) years from the date of termination or COMPLETION OF WORK, or three (3) years
from the date of final federal voucher, whichever is later.
39. PARTNERS have the right to audit each other in accordance with generally accepted
governmental audit standards.
CALTRANS, the State auditor, FHWA, and SANTA ANA will have access to all
WORK- related records of each partner for audit, examination, excerpt, or transaction.
The examination of any records will take place in the offices and locations where said
records are generated and/or stored and will be accomplished during reasonable hours of
operation.
The audited partner will review the preliminary audit, findings, and recommendations,
and provide written comments within 60 calendar days of receipt.
Any audit dispute not resolved by PARTNERS is subject to dispute resolution. Any costs
arising out of the dispute resolution process will be paid within 30 calendar days of the
final audit or dispute resolution findings.
40. PARTNERS consent to service of process by mailing copies by registered or certified
mail, postage prepaid. Such service becomes effective 30 calendar days after mailing.
However, nothing in this agreement affects PARTNERS' rights to serve process in any
other matter permitted by law.
41. PARTNERS will not incur costs beyond the funding commitments in this agreement. If
IMPLEMENTING AGENCY anticipates that funding for WORK will be insufficient to
complete WORK, SPONSOR(S) will seek out additional funds and PARTNERS will
amend this agreement.
42. If WORK stops for any reason, IMPLEMENTING AGENCY will place all facilities
impacted by WORK in a safe and operable condition acceptable to CALTRANS.
43. If WORK stops for any reason, PARTNERS are still obligated to implement all applicable
commitments and conditions included in the PROJECT environmental documentation,
permits, agreements, or approvals that are in effect at the time that WORK stops, as they
apply to each partner's responsibilities in this agreement, in order to keep PROJECT in
environmental compliance until WORK resumes.
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District Agreement 12 -0624
44. Each partner accepts responsibility to complete the activities that they selected on the
SCOPE SUMMARY. Activities marked with "N /A" on the SCOPE SUMMARY are not
included in the scope of this agreement.
Scope: CONSTRUCTION
45. SANTA ANA will advertise, open bids, award, and approve the construction contract in
accordance with the Public Contract Code and the California Labor Code.
SANTA ANA will not advertise the construction contract until CALTRANS completes
or accepts the final plans, specifications, and estimate package; CALTRANS approves
the Right of Way Certification; and FUNDING PARTNERS fully fund WORK.
By accepting responsibility to advertise and award the construction contract, SANTA
ANA also accepts responsibility to administer the construction contract.
46. SANTA ANA will provide a RESIDENT ENGINEER and construction support staff who
are independent of the design engineering company and construction contractor.
47. PARTNERS will implement changes to the construction contract through contract change
orders (CCOs). PARTNERS will review and concur on all CCOs over $50,000. All CCOs
affecting public safety or the preservation of property, all design and specification
changes, and all major changes as defined in the CALTRANS Construction Manual will
be approved by CALTRANS in advance of the CCO work to be performed.
48. If the lowest responsible construction contract bid (plus estimated contingencies,
supplemental costs and State Furnished Material costs) is equal to or less than the amount
shown on the FUNDING SUMMARY for CONSTRUCTION Capital, the
IMPLEMENTING AGENCY may award the contract. If the lowest responsible
construction contract bid is greater than the amount shown on the FUNDING SUMMARY
for CONSTRUCTION Capital, all PARTNERS must be involved in determining how to
proceed. If PARTNERS do not agree in writing on a course of action within 15 working
days, this agreement will terminate.
49. SANTA ANA will require the construction contractor to furnish payment and performance
bonds naming SANTA ANA as obligee and to carry liability insurance in accordance with
CALTRANS specifications.
50. SANTA ANA will submit a written request to CALTRANS for any SFM identified in the
PROJECT PS &E package a minimum of 45 days prior to the bid advertisement date for
PROJECT construction contract. SANTA ANA will submit a written request to
CALTRANS for any additional SFM deemed necessary during PROJECT construction.
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District Agreement 12 -0624
51. Upon receipt of both SFM and full payment of CALTRANS' invoice for estimated SFM
costs, CALTRANS will make the SFM available at a CALTRANS- designated location.
52. SANTA ANA will provide maintenance for those portions of the SHS within WORK
limits until COMPLETION OF WORK, after which, maintenance will be handled through
an existing maintenance agreement.
COST
Cost: General
53. SPONSOR(S) will secure funds for all WORK including any additional funds beyond the
FUNDING PARTNERS' existing commitments in this agreement. Any change to the
funding commitments outlined in this agreement requires an amendment to this agreement.
54. The cost of any awards, judgments, or settlements generated by WORK is a WORK cost.
55. CALTRANS, independent of PROJECT, will pay all costs for HM MANAGEMENT
ACTIVITIES related to HM -1 found within existing SHS right of way.
56. SANTA ANA, independent of PROJECT, will pay, or cause to be paid, all costs for HM
MANAGEMENT ACTIVITIES related to any HM -1 found within PROJECT limits and
outside of existing SHS right of way.
57. HM MANAGEMENT ACTIVITIES costs related to HM -2 are CONSTRUCTION
SUPPORT and CONSTRUCTION CAPITAL costs.
58. The cost of coordinating, obtaining, complying with, implementing, and if necessary
renewing and amending resource agency permits, agreements, and/or approvals is a
WORK cost.
59. The cost to comply with and implement the commitments set forth in the environmental
documentation is a WORK cost.
60. The cost to ensure that PROJECT remains in environmental compliance is a WORK cost.
61. The cost of any legal challenges to the CEQA environmental process or documentation is a
WORK cost.
62. Independent of WORK costs, CALTRANS will fund the cost of its own IQA for WORK
done within existing or proposed future SHS right of way.
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District Agreement 12 -0624
63. Independent of WORK costs, SANTA ANA will fund the cost of its own IQA for WORK
done outside existing or proposed future SHS right of way.
64. Fines, interest, or penalties levied against any partner will be paid, independent of WORK
costs, by the partner whose actions or lack of action caused the levy. That partner will
indemnify and defend all other partners.
65. The cost to place PROJECT right of way in a safe and operable condition and meet all
environmental commitments is a WORK cost.
66. Because IMPLEMENTING AGENCY is responsible for managing the scope, cost, and
schedule of a project component, if there are insufficient funds available in this agreement
to place the right of way in a safe and operable condition, the appropriate
IMPLEMENTING AGENCY accepts responsibility to fund these activities until such time
as PARTNERS amend this agreement.
That IMPLEMENTING AGENCY may request reimbursement for these costs during the
amendment process.
67. If there are insufficient funds in this agreement to implement applicable commitments and
conditions included in the PROJECT environmental documentation, permits, agreements,
and /or approvals that are in effect at a time that WORK stops, the partner implementing
the commitments or conditions accepts responsibility to fund these activities until such
time as PARTNERS amend this agreement.
That partner may request reimbursement for these costs during the amendment process.
68. PARTNERS will pay invoices within 30 calendar days of receipt of invoice.
69. FUNDING PARTNERS accept responsibility to provide the funds identified on the
FUNDING SUMMARY.
70. SPONSOR(S) accepts responsibility to ensure full funding for the identified scope of
work.
Cost: CONSTRUCTION Support
71. The cost to maintain the SHS within WORK limits is a WORK cost until COMPLETION
OF WORK, after which, the cost of maintenance will be handled through an existing
maintenance agreement.
72. Each PARTNER listed below may submit invoices for CONSTRUCTION Support:
• CALTRANS may invoice SANTA ANA
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District Agreement 12 -0624
73. PARTNERS will exchange funds for source inspection cost to be invoiced as estimated
cost payment.
CALTRANS will invoice SANTA ANA for a lump sum (single payment) of $5,000 30
working days prior to the construction contract bid advertisement date.
74. After PARTNERS agree that all Scope activities are complete, CATRANS will submit a
final accounting for all WORK costs. Based on the final accounting, PARTNERS will
refund or invoice as necessary in order to satisfy the obligation of this agreement.
Cost: CONSTRUCTION Capital
75. The cost of all STATE FURNISHED MATERIAL is a CONSTRUCTION capital cost.
PARTNERS will exchange funds for SFM cost to be invoiced as estimated cost payment.
CALTRANS will invoice SANTA ANA for the actual cost of any STATE - FURNISHED
MATERIAL.
76. After PARTNERS agree that all Scope activities are complete, CALTRANS will submit a
final accounting for all WORK costs. Based on the final accounting, PARTNERS will
refund or invoice as necessary in order to satisfy the obligation of this agreement.
SCHEDULE
77. PARTNERS will manage the schedule for WORK through the work plan included in the
PROJECT MANAGEMENT PLAN.
GENERAL CONDITIONS
78. This agreement will be understood in accordance with and governed by the Constitution
and laws of the State of California. This agreement will be enforceable in the State of
California. Any legal action arising from this agreement will be filed and maintained in the
Superior Court of Orange County.
79. CALTRANS invoices for support costs including all direct and applicable indirect costs.
Applicable indirect costs are determined by the type of funds being used to pay for
support. State and federal funds are subject the Program Functional Rate. Local funds
(Measure money, developer fees, special assessments, etc.) are subject to the Program
Functional Rate and the Administration Rate. CALTRANS establishes the Program
PACT Version 9.1 5 -28 -09
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District Agreement 12 -0624
Functional Rate and the Administration Rate annually according to State and Federal
regulations.
80. All obligations of CALTRANS under the terms of this agreement are subject to the
appropriation of resources by the Legislature, the State Budget Act authority, and the
allocation of funds by the California Transportation Commission.
81. Any PARTNER who performs IQA does so for its own benefit, further, that PARTNER
cannot be assigned liability due to its IQA activities.
82. Neither SANTA ANA nor any officer or employee thereof is responsible for any injury,
damage or liability occurring by reason of anything done or omitted to be done by
CALTRANS under or in connection with any work, authority, or jurisdiction conferred
upon CALTRANS under this agreement.
It is understood and agreed that CALTRANS will fully defend, indemnify, and save
harmless SANTA ANA and all of its officers and employees from all claims, suits, or
actions of every name, kind, and description brought forth under, but not limited to,
tortious, contractual, inverse condemnation, or other theories or assertions of liability
occurring by reason of anything done or omitted to be done by CALTRANS under this
agreement.
83. Neither CALTRANS nor any officer or employee thereof is responsible for any injury,
damage, or liability occurring by reason of anything done or omitted to be done by
SANTA ANA under or in connection with any work, authority, or jurisdiction conferred
upon SANTA ANA under this agreement.
It is understood and agreed that SANTA ANA will fully defend, indemnify, and save
harmless CALTRANS and all of its officers and employees from all claims, suits, or
actions of every name, kind, and description brought forth under, but not limited to,
tortious, contractual, inverse condemnation, or other theories or assertions of liability
occurring by reason of anything done or omitted to be done by SANTA ANA under this
agreement.
84. This agreement is not intended to create a third party beneficiary or define duties,
obligations, or rights in parties not signatory to this agreement. This agreement is not
intended to affect the legal liability of PARTNERS by imposing any standard of care for
completing WORK different from the standards imposed by law.
85. PARTNERS will not assign or attempt to assign agreement obligations to parties not
signatory to this agreement.
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23A -16
District Agreement 12 -0624
86. Any ambiguity contained in this agreement will not be interpreted against PARTNERS.
PARTNERS waive the provisions of California Civil Code section 1654.
87. A waiver of a partner's performance under this agreement will not constitute a continuous
waiver of any other provision. An amendment made to any article or section of this
agreement does not constitute an amendment to or negate all other articles or sections of
this agreement.
88. A delay or omission to exercise a right or power due to a default does not negate the use of
that right or power in the future when deemed necessary.
89. If any partner defaults in their agreement obligations, the non - defaulting partner(s) will
request in writing that the default be remedied within 30 calendar days. If the defaulting
partner fails to do so, the non - defaulting partner(s) may initiate dispute resolution.
90. PARTNERS will first attempt to resolve agreement disputes at the PROJECT team level.
If they cannot resolve the dispute themselves, the CALTRANS district director and the
executive officer of SANTA ANA will attempt to negotiate a resolution. If no resolution is
reached, PARTNERS' legal counsel will initiate mediation. PARTNERS agree to
participate in mediation in good faith and will share equally in its costs.
Neither the dispute nor the mediation process relieves PARTNERS from full and timely
performance of WORK in accordance with the terms of this agreement. However, if any
partner stops WORK, the other partner(s) may seek equitable relief to ensure that WORK
continues.
Except for equitable relief, no partner may file a civil complaint until after mediation, or
45 calendar days after filing the written mediation request, whichever occurs first.
Any civil complaints will be filed in the Superior Court of Orange County. The
prevailing partner will be entitled to an award of all costs, fees, and expenses, including
reasonable attorney fees as a result of litigating a dispute under this agreement or to
enforce the provisions of this article including equitable relief.
91. PARTNERS maintain the ability to pursue alternative or additional dispute remedies if a
previously selected remedy does not achieve resolution.
92. If any provisions in this agreement are deemed to be, or are in fact, illegal, inoperative, or
unenforceable, those provisions do not render any or all other agreement provisions
invalid, inoperative, or unenforceable, and those provisions will be automatically severed
from this agreement.
PACT Version 9.1 5 -28 -09
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District Agreement 12 -0624
93. This agreement is intended to be PARTNERS' final expression and supersedes all prior
oral understanding or writings pertaining to WORK.
94. If during performance of WORK additional activities or environmental documentation is
necessary to keep PROJECT in environmental compliance, PARTNERS will amend this
agreement to include completion of those additional tasks.
95. PARTNERS will execute a formal written amendment if there are any changes to the
commitments made in this agreement.
96. This agreement will terminate upon COMPLETION OF WORK or upon 30 calendar days'
written notification to terminate and acceptance between PARTNERS, whichever occurs
first.
However, all indemnification, document retention, audit, claims, environmental
commitment, legal challenge, and ownership articles will remain in effect until
terminated or modified in writing by mutual agreement.
97. The following documents are attached to, and made an express part of this agreement:
SCOPE SUMMARY, FUNDING SUMMARY.
98. Signatories may execute this agreement through individual signature pages provided that
each signature is an original. This agreement is not fully executed until all original
signatures are attached.
CONTACT INFORMATION
The information provided below indicates the primary contact data for each partner to this
agreement. PARTNERS will notify each other in writing of any personnel or location changes.
These changes do not require an amendment to this agreement.
The primary agreement contact person for CALTRANS is:
Bob Bazargan, Project Manager
3347 Michelson Dr., Ste #100
Irvine, California 92612
Office Phone: (949) 724 -2100
The primary agreement contact person for SANTA ANA is:
Kenny Nguyen, Sr. Civil Engineer
20 Civic Center Plaza, M -36
Santa Ana, California 92701
Office Phone: (714) 647 -5632
PACT Version 9.1 5 -28 -09
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District Agreement 12 -0624
SIGNATURES
PARTNERS declare that:
1. Each partner is an authorized legal entity under California state law.
2. Each partner has the authority to enter into this agreement.
3. The people signing this agreement have the authority to do so on behalf of their public
agencies.
STATE OF CALIFORNIA
DEPARTMENT OF TRANSPORTATION
JIM BEIL
Deputy District Director, Project Delivery
CERTIFIED AS TO FUNDS:
us
NEDA SABER
District Budget Manager
PACT Version 9.1 5 -28 -09
CITY OF SANTA ANA
LOIN
David N. Ream
City Manager
Attest:
Maria D. Huiza
City Clerk
APPROVED AS TO FORM AND PROCEDURE
Laura Sheedy
Assistant Attorney
15 of 17
12- ORA- 55- 6.8 -6.9
EA: OH290
District Agreement 12 -0624
SCOPE SUMMARY
PACT Version 9.1 3.31 .08
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Construction Engineering and General Contract
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X
X
10
Construction Staking Package and Control
X
15
Construction Stakes
X
20
Construction Engineering Work
X
25
Construction Contract Administration Work
X
30
Contract Item Work Inspection
X
35
Construction Material Sampling and Testing
X
X
05
Materials Sampling and Testing for Quality Assurance
X
10
Plant Inspection for Quality Assurance
X
15
Independent Assurance Sampling and Testing
X
20
Source Inspection
X
40
Safety and Maintenance Reviews
X
45
Relief From Maintenance Process
X
55
Final Inspection and Acceptance Recommendation
X
60
Plant Establishment Administration
X
65
Transportation Management Plan Implementation During
Construction
X
75
Resource Agency Permit Renewal and Extension
Requests
X
80
Long -Term Environmental Mitigation /Mitigation
Monitoring During Construction Contract
X
99
Other Construction Engineering and General Contract
Administration
X
5
285
Contract Change Order Administration
X
5
290
Resolve Contract Claims
X
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Accept Contract, Prepare Final Construction Estimate,
and Final Report
X
PACT Version 9.1 3.31 .08
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23A -22
REQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
AUGUST 2, 2010
TITLE:
ANNUAL MAINTENANCE FOR ABBEY
GROUP AUTOMATED BOOKING SYSTEM
CITY MANAGER
RECOMMENDED ACTION
CLERK OF COUNCIL USE ONLY:
F-39200710%,
❑ As Recommended
❑ As Amended
❑ Ordinance on 15f Reading
❑ Ordinance on 2nd Reading
❑ Implementing Resolution
❑ Set Public Hearing For_
CONTINUED TO
FILE NUMBER
Authorize the City Manager and the Clerk of Council to execute the attached agreement with
Abbey Group, Inc. subject to non - substantive changes approved by the City Manager and City
Attorney, for the annual software application maintenance and customer support to the
Automated Booking System in an amount not to exceed $57,492.47.
DISCUSSION
On June 19, 2006, Council approved the agreement with the Abbey Group to purchase a multi-
faceted Automated Booking System (ABS). The system consists of an integrated jail
management system with jail reporting, fingerprinting, and booking modules that can be operated
by non -sworn police personnel. The Automated Booking System is proprietary and can only be
serviced by Abbey Group. The one -year service agreement will provide basic support as
described in the agreement for the Jail Photo Imaging System, Jail Corrections Management
System, and interfaces for an annual maintenance fee of $57,492.47. Staff recommends the
renewal of this agreement as Abbey Group has performed satisfactorily.
FISCAL IMPACT
Funds are available in the Police Department's Computer Services fund (account no. 1114425-
62300).
Paul M. Walters
Chief of Police
Police Department
APPROVED AS TO FUNDS AND ACCOUNTS:
Francisco Gutierrez c 2
Executive Director
Finance & Management Services Agency
25A -1
THIRD AMENDMENT TO
SOFTWARE MAINTENANCE AGREEMENT
THIS THIRD AMENDMENT TO AGREEMENT is entered into on August 2, 2010, by and
between ABBEY GROUP CONSULTANTS, INC., a Nevada corporation (hereinafter
"Consultant "), and the City of Santa Ana, a charter city and municipal corporation
organized and existing under the Constitution and laws of the State of California
(hereinafter "City ").
RECITALS:
A. The parties entered into Agreement # A- 2008 -045, dated March 3, 2008, (hereinafter
"said Agreement ") by which Consultant has provided interfacing and support services
relating to the Jail Management computer automated system previously developed
and implemented by Abbey Group.
B. In accordance with the terms and conditions of said Agreement, the parties wish to
extend the term of said Agreement and increase compensation to pay for additional
interfacing services and maintenance services during the extended term.
WHEREFORE, in consideration of the covenants contained in said Agreement, and subject
to all the terms and conditions of said Agreement, except those amended in this Third
Amendment to Agreement, the parties agree as follows:
1. Section 3, "Term ", shall be deleted in its entirety and replaced with the following:
"The term of this Agreement shall commence on October 1, 2010 and shall
continue through September 30, 2011. The term of said Agreement may be
extended upon a writing executed by the Chief of Police and the City Attorney, for
City and by Abbey Group."
2. Section 4.1 (a), "Fees and Payment, Annual Support Fees ", shall be amended to adjust
the annual support fee set forth in Exhibit 2 by deleting said Exhibit 2 and replacing it with
Exhibit 2 -A, which shall read in full as follows:
"Consultant will provide the Basic Support described in Section 2.1 [Basic Support]
of the Agreement for the Jail Photo Imaging System, Jail Corrections Management
System and interfaces for an annual maintenance fee of $57,492.47 for the annual
term commencing October 1, 2010 and running through September 30, 2011.
Consultant will provide interfacing and support services providing an interface of
Consultant's Jail Corrections Management System (JCMS) with the Visiphor, Inc.
`FastBook' system to accommodate field bookings. These services shall include
support of the web services provided by Consultant to receive and to return
acknowledgements to the Visiphor application. This support and maintenance
does not include services to the Visiphor application or the communications
protocols provided by Visiphor, Inc. Consultant will provide such interfacing
support services for a fee of $5,000 during the extended term of said
Agreement."
25A -2
3. Except as hereinabove modified, all terms and conditions of said Agreement shall
remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to
Agreement on the date and year first written above.
ATTEST:
MARIA D. HUIZAR
Clerk of the Council
APPROVED AS TO FORM:
JOSEPH W. FLETCHER
City Attorney
By:
RYAN O. HODGE
Deputy City Attorney
RECOMMENDED FOR APPROVAL:
PAUL M. WALTERS
Chief of Police
CITY OF SANTA ANA
DAVID N. REAM
City Manager
ABBEY GROUP CONSULTANTS, INC.
(NAME)
(Title)
25A -3
25A-4
REQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
AUGUST 2, 2010
TITLE:
ANNUAL MAINTENANCE FOR
VISIPHOR BOOKING SOFTWARE
CITY MANAGER
RECOMMENDED ACTION
CLERK OF COUNCIL USE ONLY:
APPROVED
❑ As Recommended
❑ As Amended
❑ Ordinance on 15t Reading
❑ Ordinance on 2nd Reading
❑ Implementing Resolution
❑ Set Public Hearing For_
CONTINUED TO
FILE NUMBER
Direct the City Attorney to prepare and authorize the City Manager and the Clerk of the Council to
execute the attached agreement with Visiphor Corporation, subject to non - substantive changes
approved by the City Manager and City Attorney, to provide for the annual software application
maintenance and customer support of the Police Department's Automated Booking System. The
term of the agreement will be extended for an additional one -year period in an amount not to exceed
$57,500.00.
DISCUSSION
On June 15, 2006, the Santa Police Department purchased the Visiphor Automated Booking
Software which supports existing systems at the Santa Ana Detention Facility. The Visiphor Booking
System enables sworn personnel to move arrestees through the booking process more efficiently
and in turn, spend more time patrolling the streets.
FISCAL IMPACT
Funds are available in the Police Department's Computer Services other Contractual Services
account (1114425- 62300).
ti
Paul M. Walters
Chief of Police
Police Department
APPROVED AS TO FUNDS AND ACCOUNTS:
" r 1 .. n
Francisco Gutierrez
Executive Director
Finance & Mngmt. Services Agency
25B -1
THIRD AMENDMENT TO SUPPORT AND MAINTENCE AGREEMENT
THIS THIRD AMENDMENT TO SUPPORT AND MAINTENANCE AGREEMENT is
entered into on August 2, 2010, by and between, KCC Knowledge Computing (Canada) Limited,
formerly known as Visiphor Corporation, a corporation having its principal place of business
located at 1424 — 4710 Kingsway, Burnaby BC ( "KCC ") and the City of Santa Ana, a charter city
and municipal corporation organized and existing under the Constitution and laws of the State of
California ( "City ").
RECITALS:
A. The parties entered into that certain Agreement #A- 2006 -169, dated June 15, 2006,
(hereinafter "said Agreement ") by which Visiphor provided software designed to enhance the
retrieval of law enforcement records for use in jail and intelligence operations.
B. Knowledge Computing Corporation acquired the assets of Canadian -based Visiphor
Corporation. Under the terms of the agreement, Knowledge Computing Corp. acquired the
rights to Visiphor's intellectual property and all of their physical assets and took over client
contracts related to law enforcement, including the Santa Ana Police Department contract.
To support the acquisition, Knowledge Computing formed a wholly owned subsidiary, KCC
Knowledge Computing (Canada) Limited located in Vancouver, British Columbia.
C. In accordance with the terms and conditions of said Agreement, the parties wish to extend the
Customer Support Agreement by which KCC has supported and maintained the software and
applications.
WHEREFORE, in consideration of the covenants contained in said Agreement, and subject to all
the terms and conditions of said Agreement, except those amended in this Third Amendment to
Agreement, the parties agree as follows:
1. Pursuant to Section 3.1, CONTRACTOR COMMITMENTS, WARRANTIES AND
REPRESENTATIONS, warranty support commenced August 1, 2007 and continued
through July 31, 2008. The parties desire to extend the customer support through July 31,
2011, in accordance with the Customer Support Agreement.
2. The City agrees to pay and KCC agrees to accept, as total compensation for KCC's
Software and Application Maintenance and Support services, an annual fee of $57,500
for the term from August 1, 2010 through July 31, 2011. In order to provide continuous
uninterrupted service, all services provided by KCC since August 1, 2010, shall be
included within the Scope of Services of this Agreement.
3. Except as hereinabove amended, all terms and conditions of said Agreement shall remain
in full force and effect.
G
I
IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment to Support
and Maintenance Agreement on the date and year first written above.
ATTEST:
MARIA D. HUIZAR
Clerk of the Council
APPROVED AS TO FORM:
JOSEPH W.FLETCHER
City Attorney
By:
RYAN O. HODGE
Deputy City Attorney
RECOMMENDED FOR APPROVAL:
PAUL M. WALTERS
Chief of Police
CITY OF SANTA ANA
DAVID N. REAM
City Manager
KCC KNOWLEDGE COMPUTING
(CANADA) LIMITED
(NAME)
(Title)
Tax ID#
�1,
25B -4
REQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
AUGUST 2, 2010
TITLE:
MEMORANDUMS OF UNDERSTANDING
WITH WORKFORCE INVESTMENT ACT
MANDATED PARTNERS
I /
'j'2�
CITY MANAGER
RECOMMENDED ACTION
CLERK OF COUNCIL USE ONLY:
APPROVED
❑ As Recommended
❑ As Amended
❑ Ordinance on 151 Reading
❑ Ordinance on 2"d Reading
❑ Implementing Resolution
❑ Set Public Hearing For_
CONTINUED TO
FILE NUMBER
Approve and authorize the City Manager and Clerk of the Council to execute Memorandums of
Understanding in substantial conformity with the following mandated One -Stop partners:
State of California Employment Development Department
Orange County Social Services Agency
Asian American Senior Citizens Service Center
Goodwill Industries of Orange County
State Department of Rehabilitation
Rancho Santiago Community College District/Santa Ana College
Santa Ana Unified School District/Central County Regional Occupational Program
Community Action Partnership of Orange County
Santa Ana One -Stop Center
Southern California Indian Center
WORKFORCE INVESMENT BOARD RECOMMENDATION
At its regular meeting of July 15, 2010, by a vote of 18:0 (Didion, De Leon, Figueroa, Jimenez -
Hami, Lewis, Lin, Medrano, Nazeri, Saldivar, Solkamans, Pina absent), the Workforce Investment
Board recommended that the City Council approve and authorize the City Manager and Clerk of
the Council to execute Memorandums of Understanding in substantial conformity with the
following mandated One -Stop partners: State of California Employment Development
Department, Orange County Social Services Agency, Asian American Senior Citizens Service
Center, Goodwill Industries of Orange County, State Department of Rehabilitation, Rancho
Santiago Community College District/Santa Ana College, Santa Ana Unified School
District/Central County Regional Occupational Program, Community Action Partnership of
Orange County, Santa Ana One -Stop Center, Santa Ana Housing Authority, and Southern
California Indian Center.
25C -1
MOUs with WIA Mandated Partners
August 2, 2010
Page 2
DISCUSSION
The Workforce Investment Act (WIA) requires the Santa Ana Workforce Investment Board (WIB)
establish a one -stop delivery system, whose objective is to provide workforce development
services for local adults, dislocated workers, youth and employers. The one -stop delivery system
is a network of WIA- mandated and optional partners who are responsible for providing services
for training and employment opportunities authorized by the Act.
The Santa Ana WIB is required to establish and maintain Memorandum of Understandings
(MOU) with the mandated partners. The MOUs provides for collaboration by all of the one -stop
partners and creates a seamless system of service delivery designed to enhance access to
program services and improve long -term employment outcomes for the individuals receiving
services. The MOU contains the provisions required by the WIA, which includes identifying
partner services to be provided through the one -stop delivery system, the funding of these
services and operating costs of the system, and the methods for referring individuals between the
one -stop operators and partners. The MOU will be in effect for a period of two years.
FISCAL IMPACT
There is no fiscal impact associated with this action.
Cynthia J. Nel n
Deputy City Manager for Development Services
Community Development Agency
CJN /LS /DS /mlr
Exhibit: 1. Memorandum of Understanding
25C -2
Memorandum of Understanding (MOU)
Pursuant to the
Workforce Investment Act of 1998 (WIA)
1. PARTIES: The parties to this Memorandum of Understanding (MOU) are the
Mayor and City Council of the City of Santa Ana, the Santa Ana Workforce
Investment Board (WIB), and several agencies (having signed Attachment "A ", "One -
Stop Partner Commitment" and, if physically located at the One -Stop location,
Attachment "B ", "Resource Sharing Agreement" and Attachment "C ",
"Memorandum of Operation" if applicable) functioning as "One -Stop Partners"
within the Santa Ana One -Stop System (hereinafter referred to as the Santa Ana
W /O /R/K Center).
2. PURPOSE: The Santa Ana W /O /R/K Center, through its central location at the
Santa Ana Regional Transportation Center, 1000 E. Santa Ana Blvd., and its satellite
facilities, shall provide and /or coordinate workforce investment services to
individuals, providing them with the necessary skills to participate in building a
world -class workforce in Santa Ana.
Services and referrals provided at the Santa Ana W /O /R/K Center may include, but
are not limited to, the following:
• Eligibility determination
• Outreach, intake and orientation to services available
• Initial assessment of skills, aptitudes, abilities and supportive services
• Job search and placement assistance, career counseling
• Provision of employment data and labor market information
• Provision of performance information
• Employment referral
• Provision of support and follow -up services
• Identification of skills required to be competitive in the local labor market
• Filing for Unemployment Insurance claims
• Access to CaIJOBS for Labor Exchange services
• Help in establishing eligibility for CalWORKS and financial aid
• Occupational skills training
• On-the-job training
• Workplace learning with classroom training
• Skills upgrading and retraining
• Entrepreneurial training
• Job readiness training
• Adult education and literacy
1 EXHIBIT 1
25C -3
• Services for persons with disabilities
• Serve mature workers by operating as a specialized recruitment arm for One -Stop
Partners working collaboratively to connect mature workers to employers with
labor shortages
• Customized training for employment with specific employer
• Employer services, including: job listing; job matching; candidate screening and
testing; outplacement services; job analysis; and, information on available tax
credits, business development planning and labor market trends.
3. DURATION:
(a) This MOU shall become effective on July 1, 2008 and terminate on June 30, 2010
or earlier if terminated by the repeal of the Workforce Investment Act of 1998
(WIA).
(b) This MOU is of no force or effect until signed by authorized representatives of the
participating agencies, and approved by the Chief Local Elected Official or his /her
designee. The MOU, once signed, becomes part of the local WIA Plan.
(c) This MOU may be extended by written agreement between the LWIB and the
One -Stop Partner provided such agreement is signed by both entities, prior to the
termination date of this Agreement, and contains the following:
(1) A statement of intent to continue all provisions of the MOU;
(2) Revised effective and termination dates;
(3) Revised Attachment A and /or B, as appropriate;
(4) Dated signatures of the Administrator of the partner agency and the Chief
Elected Official of the WIB.
(d) Any party may withdraw from this MOU by giving written notice of intent to
withdraw at least 30 calendar days in advance of the effective withdrawal date. If
agreed to by all parties, the timeframes for notice may be reduced or extended.
Notice of withdrawal shall be given to the WIB at the address listed in the signed
attachments of this MOU, and to the contact person so listed, considering any
information updates received by the parties pursuant to Section 1. Courtesy
notification shall be made to all parties of this MOU in a timely manner.
(e) Should any One -Stop Partner withdraw, this MOU shall remain in effect with
respect to the other remaining One -Stop Partners.
4. MODIFICATION AND ASSIGNMENT: This MOU may be modified at any time
by written agreement of the parties. Assignment of responsibilities under this MOU
by any of the parties shall be effective upon written notice to the WIB. Any assignee
shall also commit in writing to the terms of this MOU.
l EXHIBIT 1
25C -4
5. ONE -STOP SYSTEM DESCRIPTION: The one -stop system description in the
local WIA plan, including modifications thereto, is incorporated into this MOU by
reference.
6. CROSS REFERRALS: The One -Stop Partners will adopt common intake /cross
referral arrangements, which include, by reference, those listed in the local WIA plan,
including modifications thereto. The methods and /or resources utilized may include
some or all of the following: cross - training of staff, in -house staff, electronic case
management systems, co- enrollments, appointments, e-mail and phone call.
7. CONFIDENTIALITY:
The WIB agrees that when any individual applies for or receives services from and
the partner agency through the One -Stop Center, all information regarding such
application for or receipt of services shall be confidential information subject to the
provisions of 34 CFR 361.38.
The parties agree to honor the confidentiality provisions as described in the local WIA
plan, including modifications thereto, and incorporated into this MOU by reference.
Exchanged information shall remain private and confidential in accordance with the
most restrictive confidentiality requirements of any of the parties collecting, receiving
or sharing information.
8. RESOURCE SHARING: The parties agree to share resources in accordance with
the attached Resource Sharing Agreement. It is expressly understood that this MOU
does not constitute a binding financial commitment, but rather an intent to commit
specific resources in the future as the parties' allocations and budgets are known and
the one -stop system evolves. The one -stop system is a work in progress and its costs
and the partners' resource contributions will not remain static from month to month or
from year to year. The Resource Sharing Agreement is meant to be reviewed yearly
and may be modified as needed by any partner as long as it is identified as a revision,
and it is signed and dated by the agency Administrator.
9. DISPUTES: The parties shall first attempt to resolve all disputes informally. Any
party may call a meeting of all parties to discuss and resolve disputes.
Should informal resolution efforts fail, the dispute shall be referred to the Chair of the
WIB, who shall place the dispute upon the agenda of its next regular or special
meeting of the Board's Executive Committee. The Executive Committee shall
attempt to mediate and resolve the dispute.
Finally, if the Executive Committee's resolution efforts fail, any party may file a
grievance in accordance with the State of California's WIA grievance procedures.
The parties agree to be bound by the final determination resulting from that
3 EXHIBIT 1
25C -5
procedure. All costs associated with the grievance procedure shall be borne by the
losing party.
10. SEVERABILITY: If any part of this MOU is found to be null and void, or is
otherwise stricken, the rest of this MOU shall remain in force.
11. JURISDICTION: Jurisdiction over any disputes under this MOU shall reside in
Orange County, California.
12. HOLD HARMLESS CLAUSE: Each party to this MOU agrees to indemnify and
hold harmless the other parties, their officers, agents, employees, and volunteers from
and against any and all loss or damage, and from any and all suits, actions and claims
filed or brought by any person or persons arising out of acts or omissions of the party
or its officers, agents, employees in the performance of this MOU.
13. SIGNAGE & COMMUNICATION OF PARTICIPATION: The Santa Ana
WORK Center shall provide wall signage listing the names of current participating
partners. Where practical, the Santa Ana WORK Center will list partner agencies on
forms and marketing materials distributed to the public.
14. ACCESSIBILITY ASSURANCES AND CERTIFICATIONS: The parties agree
to abide by all applicable non - discrimination federal and state laws. The WIB and the
One -Stop partners will ensure that policies and procedures established by the WIB
and the One -Stop partners are in compliance with the Americans with Disabilities Act
(ADA). The Santa Ana WORK Center will assure its services and premises are
accessible to persons with disabilities under the requirements of the Americans with
Disabilities Act.
15. INSURANCE: The One -Stop Partners agree that their current in force insurance or
self - insurance coverage programs shall apply to their operations performed under the
Workforce Investment Act and at the WORK Center, including commercial general
liability, property damage liability, business personal property, workers'
compensation and employee dishonesty/crime coverages.
16. AUTHORITY AND SIGNATURES: The individuals signing this MOU and its
attachments, which are incorporated herein by reference, have the authority to commit
the party they represent to the terms of this MOU, and do so commit by signing.
4 EXHIBIT 1
25C -6
THIS MEMORANDUM OF UNDERSTANDING is hereby signed and agreed to on the
date first written above.
FOR THE LOCAL ELECTED OFFICIAL
Signature Date
Miguel A. Pulido, Mayor, City of Santa Ana
Name and Title
20 Civic Center Plaza, Santa Ana, CA 92701
Address
FOR THE SANTA ANA WORKFORCE INVESTMENT BOARD
Signature Date
Lee McMurtray, Chairman
Name and Title
1000 E. Santa Ana Blvd. Suite 200, Santa Ana CA 92701
Address
ONE -STOP PARTNER
Signature
Name and Title
Address
Approved as to Form:
JOSEPH W. FLETCHER, City Attorney
By:
Lisa E. Storck, Assistant City Attorney
Date
5 EXHIBIT 1
25C -7
Attachment "A"
One -Stop Partner Commitment
1. PARTIES: The parties to this Memorandum of Understanding (MOU) are the
Mayor and City Council of the City of Santa Ana, the Santa Ana Workforce
Investment Board (WIB), the and
other agencies (identified in the "One -Stop Partner Commitment ", Attachments "A"
and "B: to this MOU) functioning as "One -Stop Partners" within the Santa Ana One -
Stop System (hereinafter referred to as the Santa Ana WORK Center).
In addition to accepting the provisions contained in the MOU, the
commits to the following:
Agency Services to be provided on -site at the Santa Ana W /O/R/K Center:
Full -time equivalents (FTEs) of Agency Staff Assigned to Santa Ana W /O /R/K Center: _
Hours /days per week Agency Staff Assigned to Santa Ana W /O /R/K Center:
PERFORMANCE GOALS:
Customer Service
All on -site, One -Stop Partners shall commit to the following goals for the W /O /R/K
Center:
1. To conform to a uniform policy of customer service;
2. To develop customer service principles all One -Stop Partners must implement;
3. To implement an on -going system for measuring customer service levels; and,
4. To participate in a task force empowered to oversee, measure and respond to
customer service data.
6 EXHIBIT 1
25C -8
Attachment "A ", Page 2
Ouantiliable Service Outcomes
AUTHORITY AND SIGNATURES: The individuals signing this MOU and its
attachments which are incorporated therein have the authority to commit the party they
represent to the terms of this MOU, and do so commit by signing.
FOR THE
(Legal Name of Partner Agency)
Signature
Name and Title
Address
MOU Boilerplate Partner rev 6 -10
Date
7 EXHIBIT 1
25C -9
25C -10
REQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
AUGUST 2, 2010
TITLE:
AGREEMENT WITH KARMINA
RESTAURANT FOR CONCESSION
SERVICES AT THE SANTA ANA STADIUM
CITY MANAGER
RECOMMENDED ACTION
CLERK OF COUNCIL USE ONLY:
❑ As Recommended
❑ As Amended
❑ Ordinance on 1St Reading
❑ Ordinance on 2 "d Reading
❑ Implementing Resolution
❑ Set Public Hearing For
CONTINUED TO
FILE NUMBER
Authorize the City Manager and Clerk of the Council to execute the attached agreement with
Karmina Restaurant and Grill for concession services at the Santa Ana Stadium, subject to non -
substantive changes approved by the City Manager and City Attorney.
DISCUSSION
On May 25, 2010, a Request for Proposal was issued for providing concessionaire services at
the Santa Ana Stadium. On June 8, 2010, a pre - proposal conference was conducted, and five
vendors submitted proposals for consideration. Karmina Restaurant and Grill, Knowlwood
Enterprises, El Coyar, Inc., Salmerons El Tapatio, and Misto Faire each submitted proposals for
review.
Parks, Recreation and Community Services Agency (PRCSA) staff invited Santa Ana Unified
School District, Mater Dei High School, and Santa Ana College to participate in the RFP
evaluation process. A four member evaluation committee consisting of representatives from the
Parks, Recreation and Community Services Agency and Mater Dei High School rated the five
proposals. The committee rated each proposal based on the concessionaire's ability to
successfully provide concession services using the following evaluation criteria:
• Responsiveness to the RFP (30 %)
• Proposed Concession Theme, Marketing and Tenant Improvements (35 %)
• Experience of Restaurateur and Personnel (35 %)
25D -1
Agreement with Karmina Restaurant
August 2, 2010
Page 2
Karmina Restauraunt was rated highest, scoring 374 out of a maximum 400 points.
Knowlwoods scored 329, Mist Faire scored 311, Mexifresh scored 247, and El Coyar scored
223 points.
Santa Ana based Karmina Restaurant, co -owned
proposing the theme of "Downtown Stadium Grill ".
multiple customer bases including large sporting e
workers, jurors, and local neighborhood customers.
delivery service, online ordering, text message blas
other marketing techniques.
by Adolfo Lopez and Carlos Madriles, is
Downtown Stadium Grill will strive to serve
✓ents, daily sport reservations, government
Downtown Stadium Grill is proposing local
rs with daily lunch specials, and a variety of
Downtown Stadium Grill will offer a diverse menu including fresh sandwiches, Panini's, salads,
wraps, burgers, and of course, Mexican food. In addition, an alternate menu for sporting events
will include fan favorites such as hotdogs, popcorn, cotton candy, kettle corn, pretzels and
frozen lemonade. The Parks, Recreation and Community Services Agency believes that the
addition of Downtown Stadium Grill will significantly enhance the user experience at the Stadium
and make it a more attractive and versatile venue for a variety of special events.
Karmina Restaurant will pay the City $600 per month and 10% of gross sales for use of the
concession building. In addition, the concessionaire will complete tenant improvements to
improve the aesthetic appearance of the building (see Attachment 1). For the past ten years,
the schools have been allowed to vend at their events. PRCSA staff is working with the schools
to develop a revenue sharing arrangement to share concession revenue generated by school
events.
FISCAL IMPACT
The total projected annual revenue of $20,000 will be used for deferred maintenance at the
Stadium.
erardo Mouet, i'
Executive Directo
Parks, Recreation and Community
Services Agency
APPROVED AS TO FUNDS AND ACCOUNT:
Francisco Gutierrez,
Executive Director
Finance and Management Services Agency
25D -2
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25D -3
s
0
CONCESSION AGREEMENT
THIS AGREEMENT, made and entered into this 2 day of August, 2010 by Karmina
Restaurant & Banquet Hall, a California Limited Liability Company (hereinafter "Contractor "),
and the City of Santa Ana, a charter city and municipal corporation organized and existing under
the Constitution and laws of the State of California (hereinafter "City ").
RECITALS
A. The City desires to retain a Contractor having special skill and knowledge in the field of foods
service concessions comparable with "high- level" industry practice.
B. Contractor represents that Contractor is able and willing to provide such services to the City.
C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable
in its field and that any services performed by Contractor under this Agreement will be performed in
compliance with such standards as may reasonably be expected from a professional "high- level"
contractor in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the
terms and conditions hereinafter set forth, the parties agree as follows:
1. SCOPE OF SERVICES
Contractor shall perform those services as set forth in the Scope of Services (Exhibit "A ")
as well as Contractor's proposal on file with the City. In the event of a conflict between the
terms of this Agreement and any Exhibits or Attachments hereto, the terms of this Agreement
shall prevail.
2. COMPENSATION
In consideration for the concession rights granted by this Agreement, Contractor agrees
to pay the City a monthly concession fee of $600 per month plus 10% of gross revenue during
the term of this Agreement. The payment is due on the 10th of each month. For example, the
payment for November is due November 10 and should include the $600 plus 10% of October's
gross receipts. For the initial month only, services for a partial month shall be prorated on a
daily basis.
3. TERM
This Agreement shall commence on the date first written above and terminate on the last
day of the month two years following the date set for the above, unless terminated earlier in
accordance with Section 11, below. At the sole discretion of the City, the term may be extended
an additional two years
4. INDEPENDENT CONTRACTOR
Contractor shall, during the entire term of this Agreement, be construed to be an
independent contractor and not an employee of the City. This Agreement is not intended nor
shall it be construed to create an employer - employee relationship, a joint venture relationship, or
25D -4
to allow the City to exercise discretion or control over the professional manner in which
Contractor performs the services which are the subject matter of this Agreement; however, the
services to be provided by Contractor shall be provided in a manner consistent with all
applicable standards and regulations governing such services. Contractor shall pay all salaries and
wages, employer's social security taxes, unemployment insurance and similar taxes relating to its
employees and shall be responsible for all applicable withholding taxes.
5. INSURANCE
Prior to undertaking performance of work under this Agreement, Contractor shall
maintain and shall require its subcontractors, if any, to obtain and maintain insurance as
described below:
a. Commercial General Liability Insurance. Contractor shall maintain commercial
general liability insurance naming the City, its officers, agents, volunteers, and employees as
additional insured(s) and shall include, but not be limited to protection against claims arising
from bodily and personal injury, including death resulting therefrom and damage to property,
resulting from any act or occurrence arising out of Contractor's operations in the performance of
this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance
shall be not less than the following: single limit coverage applying to bodily and personal injury,
including death resulting therefrom, and property damage, in the total amount of $1,000,000 per
occurrence. Contractor shall supply City with a fully executed additional insured endorsement in
substantially the form as set forth in Exhibit `B" attached hereto upon execution of this
Agreement. Said endorsement shall be approved in form by the City Attorney.
b. Business automobile liability insurance, or equivalent form, with a combined single
limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for
owned, hired and non -owned automobiles.
c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300
of the Labor Code, Contractor is required to be insured against liability for worker's
compensation or to undertake self - insurance. Prior to commencing the performance of the work
under this Agreement, Contractor agrees to obtain and maintain any employer's liability
insurance with limits not less than $1,000,000 per accident.
d. If Contractor is or employs a licensed professional such as an architect or engineer
Contractor must obtain and maintain Professional liability (errors and omissions) insurance, with
a combined single limit of not less than $1,000,000 per claim.
e. The following requirements apply to the insurance to be provided by Contractor
pursuant to this section:
(i) Contractor shall maintain all insurance required above in full force and effect
for the entire period covered by this Agreement.
(ii) Certificates of insurance shall be furnished to the City upon execution of this
Agreement and shall be approved in form by the City Attorney.
2
25D -5
(iii) Certificates and policies shall state that the policies shall not be canceled or
reduced in coverage or changed in any other material aspect without thirty (30)
days prior written notice to the City.
f. If Contractor fails or refuses to produce or maintain the insurance required by this
section or fails or refuses to furnish the City with required proof that insurance has been procured
and is in force and paid for, the City shall have the right, at the City's election, to forthwith
terminate this Agreement.
6. INDEMNIFICATION AND HOLD HARMLESS
Contractor agrees to indemnify and hold harmless the City, its officers, agents,
employees, contractors, special counsel, and representatives from liability: (1) for personal
injury, damages, just compensation, lost profits, restitution, judicial or equitable relief or any
other type of damage whatsoever arising out of claims for the same, which may arise from the
direct or indirect actions of the Contractor or its contractors, subcontractors, agents, employees,
or other persons acting on their behalf which relates in any way to the services provided by
Contractor under this Agreement; and (2) from any claim that personal injury, damages, just
compensation, lost profits, restitution, or judicial or equitable relief or any other type of damage
whatsoever is due by reason of the terms of or effects arising from this Agreement or of the
Contractor's actions hereunder. This indemnity and hold harmless agreement applies to all
claims for damages, just compensation, restitution, lost profits or any other judicial or equitable
relief or damages suffered, or alleged to have been suffered, by reason of the events referred to in
this Section or by reason of the terms of, or effects, arising from this Agreement. The Contractor
further agrees to indemnify, hold harmless, and pay all costs for the defense of the City,
including fees and costs for special counsel to be selected by the City, relative to any action by a
third party challenging the validity of this Agreement, or asserting that personal injury, damages,
just compensation, restitution, lost profits, or judicial or equitable relief or any other type of
damage whatsoever has arisen by reason of the terms of, or effects arising from this Agreement
or Contractor's actions hereunder. City may make all reasonable decisions with respect to its
representation in any legal proceeding.
7. CONFLICT OF INTEREST CLAUSE
Contractor covenants that it presently has no interests and shall not have interests, direct
or indirect, which would conflict in any manner with performance of services specified under
this Agreement.
8. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this
Agreement shall be in writing and shall be deemed to be properly given if delivered in person or
mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other
telegraphic communication in the manner provided in this Section, to the following persons:
To City: Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (M -30)
P.O. BOX 1988
w 1 �1�
Santa Ana, CA 92702 -1988
telefacsimile (714) 647 -6956
With copies to: Executive Director of Parks, Recreation and Community Services
City of Santa Ana
26 Civic Center Plaza (M -75)
P.O. Box 1988
Santa Ana, California 92702
and
Office of the City Attorney
City of Santa Ana
20 Civic Center Plaza (M -29)
P.O. Box 1988
Santa Ana, California 92702
telefacsimile (714) 647 -6515
To Contractor: Karmina Restaurant & Banquet Hall
515 N. Main Street
Santa Ana, CA 92701
Telefacsimile:
A party may change its address by giving notice in writing to the other party. Thereafter,
any communication shall be addressed and transmitted to the new address. If sent by mail,
communication shall be effective or deemed to have been given three (3) days after it has been
deposited in the United States mail, duly registered or certified, with postage prepaid, and
addressed as set forth above. If sent by telefacsimile, 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.
9. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive agreement between the City and
Contractor, and supersedes any and all other agreements, oral or written, between the parties. In
the event of a conflict between the terms of this Agreement and any attachments hereto, the
terms of this Agreement shall prevail. This Agreement may not be modified except by written
instrument signed by the City and by an authorized representative of Contractor. The parties
agree that any terms or conditions of any purchase order or other instrument that are inconsistent
with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor nor
the City. Each party to this Agreement acknowledges that no representations, inducements,
promises or agreements, orally or otherwise, have been made by any party, or anyone acting on
behalf of any party, which are not embodied herein.
10. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Contractor,
Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior
2
25D -7
written consent of the City and any such assignment, transfer, delegation or subcontract without
the City's prior written consent shall be considered null and void. Nothing in this Agreement
shall be construed to limit the City's ability to have any of the services which are the subject to
this Agreement performed by City personnel or by other Contractors retained by City.
11. TERMINATION AND DAMAGES
This Agreement may be terminated by the City upon thirty (30) days written notice of
termination and by the Contractor upon thirty (30) days written notice. In the event of
termination by the City, City shall be entitled to receive compensation for all activities by
Contractor prior to receipt of such notice of termination.
12. DISCRIMINATION
Contractor shall not discriminate because of race, color, creed, religion, sex, marital
status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited
by applicable law, in recruitment, selection, training, utilization, promotion, termination or any
other employment related activity. Contractor affirms that it is an equal opportunity employer
and shall comply with all applicable federal, state and local laws and regulations.
13. JURISDICTION - VENUE
This Agreement has been executed and delivered in the State of California and the
validity, interpretation, performance, and enforcement of any of the clauses of this Agreement
shall be determined and governed by the laws of the State of California. Both parties further
agree that Orange County, California, shall be the venue for any action or proceeding that may
be brought by the parties hereto or arises out of, or in connection with or by reason of this
Agreement.
15. LICENSES & PERMITS
Contractor shall, throughout the term of this Agreement, maintain all necessary licenses,
permits, approvals, waivers, and exemptions necessary for the provision of the services
hereunder and required by the laws and regulations of the United States, the State of California,
the City of Santa Ana and all other governmental agencies. These shall include but not be
limited to the following: a California State Board of Equalization Seller's Permit; City of Santa
Ana Business Tax Receipt; Professional Food Manager Certificate; and County of Orange Heath
Department Permit. Contractor shall notify the City immediately and in writing of its inability to
obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said failure shall
be cause for termination of this Agreement by the City in accordance with Section 11, above.
16. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the power,
authority and right to bind their respective parties to each of the terms of this Agreement, and shall
indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to
City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.
b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set
forth in the body of this Agreement.
5
ee�
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year
first above written.
ATTEST:
MARIA D. HUIZAR
Clerk of the Council
APPROVED AS TO FORM:
JOSEPH W. FLETCHER
City Attorney
RECOMMENDED FOR APPROVAL:
GERARDO MOUET
Executive Director of the
Parks Recreation and Community
CITY OF SANTA ANA:
DAVID N. REAM
City Manager
CONTRACTOR:
Carlos Madriles, Owner
Tax ID #
0
W CPU,
EXHIBIT "A"
SCOPE OF SERVICES
A. GENERAL
Contractor agrees to serve as a quality concessionaire to provide food service at the Santa Ana
Stadium, 602 N. Flower Avenue. The City will provide the concession building and pay all
electrical, gas, and water utilities, and trash service in return for a base rent amount and a
percentage of gross sales. The West -side Stadium concession building totals 1,800 sq. ft. with
approximately 70 linear feet of counter space. The East -side concession area totals 156 square
feet and has approximately 16 linear feet of counter space.
Annual attendance at the Stadium ranges from 180,000 to 210,000 with the busiest months being
September through December. Stadium events include high school and community college
football games, boxing, soccer tournaments, and other sporting and cultural events. Significant
daily foot traffic around the Stadium results from the government employees, jurors and public
walking between the multi -level parking structure and the numerous government and business
buildings in the Civic Center. A calendar of Stadium events that occurred in 2009, including
estimated attendance, is attached (Attachment "G "). Concessionaires are encouraged to complete
their own market survey.
B. SPECIFICATIONS
1. The West -side Stadium concession facility is a full service facility that is capable of
providing a variety of hot and cold meal items, beverages, and snack food items. It is
equipped with a refrigerator, walk -in freezer, changing room and staff restroom. The
concessionaire shall provide stove, soft drink dispensers, grills, deep fat fryers, microwave
ovens, coffee makers, popcorn machines and all other equipment not listed above.
2. The West -side Stadium concession facility has three service windows, two that serve the
Stadium visitors inside of the Stadium grounds and one that opens to the street immediately
in front of the Stadium entrance to serve non - Stadium patrons. The concessionaire shall
provide sealed concrete tables and seating for customers outside the Stadium in the area
designated by Staff. The Administrative Services Manager shall approve the quantity,
manufacturer and installation of these fixtures. The concessionaire is required to meet all
Planning and Building requirements for all installations.
3. The East -side Stadium concession facility has one service window, one sink, and
approximately 17 linear feet of counter space. The East -side concession facility is
approximately 156 square feet.
4. In addition to special event service, the concessionaire is expected to operate during non-
event hours to provide weekday early morning breakfast service and noon lunch service.
Concessionaire may also add additional dates and times. The City understands that limited
hours and menu items may be available during hours that are less profitable. Contactor shall
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25D -10
provide hours of operation, which shall be subject to the reasonable approval of the
Administrative Services Manager.
5. A maximum of one electrical business sign may be installed on the outside of the concession
building. The concessionaire shall meet all Planning and Building codes and permit
requirements before installing. The design of the sign shall be pre- approved by the
Administrative Services Manager.
6. Professionally manufactured pricing boards are to be installed inside the concession building
and not on the outside of the building or on windows. Pricing boards are to be pre- approved
by the Administrative Services Manager.
7. Potted Plants or small trees may be installed in sealed concrete planters within the eating area
or next to the concession building at the concessionaire's expense. These trees, plants, shrubs
or flowers shall be kept neat and trimmed. These materials are to be pre- approved by the
Administrative Services Manager.
8. The concessionaire is required to keep the working and eating areas clean at all times. Trash
bags shall be provided and placed in trash bins by the concessionaire. Trash bags shall be
dumped into the City's trash container when they become full and at the end of each day.
9. The concessionaire shall maintain neat, clean and safe surfaces in the concession area and
power wash the concrete and asphalt within 20 feet of the concession building and in the
eating areas a minimum of once per month.
10. If graffiti appears on any of the concessionaire's equipment, signs, or fixtures, or any other
surface, it is to be removed daily at the concessionaire's expense. The City will remove
graffiti on the exterior of the building.
11. For the safety of the public and protection of the facility, restrictions may be placed on items
sold, type of packaging, location of portable carts, etc. The City must approve all menu
items, packaging and cart locations (or changes to the above). No cans, bottles or gum shall
be sold at the Stadium.
12. No tobacco products shall be sold or advertised.
13. The concessionaire is required to apply for and retain an annual ABC license for use at the
Stadium. License shall be in place within six months of execution of agreement. Alcohol
sales will be limited to specific events as approved by the Executive Director and Chief of
Police. Alcohol sales at the Stadium will be limited to beer and wine only.
14. The concessionaire shall be responsible for continual trash removal during the
concessionaire's operating hours.
15. Concessionaire shall tightly control the quality of the work performed by in -house staff
and /or sub - consultants. Incomplete or poor quality work will not be accepted.
8
25D -11
16. The food concession operation shall be run in an efficient, courteous manner by staff that is
clean and neatly dressed, presenting a positive image for the Stadium. Food concession staff
shall wear a uniform approved by the Administrative Services Manager. The standard
uniform shall include a collared shirt, and matching pants and shoes. Special consideration
will be offered to bidders able to demonstrate superior customer service.
17. The concessionaire shall attend meetings with City staff as required.
18. The concessionaire shall coordinate with other agencies as required.
19. The concessionaire shall complete the plan check processes with the City of Santa Ana and
other agencies as required.
20. The concessionaire will be required to apply for and retain a City business license and all
applicable Orange County Health Department permits. Concessionaire will be required to
use certified food handlers in the concession operation.
21. The City retains merchandizing rights for all Stadium business.
22. The concessionaire will be required to pay City $600 per month base rent. In addition, the
concessionaire will be required to pay the City 10% of all gross monthly revenues. The
payment is due on the 15th of each month for the previous month. For example, the $600
base rent for September 2010 and 10% of September's gross is due on October 15, 2010.
23. The concessionaire shall provide annual audited financial statements to the City. Statements
are due on May 1 of each year for the previous year.
C. CITY RESPONSIBILITIES
The City will provide the following:
1. Staff for cleaning non - concession areas during Santa Ana Stadium events.
2. Assistance with plan check coordination within the City.
3. Maintenance of concession building exterior and roof, refrigerator and freezer.
4. Payment of utilities, including water, electricity, gas and trash service (limited to the
concession operation).
5. Staff liaison for communication and problem resolution.
9
25D -12
Exhibit "B"
ADDITIONAL INSURED ENDORSEMENT
Insurance Company
This endorsement modifies such insurance as is afforded by the provisions of Policy #
relating to the following:
1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its
officers, employees, agents and volunteers are named as additional insureds ( "additional
insureds ") with regard to liability and defense of suits arising from the operations and uses
performed by or on behalf of the named insured.
2. With respect to claims arising out of the operations and uses performed by or on
behalf of the named insured, such insurance as is afforded by this policy is primary and is not
additional to or contributing with any other insurance carried by or for the benefit of the
additional insureds.
3. This insurance applies separately to each insured against whom claim is made or
suit is brought except with respect to the company's limits of liability. The inclusion of any
person or organization as an insured shall not affect any right which such person or organization
would have as a claimant if not so included.
4. With respect to the additional insureds, this insurance shall not be canceled, or
materially reduced in coverage or limits except after thirty (30) days written notice has been
given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701.
(Completion of the following, including countersignature, is required to make this endorsement
effective.)
Effective
Issued to
this endorsement form as a part of Policy #
Named Insured
Countersigned by
10
25D -13
Authorized Representative
25D -14
REQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
AUGUST 2, 2010
TITLE:
SETTLEMENT AGREEMENTS FOR
BRISTOL STREET CORRIDOR (PROJECT
NO. 08 -1700)
CITY MANAGER
RECOMMENDED ACTION
CLERK OF COUNCIL USE ONLY:
APPROVED
❑ As Recommended
❑ As Amended
❑ Ordinance on 1s` Reading
❑ Ordinance on 2nd Reading
❑ Implementing Resolution
❑ Set Public Hearing For_
CONTINUED TO
FILE NUMBER
Authorize the City Manager and Clerk of the Council to execute the attached agreements, subject to
nonsubstantive changes approved by the City Manager and City Attorney:
• Luna Family Trust for the purchase of the property located at 304 -306 North Bristol in the
amount of $1,145,000.
• Fa Chou Ung Trust, U.D.T., dated April 15, 2005, for the purchase of the property located at
510 North Bristol in the amount of $1,700,000.
• Rafael C. Ramos and Yolanda Ramos for the purchase of a portion of property located at 415
— 417 North Bristol, in the amount of $150,000.
• Tony's Lock and Safe for relocation settlement for the property located at 304 -306 North
Bristol in the amount of $255,000.
DISCUSSION
On March 6, 2006, the City Council approved the cooperative agreement between the City and the
Orange County Transportation Authority to fund Bristol Street improvements from Warner Avenue
to Seventeenth Street. The first phase of the project, between Pine Street and McFadden Avenue,
is under construction and is expected to be completed by September 2010. Public Works is
acquiring property for the second phase of the project, between Third Street and Civic Center Drive.
To accommodate the widening for the second phase, acquisition of the property located at 304 -306,
415 -417, and 510 North Bristol is required (Exhibit 1). In addition, a settlement agreement has been
reached with the tenant, Tony's Lock and Safe at 304 -306 North Bristol for relocation benefits.
Compensation amounts are the appraised values prepared by an appraiser licensed by the State of
California.
25E -1
Settlement Agreements For
Bristol Street Corridor
August 2, 2010
Page 2
ENVIRONMENTAL IMPACT
In accordance with the California Environmental Quality Act, the proposed project has been
determined to be adequately evaluated in the previously prepared Environmental Impact
Report/Environmental Impact Assessment EIR No. 89 -01 approved by City Council in 1990.
FISCAL IMPACT
Funds are appropriated in the Select Street Construction Fund (accounting unit 05917661- 66100).
APPROVED AS TO FUNDS AND ACCOUNTS:
r°
Raul Godinez II Francisco Gutierrez
Executive Direct r Executive Director
Public Works Agency Finance & Management Services Agency
RG /SA
Exhibit 1: Location map
Exhibit 2: Agreements
25E -2
MATCHLINE
SEE BOTTOM RIGHT
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7TH ST
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LEGEND
SUBJECT PROPERTIES
ACOUIRED PROPERTIES
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CIVIC CENTER DR --�-
MATCHLINE
SEE TOP LEFT
GYI--IIRIT 1
SANTA ANA
Cmr COUNCIL TITLE: SETTLEMENT AGREEMENTS FOR
P W A AGENDA DATE BRISTOL STREET CORRIDOR
AUGUST 2, 2010 2 CJ �[�JECT 08- 1700 -C)
PUBLIC WORKS AGENCY
I
i
i
i
i
P(1Oly
PURCHASE AND SALE AGREEMENT FOR ACQUISITIONOF REAL PROPERTY
AND BILATERAL ESCROW INSTRUCTIONS
(Commercial)
THIS AGREEMENT, entered into this _ day of , 2010,
by and between the CITY OF SANTA ANA, a charter city and municipal corporation duly
organized under the Constitution and laws of the State of California (hereinafter referred to as the
"City" or "Buyer "), and Norman C. Luna, Trustee of the Luna Family Trust (hereinafter called
"Seller "), regardless of number or gender;
W I T N E S S E T H
For and in consideration of their promises, covenants and agreements hereinafter set forth, and
subject to the terms, conditions and provisions hereinafter set forth, Seller agrees to sell to City,
and City agrees to purchase from Seller, all that certain real property (hereinafter referred to as
"said real property ") described as follows:
All that certain real property located in the State of California, County of Orange, City of Santa
Ana, described as follows:
SEE EXHIBIT "A" ATTACHED HERETO
AND BY THIS REFERENCE MADE A PART HEREOF
(Commonly known as 304 -306 N. Bristol Street, Santa Ana, CA)
Said purchase and sale of said real property shall be in accordance with and subject to all of the
following terms, conditions, promises, covenants, agreements and provisions, to wit:
1. Conveyance by Seller. Seller agrees to convey said real property to City, by Grant Deed, at
the office of First American Title Insurance Company, 2 First American Way, Santa Ana,
California, within thirty (30) days from and after the date on which the City has approved this
Agreement.
2. Title to be Conveyed. (a) Seller agrees that, except as may hereinafter be otherwise
expressly provided, said real property shall be conveyed by Seller to City, as aforesaid, free and
clear of any and all voluntary encumbrances (whether monetary or non - monetary, general or
specific, including any and all leasehold interests), and except those exceptions shown in
Paragraph 15 below. Seller hereby warrants that the title to said real property to be conveyed by
Seller to City shall be free and clear as provided above. Seller further agrees that acceptance by
City of any deed to said real property, with or without knowledge of any voluntary encumbrance
(whether monetary or non - monetary, general or specific, and including any and all leasehold
interests), shall not constitute a waiver by City of its right to the full and clear title hereinabove
agreed to be conveyed by Seller to City, nor of any right which might accrue to City because of
the failure of Seller to convey title as hereinabove provided.
3. Title Insurance. Seller, at City's expense, agrees to deliver to City, concurrently with the
conveyance of said real property to City, within the time and at the place hereinabove specified
for said conveyance of said real property, a policy of title insurance to be issued by the above
mentioned title company, with the City therein named as the insured, in the amount of ONE
MILLION ONE HUNDRED FORTY FIVE THOUSAND AND NO /100 Dollars ($1,145,000.00)
insuring the title of the City to said real property is free and clear of any and all encumbrances
(whether monetary or non - monetary, general or specific, and including any and all leasehold
interests), liens, excepting such specific ones as city may hereinafter expressly agree to take
subject to. Acceptance by City of any such policy of insurance shall constitute a waiver by City of
its right to such insurance as is herein required of Seller,
25E -4
4. Escrow. City agrees to open an escrow at the office of First American Title Insurance
Company, 2 First American Way, Santa Ana, California, (the Escrow Agent) within five (5) days
from and after the date on which the City has approved this Agreement. This Agreement
constitutes the joint escrow instructions of the City and the Seller and a duplicate original of this
Agreement shall be delivered to the Escrow Agent upon the opening of the escrow. Escrow to
close within 45 days of the City's execution of this Agreement.
The Escrow Agent hereby is empowered to act under this Agreement, and upon indicating its
acceptance of this Section 4 and of the General Provisions described in Exhibit "B" attached
hereto and incorporated herein by this reference, in writing, delivered to the City and to the Seller
within five (5) days after delivery of this Agreement, shall carry out its duties as Escrow Agent
hereunder.
City agrees to bear and Escrow Agent is hereby authorized to charge to the City the cost of any
transfer taxes, recording fees, cost of title insurance, reconveyance fees, document preparation
fees, escrow fees and any other closing costs incidental to the conveying of said real property to
City. Penalties for prepayment of bona fide obligations secured by any existing deed of trust or
mortgage shall be waived pursuant to Civil Code Procedures Section 1265.240.
The liability to the Escrow Agent under this Agreement is limited to performance of the obligations
imposed upon it under Section 4, Section 6, Section 11 and Exhibit "B" of the General
Provisions of this Agreement.
5. Property Taxes. Such real property taxes, if any, on said real property for the fiscal year
within which said real property is conveyed to City as are unpaid at the time of said conveyance
shall be cleared and paid in accordance with the provisions of Section 4986 of the Revenue and
Taxation Code of the State of California. Seller shall be eligible for a refund under Section
5096.7 of the Revenue and Taxation Code of the State of California for that portion of property
taxes on said real property for said fiscal year which have been paid prior to the date the deed
conveying said real property to City is recorded which is allocable to that portion of the fiscal year
which begins on the date the deed conveying said real property to City is recorded and made
uncollectible if unpaid by reason of Section 4986 of the Revenue and Taxation Code of the State
of California. All unpaid taxes on said real property for any and all years prior to the fiscal year
within which said conveyance is made shall be paid by Seller before conveyance of said real
property to City.
6. Payment of Purchase Price. City agrees to pay to Seller, and Seller agrees to accept from
City, as and for the full purchase price for said real property, fixtures & equipment (improvements
pertaining to the realty), and severance damages, the total sum of ONE MILLION ONE HUNDRED
FORTY FIVE THOUSAND AND NO /100 Dollars ($1,145,000.00). City agrees to deposit said
purchase price in escrow with the Escrow Agent within THIRTY (30) days from and after the date
on which the City has approved this Agreement, and the Escrow Agent is hereby authorized to
pay the same to Seller upon and after:
(a) Conveyance of said real property by Seller to City as hereinabove provided;
(b) Acceptance by City of a Grant Deed conveying said real property to City;
(c) Delivery to City of the policy of title insurance as hereinabove provided;
(d) Recordation of the Deed conveying said real property to City.
7. Possession. Seller agrees to deliver to City, on the date the Deed conveying said real
property to City is recorded, quiet and peaceful possession of said real property, which shall be
2
r�r
25E -5
made free by Seller of all personal property owned by seller. The right to occupy the subject
property by Tony's Lock and Safe Service is pursuant to a separate agreement. Said real
property is currently encumbered with Lease Agreement #27379 as Amended, with Infinity
Outdoor dated November 1, 2000, which is to expire on November 15, 2010.
8. Rental and Occupancy By Seller. Seller agrees to execute a complete, current and correct
statement of rentals (Seller Estoppel) on a form furnished to Seller by Buyer and deliver same to
Buyer within fifteen (15) days hereof with copies of any written leases or rental agreements
attached. All rents will be prorated as of the close of escrow on the basis of a 30 -day month /360-
day year consistent with that statement, subject to approval of Buyer. Seller hereby agrees not to
rent any units on the premises which are now vacant, or which may be vacated by present
occupants prior to close of escrow. Seller agrees that any and all Tenant Security Deposits
pertaining to the subject property collected by or in the possession of Seller prior to the close of
escrow shall be transferred to and become the property of Buyer during escrow.
Seller hereby warrants that the rental statement referred to shall include the terms of all rental
agreements, tenancies, and leases (written, unwritten, recorded, or unrecorded) and Seller
agrees to hold Buyer harmless from all liability from any such leases or agreements. Seller also
warrants that there are no oral or written leases on all or any portion of the subject property
exceeding a period of one month.
9. Waivers. The waiver by City of any breach of any covenant or agreement herein contained
on the part of Seller shall not be deemed or held to be a waiver of any subsequent or other
breach of said covenant or agreement nor a waiver of any breach of any other covenants or
agreements contained herein.
10. _Heirs. Assigns, Successors in Interest. This Agreement, and all the terms, covenants and
conditions hereof, shall apply to and bind the heirs, executors, administrators, successors and
assigns of the respective parties hereto,
11. Time is of the Essence. In all matters and things hereunder to be done and in all payments
hereunder to be made, time is and shall be of the essence.
12. Permission to Enter on Premises. Seller hereby grants City, and its authorized agents,
permission to enter upon said real property at all reasonable times prior to close of escrow for the
purpose of making necessary inspections.
13. Just Compensation. Seller acknowledges and agrees that said purchase price is just
compensation at fair market value for said real property and includes payment for fixtures &
equipment (improvements pertaining to the realty), and severance damages. City had delivered to
Seller an offer to purchase said real property under threat of eminent domain pursuant to
Government Code § 7267.2. Seller now wishes to avoid eminent domain proceedings and sell
said real property to the City, and City wishes to buy said real property from Seller, pursuant to
the terms and conditions of this Agreement in lieu of, and under threat of, condemnation.
14. Notices. The mailing address of the City of Santa Ana is 20 Civic Center Plaza, M -36, P.O.
Box 1988, in the City of Santa Ana 92702, County of Orange, State of California. The mailing
address of the Seller is:
Norman C. Luna, Trustee of the Luna Family Trust
C/O Peterson Law Group
707 Wilshire Blvd., #5 ?70
Los Angeles, CA 90017
25E -6
15. Exceptions. City agrees to accept title to said real property subject to the following: Such
ordinary exceptions as may be described in the title report prepared for this transaction and
Lease Agreement #27379 as Amended, with Infinity Outdoor dated November 1, 2000, which is
to expire on November 15, 2010.
16. Entire Agreement. It is mutually agreed that the parties hereto have herein set forth the
whole of their Agreement. Performance of this Agreement by City shall lay at rest, each, every,
and all issue(s) that were raised or could have been raised in connection with the acquisition of
said real property by City.
17. Hazardous Waste. Neither Seller nor, to the best of Seller's knowledge, any previous owner,
tenant, occupant, or user of the Property used, generated, released, discharged, stored, or
disposed of any hazardous waste, toxic substances, or related materials ( "Hazardous Materials ")
on, under, in, or about the Property, or transported any Hazardous Materials to or from the
Property. Seller shall not cause or permit the presence, use, generation, release, discharge,
storage, or disposal of any Hazardous Materials on, under, in, or about, or the transportation of
any Hazardous Materials to or from, the Property. The term "Hazardous Material" shall mean any
substance, material, or waste which is or becomes regulated by any local governmental authority,
the State of California, or the United States Government, including, but not limited to, any
material or substance which is (1) defined as a "hazardous waste ", "extremely hazardous waste ",
or "restricted hazardous waste" under Section 25115, 25117 or 25122.7, or listed pursuant to
Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous
Waste Control Law), (ii) defined as "hazardous substance" under Section 25316 of the California
Health and Safety Code, Division 20, Chapter 6.8 (Carpenter - Presley- Tanner Hazardous
Substance Account Act), (iii) defined as a "hazardous material ", "hazardous substance ", or
hazardous waste under Section 25501 of the California Health and Safety Code, Division 20,
Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as a
hazardous substance" under Section 25281 of the California Health and Safety Code, Division
20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) asbestos,
(vii) polychlorinated biphenyls, (viii) listed under Article 9 or defined as "hazardous" or "extremely
hazardous" pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4,
Chapter 20, (ix) designated as a "hazardous substances" pursuant to Section 311 of the Clean
Water Act, (33 U.S.C. S1317), (x) defined as a "hazardous waste" pursuant to Section 1004 of
the Resource Conservation and Recovery Act, 42 U.S.C. S6901 et seq. (42 U.S.C. S6903) or (xi)
defined as a "hazardous substances" pursuant to Section 101 of the Comprehensive
Environmental Response; Compensation, as amended by Liability Act, 42. U.S.C. S9601 et sea.
(42 U.S.C. S9601).
18. Compliance With Environmental Laws. To the best of Seller's knowledge the Property
complies with all applicable laws and governmental regulations including, without limitation, all
applicable federal, state, and local laws pertaining to air and water quality, hazardous waste,
waste disposal, and other environmental matters, including, but not limited to, the Clean Water,
Clean Air, Federal Water Pollution Control, Solid Waste Disposal, Resource Conservation
Recovery and Comprehensive Environmental Response Compensation and Liability Acts, and the
California Environment Quality Act, and the rules, regulations, and ordinances of the city within
which the subject property is located, the California Department of Health Services, the Regional
Water Quality Control Board, the State Water Resources Control Board, the Environmental
Protection Agency, and all applicable federal, state, and local agencies and bureaus.
19. Continpency. It is understood and agreed between the parties hereto that the completion of
this transaction, and the escrow created hereby, is contingent upon the specific acceptance and
approval of the City herein. The execution of these documents and the delivery of same to
Escrow Agent constitutes said acceptance and approval.
4
25E -7
20. Modification and Amendment This Agreement may not be modified or amended except in
writing signed by the Seller and City.
21, Partial Invalidity. Any provision of this Agreement that is unenforceable or invalid or the
conclusion of which would adversely affect the validity, legality, or enforcement of this Agreement
shall have no effect, but all the remaining provisions of this Agreement shall remain in full force.
22. Captions. Captions and headings in this Agreement, including the title of this Agreement,
are for convenience only and are not to be considered in construing this Agreement.
23. Governing Law. This Agreement shall be governed by and construed in accordance with the
laws of the State of California.
24. No Reliance By One Party On The Other. Each party has received independent legal advice
from its attorneys with respect to the divisibility of executing this Agreement and the meaning of the
provisions hereof. 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.
25. No Third Party Beneficiary. This Agreement is intended to benefit only the parties hereto and
no other person or entity has or shall acquire any rights hereunder.
26. Duty To Cooperate Further. Each party hereby agrees that it shall, upon request of the other,
execute and deliver such further documents (in form and substance reasonably acceptable to the
party to be charged) and do such other acts and things as are reasonably necessary and
appropriate to effectuate the terms and conditions of this Agreement, without cost.
27. Applicability of Agreement To Assignees. This Agreement shall be binding upon and shall
inure to the benefit of the successors and assigns of the parties to this Agreement.
28. Authority to Execute Agreement. Each undersigned represents and warrants that its
signature herein below has the power, authority and right to bind their respective parties to each of
the terms of this Agreement, and shall indemnify City fully, including reasonable costs and
attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in
fact, held by the signatory or is withdrawn.
.5
25E -8
29. Incorporation of Exhibits. All Exhibits referenced herein and attached hereto shall be
incorporated as if fully set forth in the body of this Agreement.
The parties have executed this Agreement as of the date written below.
SELLER: NorrnaakC. Luna, Trustee of the Luna Family Trust
kl�s �L iM►9,q I , i C/
Name Dated T
I a'u.s f
APPROVED AS TO FORM:
John Peterson
Seller L,ergal el
BY:
r
CITY /BUYER:
CITY OF SANTA ANA
BY:
David N. Ream
City Manager
ATTEST:
BY:
Maria D. Huizar
Clerk of the Council
APPROVED AS TO FORM:
Joseph W. Fletcher
City Attorney
BY:
Jose Sandoval
Managing Senior Assistant City Attorney
Dated
Dated
6
25E -9
EXHIBIT "A"
LEGAL DESCRIPTION
Real Property in the City of Santa Ana, County of Orange, State of California, described as follows:
PARCEL1
THE SOUTH 45 FEET OF LOTS 17 AND 18 IN BLOCK B OF GOLDSMITH'S ADDITION TO THE TOWN
OF SANTA ANA, AS PER MAP RECORDED IN BOOK 31, PAGE 23 OF MISCELLANEOUS MAPS IN
THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY
APN: 007- 183 -22
PARCEL 2
LOT 17 AND 18 IN BLOCK "B" OF GOLDSMITHS ADDITION TO THE TOWN OF SANTA ANA, IN THE
CITY OF SANTA ANA, COUNTY ORANGE, STATE OF CALIFORNIA, AS PER MAP THEREOF
RECORDED IN BOOK 31, PAGE 23 OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY,
EXCEPT THE SOUTH 45 FEET.
APN: 007- 183 -22, 23
25E -10
EXHIBIT "B"
GENERAL ESCROW PROVISIONS
All disbursements shall be made by Escrow's check. All funds received in this escrow shall be deposited
in one or more of your general escrow accounts with any bank doing business in the State of California
and may be transferred to any other general escrow account or accounts. The expression "close of
escrow" means the date on which instruments referred to herein are filed for record. All adjustments are
to be made on the basis of a 30 -day month. Recordation of any instruments delivered through this
escrow, if necessary or proper in the issuance of a policy of title insurance called for, is hereby authorized.
There shall be no prorations of any existing insurance policies in this escrow.
You are to furnish a copy of these instructions, amendments thereto, closing statements and /or any other
documents deposited in this escrow to the lender or lenders, the real estate broker or brokers and /or the
attorney or attorneys involved in this transaction upon request of such lenders, brokers or attorneys.
Should you before or after close of escrow receive or become aware of any conflicting demands or claims
with respect to this escrow or the rights of any of the parties hereto, or any money or property deposited
herein affected hereby, you shall have the right to discontinue any or all further acts on your part until
such conflict is resolved to your satisfaction, and you shall have the further right to commence or defend
any action or proceedings for the determination of such conflict. The parties hereto jointly and severally
agree to pay all costs, damages, judgments and expenses, including reasonable attorney's fees, suffered
or incurred by you in connection with, or arising out of this escrow, including, but without limiting the
generality of the foregoing, a suit in interpleader brought by you. In the event you file a suit in
interpleader, you shall ipso facto be fully released and discharged from all obligations imposed upon you
in this escrow.
If for any reason funds are retained or remain in escrow, you are to deduct therefrom a reasonable
monthly charge as custodian thereof of not less than $10.00 per month.
Time Is declared to be the essence of these instructions. If you are unable to comply within the time
specified herein and such additional time as is required to make an examination of the official records,
you will return all documents, money or property to the party entitled thereto upon satisfactory written
demand and authorization. Any amendment of and /or supplement to any instructions must be in writing,
The seller agrees to sell and the buyer agrees to buy the property herein described upon the terms
hereof.
These escrow instructions, and amendments hereto, may be executed in one or more counterparts, each
of which independently shall have the same effect as if it were the original, and all of which taken together
shall constitute one and the same instruction.
25E -11
SA--E AGREZ-14FIVT FCJR AQC:,,j'J!S7-'DN,3F REAL PROPERO,`
AND WATER&
Augnnwrual,
cn rec! i, tc: tniE doe of
2(11L, t)1 aVic; C)etweer the SIT4 DF 'SANT�, AN/-- a, charlei citv Z.inc
orgarkee uncle, tit- Coms6Turi ? !, and Own of the Raw W Oakforr-,;E (ne-reinafte, referreo, lc, as the
er 11.t Or 'BUY j. and Pa Chot; Lop as TrUstee of the Fa Uri,-,, I ruo. LI,D. 7. ("Under
Dedarahor of i rus"' j dated Apt 14, 2005 Wermnafkr cahec "Buller" i. re ardless of number a,"
gender:
W,'T N E S S E T 11
For a n, d IFI consideration cif their prTmOses novena and apmen')ent.> riereinaftej- sell forti-, and
SuNect W the terms, conditions and prowsnng hereinafter set forth, Seller agrees to sell to City,
and 04Y agrees to purchase from SeIr. ail that War,, real property (hereinafter referred to as
" said real as f,,jljows-
All tha! cenam real Propely locates! iri SVe C" OaWOrr"k' CfAintt., of Orange, City of Santa
Ana, described as tohows�
SEE EXHIBIT "A" ATTACHED HERETO
AND BY TI Is' REFERENCE MADE A PAR-11- HEREOF
(Commonly knmvn as 510 !' Bzrrst,)! Stme.1, Santa, )c?na. CA)
Said purcriase and sat of sat real property sr all! tie in <3ccoxcllance with and subject tc-) ali of the
fallowNg terms. conditions, Proadseq. covenant, agreenwnts and pmvmionT to wit
Conveyance by Segue a�ireec, to .;onvey ,ialc] re�i! proPSMY to, City. by, (Brant Dee? at
the We of First American THE Nsurana, Company, " First American, VV-9y, Santa Ana,
CaWOMO withn VVY PO) days from and after We date CP') wl"Ch the Cily has approved this
Agreement.
2, Title_tc V) Seher agree,,-,; that, excep; as rna)i hereinafter be. otherwtse
q
expressly said real PrOrwily shaii he conv(--,-,/edJ' by Seller- to City ,, a5 aforesaid, free. and
cleai o an,,, and ali conditions, resiricoons. re,;,,rrvations, exceptiorj; -,,j?,SerTje
jjts' assessments,
profs s. Irnitations, encwnbrarwes fileMer ninnetay or non-n-ionetary, general of specific,
NcWdmg any and al! %asOmld imenust herj,_, uciud--, or defeco w, btle, except those exceptions
shown W Pal-agrap, -1r; belmv, Sc fip.r hereby warrans, that the title to said real property to be.
conveyed b,,.,, Seller to CAW shal be free and Clea[ 'MrOVIded above. Seller jUrther agrees,, that
acceptance by C'qy c)f any tweed 1d) said real prone, kith or without knowled,
ge of any c.ondRion,
restric ion, reservation. except, easemen , assessment WOR limitation, encumbrance
(whether monetary o!- nolIATIOnetary qemeral or speci c. ant riducimpt any and all leasehold
interests y lien, laud or WON in Ide, Wall W! ConSMLIN a Waive; by Crt',,, of its right to tric ful!
and dear t0le herematmve agreed a, W conveyed the Salle to Cite nor of and' right whic.1h, might
EICCRIE- tO W the fwium to rorn;e fili-e as hereinabcove provided
!I TOW lbsymmap SeAer agreeg to deiweF C>y, rand crrentiv- w;v tji(--� (-,onvF,:oya, c
of a id
real Proper-) tO iini-,; a, 'the hiereinabove specifif:,;o for Said, (-,C,)n eyan-
of sat red propeny, 2 fie pcy 0 W& , , I.,;s LIC,'d OY the nDo✓ menlioned title
Compano., �v(i , toerer riamoc as the Nsur-ed ir Wo amount of �)NF, MILLION SEVEl,"�
HUNDRED THOUSAND ANT) N010c DclllaM 030"W',) 111sLlrmct tric-, !it!-,: of the, Cjt�, tt: said,,.
mv and Kea: of ann and ah swirkion.,.. resirmhom- res.ervations e , xCelptions,
(whetfle! rnonetar�-
r }' nor!_
25E -12
rronman ge"In 0 swoM. @nn ncmdry, am am W yeLlseilW lr,,terest-'' ilem: o'
dw= ir fIL MIN Q cn; rnw, nere"wity expressh acree to jak-,
su"'I Bill V 0" vvirjetrr�'- suc'i ins ura pjie�
with to recuirement of hv� 0' snak no' cansbtujE L', warve, r),, Cm, 0" IT,,, rig
' , , n I tc:,
socr heT-eir, VEICILIHIfT Of nor h,, afan,,, riphro ofactior for
aarnage,�,- or a;I, i,rl rr-m t-,. v;,lhiot, niclv -:-'t-;crmL SC' CW, 'L,ry in MUM Of Seherk, convey,
A 11, pry vior title Agreement,
4 Escro 00 agrees 0 open an escrotv a[ We office of Firs', American Title IrISUrarIce
Comparm, L Fos! American Way, An&. California. fttie Escrovv, Acien[) vvrtt,iir! five ,'5) days
from and fher Ule Or" WhiCr! the CitY has aopcwed tnis Agreenrient. This Agreerneni
consWes the joint escrove inshu&W5 of Die My and Pie Seller - and a duplicate original of thi:<
Agreement Hal: Lh delivereo to the EscrDIA" AOM LMOn the
Close cm or befoi,E; S--��pteri-iber 2o1';) Opening oi the-, escrovv. Escrmv to
The Esciov,, ApM hereby is empower to act under this Agreement, and Upon indicating its
acceptance of Inis,, Section 4 End of the General Provisions described in Exhibit "B" attached
hereh) and Mupunted Met by thi-, referenr.�:, in writing, delivered to Erie City and t the Seller
within five (5) days after delivery of this Agreerneril- strafe carry cwt its duties as Escrow Agent,
hereunder
CRY agrees to bear and Esmovv Agear is nerebv authorized to char,
transfer taxes. reccatnq fees, coTj of tMe insu" ge tc,, the Citv the cost of any
rance., reconveyance fees. docurnek preparation
fees. escmvv Nee and any oMEr cbsrrig coAs indde= to the conveyinci of said real property to
CRY. KnahieF for rrepaymen al bona fide ciblirnWns seared by any existing deed of trust or
mortgage shall be waived MUM to GNP Code =IrocedureF Section '1265,240—
The Willy to the Escrow Ageril ridu t1s, 4greement i,-. irmiled te ptahorniance of the, obl!gations
impused unor it LTIder Mow 4 Sewicm,, PI Serf.!or� '[ -I ancj Exhibit "B" of the General
Provrsion> of thW--: Agrzeen-ien_,
5. Progerty Taxes. Such re ai property taxes. if any, on siaid property for the fisca! year
w4hrin which saki re -al :n cOnoWed R! Chy a arbo uneat at fie Ann: of saki conveyance
shall be deareC and Pat P- v,,iflh 1hE pro)V!sJon!� -,f Sectiof, 4986 of th(-, Revenu�-� and
Mahon Code W the State lid. ellet Sha:l be eligiible for a refund under Maori
E0947 of the Rove ri[je anj� h' -� We of CaWomia for trial porbon of property
taxe's on said real pmpeq, hr s3rd fiscal year vvhk;h have been paid prior to the date the deed
conveying oaid reaj prope-rt,. to � Itv is recorded vinich if, c I portion of the. fiscal year
al�ocible to that
whilh bell ns op to ON he deed ,,onveyrri ;;CS re a! t),rcperly to is recorded an made!
unco!lectioj , -: if unnat by umson 01 sebror 4 ;) o" th -,.' F,reve n L e and 11 axafioi, Code of the' Sta ie
Of CaWorrin, Ad unpai twos on s� kj real property, to" any and all years poor to the fiscal year
Within! Wch Said conveyance is nucie shW Q par! by Selle" c0nveYance of said real
property t.-,;
6 E°men of Flurctj�j,,L
G"Y ag�W 0) Pay W 5W anc! SE lle!- agfees to accept from
City a: , ar,,c i01- IP!i PUrchase- Pdn� Qn sat real pr,-.),perty, ecjui;mient (improvements
pertaining to the real • gcud%V (g sy', ami sF ti dairlae
SEVEk; H',-INDPt-F geE, the, total sr T, of ONE MILLION
_ ) /,ti,,J,� NO/100 Mar; §1.70t? 000 Chy 59mes to demmu said
purciiase. im eswOw with the Escrow AgenI vvithin THPTY W cmys from and after the: We
on which qj�- -ard tine, Escravv Agen i, nerehv authorized to rli.
pay 1h,-. to
(a) Conmya=e of SaO rNd pmpei-tj Iv Se Ur M My as hemWon xomde,--�
(b) Acuenuirms r), Criv cy z Grant Dessi convoymy sat real armertv ov •dc.
25E -13
td
7. Possessyn, Seh' WeeF KI 0elivy 0 >Y OM W! Oak tk W',,ec canveying said real
omperly to Qq: r Waal 1009seFsM of Ail- prcoperlv v'/hicr' shat: DE",
Mile We DIv Mle ol a!i ,)ersora r)rapelL�'
8 Rent and Dc,7upanc-,yt BL! Seller aurees to execute a coirpiele, current and correct
statement o,,' renian (Star EMppol) on a WiT? Wrrudmd to Seller by Buyer an(--' deliver same to
Buyer w%n Mimi (15) days hereof wit, copies of ariv written leases or rental agreements
aitta,ned All tints will be or-ol-L'ted as Of the cbse of esarow or: Ow bass of a 30-day monW60-
day year consaNnt rMh that staterrier t. subject to approval or Buyer. Sehev hereby agrees not to
rent any units on We ywerrimec which are now vacant or vVhrcjj ma,,., be vacated by presen',
occupants prier to chse of e=row. Seller agree. that any arld all Tenant SeCUrity DePDSI[S
pertainin to th,., suNest proper-ty rolleMed by cr m Mc possess, of Seher prior to the c,]r,),',e Df
escro,A Shall be trarsterFe,-1 tO and be-orm-, th property of Buyer during escrow
Seller hereby warrantr, that the rental staternem refered to shall include the terms of all rental
agreemenis, tenancies, and iease�,, tvartfen. jnwritter�, recorded!, or i-, n record Ed;, and Seller
agroeS tc, holo Buyer harrriies,: frow, all WHO from any suc h leases or agreements. Seller also
warrants that 1hern, art, ric. oral or all or any rmriion, of the s-lbject property
exceedin-, a peric;c-.' or�,,-, r- o
mrth
9 Waiver -Th,.: waive, t CIrly of any bare ch of any cmanant or agreerneni hereir contained
On the par*, of Sel!er sh,,-.'il! not _Ix deemed or heid to be a waiver of any subsequent or other
breach of sarc covenani or agnemew E, uaarvej oll any broach of any Wer covenaMs a,
agnerrients corriarned Mist,
10. Heirs, A S-i ins. Succc-.;sqars in Interest TAPE AgweerrieN, and alt the terms, covenants and
conditions hereof, WE apNV to and NO In hews, axecukvs, admirvswaums. successors and
assignf� of the respe,7twr-.,,
11. lime is of the Esset 11- all MaHers and `'ling s her-eunder to De Ckwe and m all payments
hereunder to be Maw On is arxi snall be 0 Ine essence
12. Permissior., to Enter on-PremKises Seler nere�b,' graint's CJy, an,, its authon,',ed agentf,
pern-ussfon to enter wrcr said re& pr. .',,peqy at all reascmable 119-le :; phor to chse Of es.'.;row for the
purpose of making necersaw irspectiom,
13. Just Compensabow! So, and' ac
qiees that said punshase pnce is pst
compensation at far maxel valuE fc), s,'ird rea Propery am includes Payment for fohmes
eQUipment (improverTienis perfamirq v) the really goodwill (ir any), an(., severance darna, es. Cit',,
had dalivereci tG Seller Wi :offer W purchase: '--,Pd real property under threat of eminent domain
pursuant to Governs? ew Cons § 7267.2 Seller no", irshes, to avord ernment comair
Woceed6g; arKj set sat reM rwupe,, jr, tht City. and Cqy wanes to bLly s�-:iid real property fronn
Seller, pursuant to Ma term" and of thir, Artreer-neril N-1 lied of Condemnation
14. No
Uces -rhe nu Amp addrem a' We —,ry cof 'Atrc s 2U, Civic Center Plaza, Kil X, P,0'
Box 1988 Ire the cit"t o itti� An2 72702, Scari-Ily Orange. State of Calriorria, The mailing
address N the SeWr is:
1063? Mvon Lawn:
25E -14
.
,10- n -,, W ?"I ", , ,
TAIT!,
1(.'. Entirc AC reeriient I, tit
_rejr ; lc)! [Y ; the
VA c), lel! tnrti.
\
aCCIL)ISitION 0-
cc)rInP._;fic) ',V
an ar v�
cl,
Saf(l re ;
IT Hazardour,; Wastc Neiihel Se&ar nor, In the I)e-,l c)` knowledge. any PreVIOLIS ovvne!,
tenant orucu.)arn, Of USE-r of thE� ojeneraieL , reieasedl, dis&iargecj, stared. or
disposed of any XIC SU('?Siance's ,)I, reiaieci materials Ha7_,ardcus MaterialE,'"L
Or, undei, If or &it)ou- ttj�%
_jrj� Ha -cjou;: I'Viaterial., to or trom the
Property'.
Selie; Ca:.(�,..: (3i Permit tne, se, generation, relepsE_ discharge.
storage, or disposal of anv Ha7,A rat )U1.',
kila-.erials tan, i,j n d e In, of about, Of- the, Transportation' of
any Hazaraous Miterial to rar i ran i thy. Prrl.perly. The term "Hazard X S Ila e - a Shall mean anv
Substance maieria[ c);, ie-ji&j ib�., any jocaj governryiental autric)iity,
the State of Cafforma, o, trje Un its d includinq. out no, lirnitedtc), any.
mater al 01 SUbs,,Lafice- v,,rflc !^ ik; defirec zi;. Ll 'l,Ij-ardous vraste". "eytret-neiv hal-ardous wart e".
a, "restricte-al haZa dOUS WaSte,` unde!- I'Zer_-Jc�r) _,,1 17 or 2,5c!22 -11` Cif iisted pursuant to
Secticw L.140 of -I-ME, CaWorn;a ar, j:jtetv Coce. Division 1haptE,,r 6,E, (Hazardous
Waste C')nuui� Lavvlf (ii! ciefinec� a, "hazardou,. ",Ut,St- F)CE-" UndE3r SeCtIor,, o n
Hea,tr an�, sat--I\/ C -l' .- ,, - _j of the, abf r ia
coe D!vtsin, -LIPIer (Carpenter-T'resicy- i 3inner Pla.zardnus,
Substance. ACCOUrit Act (iii ; dE--,,fined as a `hazarcjou mareria"', "hal_arcous Iut)stance". Jr
"hazardoLjS H,-)1th arld Sifety Code, Division 20,
Chapter, 6.91,5- (HaiZardou,, NA,,it:-,ricvs, Reiease Responm% Plans. anal lnve,-ifory), Ov, defined as a
lia_-ardcr,u� SUbsta.-ice" un-Aer, S."ectiom 22B", Heailtf! ar�,d ',--)Ffet.'y Code. Division,
20, Chapter 6, 7 (Underg rounc i-a pe- (-,T' HF, 7a rdouc S ulustan v i petrole un,., (vi)
tvii.) polvchinnna-L r�
VIII' Ark!�� W r efinglc` a: "hl-i-71-3rdOUS�` of "extremely
hazanjous' FlUrsuani to A-ticle � *1 of thf�: Adrnm'r'iistrative Code, Division 4.
Chapter 20, (Ix) dash nate.,j a E, 'u� s! an Purr,uam tcj Secfion I ! of the C.1ean
Water Ac, 1331-� S j 7 Secfion 1004 of
d fl, i
F Resour,,.,e Clcmsefv,-I�Ncj� a,�C! R C S E,
O J ".? c9 0 3 o {}ii j
;
definec!, ,.: a "ria-zardous si,,hslat,ces.` c� u r, -u,n! t( SECtIr1;,!
"Or
Enworit"nenta!
r: a._ ter grid L'M:Alih" .A,-; 4 U.S -C 59601 of Seg.
(142 C, S%p
18 Carr phanc-c Vvith Envir , -ol - n trif es4 r �)E Ile r.> knovviedgi:1 the Pvo,,)ert',
L E I r oErri c�:j L
L,)v��E Tc
COMP;1611E, vVit1h Ell! ai.,Pilcable jaw anc, c)(wernnienIal rc.C,,-,)1a1i-)n,, mcludin, j, witi'lr1j; linjitatIon, all
applicible, fe,ae _:,, t,J-_flc ric!
a 1!': 211 c11(' vv?te,' rJuFility ha,:.,.ardoLjE; wastE.
diq,osai, and otuhc,tj eryd ,:O-
but , I,,
li'Tlirl�,,d 11u, thc, CIearl. Water,
Clear, Air Fece-raj VJate, P
`onrm ti.�C } {IC �(I @Std D'ISDC)Sal, Resource C- onservatiort
Recov-ry anC� C.ampri--,,hersive F_.nv1ri :nrY"er`%,: Resrrx)"-J-�,,
r,Cfl1 >)'�'r'iS a, d obilow AcL. and -,he,
Caljiorni Environrn ,, Qi,,Ia1J,, ve.-gul-, ate onl, and, ordinz nce(� of the city within
vj-' trj��, f,�ji
which fl-,,e subIec[ a rt! erv:ces, t*,, R I e g ona
-a tiorr!L, DeP, loiew of HeaIlt, S
Water C'1,;ua1iP,
R,_ _ontrol Bcarc�, the Enwonmentai
ProtecTbn �3r)ci ail staft�, cind anci
/1 i - bUreaUS
indeMnit ,fli, aur, c,:-, to zjr, , r,
_fv narmles,,-, iroTT-, and against
any clam-, aciior,, st,w, rroueedmr.", 4fDs::, , C ,)s� C) nn'agt cJeiicie,n1c,, fine, Denalty, punitive
damage, c);- eylpe-rsf :,
Elztir fr(,,n-:. a-ISInc! OUT W
or basecd uu,,.)i
T! Or' dlsposal W am,•,
Ha_a_0)W':, Matem-1 or, unde'' k o silk t:re)n C1Cti tat;c m
Oi n, SUCh materiak, to of- iront,
the -r�,rtoi-)cri,, c) ii
1,1 ;, t )Irdv I'l rice, orde-, nule.
discharge.
25E -15
oyra& KjatAnen uc unUe/ m �;r acxu:i 10 n- fro:n 1ha
Pro�en0 �rc /nuemnn\ anai /n�|u�e w/oh�u! imx�ouor mn` ouma�s |ia�im\ hne. nena/�\
puniL/v+/domags cosL o' expenyy a,,, �run o� o: n� on'oa|m aoon� su|| or�roceedmg
pery:ne /n/ury aicknens diseaau c' oeah/ 3ng/b|e o' m�an�ib)e pro;eny oarna��
oompencatioo fo/ |os| wage�' ousmess moon* �ro��� o'oi�e' e�onom/� mas danna�e to =-
naiura reoouM: o�- ine p08uhuu, uonuanninaUon |eak spiU releaaa ` |
utheraoverseoleo| on1haennro:rnent� Tnn /nc�mniry � d � i b8i
a� en m on y oo /a 1y cre�k�i pnor \n
orur; Tobha dai( th/s esc,omshuU c1o% Sets Thai/ no� be respon�iNmioro �sor�nn�mons to
act posl doue o| US esorovv,
20 -Contingency it /s undUsmod and agreed bemeen|he perbes hene(r,) tha{ the completion cd
this transaction, and theosoro* creohao hensby, is oonunpen1upon 1ha�pecihuacceptance and
appn7va| ol th� Cay hee*ink Tne exacuhon if these doounneWs and '�he deliver), of same to
Esorom Ageniconsidu1essoidaon��ton�esndapprovo|
21. Modification and Amend
Th/c Agreannen! rngyno|be modified ur amended except in
vvrUnA signed by tiio SaUer and C'Qy
22, PartiaLfLinvallidifty Any prov!oion of this Agreement thal is unenforceab|e or invalid or We
nonuiusion of vvn|ch wxzu|d adversely affect va|idib, legeQ or enfoncen'ieni of this Agreement
shall have noeffecL Of a|| 1he namainwR urov|sionso1 this Agreement shall remain in fu||toroe,
23, Cap%Tm, Captmns and headmgs in ihu Agreennen|. including [he bi|e of this AgreenoenL
are [oroonv*nienneoniyand are no|�obsoonsideredmocx»ouingih/aAgreamenL '
24 , This Aoreennen\ohaUbugowsrnedby and construed inanoordanmevviththe
laws 0- ths Sta,'e ofCaUfornia
25. No ReUgince By ne Party Or The Other Each parri has received inde�jpenden! legal advice
provisions hereof- The provnion; N'this Agreement shad be constued as Q the! fat meamng, and
in question
26. /-- intended 1oberteh|onl�r the parties henahc�and
no other person orentity orsha|� �oqu/oaany hght� heneunder
27
Each pany herebyaQreeo out r shall, upon nequas'tofthe cdher,
execute and Ue|ive/ such fu�herdo-urnents /in fonn and subsianoe reasonably acceptable (o Ul`
party to be �horgedi �nd do ouKh 01he/ aoto and fh/ngo as ona nass-onab|y necessary and °
28. Th.sAgreemwnL shall behmdmg upon and ohaU
inunsio the benefi1o[the ��---------
�urce�soraan�assi�noo/ the paM/esto this
A�r�emen{
29.
Each undery/gnec represent and warrants that its
~.e..~`"." '.=.=.. "rxuw has me povver aukonLy and ngh| to bxnd Thiel- nssppct/ve parties |o each of
the terms of this Aq/eenlenL and shaU mdemnify CQ fuUy, inoiucmg reasonable
n oos and a�urneyufeaa-hon/rounean o mUeta|»u�hoorpo�er is, m
,
~
25E-1 6
3, sna
inclorpor-ate,c. a�,
3 1, Othe,- provisioris- am, vall,atc-,,. trl -)rope-1v ucdre: ti j ;"Iostl ci� escrInv, tric, city
Will Day th� trit, zicuial r°n: lko,,�;t °c, tt1C lcics�: of �,,,scrov 'T) ate, r-enl will be,
fuII
based ot-) ihe mc)sl recem ',)c,,+e!- ea�,t- Afte, Ine CiosE c)" e,-,-,;crinv,,,. ti-le
responsibilitv Icy- -wip. tena,-M�, ()Clcu�,J�MrV of a,, outlined in
L, S S-o 0 1 a'(
4C)I, jr, -,aliforrja
their existing lease w0i Seli=[-, --ii)d 5LJlDSE),al,ei,,' �ls Dl,,)Vlcll��,,c
Government C�:)cw of lRej
LjjE i l andI ,-, nw iel u�,.
The parue-,� hav- exe ultec! lnl;-
Aoreamery ac,., of the apte, wriLterj
Z.' e o L ,v
SELLER Fa ""hou Un- TrumtE'(--,. of fne Coo;; Um,, Trust, U,r .7 of
L
Tr US4 t d a t e ci, i 'i Z, 2 C)
laled
Fa ChOLJ Un;�_ FUlStE,,E,
CITYIBUYER.
CITY OF SAN-i t% AN,-",,
BY.
Da0-,', N. "R;: ;n
Cit4 klonai(.'f
ATTEST
BY -11 — - 1 )aiec - -- - - ---, -,-, - , - ---- --- " 7
APPROVED AS TO :=ORIV,
Josel,)h VV F-letchiej
City Mtorne,.;
In
25E -17
�VH|P(T"A\~
�cu!ompmT!i/.(hc{lT)o��unu/\oz[oun�!of(;unoc,�La�co[CuJihx��u-dcxcdhc{:"
TU/\TPODTI TUfL/\»"D4 l\B[CKEE0F
i`f\KI!T|ON
DD)C k1EK�[Si))'THF �7,»J[9|Cl/\LU|�ll1|(-[(`0(�RT 8FC1L|F[)�-�l��L)�S{`Q|�ED
F(}LL()VV'S,
0I-G(MN1N(i4TTl{E[ 0FTU[�ODTBL!NEOFVIEI� TFDF Fl|9Tll2ET`
\�[THT If, \VESTLlNE()���ORll HUKBTOLSTK[ET/\5{.ONl/[TEDTQTUE[[T\�0F
T/\/\' DEEDRF{\>RDED/\P0L�h |N[B [AIDS;
[H}��CENQRTB &l1>N<,T8[\V�S� L/�FQFT�K/�TL[511{�[l.TRF��(_�
|�4Y0F[ETPA](!\LL£L;9FTBT�l }�URTHLl EOl[lFTH3TXEET�TUE}�{`Z
3{)iTH�4U/K|FE[]y�R'�l.LELV/OHTB�YF[STl-l�E[�'UX<�ll)|�TK[[T7T)T]!E
NOR
lFTST|]�.w�FEE- UTDF NORTH LlNE
OFF][ 1O S]'REETT( l]{L|~()|KT 0| @F(O�<�<[^JG
4PN�-405-065-20
25E-1 8
At dmoumements AS De: 020E A Esnom crop, 4v jands recavec Jr' tht ef;ctov, shali deposhed
in one o7 more of your pontma, Hscms, accouny WQq 2, nank. ounp nuxnes, i;! ttri Suatr, ol California.
and rro) be trait yieved R) aM. T,, ,,"W, a count�- Tht- exorem(7n 'c(ose of
escrow" rneanE tnic.. datt :)n vv iicn ITMUumer, reArmo a) Worn are Awd to recorc; N! adjustments, are
to be macie on Um boa of t 30-dw., moillh. Recordalor o" any instruments delivered through this
escrow, if necessary o; Pmpe"n We ssuance of �< poiv-�,, c)', title insumnoe called kv, is hereby authorized_
There' shall be no proi'atioxis of arty ex stjng insurance palcus in Uns escicm/
You are to furnish a copy of these irisirufchcon�;- arieridni(--.n[ -.', heretc. closing, maternents, and/or any other
documents deposited in Ithis escrow t,, the lender or lenders, the real estate broker or brokers andWr the
attorney or attorney,-, invo!ved jr) this transaction upon request of such lenders, brokers or attorneys.
Should you beime or after close of escrovi receive or become aware OT any conflicting demand; or claims
with respect to thi,,. escrrw,/ or he right of any of he pater., hereto, or any money or Property deposited
herein affected hereby, vo(-i shall nave; the right tc disc-orlinue any, or all jurther acts ors your part Until
such conflict a resuved 10 YOW SaWaCtKnj and you shall have: Me further night to cornmence or defend
any action or proceedings for Me deteri-nnatim: of such con%[ The Parties hereto, jointly arid severally
agree to Pay all costs. darnages, judgmen's anit experses �nr;Ldinp reasonable attorney's fees, suffered
or incurred b u, ' , you in connection vvitri, or- arjsin�� out of uys esuov, including, but withow, limiting the
generality of the fL-,j-egojng, Ej suo 5, inkrpsa,-JE�ir O-ought by you. in the event YOU file is suit in
interplear-Jer, you shall SO facto be fly released and dinSaMed front all obligations imposed upon you
in this esuow,
If for any reason funds are retinined or remain in escrow, you are to dedLJC*, !herefrorn a reasonable
monthly charge as cuMockan there-o` of not iess' friar', S1 0.0'CI ;ter luorith,
Time is declared to to the, essen(-e, of these insKjoAoij,,,, if, you are- unable to compl,,, within the time
specified herein and suA aackhmm! Me as is requw& ic �-nai<e an examination of the official records.
You will return ali clocuments, rrILWY or properq, to the 021Y emitted` thereto upori satisfactory written
demand and aut1horization. Any amendmeni of and or supplernent to any inStfUctions, must be in writing.
The seher agrees to sel! and he buyer agmea in buy the proper-,v hereiri described UIDC)r the terms
hereof.
c
These, escrcm, instructions. arid ar-)�,ridrnefiis hereto rir-ia�. bt,�: executed in one or rnore,, munterpart, ,, each
of which jr1dcpendenUy snaH have the same efte,-ct a:, if it were the origmal, and all of taken together
shall consWe one ind ff-,C sarTie! iris irw',W ,
25E -19
PURCHASE AND SALE AGREEMENT FOR ACQUISITIONOF REAL PROPERTY
AND BILATERAL ESCROW INSTRUCTIONS
(Commercial)
THIS AGREEMENT, entered into this __ day of , 2010, by and between the CITY OF
SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws
of the State of California (hereinafter referred to as the "City" or "Buyer "), and Rafael C. Ramos and
Yolanda Ramos, husband and wife as Joint Tenants (hereinafter called "Seller "), regardless of
number or gender;
W I T N E S S E T H
For and in consideration of their promises, covenants and agreements hereinafter set forth, and
subject to the terms, conditions and provisions hereinafter set forth, Seller agrees to sell to City, and
City agrees to purchase from Seller, all that certain real property (hereinafter referred to as "said real
property ") described as follows:
All that certain real property located in the State of California, County of Orange, City of Santa Ana,
described as follows:
SEE ATTACHMENT 1, ,ATTACHED HERETO
AND BY THIS REFERENCE MADE A PART HEREOF
(Commonly known as a portion of 415 and 417 N. Bristol Street, Santa Ana, CA)
(APN 008 - 082 -01 & 02)
Said purchase and sale of said real property shall be in accordance with and subject to all of the
following terms, conditions, promises, covenants, agreements and provisions, to wit:
1. Conveyance by Seller. Seller agrees to convey said real property to City, by Grant Deed, at
the office of First American Title Insurance Company, 2 First American Way, Santa Ana, California,
within thirty (30) days from and after the daLie on wni ;F, the City has approved this Agreement.
2. Title to be Conveyed. (a) Seller agrees that, except as may hereinafter be otherwise
expressly provided, said real property shall be conveyed by Seller to City, as aforesaid, free and clear
of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits,
limitations, encumbrances (whether monetary or non - monetary, general or specific, including any and
all leasehold interests), liens, clouds or defects in title except those exceptions shown in Paragraph 15
below. Seller hereby warrants that the title to said real property to be conveyed by Seller to City shall
be free and clear as provided above. Seller further agrees that acceptance by City of any deed to
said real property, with or without knowedge of any condition, restriction, reservation, exception,
easement, assessment, profit, limitation, encumbrance (whether monetary or non- monetary, general
or specific, and including any and all le asehr],_-' F, nerests), lien, cloud or defect in title, shall not
constitute a waiver by City of its right to the full and clear title hereinabove agreed to be conveyed by
Seller to City, nor of arty right ,:rhich might accrue to City because of the failure of Seller to convey title
as hereinabove provided.
(b) Seller does hereby convey to City a temporary landscape easement as described in greater
detail in Attachment 2, attached hereto and by this referen�e mace a part hereof.
25E -20
3. Title Insurance. Seller agrees to deliver to City, concurrently with the conveyance of said real
property to City, within the time and at the place hereinabove specified for said conveyance of said
real property, a policy of title insurance to be issued by the above mentioned title company, with the
City therein named as the insured, ir the amount of ONE HUNDRED FIFTY THOUSAND AND
NO /100 DOLLARS ($150,000) insuring the title of the City to said real property is free and clear of any
and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations,
encumbrances (whether monetary or non- monetary, general or specific, and including any and all
leasehold interests), liens, clouds or defects in title, excepting such specific ones as city may
hereinafter expressly agree to take subject to. Acceptance by City of any such policy of insurance,
whether such insurance complies with the requirements of this paragraph or not, shall not constitute a
waiver by City of its right to such insurance as is herein required of Seller, nor a waiver by the City of
any rights of action fc.�r damages or any other rights which may accrue to City by reason of the failure
of Seller to convey title or to provide title ,nsurance. as required it-, this Agreement.
4. Escrow. City agrees to open an escrow at the office of First American Title Insurance
Company, 2 First American Way, Santa Ana, California, (the Escrow Agent) within five (5) days from
and after the date on which the City has approved this Agreement. This Agreement constitutes the
joint escrow instructions of the City and the Seller and a duplicate original of this Agreement shall be
delivered to the Escrow Agent upon the opening of tree escrow. Escrow to close within 90 days of the
City's execution of this Agreerrrent.
The Escrow Agent hereby is empowered to act under this Agreement, and upon indicating its
acceptance of this Section and of the General Provisions described in Attachment 3 attached
hereto and incorporated herein by this reference, in writing; delivered to the City and to the Seller
within five (5) days after delivery of this Agreement, shall carry out its duties as Escrow Agent
hereunder.
City agrees to bear and Escrow Agent is hereby authorized to charge to the City the cost of any
transfer taxes, recording fees, cost of title 'nsuranc -, reconveyance gees, document preparation fees,
escrow fees and any other closing costs incidentai to the conveying of said real property to City.
Penalties for prepayment of bona fide obligations secured by any existing deed of trust or mortgage
shall be waived pursuant to Civil Code Procedures Section 1265.240.
The liability to the Escrow Agent �ar,der !:his Agre.emeni is lirnited to performance of the obligations
imposed upon it under Section 4, Sect on 6, Section 11 and Attachment 3 of the General Provisions
of this Agreement.
5. Property Taxes. Such real property taxes, if any, on said real property for the fiscal year
within which said real property is convelved to City as area unpaid at the time of said conveyance shall
be cleared and paid in accordance with the provisicns of Section 4986 of the Revenue and Taxation
Code of the State of Caiifornia. Seller shah be eligible for a refund under Section 5096.7 of the
Revenue and axation Code of they State of Caiiitornia for that portion of property taxes on said real
property for said fiscal year which have been paid r:rior to the date the deed conveying said real
property to City is recorded vihich is allocable to that portion of the fiscal year which begins on the
date the deed conveying saki reai prcpertNI to City is recorders and n-iade uncollectible if unpaid by
reason of Section 4986 of the Revenue and Taxation code of we State of California. All unpaid taxes
on said real property for any and all years prior to the fiscal year within which said conveyance is
made shall be paid by Seller before conveyance of said real property to City.
2
25E -21
6. moment of Purchase Price. City agrees to pay to Seller, and Seller agrees to accept from
City, as and for the full purchase pr ce for said real property, fixtures & equipment (improvements
pertaining to the realty), goodwill (if any), and severance damages, the total sum of ONE HUNDRED
FIFTY THOUSAND AND NO1100 DC'._LARS ($150.000). City agrees to deposit said purchase price in
escrow with the Escrow Agent within THIRTY (:30) days frorn and after the date on which the City has
approved this Agreement, and the Escrow Agent is hereby authorized to pay the same to Seller upon
and after:
(a) Conveyance o` said real oroperty icy Selic-1 to City as hereinabove provided;
(b) Acceptance by Cite of a Grant Deed conveying said real property to City;
(c) Deliver, to City of the poli;;y of tiiie inswance; as he-einabove provided;
(d) Recordation of -the Deed said real property to City.
7. Possession. ;Se;!ler agreta to d.=:iiv,:r io City, on the date the Deed conveying said real
property to City is recorded, quiet and peaceful possession of said real property, which shall be made
free by Seller of all personal property.
8. Left Blank
9. Waivers. The waiver by City of rmy breach of any covenant or agreement herein contained on
the part of Seiler shall riot be .-teemed or held to be a waiver of any Subsequent or other breach of said
covenant or agreement nor a waiver pf any breach of any other covenants or agreements contained
herein.
10. Heirs, Assigns, Successors in Interest. This Agreement, and all the terms, covenants and
conditions hereof, shail apply to and bind the heirs, executors, administrators, successors and assigns
of the respective parties hereto.
11. Time is of the Essence. In a!I matters and things hereunder to be done and in all payments
hereunder to be made, time is and shall )e of the essence.
12. Permission to Enter on Premises. ::e ler hereby grants City, and its authorized agents,
permission to enter upon said real mcsnerty a aii reasonable times prior to close of escrow for the
purpose of making necessary inspections.
13. Just Comnensa•f on. Seller at,k; oWedges and agrees that said purchase price is just
compensation at fair market val:ae for said real property and includes payment for fixtures & equipment
(improvements pertaining to the realty,, goodwill (if any); and severance damages
14. Notices,. The rr.aiiirng address of the City of Santa Ana is 20 Civic Center Plaza, M -36, P.O.
Box 1988, in the City of Santa Ana 92702, County of grange, State of California. The mailing address
of the Seller is;
.iamos ,ind volanda !Ramos
i 6285 Mount Islip Circle.
Fountain Valley, CA 92708
25E -22
15. Exceptions. City agrees to accep" title to said real property subject to the following: NONE.
16. Entire Agreement. It is mutuafy agreed that the parties hereto have herein set forth the
whole of their Agreement. Performance of this Agreement by City shall lay at rest, each, every, and
all issue(s) that were raised or could have been raised in connection with the acquisition of said real
property by City.
17. Hazardous Waste. Neither Seller nor, to the best of Seller's knowledge, any previous owner,
tenant, occupant, or user of the Property used, generated, released, discharged, stored, or disposed
of any hazardous waste, toxic substances, or related materials ( "Hazardous Materials ") on, under, in,
or about the Property, or transported any Hazardous Materials to or from the Property. Seller shall not
cause or permit the presence, use, generation, release, discharge, storage, or disposal of any
Hazardous Materials on, under, in, or about, or the transportation of any Hazardous Materials to or
from, the Property. Yhe Term "H,azardOUS Material" shall mean any substance, material, or waste
which is or becomes regulated by any local governmental authority, the State of California, or the
United States Government, including, but riot lirniteu to, any material or substance which is (i) defined
as a "hazardous waste ", "extremely hazardous waste ", or "restricted hazardous waste" under Section
25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety
Code, Division 20, Ct :afrter 6.5 (Hazardous Waste Co, atrol Law), (ii) defined as "hazardous substance"
under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8
(Carpenter - Presley - Tanner Hazardous Substance Account Act), (iii) defined as a "hazardous
material ", "hazardous substance', or "hazardous waste" under Section 25501 of the California Health
and Safety Code, Division 20, Chapter 6.95 (hazardous Materials Release Response Plans and
Inventory), (iv) defines as a "hazardous substance' under Section 25281 of the California Health and
Safety Code, Division 20, Chapter 6." (l.indF r(4rouno Storage of Hazardous Substances), (v)
petroleum, (vi) asbestos, (vii) polycn'orinated biphenyis, (viii) listed under Article 9 or defined as
"hazardous" or "extremely hazardous" pursuant to Article 1 I of Fitle 22 of the California Administrative
Code, Division 4, Chapter 20, (ix) designated as a "hazardous substances" pursuant to Section 311 of
the Clean Water Act, 133 U.S.C. S1 3,T), (x) defined as a "hazardous waste" pursuant to Section 1004
of the Resource Conseivatior, arc Recovery Act, 42 U.S.C. -SG901 et a!ftg. (42 U.S.C. S6903) or (xi)
defined as a "hazardous substances' pursuant to Section 101 of the Comprehensive Environmental
Response, Compensation, as amended by- Liability Act, 42. U.S.C. 59601 et spec. (42 U.S.C. S9601).
18. Compliance WVith Environntergal Laws. To the best of Seller's knowledge the Property
complies with all applicable iadvs and qovernrrier,iai regulations including, without limitation, all
applicable federal, state, and 'ocal laws penaining ro air and vuater (quality, hazardous waste, waste
disposal, and other envyonrnentai matte-- inc ;ludirrj. but nor !imited to, the Clean Water, Clean Air,
Federal Water Pollution Control, Soliu Waste Disposal, Resource Conservation Recovery and
Comprehensive Environmental Response Compensation grid Liability Acts, and the California
Environment Quality Act, and the rules, ,-PgJatiorls, and ordinances of the city within which the subject
property is located, the California Dec�arlrnent of Health Services, the Regional Water Quality Control
Board, the State Vtrater Resourr ;es Ccrtrol board; the Environmental Protection Agency, and all
applicable federal, state, and local ageric ;ices arid bureaus.
19. Indernr�ity. Scl� ;,r �ayr� °,s to i �u.r,inity, efend and hold the City harmless from and against
any claim, action, suit, oroceedin . icn-�s, cost, r°iarriage, flability, deficiency, fine, penalty, punitive
damage, or expense (irrclud rly, v+iiti,)co.11 lir!Iiia:ion, - at(orneys' fees), resulting from. arising out of, or
based upon (i) the presence rele;ase�, ease, ac ; c ration, aaisct arge, storage, or disposal of any
Hazardous Material on. und6f, in or about, or r.he transportation of any such materials to or from, the
Property, or (ii) the violation, or ✓io3_:atiori, of any statute, ordinance, order, rule, regulation,
permit, judgmei-it, or io tl use, aerie ation, release, discharge, storage, disposal, or
transportation of Hazrirdous nia,teria :: rxnc;f=" , n, Cr about, ic, or from, the PraperZy. This indemnity
shall include, without ri���itaticTr�. any J;iTlage, �i�ai��iih�, fin(:, penaity, punitive damage, cost, or expense
4
25E -23
arising from or out of any claim, action, suit or proceeding for personal injury (including sickness,
disease, or death, tangible or intangible property damage, compensation for lost wages, business
income, profits or other economic loss, damage to the natural resource or the environment, nuisance,
pollution, contamination, leak, spill, release, or other adverse effect on the environment). This
indemnity extends only to liability created prior to or up to the date this escrow shall close. Seller shall
not be responsible for acts or omissions to act post close of this escrow.
20. Contingency. It is understood and agreed between the parties hereto that the completion of
this transaction, and the escrow created hereby, is contingent upon the specific acceptance and
approval of the City herein. The execution of these documents and the delivery of same to Escrow
Agent constitutes said acceptance and approval.
21. Modification and Amendment. This Agreement may not be modified or amended except in
writing signed oy the Seller acrd City.
22. Partial Invalidity. Any provision of this Agreement that is unenforceable or invalid or the
conclusion of which would adversely affect the vaiidity, legality, or enforcement of this Agreement shall
have no effect, but all the remaining provisions of this Agreement shall remain in full force.
23. Captions. Captions and headings in this ,Agreement, including the title of this Agreement, are
for convenience only and are not to be considered in construing this Agreement.
24. Governing Law, This Agreement shall be governed by and construed in accordance with the
laws of the State of Caliicrnila.
25. No Reliance ft One-Rally On_Thre Other. Each party has received independent legal advice
from its attorneys with aspect to the divisibility of executing this Agreement and the meaning of the
provisions hereof. 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.
26. No 'Third Party Beneficiary. This Agreement is intended to benefit only the parties hereto and
no other person or entity has or shall acquire any rights hereunder.
27. Duty To Cooperate trwrther. Each party hereby agrees that it shall, upon request of the other,
execute and deliver such further documents (in form and substance reasonably acceptable to the party
to be charged) and c _, cuc;, C; ;c:, c::ct,s „rd fh,ngs as are reasonably necessary and appropriate to
effectuate the terms and conditions of this Agreeme.rit, without ost.
28. Applicability of Agreement: To Assignees. This Agreement shall be binding upon and shall
inure to the benefit of the succ-ssors and assigns o` the parties to this Agreement.
29. Authority to Execute _AareemeLl t. Each undersigned represents and warrants that its
signature herein below has the power, authority and right to bind their respective parties to each of the
terms of this t tgreerne.nt, acid shall indemnify City fully, including reasonable costs and attorney's fees,
for any injuries cr clar IialJ. : i y in the event that such authority or power is riot, in fact, held by the
signatory or is �rjithdra%or .
5
25E -24
30. Incorporation of Exhibits. AEI Exhibits referenced herein and attached hereto shall be
incorporated as if fully set forth in the body of this Agreement.
The parties have executed this Agreement as of the date written below.
SELLER: Rafael C. Ramos and Yolanda Ramos, husband and wife as Joint Tenants
Date
Rafael ^ .iRamos 1 - — --
A
Yola Ramos
CITY /BUYER:
CITY OF SANTA ANA
BY:
David N. Ream
City Manager
ATTEST:
BY:
Patricia E. Healy
Clerk of the Council
APPROVED AS TO FORM:
Joseph W. Fieicher
City Attorney
BY: _
Jose Sandoval
Chief Assistant City Attorney
6
Date ` J`'7
Dated
25E -25
Attachment 1
EXHIBIT "A"
LEG'xl- DESCRIPTION
PARCI, EL "A"
ThaL poriion lit Rwicho Sanfictgo dcSariw:ono in tht.,
LI
City (if SZIIIId Alw, ('(:IkAmy (..If suilc of Caijfurniii, as desi..-Irlhed Iri Qui[cilwni Dted
ro'corded April ]9W aIs ln,,trwiicm No. �4-021814�)-. Oflicial Records In the Offi ce 4-A-
011° COLITW, Recorde, Of Sitld COLMIP,'. IVM v,'LsrcrIv ti l"curves concentric Vvilli Land
75.0()' of 0,I'l, ),5 oil
rLferericed Exhlibli "B", dL:scrihed I`illow;
11w ceiverlilic 1.1111el'scClIon of Bristol Sirc,,,t with S.niw-i Ano Ro-oiovard
(J'OFIIII-rl� F".)Llnh sltven.- C.I-Inct llorthcfk Jolig s'li
ld centerlIne ol'BrIstol ►lree'L,
North OW.^;1'40- Fist, 54,91 fCei Io tile True Point (if Beginning. acid the
licicl,'tllllll'L,'.--('['-("Ir%'e Ofsild Corls1rucilor, cunteril]))L'. timid (:lIrVC b
CITIg
a trtdius f4 7000,00 lict,'tl fl!.+fIlUC 310111-01-1-ly 'Jiwig said curve t 16.21) I'eeL, flifou;�7�11 C1
Contral angic (if, 0')"1 jl.lvjlw Ul rvldlu of
il!e': thence 11o"IhCrk alomr 147.75 iect. throwdl ti CeIltr'll (it,
04`113'58- to fliv ]�'jj
. d
Excepi 61,11 Portior► of I-M!d Is drscl ibed in Decd Ior Street Purposes, rccor&d
Octol)cr 3 11947 in Book 1 lliiuc 4"'%, Official Records of stud County Recorder.
0 ',UpUaiv 1
I ' eel, III4 1 I-e
All as showri on Exhj[ij-, altackcd horcto '-Ind Ily flils •ef&erice made "t hart hereof,
Subject to '111 and Eawinetits of record_ i Fany.
Prepared h,,., mc. or Ljjj(JcI .71 v c[I,,-ccLj(jjj
-2
4
r t,
7
B 8324
25E-26
8
Attachment 1
25E -27
0
LLJ
[L'�
PLC 8,324 t
EXP_ 11 -31 1 tY i
"._ (
`phi-
a , ry
`i'<�rC tll+i1
FIFTH
STREET
L1 ' I�
v
,r n'
YL.
i �
—
1
M
,
SANTA ANA
BOULEVARD
(formerly
Fcurth
Street;
25E -27
When recorded, please mail this
instrument and tax statements to:
Clerk of the Council
City of Santa Ana
20 Civic Center Plaza, M -36
Santa Ana, California 92701
Free recording requested by
THE CITY OF SANTA ANA PER GOVERNMENT CODE
SECTION 6103
Attachment 2
SPACF AROVF THIS I INF FOR RFC:ORnFR'S l I
CANCEL
AGENCY(IES)
APPROVED BY
DESCRIPTION
DESCRIPTION
A. P.
R/W MAP
PROJECT
TAXES
PUBLIC WORKS
DIRECTOR
WRITTEN BY
CHECKED -O.K.
NUMBER
NUMBER
NUMBER
430- 221 -19
Portion of 2600 Redhill Avenue, Santa Ana, California
TEMPORARY LANDSCAPE EASEMENT DEED
FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
Rafael C. Ramos and Yolanda Ramos, husband and wife as Joint Tenants
Does Hereby Grant to THE CITY 0'F SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws
of the State of California, easement for public right -of -way purposes for the right to plant, maintain, replace, or remove landscaping in, upon,
over and across that certain real property in the City of Santa Ana, County of Orange, State of California, located at 415 N. Bristol Street,
Santa Ana,, legally described as follows:
SEE ATTACHMENT 2, EXHBIT "A" and °B" - LEGAL, ATTACHED HERETO; AND BY THIS REFERENCE MADE A PART HEREOF:
This permission is granted subject to the fcllowing conditions being fulfilled by City
(A) During construction of driveway approaches, access to the business will be maintained at all times. In some cases, construction of one -half
of a driveway aporoach at a time may be required. In this case, the contractor shall provide a temporary asphalt driveway to the business
until a permanent concrete driveway is constructed. At no time, the contractor shall block access to the business during construction.
(B) City shall indemnify the undersigned against and hold the undersigned harmless of any loss of or damage to any property, or injury or
death of any person whomsoever, proximately caused in whole or in part by negligence of City of by any act or omission for which the
City is liable in the exercise of the ; ights herein granted.
It is understcod that the period of use o` said easement shall exis'. for a roe; iod of no more than 6 months and shall commence with the
first entry of owner's property by City's contractor. Upon completion of street widening work, the Easement Area shall be maintained
with landscaping in compliance with City ordinances as applicable to this site. In the event actual use by Grantee, its authorized agents,
or contractors extends oeyond the prescribed period of 'tirne, the Grantee snaJ pay the Grantor at the same contract rate of $ 3,992 per
month, prorated to the actual date said use is terminated. This easement shall terminate upon completion of said construction and in
any event shall cease and terminate not lute! tlhzz r, De en cr 311. 201.2.
Rafael C. Ramos and Yolanda Ramos, husband and wife as Joint Tenants
Rafael C. Ramos
Date
Yolanda Ramos
STATE OF CALIFORNIA )SS.
COUNTY
On -- — _ - 2010, before me,
personally appeared
who Proved to me on the basis of
satisfactory evidence to be the person(s) 1whose na a(s} is /are s!.lbscribed to the within instrument
and acknowledged to me that he /she /they executed the same in his /her /their authorized
capacity(ies), and that by his /her /their signature(s) on the instrument the person(s) or the entity upon
behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
Signature
SICNAT'URE OF NOTARY PUBLIC
25E -28
PLACE NOTARY SEAL ABOVE
Attachment 2
1.
EXHIBIT n"k ,
LEGM- DF',SCIZIPTION
PAIZCEL "A"
A .strip oflancL 5.00 17,M 111, V,idill. that poNiOn Ut 11C JUliflD Cha,,-e,, Alloirt-wn- in
f0licho santiiq_�n J.", "iltit in the (*jty of Santa Ana. County off 01-anaQ,
Que Of (IMM"a. Nx deschhed in QuAchrini Deed recorded Ap-L'ill 22- 994 as
InstrUMen'. N(.,,. 94-022 1492, UlAcial Records in the Mice ofthc Cnunt�, Recorder of
Wi (Anly. We wwwrij wit! 4 wwd ,trip 75.00 f'e-,t -- rite fly all(l i.:urwentric
the (Insvuction ccracHine can as Nhq %"I an h .re laher YeRnonced ExhM 10
dc,"cribcd "Is J61im\_S:
Coinintwins; ul the tweSw it oc:-,�eL:dwi of Bristol Street with Santi-, Atia Boulcvard
(Mmerly 1'C urth Treat? thmicc nordicri,, ajon, said ct'riterline of Bristol
-North 00".)7'4(Y' Lu t, 74.'Jl is Ql to thu True Mint of Beginning, and tho
g-ilf-Cur nz of mud ( OSUMI% still cutwc beill" Con(:iwL , %.�,Csturl).
having a Mus or 20w).(yj Ljjc;1CC liortht rly along -Said curve 1 10.29 1 cc!, through it
wntral angle 403"! Wsr jo c, cjjj.-,,,c, C011CHVC CWItrlr, haVi�I�L� it ritdiLPi (11'
2000.00 Set th,,.,ricc northeliv Wig said cumv 147,75 feet, through a �entral angsk: of
04'� 13'59" to
CUMAng 60 S(IL1,1r• 1�'Ct. i-nUll-V 01 it:_'OS
AH as Am= on F&AH -B". attachl d hLrQ'to and 1w Lhis refcrencc rr idc to pall hereof.
ObJecl to all (Awmants. kights, RightA-3110'ay and Wenients of record. if :inn.
Ilepared by ire, or widcr rn\ direction un
Plynon"d- Kcr, PES
F. xpir,::,s
10
Ajc
PLS 0324
rt w
OF
25E-29
11
Attachment 2
SANTA ANA
' - BOULEVARD
r
(formerl,, FOUrth Street)
i
25E -30
' •.dam
_` "
r
r� .,•'C
r.
r`
FIFTH
_.
STREET
Li
LIJ
,=
f
�.
r.
CO
,
tt ,
,
i
O' l , 1
4
SANTA ANA
' - BOULEVARD
r
(formerl,, FOUrth Street)
i
25E -30
Attachment 3
GENERAL ESCROW PROVISIONS
All disbursements shall be made by Escrow's check. All funds received in this escrow shall be
deposited in one or more of your general escrow accounts with any bank doing business in the
State of California and may be transferred to any other general escrow account or accounts.
The expression "close of escrow" means the date on which instruments referred to herein are
filed for record. All adjustments are to be made on the basis of a 30 -day month. Recordation
of any instruments delivered through this escrow, if necessary or proper in the issuance of a
policy of title insurance called for, is hereby authorized.
There shall be no prorations of any existing insurance policies in this escrow.
You are to furnish a copy of these instructions, amendments thereto, closing statements
and /or any other documents deposited in this escrow to the lender or lenders, the real estate
broker or brokers and /or the attorney or attorneys involved in this transaction upon request of
such lenders, brokers or attorneys.
Should you before or after close of escrow receive or become aware of any conflicting
demands or claims with respect to this escrow or the rights of any of the parties hereto, or any
money or property deposited herein affected 'hereby, you shall have the right to discontinue
any or all further acts on your part until such conflict is resolved to your satisfaction, and you
shall have the further right to commence or defend any action or proceedings for the
determination of such conflict. The parties hereto jointly and severally agree to pay all costs,
damages, judgments and expenses, including reasonable attorney's fees, suffered or incurred
by you in connection with, or arising out of this escrow, including, but without limiting the
generality of the foregoing, a suit in interp'.eader brought by you. In the event you file a suit in
interpleader, you shall ipso facto be fully released and discharged from all obligations imposed
upon you in this escrow.
If for any reason funds are retained or remain in escrow, you are to deduct therefrom a
reasonable monthly charge as custodian thereof of not less than $10.00 per month.
Time is declared to be the essence of these instructions. if you are unable to comply within
the time specified herein and such additional time as is required to make an examination of the
official records, you will return ali documents, money or property to the party entitled thereto
upon satisfactory written oemano aria authorization. Any ,amendment of and /or supplement to
any instructions must be in writing The seller agrees to sell and the buyer agrees to buy the
property herein described upon the terms Hereof.
These escrow instructions, and amendments hereto, may be executed in one or more
counterparts, each o which i ride pendernfy small have the same effect as if it were the original,
and all of which taken together shall constituae one and the same instruction.
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ALL INCLUSIVE SETTLEMENT AGREEMENT
This Agreement ( "Agreement ") is made by and between the City of Santa Ana Public
Works Agency, a public body, corporate and politic ( "Agency ") and Norman and Susan Luna
dba/Tony's Lock and Safe Service ( "Tenant "). The Agency and Tenant are hereinafter
sometimes referred collectively as the "Parties."
RECITALS
A. Tenant operates a. business, commonly known as 304 -306 N. Bristol Street, Santa Ana,
CA (the "Property ").
B. The Agency has made an offer to purchase the Property for the Bristol Street
Widening Project. The property owners, Norman C. Luna, Trustee of the Luna
Family Trust. ("Owner"), and Agency have negotiated a Purchase and Sale Agreement
( "PSA ") for Owner's Property ( "Acquired Property "), which will result in the
termination of Owner's and Tenant's rights, title and/or interests in the Acquired
Property.
C. The Parties desire to resolve all issues relating to the Agency's acquisition of the
Property in accordance with the terms and conditions set forth below.
D. The Parties acknowledge that the payment as set forth in paragraph 1(a) and other
consideration given in connection with this Agreement are the result of a compromise
and settlement of disputed claims, and shall never, at any time or for any purpose, be
considered an admission of liability or responsibility on the part of any of the parties
herein released.
NOW, THEREFORE, in consideration of the foregoing and of the mutual promises and
covenants hereinafter set forth, it is hereby agreed by and among the Parties that:
1. Consideration
(a) The Agency shall pay to Tenant the sum of $255,000.00 (Two Hundred Fifty
Five Thousand Dollars) (Tenant Settlement Payment) as total compensation for
relocation assistance and any and all related expenses and claims as more fully
described in paragraph 1(b) below. Upon full execution of this Agreement, the
Agency will begin processing an initial payment, payable to the Peterson Law
Group Client Trust Account, in the amount of $170,000.00, and pay same within
thirty (30) days of execution of this Agreement. The Agency will make the final
payment to the Peterson Law Group Client Trust Account in the amount of
$85,000.00, less any deductions described in paragraph 1 (c) of this Agreement,
concurrently when Tenant vacates the Property, signs a Certificate of
Abandonment, provides all keys to the Property to the Agency or to the Agency's
relocation consultant, and provides written verification that all hazardous
materials have been legally and properly moved.
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(b) Tenant agrees. that the consideration received pursuant to paragraph 1(a) above
constitutes full satisfaction of any and all obligations of the Agency to Tenant,
including, without limitation, any obligations for relocation assistance, relocation
benefits, moving expenses, interest of any kind in the real estate and leasehold,
loss of business goodwill, compensation for personal property (loss of inventory),
furniture, fixtures and equipment, interest, attorney's fees, appraisal fees, or
damages of any nature.
(c) Tenant agrees to vacate the premises by no later than August 31, 2010 or sixty
(60) days after close of escrow for the Acquired Property, whichever occurs later
(Vacate Date). Should Tenant remain in occupancy beyond the Vacate Date, a.
Two Hundred Fifty Dollar ($250) per day penalty will be deducted from Tenant's
Settlement Payment, for each day of occupancy beyond the Vacate Date unless a
written request for an extension has been submitted and consequently approved
by the Agency or its Agents.
(d) Tenant hereby agrees that Agency may remove and dispose of any personal
property or trash that has not been moved upon the Vacate Date, as it elects and
desires, without any notice to Tenant.
(e) Payment will be made for Relocation Expenses in the amount of $121,000.
(f) Payment will be made for Loss of Business Goodwill in the amount of $134,000.
2. Release
(a) Nothing contained herein shall constitute a release or discharge by either party for
any of the undertakings of the other party to this Settlement. Agreement. This
Agreement shall serve as a full release and discharge by the Parties, on behalf of
themselves, their agents, representatives, assigns, trustees, administrators,
attorneys, heirs, relatives, spouses, ex- spouses, beneficiaries, and successors in
interest, in consideration of the mutual covenants and promises contained herein,
of the Tenant, the City of Santa Ana, the City of Santa Ana Public Works Agency,
and those parties' accountants, other professionals, agents, representatives,
assigns, employees, administrators, trustees, insurers, attorneys, . heirs,
beneficiaries, and successors in interest (collectively the "Released Parties "), from
all rights, claims or cross - claims, demands, actions, or causes of action, including
those for damages, compensation, relocation assistance, relocation benefits, loss
of goodwill, property interest, compensation for personal property (loss of
inventory), furniture, fixtures and equipment, punitive damages, interest, costs,
attorney's and appraisal fees, injunctive or declaratory relief, or for relief by way
of writ of mandate, or for demands, damages, refunds, debts, liabilities,
reckonings, accounts, obligations, costs, expenses, liens, actions, causes, and
causes of action of whatever kind, at law or in equity, that the Parties have now or
may have against any of the Released Parties arising from the facts and
circumstances described in this Agreement including but not limited to (1) the
acquisition of the Property by the Agency, (2) Tenant's leasehold interest, if any,
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in the Property (or any portion thereof) or (3) any other right or interest Tenant
may have, assert, or claim by reason of Agency's actions or failure to act,
including, but not limited to, any claim to relocation assistance, relocation
benefits or compensation for property or loss of goodwill from the Agency.
(b) In making this release, the Parties intend to and do release, acquit and discharge
the Released Parties, and each of them, from any liability of any nature
whatsoever for any claim, injury, damages, or equitable or declaratory relief of
any kind, whether the claim, or any facts on which such claim might be based, is
known or unknown to the party possessing the claim. Each party expressly
acknowledges and waives any and all rights under Section 1542 of the California
Civil Code, which the Parties understand provides as follows:
A general release does not extend to claims which the creditor does not know or
suspect to exist in his /her favor at the time of executing the release, which
known by him /her must have materially aff
debtor. ected his /her settlement with the
Each party acknowledges the foregoing waiver of the provisions of California
Civil Code Section 1542 was separately bargained for and expressly consents that
this Agreement shall be given full force and effect in accordance with each and all
of its express terms and provisions, including those terms and provisions relating
to unknown or unsuspected claims, demands and causes of action, if any, to the
same effect as those terms and provisions relating to any other claims, demands
and causes of action herein above specified.
(c) Each party acknowledges that it may hereafter discover facts or law different from
or in addition to those which it now believes to be true with respect to the release
of claims. Each party agrees that the foregoing release shall be and remain
effective in all respects notwithstanding such different or additional facts or law
or any party's discovery thereof. The Parties shall not be entitled to any relief in
connection therewith, including, but not limited to, any damages or any right or
claim to set aside or rescind this Agreement.
(d) None of the Parties or their respective agents nor any related entities have made
any statement or presentation to the other regarding any fact relied upon in
entering into this Agreement and the Parties, and each of them, expressly do not
rely upon any statement, representation or promise of any other party or nay
party's agent or related entities in executing this Agreement, except as is
expressly set forth herein. Each of the Parties has made such investigation of the
facts and law pertaining to the subject matter of this Agreement as it deems
necessary, and has consulted with legal counsel of its own choosing concerning
these matters.
(e) Tenant hereby represents and warrants as of the Effective Date of this Agreement
that (1) to its actual knowledge, no other entity or person has any right, title, or
interest whatsoever in the released claims, and (2) that there has been no
assignment, transfer, conveyance or other disposition by Tenant of any of the
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released claims, and that Tenant will not make any such assignment, transfer,
conveyance or other disposition subsequent to the Effective Date of this
Agreement. Tenant acknowledges that the Authority has relied and is relying
upon such representations and warranties in entering into this Agreement.
(f) Tenant will Hold Harmless and defend Agency, its employees, agents, contractors
or representatives from any claims that may arise from Tenant's nondisclosure of
any other interests in the Property or personal property referenced by this
agreement.
(g) This Agreement represents a settlement of doubtful and disputed claims between
the Parties and does not constitute any admission of liability by either party to the
other parry to this Agreement. Agency has delivered to Owner an offer to
purchase the Property under threat of eminent domain pursuant to Government
Code Section 7267.2. Tenant and Agency now wish to enter into this Agreement
in lieu and under threat of eminent domain proceedings.
3. Third Party Beneficiaries
Except as explicitly set forth herein, nothing in this Agreement is intended to create any
third party beneficiaries under this Agreement, and no person or entity other than
Authority and Tenant shall be authorized to enforce the provisions of this Agreement.
4. Attomey's Fees
In the event of litigation relating to or arising out of this Agreement, the prevailing party
shall be entitled to be reimbursed by the non - prevailing party for all reasonable costs and
expenses incurred thereby, including, but not limited to reasonable attorney's fees and
costs for services rendered to such prevailing party.
5. Ind_ emnity
Each party shall indemnify, defend and hold the other party and the Released Parties
harmless from and against any claims, damages, demands, liabilities, losses, judgments,
expenses and attorney's fees and /or costs resulting from the breach by such indemnifying
party of any provision of this Agreement, the falsity of any representation or warranty
made by the indemnifying party contained in this Agreement.
6. Entire Agreement
This Agreement together contains the entire Agreement of the Parties, and supersedes
any prior written or oral agreements between them, concerning the subject matter of this
Agreement.
7. Partial Invalidity
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In the event that any term, covenant, condition or provision of this Agreement shall be
determined by a court of competent jurisdiction to be invalid or against public policy, the
remaining provisions shall continue in full force and effect.
8. Waiver and/or Modification
The provisions of this Agreement may not be waived, altered, amended or repealed, in
whole or in part, except upon a written agreement signed by each of the Parties. The
waiver by one party of the perfonnance of any provisions of this Agreement shall not
invalidate this Agreement, nor shall it be deemed a waiver of any other provision hereof.
9. Headings
The headings, subheadings and numbering of the different paragraphs of this Agreement
are inserted for convenience and for reference only and shall not be considered for any
purpose in construing this Agreement.
10. Governing Law
The rights and obligations of the Parties under this Agreement shall be construed and
enforced in accordance with, and governed by, the laws of the State of California.
I I . Successors In Interest
Subject to any restrictions against assignment contained herein, this Agreement shall
inure to the benefit of, and shall be binding upon, the assigns, successors in interest,
personal representatives, executors, estates, heirs, legatees, agents and related entities of
each of the Parties.
12. Necessary Acts
Each of the Parties agrees to perform such further acts, and execute and deliver such
further documents, as may be reasonably necessary to carry out the provisions of this
Agreement.
13. Advice of Counsel
The Parties, and each of the, acknowledge that in connection with the negotiations and
execution of this Agreement, they have each been represented by independent counsel of
their own choosing and the Parries executed the Agreement after review by such
independent counsel; or, if they were not so represented, said non - representation is and
was the voluntary, intelligent and informed decision and election of the party not so
represented; and, prior to executing the Agreement, each party has had an adequate
Opportunity to conduct an independent investigation of all the facts and circumstances
with respect to the matters which are the subject of this Agreement including but not
limited to the advisability of entering into this Agreement and the meaning of California
Civil Code Section 1542.
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14. Authority to Execute This Agreement
Each person executing this Agreement on behalf of an entity represents that he or she is
authorized to execute this Agreement on behalf of that entity and to bind that entity to the
terms of this Agreement.
15. Construction
Each party has cooperated in the drafting and preparation of this Agreement. In any
construction to be made of this Agreement, or of any of its terms and provisions, the
same shall not be construed against any party.
16. Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed an
original and, when taken together with other signed counterparts, shall constitute one
Agreement, which shall be binding upon and effective as to all Parties.
17. Voluntary A Bement
The Parties, and each of them, further represent and declare that they have carefully read
this Agreement and know the contents thereof, and that they sign the same freely and
voluntarily.
18. Notices
All notices, requests, demands and other communications required or pennitted to be
given under this Agreement shall be in writing and shall either be delivered personally or
be sent by telegram or by regular or certified first class mail, postage prepaid, deposited
in the United States mail, and properly addressed to the party at its address set forth
below, or at any other address that such party may designate by written notice to the other
party:
To Agency: Souri Amirani
Deputy City Engineer
City of Santa Ana Public Works Agency
20 Civic Center Plaza, M -36
Santa Ana, California 92701
To Tenant: Norman and Susan Luna.
Tony's Lock and Safe Service
C/O Peterson Law Group
707 Wilshire Blvd. #5270
Los Angeles, CA 90017
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19. Jurisdiction and Venue
Any action or proceeding concerning this Agreement shall be filed and prosecuted in the
appropriate California court in the County of Orange, California: Each party hereto
irrevocably consents to the personal jurisdiction of the court. The Parties each hereby
expressly waive the benefit of any provision of law providing for a change of venue to
any other court, including, without limitation, federal Agency court, due to any diversity
of citizenship between the Parties or due to the fact that either the Authority is a party to
such action or proceeding. Without limiting the generality of the foregoing, the Parties
specifically waive any rights provided to it pursuant to California Code of Civil
Procedure Section 394 or other state or federal statutes or judicial decisions of similar
effect.
IN WITNESS WHEREOF, the parties to this Agreement have executed this Agreement as of the
date first written above.
loaL 's Lock and Safe Service
Luba Title
Title
S TO
Tenant Legal Counsel
CITY OF SANTA ANA
BY:
David N. Ream
City Manager
ATTEST:
Maria D. Huizar
Clerk of the Council
APPROVED AS TO FORM:
Joseph W. Fletcher
City Attorney
BY:
Jose Sandoval
Managing Senior Assistant
A
- S:sT - - b
Tax Identification No.
Tax Identification No.
57- l- Ali U
Date
I - '90 10
Date
Dated �'� t- Xzl
Dated
Dated
Dated
f
%of%
25E -38 ��
REQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
AUGUST 2, 2010
TITLE:
AGREEMENT AMENDMENT WITH THE
FRIENDS OF SANTA ANA ZOO
CITY MANAGER
RECOMMENDED ACTION
CLERK OF COUNCIL USE ONLY:
APPROVED
❑ As Recommended
❑ As Amended
❑ Ordinance on 1s' Reading
❑ Ordinance on 2nd Reading
❑ Implementing Resolution
❑ Set Public Hearing For,
CONTINUED TO
FILE NUMBER
Authorize the City Manager and Clerk of the Council to execute the attached agreement
amendment with the Friends of Santa Ana Zoo, subject to non - substantive changes approved by
the City Manager and City Attorney.
DISCUSSION
The Friends of Santa Ana Zoo ( FOSAZ) is a nonprofit 501 (c)3 agency. Their purpose is to market
and solicit charitable donations to support the operation, maintenance and expansion of the Santa
Ana Zoo at Prentice Park. Most recently, FOSAZ was instrumental in helping the City fundraise for
the Tierra de las Pampas exhibit. The Friends of Santa Ana Zoo and the City of Santa Ana
collaborate on programs to enhance the benefits of the Santa Ana Zoo at Prentice Park. The
Friends have overseen many planning and fundraising efforts, including the annual "Boo at the
Zoo" and " Zoofari" events, as well as providing staffing and maintenance of the Zoofari Express
Train Ride, the Endangered Species Carousel and the Zoo Gift Shop.
In 2006, the City and FOSAZ agreed on a $10,000 contribution from FOSAZ to help with the Zoo's
veterinary expenses. Then two years ago, FOSAZ began paying the City $20,000 for the
veterinary expenses. This amendment reflects this increase. The Zoo's veterinary expense is
about $80,000 a year. In addition, FOSAZ pays the City 10% of all net Gift Shop and Facility
Rental revenues. This amendment changes the revenue account that these funds are deposited
into from a special revenue account to the City's General Fund. This change allows the City to
reduce the Zoo General Fund subsidy, one of the major goals of the Zoo.
25F -1
Friends of Santa Ana Zoo Amendment
August 2, 2010
Page 2
FISCAL IMPACT
The concession revenue and veterinary contribution will be deposited in General Fund revenue
accounts (no. 01113200 various).
Gerardo Mouet,
Executive Director
Parks, Recreation
Services Agency
Community
APPROVED AS TO FUNDS AND ACCOUNT:
Francisco Gutierrez,
Executive Director
Finance and Management Services Agency/
25F -2
SECOND AMENDMENT TO AGREEMENT
BETWEEN THE CITY OF SANTA ANA AND THE
FRIENDS OF SANTA ANA ZOO FOR THE BENEFIT
AND SUPPORT OF THE SANTA ANA ZOO IN
PRENTICE PARK
THIS SECOND AMENDMENT, made and entered into this day of ,
2010, by and between the CITY OF SANTA ANA, a charter city and municipal
corporation duly organized and existing under the Constitution and laws of the State of
California ( "CITY ") and Friends of Santa Ana Zoo ( "FOSAZ "), a California non - profit
public benefit corporation, organized for the purpose of supporting the operation,
maintenance and expansion of the ZOO through charitable fundraising.
RECITALS
A. The parties entered into that certain agreement entitled "Agreement between the
City of Santa Ana and the Friends of the Santa Ann Zoo for the Benefit and
support of the Santa Ana Zoo in Prentice Park on December 3, 2001 ", as amended
by that certain First Amendment dated December 4, 2006 (collectively, the
"Agreement ") .
B. The PARTIES seek to further amend the Agreement in order to increase FOSAZ
funding contribution towards veterinarian services, and clarify that all proceeds from
FOSAZ shall be maintained as City general funds.
WHEREFORE, in consideration of the covenants contained in said Agreement, and subject
to all the terms and conditions of said Agreement, except those amended in this Second
Amendment, the parties agree as follows:
1. Section 3G, entitled "Concession Revenue Sharing ", shall be amended to read as
follows:
3.G. Financial Contributions & Concession Revenue Sharing
(i) On or before December 31St of each year, FOSAZ shall remit the
sum of thirty thousand dollars ($30,000) to the CITY to be used for
veterinary expenses. These funds will be deposited into a CITY
revenue account with the City General Fund. The CITY shall
provide FOSAZ with an accounting of the expenditures of these
funds on an annual basis following each fiscal year.
(ii) In addition to funds provided in (i) above (which shall not be
deducted from gross revenues when calculating net revenue), on
the 15th day of each quarter of the calendar year beginning on April
15, FOSAZ will remit to CITY ten percent (10 %) of all net
concession revenues from the Gift Shop and Facility Rental Areas
received in the preceding quarter.
25F -3
(iii) CITY shall deposit such concession revenue into a CITY revenue
account with the City General Fund to be used by the CITY for
ZOO capital and operating expenses including, but not limited to
improvement projects, educational opportunities, staff
development, and/or purchase of animals, as reasonably
determined by the Zoo Manager.
Except as herein amended, all terms and conditions of said Agreement shall remain
in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to
Agreement the date and year first above written.
ATTEST:
MARIA D. HUIZAR
Clerk of the Council
APPROVED AS TO FORM:
JOSEPH W.FLETCHER
City Attorney
CITY OF SANTA ANA
DAVID N. REAM
City Manager
FRIENDS OF THE SANTA ANA ZOO
Lo
Name:
Title:
2
25F -4
REQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
AUGUST 2, 2010
TITLE:
A RESOLUTION OF INTENT TO ISSUE
BONDS - DOWNTOWN PARKING
FACILITIES
f
f
dITY MANAGER
RECOMMENDED ACTION
CLERK OF COUNCIL USE ONLY:
APPROVED
❑ As Recommended
❑ As Amended
❑ Ordinance on I" Reading
❑ Ordinance on 2nd Reading
❑ Implementing Resolution
❑ Set Public Hearing For
CONTINUED TO
FILE NUMBER
Adopt a resolution of the City of Santa Ana regarding its intention to issue tax - exempt obligations
and to reimburse the Agency and City from proceeds of such obligations for costs incurred prior
to issuance for the Downtown Parking Facilities.
DISCUSSION
The American Recovery and Reinvestment Act (ARRA) of 2009 created new provisions to the
Internal Revenue Code allowing public agencies to designate "Recovery Zones" for the purpose
of issuing public and private bonds. Recovery Zone bonds allow for the issuance of debt with
lower borrowing costs for local governments and private entities to promote job creation and
economic recovery within adopted Recovery Zone boundaries. On August 17, 2009, the City
Council approved the designation of the Santa Ana Recovery Zone. The zone is comprised of
the entire City of Santa Ana, which includes the Redevelopment Agency's Merged
Redevelopment Project Area.
The City has received an allocation of $5,872,000 for tax exempt Recovery Zone Economic
Development Bonds. Recovery Zone Economic Development Bonds allow the City to finance
public infrastructure and public facilities. The Federal Government will remit to the City 45% of
the annual interest, resulting in a considerable cost savings to the issuer.
Capital improvements, including structural repairs, architectural enhancements and energy -
efficient improvements to the Downtown Parking Facilities, are proposed to be funded with the
proceeds of the Recovery Zone Economic Development Bond Program. It was anticipated that
CDBG funds would be used for these repairs; however, HUD has not issued the needed
clearances for funding. Further, the City does not have adequate cash reserves to directly fund
these repairs.
55A -1
Resolution of Intent to Issue Bonds —
Downtown Parking Facilities
August 2, 2010
Page 2
The resolution allows for a tax exempt financing (Recovery Zone and /or other forms of tax
exempt bonds) up to $7 million, including reimbursement of expenses that may be incurred prior
to actual issuance of the bonds. This approach will allow us flexibility while pricing the bonds in
the marketplace prior to issuance.
The Bonds need to be closed by December 31, 2010, if issued as Recovery Zone Bonds;
therefore, the underwriter selection process previously conducted for the Agency's proposed tax
allocation bonds will be utilized for this transaction. Based on the size of this transaction, only
Stone & Youngberg, as Senior Manager, is proposed to underwrite this borrowing. The balance
of the financing team will include CSG Advisors as financial advisor, and Quint & Thimmig LLP
as bond counsel. The team has been involved in several similar Recovery Zone bond
financings.
FISCAL IMPACT
There is no fiscal impact associated with this action.
Cynthia J. Nelson
Deputy City Manager for Development Services
Community Development Agency
CJN /NTE /mlr
Exhibit: 1. Resolution
55A -2
MATERIALS TO FOLLOW
55A -3
55A -4