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Home My WebLink About FULL PACKET_2012-07-02MINUTES OF THE REGULAR MEETING OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, CALIFORNIA JUNE 18, 2012 CLOSED SESSION MEETING CALLED TO ORDER POLICE COMMUNITY ROOM 60 CIVIC CENTER PLAZA SANTA ANA, CA 5:25 P.M. ATTENDANCE COUNCILMEMBERS Present: MIGUEL PULIDO, Mayor CLAUDIA ALVAREZ, Mayor Pro Tern CARLOS BUSTAMANTE MICHELE MARTINEZ VINCENT F. SARMIENTO SAL TINAJERO COUNCILMEMBERS Absent: P. DAVID BENAVIDES STAFF Present: PAUL M. WALTERS, City Manager SONIA R. CARVALHO, City Attorney MARIA D. HUIZAR, Clerk of the Council REQUEST TO ADD AGENDA ITEM City Attorney Carvalho requested that a Threat of Litigation matter be added to the Agenda since there was an immediate need to take action on a matter that need arose after the posting of the Agenda. Mayor Pro Tern Alvarez asked City Attorney when the notice was received; City Attorney Carvalho indicated that letter received by her Office subsequent to posting of the Agenda. Mayor Miguel made the motion to add item to the Agenda, but died due to a lack of second. PUBLIC COMMENTS - None COUNCIL RECESSED to Police Chief's Conference Room, 4t" Floor, 60 Civic Center Plaza for Closed Session discussion at 5:28 p.m. CITY COUNCIL MINUTES JUNE 18, 2012 1 0A-1 CLOSED SESSION ITEMS The Brown Act permits legislative bodies to discuss certain matters without members of the public present. The City Council finds, based on advice from the City Attorney, that discussion in open session of the following matters will prejudice the position of the City in existing and anticipated litigation: 1A CONFERENCE WITH LEGAL COUNSEL--EXISTING LITIGATION pursuant to Government Code Section 54956.9(a) Manuel Sosa v. City of Santa Ana, Orange County Superior Court Case No. 30-2011-00503443 Charlene Galarza v. City of Santa Ana, United States District Court Case No. SACV10-01078 AG (FFMx) 1B CONFERENCE WITH LEGAL COUNSEL--ANTICIPATED LITIGATION pursuant to Government Code Section 54956.9(b) Christopher Roelle vs City of Santa Ana, WCAB Case # 11-0289; Case Settlement Request 1C CONFERENCE WITH LABOR NEGOTIATOR pursuant to Government Code Section 54957.6 Agency Negotiators: Personnel Services Executive Director, Ed Raya Employee Organizations: Santa Ana Police Management Association (PMA) Confidential Association of Santa Ana (CASA) CLOSED SESSION REPORT - See Item 19A for Report. ADJOURNED THE CLOSED SESSION MEETING AT 6:12 P.M. AND CONVENED TO THE REGULAR OPEN MEETING CITY COUNCIL MINUTES 2 JUNE 18, 2012 1 0A-2 OPEN SESSION MEETING CALLED TO ORDER POLICE COMMUNITY ROOM 60 CIVIC CENTER PLAZA SANTA ANA, CA 6:17 P.M. ATTENDANCE COUNCILMEMBERS Present: MIGUEL PULIDO, Mayor CLAUDIA ALVAREZ, Mayor Pro Tern CARLOS BUSTAMANTE MICHELE MARTINEZ VINCENT F. SARMIENTO SAL TINAJERO COUNCILMEMBERS Absent: P. DAVID BENAVIDES STAFF Present: PAUL M. WALTERS, City Manager SONIA R. CARVALHO, City Attorney MARIA D. HUIZAR, Clerk of the Council PLEDGE OF ALLEGIANCE Mayor Pulido CLOSED SESSION REPORT City Attorney Carvalho reported that the City Council considered matters listed on the Closed Session Agenda and authorized staff to finalize potential settlements. Councilmember Martinez left the meeting at 6:20 p.m. and did not return to the meeting. PUBLIC COMMENT • Richard Murray, property owner in the City, spoke about bee infestation at the property next to his; contacted several agencies to seek assistance, Mark Lawrence in the City Manager's Office is working with him; concerned about potential health issue and well being of children in the area. • Jeff Dickman, spoke in support of the upcoming sunshine ordinance crafted by the SACReD coalition that will allow for more advance notice on development projects, disclosure, lobbyist registrations, budget and other policies that would benefit the community. CITY COUNCIL MINUTES 3 JUNE 18, 2012 1 0A-3 • Ralph Allen, spoke in opposition to the PBID tax assessment; opined that if City had not participated in vote, the assessment would not have passed; his business does not benefit; recommend the tax fees be returned to property owners. • Herb Rose, asked why the PBID disestablishment matter not on the Agenda; indicated that he looks forward to having the City Council consider the disestablishment matter; also spoke in opposition to City's records destruction policy. o Mayor Pro Tern Alvarez indicated that PBID matter was suppose to be on tonight's agenda, but notified by the Clerk of the Council that item would be moved to July 2, 2012. Councilmember Tinajero noted that item would be considered concurrently with the annual Downtown budget item. • Fina Chaves, spoke in opposition to PBID; opined that City approved tax assessment illegally; asked why Downtown Inc. receiving close to $1 million dollars in property taxes. • Eduardo Gonzalez, volunteer at Centro Cultural de Mexico and member of the Santa Ana Collaborative for Responsible Development; had participated in the Renaissance Plan; spoke in support of transparency and upcoming sunshine ordinance. • Juan Carlos Macedo, member and volunteer of SACReD, commented that family moved out of area due to high home prices and job; involved in coalition, believe that sunshine ordinance will allow for healthy families and stronger economy. • Ana Lidia Tutila, member of SACReD, thanked the City Council for listening to comments on sunshine ordinance even if matter not on agenda; seek support for proposed sunshine ordinance; recounted personal account and involvement in SACReD; would like to obtain information on volunteer opportunities in library and health related programs. • Ruby Woo Gonzalez, President of the Artesia-Pilar Home Owners Association; supports sunshine ordinance, opined that ordinance would allow for better information, increased participation, and more effectively deal with various issues. • Victoria Salgado, member of SACReD, because involved in coalition to seek more parks/open space, supports sunshine ordinance. • Apolonio Cortes, member of SACReD, participating in addressing various issues in the community including better communication, project notification that would in turn create healthier families. • Gloria Giraldo, represents Santa Ana Building Healthy Communities, opined that sunshine ordinance will lead the way for civic engagement, applauded efforts to increase public participation, accountability; proposed policy will be a model for transparent governance. • Theresa Dang, spoke in support of upcoming proposed sunshine ordinance; suggest that ordinance will lead to sense of ownership and safer community. • Jonathan Bibriesca, supports sunshine ordinance; had been involved in Dream Team; advocating for sunshine policy. • Reyna Lopez, thanked the City Council for commitment to work with SACReD coalition; supports sunshine ordinance. • Luis Fuentes, member of SEIU 1877 that represents 5,000 members; recognized SACReD for efforts to bring sunshine policy; resident participation has increased CITY COUNCIL MINUTES 4 JUNE 18, 2012 1 0A-4 and believes that policy will lead to increased opportunity, and improved quality of life and economy. • Frank Mitchell III, architectural designer; have addressed the City Council in the past on rights of property owners; represents the Long-Pham family who renovated their home, but legislation requires them to demolish their home; recommend the City Council consider a moratorium on Code Enforcement CONSENT CALENDAR ITEMS MOTION: Approve Consent Calendar Items 10A through 30A with the following modifications: • Continue consideration of Item 25E to the July 2, 2012 City Council meeting; • Mayor Pro Tern Alvarez pulled Item 10A for separate discussion, o Noted that the June 4, 2012 Minutes should be corrected as follows: Page 7 will be corrected for the second time. Comment by Mayor Pro Tern Alvarez on sex offender ordinance should indicate that it was a proposed amendment to the 2006 ordinance. o Also, Page 18 regarding comments by Mayor Pro Tern Alvarez should state action by the City Council is discretionary and intent of donation to Concordia not clear. • Councilmember Sarmiento pulled Item 25D for separate discussion; and • Mayor Pulido requested an excused absence for Councilmember Benavides. • Correction to June 4, 2012 Minutes Page 17- Item 75A per public speaker Dwight Schroeder. Correcting Mr. Schroeder`s comment to "Now it should also be pointed out that with or without this designation it is still available for purchase by interested parties who wish to develop and preserve this property and whether it's called historical or not does not preclude that option. I urge that you deny this designation as historical and adopt the resolution that you have before you." MOTION: Alvarez SECOND: Bustamante VOTE: AYES: Alvarez, Bustamante, Pulido, Sarmiento, Tinajero (5) NOES: None (0) ABSTAIN: None (0) ABSENT: Benavides, Martinez (2) CITY COUNCIL MINUTES 5 JUNE 18, 2012 1 0A-5 ADMINISTRATIVE MATTERS MINUTES 10A MINUTES FROM THE REGULAR MEETING OF JUNE 4, 2012 - Clerk of the Council Office MOTION: Approve corrected Minutes. MOTION: Alvarez VOTE: AYES: NOES: ABSTAIN: ABSENT: SECOND: Sarmiento Alvarez, Bustamante, Tinajero (5) Pulido, Sarmiento, None (0) None (0) Benavides, Martinez (2) ORDINANCES/SECOND READING In the event a Councilmember recorded an "abstention" before consideration of the following ordinance(s) on first reading, such abstention will also be reflected in the minutes for second reading. 11A FISCAL YEAR 2012-2013 - CITY BUDGET - Finance & Management Services Placed on first reading at the June 4, 2012 City Council meeting and approved by a vote of 5-0 (Martinez and Tinajero absent). Published in the Orange County Register on June 8, 2012. MOTION: Place ordinance on second reading and adopt. ORDINANCE NO. NS-2835 - AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROPRIATING MONIES TO THE SEVERAL OFFICES, AGENCIES AND DEPARTMENTS OF THE CITY FOR THE FISCAL YEAR COMMENCING JULY 1, 2012 11B CREATING THE CLASSIFICATION TITLE OF POLICE COMMISSIONER AND DESIGNATING THE CLASSIFICATION AS THAT OF A PEACE OFFICER PURSUANT TO PENAL CODE SECTION 830.6(a)(2) - Personnel Services Agency CITY COUNCIL MINUTES 6 JUNE 18, 2012 1 0A-6 Placed on first reading at the June 4, 2012 City Council meeting and approved by a vote of 5-0 (Martinez and Tinajero absent). Published in the Orange County Reporter on June 8, 2012. MOTION: Place ordinance on second reading and adopt. ORDINANCE NO. NS-2834 - AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA CREATING THE CLASSIFICATION TITLE OF POLICE COMMISSIONER AND DESIGNATING THE CLASSIFICATION AS THAT OF A PEACE OFFICER PURSUANT TO PENAL CODE SECTION 830.6(a)(2) BOARDS / COMMISSIONS / COMMITTEES 13A COUNCIL COMMITTEE REPORTS - Parks, Recreation & Community Services Agency MOTION: Receive and file Parks, Recreation, Education and Youth (PREY) Minutes for May 21, 2012. MISCELLANEOUS ADMINISTRATION 19A CLOSED SESSION REPORT - Nothing to report. 19B EXCUSED ABSENCES - Clerk of the Council Office MOTION: Excuse the absence of Councilmember Benavides from the June 18, 2012 City Council Meeting. BUDGETARY MATTERS APPROPRIATION ADJUSTMENTS 20A ACCEPTING DONATION FROM CARIBOU INDUSTRIES - Police Department MOTION: Approve an appropriation adjustment. (Requires five affirmative votes) APPROPRIATION ADJUSTMENT NO. 2012-184 - Accepting a donation from Caribou Industries, Inc., funds of $1,500 in revenue account to increase the Police Department's Special Revenue Account. CITY COUNCIL MINUTES 7 JUNE 18, 2012 1 0A-7 SPECIFICATIONS - PURCHASE OF EQUIPMENT AND SERVICES MOTION: Award in accordance with Request for Council Action. (Items 22A through 22D) 22A SPEC. NO. 12-002 - REPLACEMENT OF POLICE PATROL SEDANS - Amend the contract with Wondries Fleet Group in an amount not to exceed $ 400,000 (Police Department) - Finance & Management Services 22B SPEC. NO. 11-016 - MANHOLE FRAMES AND COVERS - Renew the contract with Alhambra Foundry Co., LTD for a one-year period in an amount not to exceed $40,000 (Public Works Agency) - Finance & Management Services 22C SPEC. NO. 11-064 - UNLEADED FUEL AND OIL PRODUCTS - Renew the contract with Maxum West dba G.P. Resources for a one-year period in an annual amount not to exceed by $1,050,000 - Finance & Management Services 22D SPEC. NO. 12-044 - STREET SWEEPER BROOM REWRAP - Award a contract to West Coast Equipment, Inc. for a six-month period in an amount not to exceed $40,000 - Finance & Management Services PROJECTS/CHANGE ORDERS 23A CONTRACT AWARD WITH CALIFORNIA PROFESSIONAL ENGINEERING, INC. FOR TRAFFIC SIGNAL INSTALLATIONS (PROJECT NOS. 106704, 106705 AND 126763) - Public Works Agency MOTION: 1. Award a contract to California Professional Engineering, Inc., the lowest responsible bidder, in accordance with unit bid quantity prices in the amount of $443,499 for the installation of traffic signals at two intersections: Seventeenth/King Streets and Civic Center Drive/Pacific/Bristol Street Bike Lane Extension. 2. Approve a Funding Analysis with a total estimated construction cost of $554,300. CITY COUNCIL MINUTES 8 JUNE 18, 2012 1 0A-8 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 and/or actions as noted on the Request for Council Action report. (Item 25A through 25C and 25E through 251) 25A UPPER NEWPORT BAY TMDL COMPLIANCE (NON-GENERAL FUND) - Public Works Agency AGMT NO. 2012-134 - With the County of Orange to Fund Nutrient, Fecal Coliform and Toxics Total Maximum Daily Load Programs in the Newport Bay Watershed in an amount not to exceed $175,000--County Agreement No. D11-066. AGMT NO. 2012-135 - With the County of Orange for a reimbursement in an amount not to exceed $60,000--County Agreement No. D12-030. 25B AGMT NO. 2012-136 - AMENDMENT - STREET AND MEDIAN TREE MAINTENANCE - With West Coast Arborists, Inc. extending the current .agreement for three years through fiscal year 2014/2015, for a contract amount not to exceed $765,000 annually for the term of the agreement (Parks, Recreation & Community Services Agency) - Public Works Agency 25C AGMT NO. 2012-137 - IMPLEMENTATION OF EUCLID TRAFFIC SIGNAL SYNCHRONIZATION (PROJECT 126768) NON-GENERAL FUND - Coorperative Agreement with the City of Fullerton for 20 percent match in the amount of $29,900 - Public Works Agency 25D AMENDMENT - -STEP 2 ENVIRONMENTAL ANALYSIS FOR SANTA ANA-GARDEN GROVE FIXED GUIDEWAY PROJECT (PROJECT 126766) NON-GENERAL FUND Councilmember Sarmiento asked staff to clarify amendment request. Interim City Engineer Souri Amirani noted that funds advanced by OCTA. Noted that OCTA agreed to advance Step 3 money for additional work required in Step 2. Step 1 was study, that has been completed. Step 2 is environmental documents, which is current phase. Step 3 will be project development. City Council had previous approved amendment for addition of IOS. Councilmember Sarmiento concerned that amendment required because subcontractor not able to perform and/or meet timeline. Requested that staff oversee contract. CITY COUNCIL MINUTES JUNE 18, 2012 1 0A-9 Mayor Pulido noted that amendment amount is less than OCTA approved. Project ahead of schedule. Mayor Pro Tern Alvarez asked how long Cordoba was aware of subcontractor issue and what efforts made to mitigate problem in a timely manner. Interim City Engineer Amirani indicated that subcontractor under contract with Cordoba; amendment being requested due to additional FTA requirements. Mayor Pro Tern Alvarez requested staff assurance that additional funds would not be requested. City Attorney included language in contract on the matter. Mayor Pro Tern Alvarez will support motion with hesitation and representation by staff that no additional funds would be requested on Step 2. MOTION: Authorize the City Manager and Clerk of the Council to execute the following agreement, subject to non-substantive changes approved by the City Manager and City Attorney and/or actions as noted on the Request for Council Action report. AGMT NO. 2012-138 - With the Cordoba Corporation for a total amount not to exceed $332,491 - Public Works Agency MOTION: Bustamante SECOND: Tinajero VOTE: AYES: Alvarez, Bustamante, Pulido, Sarmiento, Tinajero (5) NOES: None (0) ABSTAIN: None (0) ABSENT: Benavides, Martinez (2) 25E AMENDMENT - GO LOCAL PROJECT MANAGEMENT OVERSIGHT (PROJECT NO. 092505) - Public Works Agency Continue consideration of matter to July 2, 2012 City Council Meeting with Cindy Krebs Consulting, Inc. to extend the term of the contract to December 31, 2012 in an amount of $75,000. 25F AGMT NO. 2012-139 - SENIOR MEALS PROGRAMS - With Community SeniorServ, Inc. an amount of $80,000 - Parks, Recreation & Community Services Agency and Community Development Agency CITY COUNCIL MINUTES 10 JUNE 18, 2012 1 0A-10 25G AGMT NO. 2012-140 - AMENDMENT - BILL PRINT AND PAYMENT SERVICES - With InfoSend, Inc. in an amount not to exceed $230,000 annually, during the term from February 29, 2012 through February 28, 2014 - Finance & Management Services 25H KIOSK AND PAYMENT PROCESSING SERVICES - Finance & Management Services • AGMT NO. 2012-141 - With LD Systems for the acquisition of a kiosk to be located at City Hall, to provide for 24 hour/7 days a week payment services for a five-year lease not to exceed $36,000, per year. • AGMT NO. 2012-142 - With CardFlex, Inc. for the processing of credit cards, and check payments in conjunction with a kiosk to be located at the entrance of City Hall, in an aggregate limit not to exceed $30,000, during a one-year agreement. 251 AGMT NO. 2012-143 - AMENDMENT - ANNUAL MAINTENANCE AND SUPPORT OF DESKOFFICERS ONLINE REPORTING SYSTEM - With Coplogic Inc., in an amount not to exceed $30,000 - Police Department MISCELLANEOUS - BUDGET 29A INSURANCE RENEWALS - Personnel Services Agency MOTION: 1. Approve the City's continued membership in the Big Independent Cities Excess Pool from July 1, 2012 to July 1, 2013 at an estimated premium cost not to exceed $1,460,000. 2. Approve the City's continued participation in the Public Entity Property Insurance Program from July 1, 2012 to July 1, 2013 at an estimated premium cost not to exceed $415,000. 3. Approve the City's continued participation in the California State Association of Counties - Excess Insurance Authority's Crime Bond Program from July 1, 2012 to July 1, 2013 at an estimated premium cost not to exceed $11,500. CITY COUNCIL MINUTES 11 JUNE 18, 2012 1 0A-11 LAND USE MATTERS DEEDS - TRANSFER OF PROPERTY 30A QUITCLAIM OF STORM DRAIN EASEMENT AT 1500 SOUTH AUTO MALL DRIVE TO PENSKE AUTOMOTIVE GROUP - Public Works Agency MOTION: Authorize the City Manager and Clerk of the Council to execute a quitclaim deed relinquishing the City's interest in a storm drain easement at 1500 South Auto Mall Drive to Penske Automotive Group Santa Ana B1, Inc., a Delaware Corporation. **END OF CONSENT CALENDAR** BUSINESS CALENDAR ITEMS ORDINANCES/FIRST READING 50A ORDINANCE AMENDING THE SANTA ANA MUNICIPAL CODE REGULATING THE TESTING OF WATER METERS AND ADJUSTMENT OF BILLS - Public Works Agency Mayor Pro Tern Alvarez asked the City Manager to continue consideration of matter for 2 weeks to consider alternative and have incremental increases instead of going from $5 to $96. MOTION: Continue consideration of matter to the July 2, 2012 City Council Meeting. MOTION: Alvarez SECOND: Sarmiento VOTE: AYES: Alvarez, Bustamante, Pulido, Sarmiento, Tinajero (5) NOES: None (0) ABSTAIN: None (0) ABSENT: Benavides, Martinez (2) CITY COUNCIL MINUTES 12 JUNE 18, 2012 1 0A-12 RESOLUTIONS 55A CONSOLIDATION WITH THE COUNTY OF ORANGE ON THE NOVEMBER 6, 2012 GENERAL MUNICIPAL ELECTION - Clerk of the Council Office MOTION: Adopt resolutions. • RESOLUTION NO. 2012-023 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA CALLING FOR AND GIVING NOTICE OF A GENERAL MUNICIPAL ELECTION TO BE HELD IN THE CITY OF SANTA ANA ON NOVEMBER 6, 2012 FOR THE ELECTION OF CERTAIN OFFICERS, AND REQUESTING THE BOARD OF SUPERVISORS OF ORANGE COUNTY TO CONSOLIDATE THE GENERAL MUNICIPAL ELECTION WITH THE STATE'S GENERAL ELECTION • RESOLUTION NO. 2012-024 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA ESTABLISHING A SYSTEM FOR CANDIDATES WHOSE STATEMENTS ARE SUBMITTED TO THE ELECTORATE IN THE 2012 GENERAL ELECTION TO PAY THE PRO RATA SHARE OF THE COST OF INCLUSION OF THEIR STATEMENT IN VOTER PAMPHLETS MOTION: Alvarez SECOND: Sarmiento VOTE: AYES: Alvarez, Bustamante, Pulido, Sarmiento, Tinajero (5) NOES: None (0) ABSTAIN: None (0) ABSENT: Benavides, Martinez (2) 55B RESOLUTION AMENDING THE CITY COUNCIL MEETING START TIME AND REPEALING RESOLUTION NO. 2011-063 - Clerk of the Council Office Councilmember Sarmiento asked for clarification on proposed start time of Open Session from 6:00 p.m. to 5:30 p.m. Concerned that change would confuse public. Requested reconsideration of proposed change. Mayor Pro Tern Alvarez suggested friendly amendment to 5:45 p.m. Maker of the motion accepted. CITY COUNCIL MINUTES 13 JUNE 18, 2012 1 0A-13 Mayor Pulido indicated that earlier start time will better serve the youth that often attend meetings. Councilmember Tinajero echoed comments. MOTION: Adopt a resolution setting start time of Open Session Meetings to 5:45 p.m. RESOLUTION NO. 2012-025 -A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING THE CITY COUNCIL RULES AND PROCEDURES TO CHANGE THE START TIME FOR THE CITY COUNCIL MEETING OPEN SESSION AND REPEALING RESOLUTION NO. 2011-063 MOTION: Bustamante SECOND: Tinajero VOTE: AYES: Alvarez, Bustamante, Pulido, Tinajero (4) NOES: Sarmiento (1) ABSTAIN: None (0) ABSENT: Benavides, Martinez (2) 55C RESOLUTION PROPOSING AN AMENDMENT TO CLASSIFICATION AND COMPENSATION PLAN AND ANNUAL BUDGET TO ADD ONE SENIOR LIBRARIAN POSITION - Parks, Recreation & Community Services Agency MOTION: Adopt a resolution. RESOLUTION NO. 2012-026 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA TO AMEND THE CURRENT ANNUAL BUDGET TO ADD ONE GRANT FUNDED SENIOR LIBRARIAN POSITION IN THE SANTA ANA PUBLIC LIBRARY MOTION: Alvarez VOTE: AYES: NOES: ABSTAIN: ABSENT: SECOND: Bustamante Alvarez, Bustamante, Tinajero (5) Pulido, Sarmiento, None (0) None (0) Benavides, Martinez (2) CITY COUNCIL MINUTES 14 JUNE 18, 2012 1 0A-14 55D RESOLUTION TO ADOPT AN ANNUAL STATEMENT OF INVESTMENT POLICY - Finance & Management Services MOTION: 1. Adopt a resolution. RESOLUTION NO. 2012-027 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING THE CITY'S STATEMENT OF INVESTMENT POLICY 2. Receive and file the Annual Statement of Investment Policy. MOTION: Sarmiento VOTE: AYES: SECOND: Alvarez Alvarez, Bustamante, Pulido, Sarmiento, Tinajero (5) NOES: None (0) ABSTAIN: None (0) ABSENT: Benavides, Martinez (2) 55E AMENDMENT TO RESOLUTION TO PROVIDE CONTINUATION OF PARTIALLY-PAID TEMPORARY MILITARY LEAVE OF ABSENCE FOR CITY EMPLOYEES CALLED TO ACTIVE DUTY - Personnel Services Agency MOTION: Adopt a resolution. RESOLUTION NO. 2012-028 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING RESOLUTION NO. 2001-065 TO PROVIDE FOR CONTINUATION OF ADDITIONAL PARTIALLY-PAID TEMPORARY MILITARY LEAVE OF ABSENCE FOR CITY EMPLOYEES CALLED TO ACTIVE DUTY WITH THE ARMED FORCES AND CONTINUATION OF BENEFITS FOR THEIR DEPENDENTS MOTION: Alvarez VOTE: AYES: NOES: SECOND: Sarmiento Alvarez, Bustamante, Tinajero (5) Pulido, Sarmiento, None (0) CITY COUNCIL MINUTES 15 JUNE 18, 2012 1 0A-15 ABSTAIN: None (0) ABSENT: Benavides, Martinez (2) 55F RESOLUTION ESTABLISHING THE APPROPRIATION LIMIT OF THE CITY OF SANTA ANA FOR FY 2012-13 (GANN LIMIT) - Finance & Management Services MOTION: Adopt a resolution. RESOLUTION NO. 2012-029 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA ESTABLISHING THE APPROPRIATION LIMIT OF THE CITY OF SANTA ANA FOR FISCAL YEAR 2012-2013 MOTION: Sarmiento VOTE: AYES: SECOND: Alvarez Alvarez, Bustamante, Pulido, Sarmiento, Tinajero (5) NOES: None (0) ABSTAIN: None (0) ABSENT: Benavides, Martinez (2) Mayor Pro Tem Alvarez left the meeting at 7:15 p.m. and did not return to the meeting. CITY COUNCIL MINUTES 16 JUNE 18, 2012 1 0A-16 WORK STUDY SESSION WSA TRANSIT VISION - Public Works Agency Mayor Pulido made presentation. SANTA ANA - GARDEN GROVE FIXED GUIDEWAY UPDATE FIXED GUIDEWAY: Project Background TRANSIT VISION ELEMENTS: 1. Transit Zoning Code - Supports long-term development of successful transit program 2. Adopted June 2010 3. Station District - Provides for transit-oriented development (TOD) 4. Under construction 5. SARTC Master Plan - Received planning grant to develop mixed use "Transit Village" 6. Completed June 2011 7. Santa Ana Blvd. Grade Separation - Facilitates future expansion of Fixed Guideway east from SARTC 8. Conducted over 40 community meetings and extensive outreach to coordinate various projects CITY COUNCIL MINUTES 17 JUNE 18, 2012 1 0A-17 FIXED GUIDEWAY: Project Area ential,Future Conne EXtensiOD Coupe Future` ¢ Midtown taAo Mvloprmnt ' - .9?p Oalt C- €Fi ARTCF- Ym' F '°. ?r+ Dietrlct n St • S.A. has a population density of 1.5 times that of L.A. • S.A. is the 4th most densely populated City in the U.S. • G.G. is the 3rd most densely populated City in Orange County • 17,380 residents per square mile • SARTC average weekday visitor count is 2,995 • 48,500 jobs per square mile • City, County, State & Federal offices and courthouses • Served by 18 OCTA bus routes • 17.8% of households without a car • 13.8% of residents use public transit • Available corridor for Transit (PE ROW) FIXED GUIDEWAY: Streetcar Alternatives Santa Ana and Garden Grove City Councils scheduled to select a Locally Preferred Alternative in Fall 2012 To ARC Metrolink/ Amtrakto Los Angeles Gudm R"ww TM&4 ,T Santa Coa>"*n 6 8tafto Am vo co" ww-vtn $2 OCx1iSA ?" ? t>ownt6wrt ? yy?orvlet Cet cxma fk CarrawcW S RTC @ Gen Caro Chie aNp tm st z Ili'--- INITIAL OPERATING SEGMENT et ink! Amtrakto San Diego • Streetcar 1 (Green): SARTC / Santa Ana Blvd / PE ROW / 4th St • Streetcar 2 (Red): SARTC / Civic Center Dr / PE ROW / 5th St CITY COUNCIL MINUTES 18 JUNE 18, 2012 1 0A-18 FIXED GUIDEWAY: Initial Operating Segment (IOS) Alternatives Santa Ann come" W St ocHSa 1 y z Downtown Cim Center Dt. M r Conmordal y civic Slit St LECAND 1052o Pratrauct stop Swdy Area /Metrolink/ ¦ Amtrak to Los Angeles RTC ? DISttict tst St. Metrolink/ Amtrak to San Diego • IDS 1: SARTC / Santa Ana Blvd / Raitt / 4th St • IDS 2: SARTC / Civic Center Dr / Raitt / 5th St Regional Rail/Streetcar Connectivity: Potential Future Fixed Guideway Extension Metrol w Ball Rd Amt k t, ra co ?` Los Angeles Taft Ave Cerritos Ave - Anaheim Rapid The < Dl:neyland Connection (ARC) Honda m Resort Center to Karelia Ave Anaheim The Anaheim Platinum R¦sort Convention Trlangle Anaheim Center ¦ Stadium Orangewood Ave ¦ ¦ ¦m ¦ ia Hat¦l Chapman Ave -- Dhtri<t ¦ Lampoon Ave :- O ¦ L. Vet. Ave 1 J. W Garden Grove Blvd 4 ¦ ¦ Trask Av o ¦ len Grove ¦ - _,¦_ ¦ Santa Ana - Gard ti -. rove t¦u¦o¦ Gui„ _ y__17th_ _.___._.. ___ Pq T A R: a SdnTa a xe d Guideway/ ;College .. Wash g O A Ce ' n ' n C N Ilowick 0 C t SARre X Golf Course s " 0 - en er civic Downtow n l 3 nta A a BI d e tat m - z - D st Ict . _.___. tst _ _---- __._._._ _ - lvt Ink/ Amtrakm San Diego CITY COUNCIL MINUTES 19 JUNE 18, 2012 1 0A-19 • Potential future extension of the Fixed Guideway through Garden Grove with connection to Anaheim's ARC • Promotes economic development along Harbor Blvd. in Garden Grove • Connects Anaheim and Garden Grove to Civic Center and Downtown Santa Ana FIXED GUIDEWAY: Comparative Schedules Federal Funding Schedule Task 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 Step 1 Needs Assessment for Future Transit Step 2 Environmental Clearance Locally Preferred Alternative Selected Step 3 Preliminary Engineering Final Design/RovvNehicle Acquisition' _ Construction' System Testing Begin Operations Pending Funding Availability Local Funding Schedule Task 2006 2007 2066 2009 2010 2011 2012 2013 2014 2016 2016 2017 2016 2019 X2020 Surp 1 l i i t 11 rN#ds kasest - fo, FA.,* Tramt ' , ( 1 F E i St" 2 ( ? Env,ronrewnr?el Clow*-. Lo Iy pr#r#+r#d APWI tiv# SOOCW 3 E I 3 ' steps t prt #d Devaaa vn#r#' 4 y (. ? 1 ? # Construcion ? g Bsplrr OprraNOns ? 1 i t ? ? I I a l i ? ?.?? ? I? - incluaes preliminary engineering, Tlnal aeslgn, F<uvv ana venlcie Acquisition Fixed Guideway: Pending Key Decisions • Funding strategy (capital and O&M) • Appropriate lead agency for Project Development & Construction Phases • System Owner/Operator COMMENTS 90A CITY MANAGER'S COMMENTS - None 90B CITY COUNCILMEMBER COMMENTS CITY COUNCIL MINUTES 20 JUNE 18, 2012 1 OA-20 Councilmember Tinajero: • Requested that the meeting be adjourned in memory of Kenny Garcia who passed away at the young age of 42; accomplished actor, volunteer, and family man. He started the Actors Studio of Orange County, won the "Best Business" Award in Santa Ana, and volunteered for the "Make-A-Wish "Foundation. Councilmember Bustamante: • Invited all to attend the 2nd Annual Fourth of July event that will be held on July 1St at Centennial Park with festivities starting at 2:00 p.m. and fireworks show at 9:00 p.m.; event funded through donations and donors will be recognized at next City Council Meeting. Mayor Pulido: • Adjourn meeting in Memory of Kenny Garcia. ADJOURNED- 7:35 P.M. - The next meeting of the City Council is scheduled for Monday, July 2, 2012 at 5:00 p.m. for the Closed Session Meeting immediately followed by the Regular Open Business Meeting at 5:45 p.m. in the Council Chamber, 22 Civic Center Plaza, Santa Ana, California. Adjourned In Memory of Kenny Garcia Maria D. Huizar Clerk of the Council CITY COUNCIL MINUTES 21 JUNE 18, 2012 1 OA-21 1 OA-22 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JULY 2, 2012 TITLE: DESTRUCTION OF OBSOLETE CITY RECORDS 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 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 19C-2 7"Z 9? c" is ?`7 1 ", y+ rr-\ MEMORANDUM To: Laura Sheedy, Assistant City Attorney City Attorney's Office From: Mark Lawrence, Executive Assistant to the City Manager Date: July 1, 2012 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. 19C-3 CITY OF SANTA ANA OBSOLETE RECORDS DESTRUCTION SCHEDULE CITY MANAGER'S OFFICE 2012 RECORD RECORD RECORD EXPIRATION CATEGORY SERIES DESCRIPTION DATES Chronological Files Staff Memoranda and Correspondence July 1, 2010 and prior Correspondence/ July 1, 2010 Chronological Files Councilmember Self-explanatory and prior Council Requests Mayor Inquiries processed for Mayor July 1. 20,110 and prior Wards 1 through 6 Inquiries processed for Councilmembers July 1. 2010 and prior Correspondence General Correspondence Self-explanatory July 1, 2010 and prior Staff Inquiries processed for Staff July 1, 2010 and prior Monthly Status City Manager Self-explanatory July 1. 2010 Reports and prior Payroll Records Council/Staff Self-explanatory July 1, 2010 and prior July 1. 2010 Travel Folders Council/Staff Self-explanatory and prior APPROVE: Paul M. Wal ers Date Interim City Manager RECORDS DESTROYED: Volume in Cubic Feet Weight in Pounds CONSENT: Sonia R. Carvalho r Date City Attorney AUDITED BY: Mark Lawrence Date Exec. Assistant to the City Manager 19C-4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JULY 2, 2012 TITLE AUTHORIZATION TO APPLY FOR FEDERAL HIGHWAY SAFETY IMPROVEMENT PROGRAM GRANTS CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ? 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 to submit applications to the State of California Department of Transportation for federal funding for two projects under the Highway Safety Improvement Program. DISCUSSION The State of California Department of Transportation (Caltrans) issued a call for projects for the Highway Safety Improvement Program (HSIP) for federal Fiscal Year 2012/2013. HSIP is a federally funded program which provides design and construction funds for projects to improve traffic and pedestrian safety, such as traffic signals and signage upgrades. Staff is requesting authorization to submit two projects for HSIP funding (Exhibit 1). The selected project locations are the highest priority on the Fiscal Year 2011/2012 Traffic Signal Priority List ranking, which considers vehicular traffic volume, pedestrian activity, and collision history. Given the need for these improvements, HSIP grant funding is a great opportunity to construct the improvements and increase the safety of these intersections. The funding application submittal deadline is July 20, 2012. ENVIRONMENTAL IMPACT Environmental reviews will be conducted for those projects that receive funding and will be presented to the City Council when the construction contract is awarded. These types of projects typically qualify for Categorical Exemptions. 21A-1 Authorization to Apply for Federal Highway Safety Improvement Program Grants July 2, 2012 Page 2 FISCAL IMPACT The City will need to provide 10 percent matching funds, and the HSIP will provide 90 percent of the funding for any project that is approved. The City's 10 percent match for those projects receiving HSIP grant funds will be budgeted in a future Capital Improvement Program. APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Rabf Godi z II Executive irector Public Wor Agency RG/ZK Finance & Management Services Agency Exhibit: 1. Projects Recommended for Grant Application 2. Project Location Map: Newhope St and Camile St 3. Project Location Map: Bear St and Segerstrom Ave 21A-2 Highway Safety Improvement Program Projects Recommended For Grant Application FY 2012-2013 Location Improvement Cost Newhope Street and Camille Street Traffic signal modification & signage upgrade $330,000 Bear Street and Segerstrom Avenue Traffic signal modification & signage upgrade $210,000 Total $540,000 Exhibit 1 21A-3 21A-4 KEY: 0 Proposed Traffic Signal Location SANTA ANA TRAFFIC SIGNAL INSTALLATION P?J NEWHOPE ST AND CAMILLE ST PUBLIC". AGENCY Exhibit 2 21A-5 21A-6 KEY: 0 Proposed Traffic Signal Modification SANTA ANA TRAFFIC SIGNAL MODIFICATION P?? BEAR ST AND SEGERSTROM AVE PUBLIC WORKS AGENCY Exhibit 3 21A-7 21A-8 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: J U LY 2, 2012 CLERK OF COUNCIL USE ONLY: TITLE: APPROVED CONTRACT RENEWAL TO BRODART ? As Recommended COMPANY FOR LIBRARY ? As Amended ? Ordinance on 1st Reading CATALOGING AND PURCHASE OF ? Ordinance on 2nd Reading BOOKS AND MATERIALS ? Implementing Resolution (SPEC. NO. 06-167) ? Set Public Hearing For CONTINUED TO FILE NUMBER CITY MANAGER RECOMMENDED ACTION Renew the contract with Brodart Company for library cataloging and purchase of books and materials for a one-year period in the amount not to exceed $285,000. DISCUSSION The Library provides adult and youth programs to 133,160 card holders annually. Currently, state and federal grants through the Public Library Funds (PLF) program covers 50 percent of the purchase of books and materials. The remaining 50 percent -- along with costs for supplies, cataloging and processing -- is charged to the General Fund. Approximately 20,000 books and materials are purchased yearly, including a Spanish concentration of 25 percent. Brodart offers a wide selection of materials in children, young adult and general adult categories. Of the 20,278 items purchased last year, 8,591 were purchased for Adult Services, 9,629 for Youth Services, and 2,058 for Young Adult Services. Brodart supplies fiction, nonfiction, audio and video materials in English and Spanish. Brodart bar codes and catalogues all items in the Library database, facilitating prompt entry into circulation of materials delivered to the Library. On January 2, 2007, the City Council awarded a contract to Brodart for a one-year period with provision for four, one-year renewals. The vendor has performed satisfactorily during the past contract period and staff recommends the fourth renewal of the contract. FISCAL IMPACT Funds are available in the Public Library Grant (accounting uni & Support Services (accounting unit 01111190 62300); Library 01111150 66600); Library Youth Services (accounting unit Young Adult Services (accounting unit 01111180 66600). t 15211150 66600); Technology Adult Services (accounting unit 01111160 66600); and Library 22A-1 Contract Renewal for Library Cataloging and Purchase of Books and Materials July 2, 2012 Page 2 .a Gera do Mouet Executive Director Parks, Recreation and Community Services Agency EG APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez ?i Executive Director Finance and Management Services Agency 22A-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JULY 2, 2012 TITLE: CONTRACT RENEWAL WITH CHANDLER'S AIR CONDITIONING FOR HEATING, VENTILATION, AND AIR CONDITIONING MAINTENANCE AND REPAIRS (SPEC. NO. 08-077) CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ? As Recommended ? As Amended ? Ordinance on 151 Reading ? Ordinance on 2nd Reading ? Implementing Resolution ? Set Public Hearing For CONTINUED TO FILE NUMBER Renew the contract with Adelphia, Inc. d/b/a Chandler's Air Conditioning and Refrigeration for heating, ventilation, and air conditioning maintenance and repairs for a one-year period in an annual amount not to exceed $50,000. DISCUSSION The City maintains in excess of 30 buildings, including City Hall, the Corporate Yard, the Police Administration and Holding Facility, recreation and senior centers, libraries, and park facilities. Each agency throughout the City utilizes heating, ventilation, and air conditioning systems that require maintenance to ensure maximum efficiency and operational reliability. The contract provides service, maintenance, parts and unit replacement as required. On March 2, 2009, the City Council awarded a contract to Chandler's Air Conditioning and Refrigeration for a two-year period, with provisions for two one-year renewals. The vendor has performed satisfactorily during the past contract period and has agreed to renew without an increase in pricing. Staff is projecting a 30 percent decrease in expenditure in the upcoming year due to the contracting of fire services to Orange County Fire Authority. Staff recommends the final renewal of the contract. FISCAL IMPACT Funds are to be charged back to various departmental Maintenance & Repair of Buildings & Grounds (account no. 62320). APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gu lerrez Executive Director Finance and Management Services Agency SP 22B-1 22B-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JULY 2, 2012 TITLE: CONTRACT RENEWAL TO CERTIFIED TRANSPORTATION SERVICES FOR CHARTER BUS SERVICE (SPEC. NO. 08-046) CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ? As Recommended ? As Amended ? Ordinance on 1'? Reading ? Ordinance on 2nd Reading ? Implementing Resolution ? Set Public Hearing For_ CONTINUED TO FILE NUMBER Renew the contract with Certified Transportation Services, Inc. for charter bus service in an amount not to exceed $55,000. DISCUSSION The Parks, Recreations and Community Services Agency utilizes charter bus services for youth excursions, Zoo Camp excursions, and OCTA Senior Mobility Program transportation needs. Additionally, the Police Athletic and Activities League (PAAL) under the California Gang Reduction, Intervention and Prevention Program (CAL-GRIP) grant uses charter bus services for excursions throughout the school year, with an increase in use during an eight week summer program. On August 1, 2008, the City Council awarded a contract to Certified Transportation Services Inc. for a one-year period with provision for four, one-year renewals. Certified Transportation Services Inc., a Santa Ana vendor, has performed satisfactorily during the past contract period however the vendor has requested a 1.6 percent increase to cover the higher cost of fuel. Staff recommends the final renewal of the contract with the contract held at last year's amount of $55,000 based on usage this period. The annual amount is based upon past usage and staff's projection for the next year. 22C-1 Contract Renewal for Charter Bus Service July 2, 2012 Page 2 FISCAL IMPACT Funds are available in the Parks & Recreation OCTA Senior Mobility Program (accounting unit (16913202 62300), Youth Guidance (accounting unit 01113230-62300) and Police OCTP Grant OES Gang Prevention CALGRIP (accounting unit 15514412-62300). APPROVED AS TO FUNDS AND ACCOUNTS: -.11M ptt. Gerar o Mo t Execu ive Director Parks, Rec. & Comm. Svcs. Agency Paul -Walters Chief of Police Police Department KM X, I Francisco G rrez t -m `"~' j Executive Director Finance & Management Services Agency 22C-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JULY 2, 2012 TITLE: CONTRACT RENEWAL TO JFK TRANSPORTATION FOR TRANSPORTATION SERVICES FOR THE SENIOR CENTERS (SPEC. NO. 09-036) 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 CITY MANAGER RECOMMENDED ACTION Renew the contract with JFK Transportation Company to provide transportation services for the Senior Centers for a one-year period in an annual amount not to exceed $50,000. 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, home delivered and on-site meal programs. Additionally, PRCSA arranges daily transportation services between the homes of seniors and the City's Senior Centers, 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 Company for a one- year period, with provisions for four one-year renewals. JFK Transportation Company, a Santa Ana vendor, has performed satisfactorily during the past contract period; however the vendor has requested a 20 percent increase after maintaining their rates for three years. Higher costs for fuel and driver wages, including cost of living increases, have impacted the budget requiring this increase. The Bureau of Labor Statistics verifies transportation costs have increased 20 percent over the past three years. Staff recommends the third 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 (accounting unit 01113230-62300). (?' Irv Gerar o Mouet Execu ve Director Parks, Rec. & Comm. Svcs. Agency km APPROVED AS TO FUNDS AND ACCOUNTS: Francisco`G-utierrez f Executive Director Finance & Management Services Agency/,` 22D-1 22D-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JULY 2, 2012 TITLE: CONTRACT AWARD TO GALLS, LLC FOR BALLISTIC PLATES AND CARRIERS (SPEC NO. 12-042) CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ? As Recommended ? As Amended ? Ordinance on 1s`Reading ? Ordinance on 2"dReading ? Implementing Resolution ? Set Public Hearing For CONTINUED TO FILE NUMBER Award a contract to Galls, LLC for ballistic plates and plate carriers in an amount not to exceed $42,000. DISCUSSION The Santa Ana Police Department's Special Weapons and Tactics (SWAT) Team is responsible for investigating and arresting criminals who commonly arm themselves to evade capture. Ballistic plates offer SWAT operators additional protection from high powered weaponry. The added safeguard of ballistic plates enables survival of hits from weapons that "soft" body armor will not stop, increasing the SWAT operators level of confidence in an environment where there is potential to face a formidable opponent. Ballistic plates and plate carriers provide a rapid deployment option for operators to quickly add the plates to their daily body armor protection, should they be called to an active shooter incident. Santa Ana Ordinance No. NS-2312 authorizes the City to purchase against contracts from any public agency utilizing a competitive bid process. The County of Los Angeles' contract for the plates and the County of Kern for the plate carriers with Galls, LLC, were both awarded as a result of open, competitive bidding, and meets the City's requirements. FISCAL IMPACT Funds are available in the Criminal Activities D.O.J. (accounting unit 02614450 66400). Paul M. Walters Chief of Police Police Department APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez ?,- Executive Director Finance & Mgmt. Services Agency EG 22E-1 22E-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JULY 2, 2012 TITLE: CONTRACT AMENDMENT WITH RICOH AMERICAS CORPORATION FOR COPIER LEASE ALLOCATION OF FUNDS (SPEC. NO. 08-075) LL? CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ? As Recommended ? As Amended ? Ordinance on 151 Reading ? Ordinance on 2nd Reading ? Implementing Resolution ? Set Public Hearing For_ CONTINUED TO FILE NUMBER Amend the contract with Ricoh Americas Corporation to allocate funds for the remaining two years of the copier leases and maintenance services term, in an annual amount not to exceed $100,000. DISCUSSION The City of Santa Ana utilizes copiers and multi-functional office machines to provide faxing, scanning, copying and print functions throughout the organization to facilitate daily operations. In 2008 the City issued a Request for Proposal (RFP) to contract with two local copier vendors to offer competitive quotes for groups of new multi-functional office machines to be leased for three -year periods. Networking office machines has maximized production and facilitated the flow of invoices, department documents and reports between internal departments, as well as providing connections to vendors and customers. The combination features of faxing, scanning, and printing on the copier has eliminated the need to purchase separate office equipment. The final group of leases under this program expires on September 30, 2014. The City released a new RFP in June of this year for managed print services, with an anticipated award to a single vendor to manage the program through a "cost per click" charge on all copiers and printers. The anticipated contract will include copier and printer leases, maintenance, and toner cartridges and will be implemented as current leases expire. Under the existing contract with Ricoh Americas Corporation, the City is obligated to meet the full term of each current three- year lease, with the final group of copiers initiating a three-year lease on October 1, 2011. To cover monthly lease costs for the life of the current contracts, staff recommends allocation of funds through September 30, 2014. 22F-1 Contract Amendment for Copier Lease Allocation of Funds July 2, 2012 Page 2 FISCAL IMPACT Funds are available in the various departmental Miscellaneous Operating Expense accounts (no. 63001). APPROVED AS TO FUNDS AND ACCOUNTS: Fran isc errez Executive Director Finance and Management Services Agency d km 22F-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JULY 2, 2012 CLERK OF COUNCIL USE ONLY: TITLE: APPROVED CONTRACT AWARD FOR JEROME ? As Recommended PARK IMPROVEMENTS: (PROJECT ? As Amended NOS. 127527 127528 127529 127530 El Ordinance on 1St Reading ? Ordinance on 2"d Reading NON GENERAL FUND ? Implementing Resolution ? Set Public Hearing For_ CONTINUED TO FILE NUMBER CITY MANAGER RECOMMENDED ACTION 1. Award a contract to Excel Paving Company, Inc., the lowest responsible bidder, in accordance with the bid quantity prices in the amount of $738,173 for construction of the Jerome Park Improvements. 2. Approve a funding analysis with a total estimated construction cost of $958,613. DISCUSSION Jerome Park is located between McFadden and Monte Vista Avenues. Amenities include the Jerome Center, the Southwest Senior Center, a swimming pool, ball fields, handball courts, playground equipment, picnic areas, restrooms and walkways. The portion of the park south of Monte Vista Elementary and east of Center Street has experienced an increase in activities and is in need of improvements to better serve the community. The improvements include upgraded lighting, replacement of vinyl fencing, walkway repairs, slurry seal of the south parking lot, striping and signage, ADA curb ramps, and new ornamental fencing and gates along the City and School boundary line. The fencing improvements are per the City's joint use agreement with Santa Ana Unified School District. The Notice Inviting Bids was advertised on May 20 and 21, 2012, with outreach efforts made to 19 Santa Ana contractors. Bids were opened on June 6, 2012. A summary of the bid notices and bid results follows: Contractors requesting bidding documents: 25 Santa Ana contractors receiving notices: 19 Total bids received: 3 Bids received from Santa Ana contractors: 1 23A-1 Contract Award for Jerome Park Improvements July 2, 2012 Page 2 NAME OF RESPONSIVE BIDDER 1. Excel Paving Company, Inc. 2. United Paving, Inc. 3. Hondo Company, Inc. CITY BASE BID AMOUNT Long Beach $738,173.00 La Mirada $767,187.00 Santa Ana $783,382.00 A total of three bids were received and all were deemed responsive. The bid documents require the contractor to be selected based on the lowest base bid. The lowest base bid was submitted by Excel Paving Company, Inc. for $738,133. ENVIRONMENTAL IMPACT In accordance with the California Environmental Quality Act, the recommended action is exempt from further review. Categorical Exemption Environmental Review No. 2011-76 has been filed for this project. In addition, a Certification of Categorical Exemption and a Statutory Worksheet have been prepared in accordance with the National Environment Policy Act. FISCAL IMPACT The funding analysis shows a total estimated construction cost of $959,573 for the project (Exhibit 2). Funds are available in the Community Development Block Grant Fund (accounting unit 13518783-66220) APPROVED AS TO FUNDS AND ACCOUNTS: #A-Raul Godin II Executive ector Public Work Agency ?-X Y*GerarO Mouet Executivle Director Parks, Recreation, & Community Services Agency RG/KW Exhibits: 1. Project Location Map 2. Funding Analysis Francisco Gutier Executive Director Finance & Management Services Agency 11a"A '--? &a) Nancy T. E ards Interim Exe tive Director Community Development Agency 23A-2 1 1 V) 0 z 0 a 0 IF Ull MCFAD ................................................ EXHIBIT 1 SANTA ANA CONTRACT AWARD FOR JEROME PARK IMPROVEMENTS P W A AG Y p TE: (SECT N0.127527) SECURITY LK*frING _ CCA I I JULY 2 AT (PROJECT NO 127528) PARKING LOT PUBLIC VORKS AGENCY (PROJECT NO. 127530) AC WALKWAY (PROJECT NO. 127530) FENCING 1 i cn ; Q? 1 LL. PAGE 1 OF 1 23A-3 Exhibit 2 FUNDING ANALYSIS PROJECT NOS. 127527, 127528, 127529, 127530 JEROME PARK IMPROVEMENTS Construction Contract Contract Administration Inspection and Testing Survey Staking Contingencies TOTAL ESTIMATED CONSTRUCTION COSTS $ 738,173 $44,288 $54,360 $11,072 $110,720 $958,613 23A-4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JULY 2, 2012 TITLE: CONTINGENCY INCREASE WITH R.J. NOBLE COMPANY FOR RESIDENTIAL STREET REPAIR - PHASE 16 (PROJECT NO. 126753) NON GENERAL FUND :bLITY MANAGER 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_ 0 CONTINUED TO FILE NUMBER RECOMMENDED ACTION Increase the contingency for the contract with R.J. Noble Company for Residential Street Repair, Phase 16, by $500,000, and authorize the City Manager to execute change orders in an amount not to exceed the authorized contingency. DISCUSSION On March 5, 2012, the City Council awarded a contract to R.J. Noble Company in the estimated amount of $2,633,564 for Residential Street Repair, Phase 16. During construction and while removing the existing pavement, the contractor encountered areas where the street sections were thicker than expected as well as a wet and unstable sub-grade. To ensure the integrity of the new pavement, the excess water needs to be removed from the sub-grade. This process requires additional excavation, which is greater than the amount specified in the contract, and also strengthening the sub-grade with a cement-treated soil. Since the additional work was not included in the original contract amount, staff is requesting an additional contingency amount of $500,000 to pay for the work. FISCAL IMPACT The contingency increase is $500,000 for the project. Funds are available in the Community Development Block Grant Fund (accounting unit 13518783-66220). APPROVED AS TO FUNDS AND ACCOUNTS: Ra odinez Francisco Offif-erre4-V ,./,Y Executive Dire for Executive Director Public Works Agency Finance & Management Services Agency ,ft" uj(?( &Oatz?j Nancy E ards Interim E cutive Director Community Development Agency 23B-1 23B-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JULY 2, 2012 TITLE: AGREEMENT WITH MANAGEMENT PARTNERS, INCORPORATED FOR INTERIM MANAGEMENT ASSISTANCE SERVICES AND THE DEVELOPMENT OF A STRATEGIC PLAN C, 7 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 Clerk of the Council to execute an agreement with Management Partners, Incorporated for Interim Management Assistance services and the development of a strategic plan at a monthly amount not to exceed $20,000, subject to non-substantive changes approved by the City Manager and City Attorney. DISCUSSION The City of Santa Ana is seeking senior level management assistance to assist the City Council and the Executive Management Team to address a number of important public policy issues including: • Conducting strategic planning and visioning • Providing strategic direction for specific major initiatives • Providing analysis on policy matters and complex municipal issues • Facilitating teambuilding with the organization and with the City Council • Assisting in direction of development functions To complete this work, staff is recommending the services of Management Partners and specifically the staff assistance from Jan Perkins and Robyn Uptegraff. Jan has more than 30 years of Public Administration experience. She has previously served as the Assistant City Manager for Santa Ana and also served as the City Manager for the cities of Morgan Hill and Fremont. She has been a partner with Management Partners since 2005 and is well skilled in dealing with complex projects and is especially well trained in providing leadership and mentoring for organizational development and personnel growth. 25A-1 Agreement with Management Partners, Inc. For Interim Management Services July 2, 2012 Page 2 Robyn Uptegraff, Special Advisor, has extensive public sector experience in land use planning and regulation, environmental analysis, redevelopment, economic development and community outreach. Robyn served the City of Santa Ana for 22 years, including as Assistant City Manager. During her tenure in Santa Ana, she provided leadership in economic development and redevelopment programs and ensured the alignment of the City's development agencies. She also served as Executive Director of the Planning and Building Agency. Robyn served as senior vice president for Entitlement and Environmental Affairs for the Irvine Company for 11 years. The fee proposed for both Jan Perkins and Robyn Uptegraff will be for a monthly amount not to exceed $20,000. Hours and compensation will vary based on the needs of the City Council as well as the organization. The contract period and the work hours billed will be based on need. The City or Management Partners may terminate the contract with a 30 day notice. FISCAL IMPACT Funds for the project are available in the current fiscal year and 2011-12 fiscal year non- departmental contract services account (No. 01105015-62300) and the City Manager Office contract services account (No. 01103010-62300). APPROVED AS TO FUNDS AND ACCOUNTS: Francisco utierrez Executive Director Finance & Management Services Agency 25A-2 AGREEMENT FOR PROVISION OF MANAGEMENT CONSULTANT SERVICES THIS AGREEMENT, made and entered into this 2"d day of July, 2012 by and between Management Partners Incorporated, a California 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 City desires to retain a consultant having special skill and knowledge in the field of public sector management consulting services. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall provide direction and coordination of development projects while the City recruits for a permanent director of development. Additionally, Consultant will provide strategic planning, policy analysis and team building services, as set forth in Consultant's Proposal dated June 26, 2012, attached as Exhibit A to this Agreement, and incorporated by reference 2. REPRESENTATIVES For purposes of implementing this Agreement, the representative of City shall be the City Manager, or his designated representative, and the representative of the Consultant shall be Jan Perkins or her designated representative. Except as may be otherwise stated herein, such representatives shall have the authority to act on behalf of their respective parties in carrying out the terms of this Agreement. 3. DELIVERY OF WORK PRODUCT - OWNERSHIP Consultant warrants and represents that it has the absolute right to enter into and perform this Agreement and will perform its obligations hereunder in accordance with standards and practices prevailing in the industry. Consultant's contribution to City projects, including works to be produced by Consultant hereunder, will not infringe or misappropriate the proprietary or personal rights of any third person or party. Consultant shall deliver to City any work product which results from the services provided. Said work product shall be submitted in hard copy and produced in a form compatible with City's information systems, as agreed between the Project Manager and Consultant. 25A-3 4. COMPENSATION a. City agrees to pay, and Consultant agrees to accept payment based on the hourly rates set forth in Exhibit A, with a not to exceed sum of $20,000 per month during the term of this Agreement. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Each monthly invoice shall list milestones delivered and/or activities completed in the previous month, and the payment due therefore. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 5. TERM This Agreement shall commence on the date first written above and terminate on June 30, 2013, unless terminated earlier in accordance with Section 14, below. 6. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 7. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Due to the nature of services provided Commercial General Liability Insurance is not required. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $2,000,000 combined single limit. 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, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. 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 Consultant pursuant to this section: 25A-4 (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (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 Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligence, recklessness or willful misconduct of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the negligence, recklessness or willful misconduct of Consultant arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 9. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 25A-5 10. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 11. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by facsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714-647-6956 With courtesy copies to: City Manager City of Santa Ana 20 Civic Center Plaza (M-31) P.O. Box 1988 Santa Ana, California 92702 Fax 714-647-6954 To Consultant: Management Partners, Inc. Ms. Jan Perkins 3152 Redhill Avenue, Suite 210 Costa Mesa, California 92626 Fax 408-453-6191 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 facsimile, 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. 12. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement 25A-6 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. 13. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 14. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. However, any use of unfinished work product shall be at City's sole risk. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 15. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 16. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 17. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 25A-7 18. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this 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. This Agreement may be executed and delivered in any number of counterparts, each of which, when executed and delivered shall be deemed an original and all of which together shall constitute the same agreement. Facsimile signatures will be permitted. c. 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. d. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Laura Sheedy Assistant City Attorney CITY OF SANTA ANA PAUL M. WALTERS City Manager MANAGEMENT PARTNERS GERALD E. NEWFARMER President and CEO 25A-8 EXHIBIT A CONSULTANT'S PROPOSAL June 26, 2012 25A-9 Management >^. Partners June 26, 2012 Mr. Paul Walters City Manager City of Santa Ana 20 Civic Center Plaza, P Floor Santa Ana, CA 92702 Dear Mr. Walters; Management Partners appreciates the opportunity to submit this proposal to extend our contract for management consulting services to the City of Santa Ana. Over the past year, we have provided a variety of management assistance to the City Manager and organization. We understand that the City has a need for assistance for several months with management coordination and direction for its development functions while the City recruits for a Deputy City Manager for development. Additionally, the City is interested in expert guidance for its priority setting and multi-year strategic planning process, facilitation for team building and consulting on other management issues as needs arise. Our Team Members Management Partners has consultants with direct experience in local government in virtually all disciplines. Depending on the City's needs, we will provide consulting expertise in the full range of City services. A complete list of Management Partners consultants is available at y?ww,managementpartners.com. The two lead consultants on this engagement will be Special Advisor Robyn Uptegraff and Senior Partner Jan Perkins. Robyn will provide advice and expertise on economic development, land use planning, development processes, public works, neighborhood improvement and related functions. Jan will be the lead consultant for the City's priority setting and strategic planning process. She and other Management Partners team members will be available to assist the City Manager as needed with other projects, facilitate team building, and provide advice on complex issues. We have provided short bios for Robyn and Jan below. 1730 MADISON ROAD • CINCINNATI, OH 45206 • 513 8615400 • FAX 513 8613480 MANAGEMENTPARTNERS.COM 2107 NORTH FIRST STREET, SUITE 470 • SAN JOSE, CALIFORNIA 95131 • 408 437 5400 • FAX 408 453 6191 3152 RED HILL AVENUE, SUITE 210 • COSTA MESA, CALIFORNIA 92626 • 949-2221082 • FAX 408 453 6191 25A-10 Mr. Paul Walters Page 2 Robyn Uptegraff, Special Advisor, has extensive public sector experience in land use planning and regulation, environmental analysis, redevelopment, economic development and community outreach, as well as strategic management, organizational development and team building. Robyn served the City of Santa Ana for 22 years, with increasing responsibility, including as assistant city manager. During her tenure in Santa Ana, she provided leadership in economic development and redevelopment programs and ensured the alignment of the City's development agencies. She also served as executive director of the Planning and Building Agency for 11 years. Robyn conceived and led implementation of Santa Ana's Total Quality Management initiative which provided a platform for process improvement and team building throughout the organization. In addition to her public sector experience, Robyn served as senior vice president for Entitlement and Environmental Affairs for the nation's largest privately-held real estate company. Her 11 years of experience in this capacity working with public agencies provides valuable insight about public sector operations. Jan Perkins, Senior Partner, has 30 years of management experience in local government. Before joining Management Partners in 2005 she served in several California and Michigan jurisdictions. Jan served as city manager of Fremont and Morgan Hill. She also served as assistant city manager in the cities of Santa Ana, California; Grand Rapids, Michigan; and Adrian, Michigan. She provides assistance to government leaders in organizational analysis, leadership development and executive coaching, strategic planning, team building, budget policy development and governing body/staff effectiveness. Jan has authored a number of articles, including "Hiring 2.0: 23 Creative Ways to Recruit and Keep Great Staff," which appeared in the January/February 2011 issue of Public Management magazine; "Successful Leadership," March 2005, Public Management magazine; and "The Value of Going Back to the Basics," co- authored with former Fremont Mayor Gus Morrison, June 2005, Western City magazine. Jan is an ICMA Credentialed Manager. Among the clients that Jan has assisted are the cities of Rio Rancho and Santa Fe, New Mexico; Las Vegas and North Las Vegas, Nevada; the California cities of Santa Ana, Newport Beach, Stockton, Vallejo, Laguna Beach, Burbank, Pasadena, Glendale, Palo Alto, San Jose, Concord, Laguna Hills, Livermore, Garden Grove, Huntington Beach, Long Beach, Orange, Santa Cruz, Sunnyvale, Novato, and Rancho Cordova; the counties of Alameda, Orange, Monterey, Marin, Riverside, Santa Clara, San Mateo and Ventura; the Alameda County City Managers' Association; the Southern California Association of Governments; the Santa Barbara County Association of Governments; the Sacramento Area Council of Governments; the Orange County Cemetery District, the Contra Costa Transportation Authority; and the Alameda County Congestion Management Agency. J 25A-11 Mr. Paul Walters Fee Proposal Page 3 We are anticipating that Robyn Uptegraff will provide development-related management assistance approximately 16-20 hours a week, depending on the needs of the City. The assistance that Jan Perkins or other Management Partners team members will provide will be on a project-by-project basis and will vary, depending on the City's needs. We will bill on the basis of hours worked, plus travel expenses. We are proposing a not-to-exceed monthly fee of $20,000 to be charged according to the rates shown below. The number of hours is likely to fluctuate by month, depending on the needs of the City of Santa Ana. The contract may be extended by mutual agreement of the City and Management Partners. Position Hourly Rate Senior Partner $195' Partner $175* Special Advisor $150' Mana ement Analyst $ 75 Reflects a reduction front our regular hourly rates. Conclusion We would be pleased to continue assisting the City of Santa Ana with this important work. Please feel free to contact either Jan Perkins (949-202-8870) or me if you have any questions about this proposal. Sincerely, Z_W44t?? Gerald E. Newfarmer President and CEO Accepted for the City of Santa Ana by: Name: Title: Date: J 25A-12 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JULY 2, 2012 TITLE: AGREEMENT FOR STATE GOVERNMENT LIAISON SERVICES WITH TOWNSEND PUBLIC AFFAIRS CITY M NAG R RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ? As Recommended ? As Amended ? Ordinance on 1s` Reading ? Ordinance on 2n' Reading ? Implementing Resolution ? Set Public Hearing For_ CONTINUED TO FILE NUMBER Direct the City Attorney to prepare and authorize the City Manager and Clerk of the Council to amend the agreement for government liaison services with Townsend Public Affairs for an annual amount not to exceed $50,000. DISCUSSION Townsend Public Affairs has served as the City's representative in Sacramento for 12 years. Services in the scope of work include the review and monitoring of state legislation that could affect the City, identifying funding opportunities such as grants and earmarks, and working with state agencies regarding regulations and policies affecting local governments. Townsend Public Affairs represented Santa Ana's interests in Sacramento this past year on issues regarding the protection of local government revenues, the state budget, state enterprise zone program, redevelopment agencies, and water-related issues such as the Diamond Park water matter where State monies were secured to transfer to agency. In addition, they worked to pursue Proposition 84 monies; the City received $5 million for the Roosevelt Elementary Park. FISCAL IMPACT Funds are available in the Public Works Administrative Services account (no. 10117601-62300) and General Fund Legislative Affairs (no. 01104012-62300). APPROVED AS TO FUNDS AND ACCOUNTS: RauT God Executive Public We rector Agency Francisco Gutierrez Executive Director Finance & Mgmt. Services Agency 25B-1 25B-2 CONSULTANT AGREEMENT THIS AGREEMENT, made and entered into this 2nd day of July, 2012 by and between Townsend Public Affairs, Inc., a California 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 City desires to retain a consultant having special skill and knowledge in the field of government lobbying. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform lobbying services on behalf of the City, as set forth in Exhibit A, attached hereto and incorporated by reference. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, $4,166 per month, including expenses. The total sum to be expended under this Agreement shall not exceed $50,000 during the term of this Agreement. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on July 1, 2012 and terminate on June 30, 2013, unless terminated earlier in accordance with Section 12, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be 25B-3 provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. b. Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. C. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (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. 6. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 7. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential 2 25B-4 information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 8. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 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 Santa Ana, CA 92702-1988 telefacsimile 714-647-6956 With courtesy copy to: 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 Consultant: Townsend Public Affairs, Inc. 2699 White Road, Suite 251 Irvine, CA 92614 Telefacsimile 949-476-8215 Attn: Christopher Townsend 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. 3 25B-5 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 12. TERMINATION This Agreement may be terminated by either party upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. 13. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 15. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by 4 25B-6 the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 16. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: By: Laura Sheedy Assistant City Attorney PAUL M. WALTERS City Manager TOWNSEND PUBLIC AFFAIRS, INC. CHRISTOPHER TOWNSEND President Tax ID# 25B-7 EXHIBIT A OBLIGATIONS OF TOWNSEND PUBLIC AFFAIRS. INC. A. Townsend Public Affairs will represent the City of Santa Ana in Sacramento. B. The Consultant will confer with the City Manager and such other City personnel as the City Manager may designate at times and places mutually agreed to by the City and Consultant on all organizational planning and program activity which has a bearing on the ability of thc; City to make the best use of state programs. C. Consultant will review state proposals, legislation under consideration, proposed and adopted administrative rules and regulations and other Sacramento developments for the purpose of advising the City of those items which may have a bearing on City policy or programs. D. Consultant will secure and furnish such detailed information as may be available on state issues in which the City indicates an interest. E. As requested by the City, Consultant will review and comment on legislative proposals and grant applications of the City which are being prepared for submission to state agencies. F. Consultant will maintain liaison with the City's state legislative delegation and other appropriate state legislators, including the Governor and legislative leadership, and will assist the delegation in any matter which the City determines to be in its best interest in the same manner as any other member of the City's administrative staff might render assistance. G. Consultant will counsel with the City regarding appearance by City personnel before legislative committees and administrative agencies and will arrange for appointments and accommodations for City personnel as necessary. H. Consultant will contact state agencies on the City's behalf when City applications are under consideration by such agencies, facilitate provision of additional information from the City, resolve potential concerns, provide guidance to the City, and otherwise take whatever steps appear to be necessary to obtain the most favorable consideration of such applications. 1. Consultant will support City efforts related to federal appropriations and other initiatives requiring outreach to local and regional agencies. 6 25B-8 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JULY 2, 2012 TITLE: AGREEMENT FOR FEDERAL GOVERNMENT LIAISON SERVICES WITH THE FERGUSON GROUP OF WASHINGTON, D.C. v CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ? As Recommended ? As Amended ? Ordinance on 1" Reading ? Ordinance on 2nd Reading ? Implementing Resolution ? Set Public Hearing For_ CONTINUED TO FILE NUMBER Direct the City Attorney to prepare and authorize the City Manager and Clerk of the Council to execute an agreement for government liaison services with the Ferguson Group for an annual amount not to exceed $75,000. DISCUSSION The Ferguson Group has served as the City's representative in Washington, D.C. since 1987. The service includes the review and monitoring of federal executive proposals and legislation, as well as administrative rules and regulations that may affect the City. The Ferguson Group also assists the City in identifying funding opportunities and grant applications and other special programs for which the City may qualify. In the past year, Ferguson Group secured congressional support on grant applications submitted to the U.S. Department of Labor for a Workforce Innovation Grant and a 1-11- B Bridge to Engineering Grant; the latter was awarded $5 million over five years. The Ferguson Group continues to advocate for City priorities which have Ana-Garden Grove Fixed Guideway System; Bristol Street Multimodal Activities/One Stop Job Training Centers, and Obesity Prevention activities. included: The Santa Corridor; Job Training 25C-1 Ferguson Agreement July 2, 2012 Page 2 FISCAL IMPACT Funds are available in the Public Works Administrative Services account (no. 10117601-62300) and General Fund Legislative Affairs (no. 01104012-62300). APPROVED AS TO FUNDS AND ACCOUNTS: "Raul wG d Executive Public We Agency Francisco Gutierrez Executive Director Finance & Mgmt. Services Agency 25C-2 CONSULTANT AGREEMENT THIS AGREEMENT made and entered into this 2°d day of July, 2012 by and between The Ferguson Group, L.L.C. (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 City desires to retain a consultant having special skill and knowledge in the field of providing government liaison services. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall provide government liaison and lobbying services to the City, as set forth in Exhibit A to this Agreement. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept, compensation at the rate of Six-Thousand, Two-hundred, Fifty dollars ($6,250.00) per month for time spent by Consultant in the performance of this Agreement. The total amount payable under this Agreement shall not exceed Seventy-Five Thousand Dollars ($75,000.00) during the term of this Agreement. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. 3. TERM This Agreement shall commence on July 1, 2012 and terminate on June 30, 2013, unless terminated earlier in accordance with Section 11, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. 1 25C-3 Any and all of Consultant's personnel shall be employees or subcontractors of Consultant and not employees of City. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from and against any and all damages to property or injuries to or death of any person or persons, including property and employees or agents of City, and shall defend, indemnify and save harmless City, its officers and employees, from any and all claims, demands, suits, actions or proceedings of any kind or nature, including, but not by way of limitation, workers' compensation claims resulting from or arising out of the negligent or wrongful acts, errors or omissions of Consultant, its employees or subcontractors. 6. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. CONFLICT OF INTEREST CLAUSE City acknowledges that Consultant may represent other clients in Washington D. C. during the term of this Agreement. If a potential conflict of interest arises due to this representation, Consultant shall notify the City, in writing, immediately and provide the name and address of each client under contract. 8. REPRESENTATIVES AND NOTICE The City Manager shall be the representative of City for purposes of this Agreement and may execute all consents, approvals, directives, or agreements on behalf of City called for by this Agreement except as otherwise expressly provided in this Agreement. Notice and written communications sent by one party to the other shall be personally delivered or sent by U.S. mail, postage prepaid, to the following addresses: To City: City Manager/Council Support Office 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 2 25C-4 Telefacsimile 714-647-6954 To Consultant: The Ferguson Group, L.L.C. 1130 Connecticut Avenue, N.W., Suite 300 Washington, D.C. 20036 Telefacsimile 202-331-1598 9. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant 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 Consultant shall not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City; provided, however, that claims for money due or to become due from City under this Agreement may be assigned to a bank, trust company or other financial institution, or to a trustee in bankruptcy, without such approval. Notice of such assignment or transfer shall be promptly furnished to City. 11. TERMINATION This Agreement may be terminated at any time by mutual agreement of the parties hereto or by thirty (30) days written notice by either party to the other. 12. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 3 25C-5 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: By: Laura Sheedy Assistant City Attorney CITY OF SANTA ANA PAUL M. WALTERS City Manager THE FERGUSON GROUP, L.L.C. WILLIAM FERGUSON, JR. Chief Executive Officer 4 25C-6 EXHIBIT A OBLIGATIONS OF THE FERGUSON GROUP, L.L.C. A. The Ferguson Group will act as a Washington Representative to the City in Washington, D. C. B. The Consultant will confer with the City Manager and such other City personnel as he may designate at the times and places mutually agreed to by the City and the Consultant on all organizational planning and program activity which has a bearing on the ability of the City to utilize federal programs. C. Consultant shall serve as lead advocate on City issues if the City contracts for the services of other Washington representatives. The Ferguson Group shall coordinate such other services. D. Consultant will review federal executive proposals, legislation under consideration, proposed and adopted administrative rules and regulations, and other Washington developments for the purpose of advising the City on those items which may have a bearing on City policy or programs. E. Consultant will secure and furnish such detailed information as may be available on federal issues in which the City indicates an interest. F. At the request of the City Manager, Consultant will review and comment on proposals of the City which are being prepared for submission to federal agencies. G. Consultant will maintain liaison with the City's Congressional delegation and will assist the delegation in any matter which the City determines to be in its best interest in the same manner as any other member of the City's administrative staff might render assistance. H. Consultant will counsel with the City regarding appearance by City personnel before Congressional committees and administrative agencies and will arrange for appointments and accommodations for City personnel as necessary. Consultant will contact federal agencies on the City's behalf when City applications are under consideration by such agencies and otherwise take whatever steps appear to be necessary to obtain the most favorable consideration of such applications. In fulfilling responsibilities under this Agreement, the Consultant will act in the name of the City of Santa Ana and with the title Washington Representative to the City Manager. 5 25C-7 25C-8 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: July 2, 2012 TITLE: AGREEMENT WITH PHOENIX GROUP INFORMATION SYSTEMS TO PROVIDE AUTOMATED PARKING CITATION PROCESSING SYSTEM CITY 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 Authorize the City Manager and Clerk of the Council to execute a 4th Amendment, six-month extension, to the consultant agreement with Phoenix Group Information Systems, subject to non- substantive changes approved by the City Manager and City Attorney, to provide an automated parking citation processing system, in an amount not to exceed $100,000. DISCUSSION Since 2004, Phoenix Group Information Systems has provided a satisfactory automated parking citation processing system for the Police Department. The Police Department exclusively utilizes a "hard copy" system for issuing and processing parking citations and Phoenix Group Information Systems streamlines and expedites the issuance and processing of "hard copy" parking citations. In 2008, The Police Department sent out a Request for Proposal for an automated parking citation processing system. Two vendors responded to the RFP, Phoenix Group Information Systems and Turbo Data Systems Ink., and it was determined that Phoenix Group Information Systems performed satisfactorily and the charges for their services were 20% less per citation compared to Turbo Data Systems Ink.. FISCAL IMPACT Funds in the amount of $100,000.00 are available in the Police Department, Traffic Division Fund (account no. 01114405 62300), Public Works - Roadway Cleaning Fund (account no. 06817641 62300, and CDA - Parking Meter Fund (account no. 02718860 62300). 25D-1 Automated Parking Citation Processing July 2, 2012 Page 2 APPROVED AS TO FUNDS AND ACCOUNTS: Paul M. Walters Chief of Police Police Department -Raul Go z Executive irector Public W s Agency Nancy Ed rds Interim Executive Director Community Development Agency Francisco Gutierrez Executive Director Finance & Mgmt. Services Agency 25D-2 FOURTH AMENDMENT TO CONSULTANT AGREEMENT THIS FOURTH AMENDMENT TO AGREEMENT is entered into this 30th day of June, 2012, by and between Phoenix Group Information Systems, a California 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. City and Consultant entered into Agreement #A-2008-333, dated December 1, 2008, for the processing of parking citations and collection of parking penalties (hereinafter "said Agreement"). B. City and Consultant entered into First Amendment to Agreement #A-2009-210, dated December 21, 2009, to extend the term for an additional one-year period and increase compensation to pay for services provided during the extended term. C. City and Consultant entered into Second Amendment to Agreement #A-2010-242, dated December 7, 2010, to extend the term for an additional one-year period and increase compensation, at a lesser amount than that originally set forth in said Agreement, to pay for services provided during the extended term. D. City and Consultant entered into Third Amendment to Agreement #A-2011-257, dated December 5, 2011, to extend the term for an additional six-month period and increase compensation to pay for services provided during the extended term. E. In accordance with the terms and conditions of said Agreement, the Parties desire to extend the term of said Agreement for an additional six-month period and increase the compensation term to pay for services provided during the extended term. NOW, THEREFORE, in consideration of the mutual and respective promises, and subject to all the terms and conditions of said Agreement, except as herein modified, the parties agree as follows: Section 2, COMPENSATION, shall be amended to increase compensation to an amount not to exceed $100,000.00 to pay for services during the extended term. Section 3, TERM, shall be amended to extend the term of said Agreement for an additional six-month period through December 31, 2012. Except as hereinabove modified, all terms and conditions of said Agreement shall remain in full force and effect. 25D-3 IN WITNESS WHEREOF, the parties hereto have executed this Fourth Amendment to Agreement the day and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council CITY OF SANTA ANA PAUL M. WALTERS City Manager APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney PHOENIX GROUP INFORMATION SYSTEMS By: Teresa L. Judd Assistant City Attorney 2 BOB MURPHY President 25D-4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JULY 2, 2012 TITLE: AGREEMENT WITH THE POLICE MANAGEMENT ASSOCIATION (PMA) CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ? As Recommended ? As Amended ? Ordinance on 1s` Reading ? Ordinance on 2"d Reading ? Implementing Resolution ? Set Public Hearing For_ CONTINUED TO FILE NUMBER Direct the City Attorney to prepare and authorize the City Manager and Clerk of the Council to execute an agreement with the Police Management Association regarding wages and other terms and conditions of employment. DISCUSSION The City requested that the Police Management Association (PMA) negotiate adjustments to its current Memorandum of Understanding to effect certain reductions in salary and benefit costs to the City. The provisions of this agreement include: 1) Contract Extension: The City and PMA agree to a one-year contract extension to expire 6/30/14, with no salary increase in FY 2013-14. 2) Salary Increase: The current contract provided a 3.5% salary increase effective 7/1/12. 3) Additional Wage or Benefit: In the event the POA receives any additional wage or benefit compensation prior to 6/30/14, the PIMA would receive said additional wages or benefits. 4) Payment toward 3% at 50 Service Retirement Benefit: "Safety" employees shall contribute an additional amount toward the City's "employer" rate as follows: • 7/1/12 = additional 5.50% for a total of 7.92% • 7/1/13 = additional 1.08% for a total of 9.00% (This additional contribution shall sunset 6/30/14.) 5) Payment toward 2.7% at 55 Service Retirement Benefit: "Miscellaneous" employees shall contribute an additional amount toward the City's "employer" rate as follows: • 7/1/12 = additional 1.70% for a total of 8.00% 25E-1 Agreement with the Police Management Association July 2, 2012 Page 2 of 2 6) Recruitment for Lieutenant: Effective upon Council approval, the City will begin recruitment for two Lieutenant positions. 7) Four Additional "Miscellaneous" Positions: Effective upon Council approval, the City will create four additional management positions to be represented by PMA. 8) Holiday, Longevity and Management Vacation Cash Out: PMA employees will defer the cash-out of holiday, longevity and management vacation leave time for FY 2012-13. 9) Management Vacation Leave Time: Effective 7/1/12, the City agrees to start contributing an additional 60 hours of management vacation leave time, prorated per calendar year (30 hours in 2012), for a maximum of 100 hours per year. The maximum accrual rate shall be increased to 480 hours. 10) Layoffs: The City agrees to meet and confer regarding the decision and impact of layoffs to the rank of Lieutenant or Captain. 11) Transfer of Bargaining Unit Work: • In the event the City contemplates the transfer of bargaining unit work from a PMA class to a class not represented by PMA, on a permanent or temporary basis, the City agrees to meet and confer prior to implementation of said transfer. • In the event the City contemplates the transfer of bargaining unit work from a class not represented by PMA to a class represented by PMA, the City agrees to meet and confer prior to implementation of said transfer. 12) Retiree Health Annuity: The City agrees to transfer the City's portion of the Annuity, currently paid annually, to the member's individual account each pay period. 13) Retiring Employees' Leave Bank Cash Out: The City agrees to allow an employee to cash out their leave banks during the last calendar year prior to retirement. FISCAL IMPACT This agreement will result in a cost savings to the City of $230,000 during fiscal year 2012-13 and a cost of $43,000 during fiscal year 2013-14 for a total net savings of $187,000 during the term of the agreement. APPROVED AS TO FUNDS AND ACCOUNTS: ?? ?q du? Edward S. Raya V Executive Director Personnel Services Agency Francisco Gut ez Executive Director Finance & Management Services Agency 25E-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JULY 2, 2012 TITLE: AGREEMENT RENEWAL WITH ORANGE COUNTY MAILBOXES FOR DOWNTOWN GENERAL MAINTENANCE SERVICES AND GUARDRAIL, BOLLARD AND CHAIN LINK FENCE REPAIR CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ? As Recommended ? As Amended ? Ordinance on 15i 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 renewal to the agreement with Orange County Contractors Services dba Orange County Mailboxes and Construction to provide general maintenance services in the Downtown Santa Ana area as well as Citywide repair to guardrails, chain link fences, and traffic bollards for an amount not to exceed $55,000 through June 30, 2013, subject to non-substantive changes approved by the City Manager and City Attorney. DISCUSSION The City is responsible for maintaining public safety and reducing liability on approximately 400 miles of streets. Contract services are necessary to assist with the repair of guardrails, permanent chain link fencing, block walls, and traffic bollards. To ensure a functional environment and minimize safety hazards, the City also maintains the general Downtown area by providing general maintenance services for all public areas covering streets, sidewalks, and parking areas, as well as repairs to bollards and pavements, and electrical and plumbing repairs on a call-out basis. On April 12, 2010, the City entered into an agreement with Orange County Mailboxes and Construction, followed by an amendment to the agreement on April 18, 2011, which added Downtown general maintenance services to the agreement and an option to extend the agreement for two additional one-year periods. Orange County Mailboxes and Construction has been diligent in addressing its work plan in detail and its work in the Downtown area has exceeded acceptable levels of maintenance. Additionally, the vendor has agreed to renew the contract with no increase in pricing. Staff recommends approval of the first renewal to accommodate the need for continued maintenance services in the Downtown area and with Citywide repair of guardrails, permanent chain link fencing, block walls, and traffic bollards. 25F-1 Agreement Renewal for Downtown General Maintenance Services and Guardrail, Bollard, and Chain Link Repair July 2, 2012 Page 2 FISCAL IMPACT Funds are available in the Downtown Maintenance, Contract Services-Professional accounts (02718860-62300-10900701087-3000, 40718842-62300-11901201087-3090, and 01117625- 62300). APPROVED AS TO FUNDS AND ACCOUNTS: Raul Godi Executive Public We :z II irector s Agency Francisco Gutierrez Executive Director Finance & Management Services Agency Nancy T. E rds Interim Exec tive Director Community Development Agency RG/PG Exhibit: 1. Agreement Renewal 25F-2 EXHIBIT 1 SECOND AMENDMENT TO AGREEMENT THIS SECOND AMENDMENT TO AGREEMENT is entered into on July 2, 2012, by and between Orange County Contractors Services dba Orange County Mailboxes and Construction, a sole ownership entity ("Contractor") and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS: A. The parties entered into that certain Agreement N-2010-037, dated April 12, 2010, (hereinafter "said Agreement") by which Contractor has provided general construction maintenance services. B. Said Agreement was amended on April 18, 2011, to extend the term and add compensation to pay for general construction services during the 2011-2012 fiscal year. C. In accordance with the terms and conditions of said Agreement, the parties again desire to amend said Agreement to extend the term and increase compensation to pay for the provisions of 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 Second Amendment to Agreement, the parties agree as follows: 1. Section 2, COMPENSATION, shall be deleted in its entirety and replaced with the following: a. Downtown Santa Ana maintenance services shall be charged on a time and material basis. The hourly rate of $60.00 shall cover costs, including labor, overhead, travel, mileage, incidental supplies, hardware, screws, bolts, welding material, paint, wires, disposal of material and concrete, etc. Special materials will be purchased by the Contractor only on authorization of the City Project Manager. Such special materials shall be charged at cost plus 10%. Compensation for downtown Santa Ana maintenance services shall not exceed $25,000, during the 2012/2013 fiscal year. Compensation for Public Works maintenance services shall be as agreed per Job Proposal prepared by Contractor and accepted by City. Total compensation shall not exceed $30,000 during the 2012/2013 fiscal year. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City." 2. Section 3 TERM, shall be deleted in its entirety and replaced with the following: "This Agreement shall commence on April 12, 2010 and terminate on June 30, 2013, unless terminated earlier in accordance with Section 12, below. The term may be extended for one additional one-year term upon the agreement of the parties." 25F-3 3. Except as hereinabove 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 on the date and year first written above. ATTEST: MARIA D. HUIZAR Clerk of the Council CITY OF SANTA ANA PAUL M. WALTERS City Manager APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Laura Sheedy Assistant City Attorney RECOMMENDED FOR APPROVAL: RAUL GODINEZ, II Executive Director - PRCSA ORANGE COUNTY CONTRACTORS SERVICES EDWARD SCHADE Owner 25F-4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY: JULY 2, 2012 TITLE APPROVED COOPERATIVE AGREEMENT WITH ? As Recommended CITY OF COSTA MESA FOR ? As Amended IMPLEMENTATION OF FAIRVIEW El Ordinance on 151 Reading ? Ordinance on 2"d Reading TRAFFIC SIGNAL SYNCHRONIZATION ? Implementing Resolution (PROJECT 126769) NON GENERAL FUND ? Set Public Hearing For -? CONTINUED TO FILE NUMBER CITY ANAGER RECOMMENDED ACTION Authorize the City Manager and Clerk of the Council to execute the attached cooperative agreement with the City of Costa Mesa to implement the Fairview Street Traffic Signal Synchronization Project, subject to non-substantive changes approved by the City Manager and City Attorney. DISCUSSION In 2006, Orange County voters approved Measure M2, which included provisions for funding the Regional Traffic Signal Synchronization Program (RTSSP) in the amount of $10 million per year. The RTSSP provides funding for projects that develop and maintain multijurisdictional traffic signal synchronization on major arterials throughout Orange County. On June 30, 2011, the Orange County Transportation Authority Board approved the funding request submitted by the participating Cities of Costa Mesa and Santa Ana for implementation of traffic signal synchronization and improvements on 31 traffic signals along Fairview Street from Newport Boulevard to Garden Grove Boulevard. The Measure M2 grant approved for the project is $620,000, with the local agencies providing a 20 percent match of $155,000. Santa Ana's share of the match is $75,759. The City of Costa Mesa is the lead agency in design, construction, and management of the project. The cooperative agreement identifies the roles and responsibilities of Costa Mesa and Santa Ana. The agreement also stipulates that Costa Mesa is committed to implementing the project and will provide oversight to maintain interjurisdictional synchronization on Fairview Street during the three-year grant period. 25G-1 Cooperative Agreement with the City of Costa Mesa for the Fairview Street Traffic Signal Synchronization Project July 2, 2012 Page 2 ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT Funds for the local match in the amount of $75,759 are available in the Traffic Congestion Relief HUT account (accounting unit 05917663-66220). APPROVED AS TO FUNDS AND ACCOUNTS: It- RZMM'di Executive Public Wo z11 rector Agency Francisco Guti&rez Executive Director Finance & Management Services Agency RG/SA Exhibits: 1. Cooperative Agreement 25G-2 COOPERATIVE AGREEMENT BY AND BETWEEN THE CITY OF COSTA MESA THE CITY OF SANTA ANA FOR THE FAIRVIEW TRAFFIC SIGNAL SYNCHRONIZATION PROJECT This Cooperative Agreement ("Agreement") is made and entered into this day of , 2012, by and between the CITY OF COSTA MESA, a municipal corporation ("COSTA MESA"), and the CITY OF SANTA ANA, a charter city ("SANTA ANA"). RECITALS: A. WHEREAS, the City of COSTA MESA applied for a grant from the Orange County Transportation Authority (OCTA) as part of the Renewed Measure M (M2), Regional Traffic Signal Synchronization Program RTSSP (Project P), aimed to coordinate traffic signals across multiple jurisdictions to enhance countywide traffic flow and reduce congestion; and B. WHEREAS, the Fairview Project was selected by OCTA as one of the RTSSP Projects to be funded in Fiscal Year 2011-2012, based on an application submitted by the City of Costa Mesa on behalf of both the City of Costa Mesa and the City of Santa Ana (jointly referred to as CITIES); and C. WHEREAS, OCTA and the City of COSTA MESA have entered into a Master Funding Agreement "Cooperative Agreement No. C-1-2757" defining the terms and conditions for approved Measure M2 projects; and D. WHEREAS, the City of Costa Mesa and the City of Santa Ana agree to initiate and implement the Fairview Traffic Signal Synchronization Project (hereinafter referred to as the PROJECT), with Costa Mesa as the lead agency; and E. WHEREAS, the PROJECT will include improvement at thirty-one (31) traffic signals along Fairview as listed in the Project Application, Exhibit A; and F. WHEREAS, the PROJECT will include hardware and software upgrades to traffic controllers, traffic telecommunications, master controllers and associated systems(hereinafter collectively referred to as "Traffic Control Elements"), and these Traffic Control elements will be constructed and/or installed and implemented as part of the PROJECT as identified in the Project Application, Exhibit A and the Project Price Proposal attached as Exhibit B; and G. WHEREAS, the CITIES agree to coordinate the inclusion of other Traffic Control Elements and in-kind services to be integrated during the construction of the PROJECT that are not included in the Project Application and that the owning City will have the responsibility for verifying and coordinating during the course of the PROJECT; and H. WHEREAS, the CITIES agree to implement the PROJECT based on Exhibits A and B, including a combined cash and in-kind match of one hundred fifty-five 25G-3 thousand dollars, equivalent to twenty percent (20%) of the PROJECT cost split with the following cost contribution of cash and in-kind service, SANTA ANA, $75,579 and COSTA MESA, $79,421. WHEREAS, the CITIES desire to enter into this Cooperative Agreement to demonstrate their commitment to improving traffic signal synchronization opportunities for Orange County and to develop and implement the Fairview Project; and J. WHEREAS, this cooperative agreement defines the specific terms, conditions and funding responsibilities between the CITIES for the implementation of the PROJECT; NOW, THEREFORE, it is mutually understood and agreed to by the CITIES to enter into this cooperative agreement with respect to the matters as follows: 1. RESPONSIBILITIES OF THE CITY OF SANTA ANA: The City of Santa Ana agrees to the following responsibilities for implementation and funding of the PROJECT: a. To authorize the CITY OF COSTA MESA to be the Administering Agency for the PROJECT. b. To authorize OCTA to distribute its grant allocation to COSTA MESA in order to pool the partner Cities' grant funds in order to complete a more thorough project on Fairview between SR-55 and SR-22 Freeways than could be accomplished by each city individually. SANTA ANA will contribute $20,000 in cash and $55,579 in in-kind services for a total match share of $75,579. c. SANTA ANA shall help develop the project scope, provide input into the consultant selection, attend team meetings, and review all consultant and administrative reports pertaining to the SANTA ANA scope of work. d. SANTA ANA shall provide required updates as requested by OCTA as part of the semi-annual review process until the completion of the three year grant period. Documents to be provided include but are not limited to payroll records, contracts, and purchase orders related to the PROJECT. 2. COSTA MESA AGENCY RESPONSIBILITIES: a. COSTA MESA shall manage the Project for the Cities of COSTA MESA and SANTA ANA. COSTA MESA shall act as the "Administering Agency" for the work for both COSTA MESA and SANTA ANA. A copy of this Agreement shall be mailed to OCTA within ten (10) days after this Agreement has been executed, pursuant to the terms and conditions of the Cooperative Agreement. 2 25G-4 b. COSTA MESA will contribute minimum $38,438 in cash and $40,983 cash and/or in-kind services, for a total match share of $79,421. c. COSTA MESA shall work cooperatively with SANTA ANA and ensure that SANTA ANA has the opportunity to provide meaningful input into all phases of the project, and that staff has adequate time to review all draft reports, contracts, the proposed Scope of Work, and any other pertinent information. COSTA MESA shall convene regular meetings of staff representatives from all partnering agencies to provide a regular process of input from all partner cities to the consultant team. d. COSTA MESA shall enter into an agreement with a qualified consultant team to assist in the completion and monitoring of the Fairview Corridor. Selection of the consultant team shall be with the concurrence of the partner cities. e. COSTA MESA shall coordinate the work effort of this Project, provide the day to day management of the consultant and manage all consultant administration and contracting. COSTA MESA shall review the consultant's invoices and pay them accordingly after ensuring that the work has been adequately performed by the consultant. f. COSTA MESA shall comply with all of the terms and conditions of the Cooperative Agreement with OCTA including the Project Reporting and Audit Requirements contained therein. 3. SHARED RESPONSIBILITIES. Each City agrees to: a. Designate a technical lead person to act as the liaison for the PROJECT. The liaison and any other required personnel shall attend meetings and participate in all related project meetings as well as participate on the OCTA ITS roundtable. b. Participate, cooperate and coordinate with contractors, consultants, vendors and staff in good faith using reasonable efforts to resolve any unforeseen issues and disputes arising out of the PROJECT to the extent practicable with respect to the performance of the PROJECT. Identify and verify the upgrades to Traffic Control Elements to be constructed and installed as part of the PROJECT and as identified in the Project Application for each City. Coordinate the inclusion of other Traffic Control Elements and in-kind services, where necessary, that the owning agency requires for the implementation of the PROJECT but are not included in the project Application. The owning agency shall be responsible for the inclusion of such elements within reason. 3 25G-5 e. Maintain project related signals and telecommunications equipment with high priority during the project and be responsible for repair of their own signal control systems in each of their respective jurisdictions. f. Provide on-site support for signal control systems, timing plans, detection systems and related equipment during construction, installation and integration and be available to change or make adjustments to timing plans at a central or field location when necessitated by the PROJECT. g. Document in-kind match or dollar match funding as identified in the project application and provide verification of such expenditures as part of any required review or audit process which may include payroll records, contracts and purchase orders. h. Monitor and operate the traffic signals and improvements for a period of 3 years after the completion of the PROJECT improvements and to provide verification of such activities. Modify this agreement only by amendment upon written mutual consent of both Cities. All modifications, amendments, changes and revisions of this agreement in whole or in part, and from time to time, shall be binding upon the CITIES so long as the same shall be in writing and executed by each agency. 4. COMPLETE AGREEMENT a. This Agreement, including any attachments incorporated herein and made applicable by reference, constitutes the complete and exclusive statement of the terms and conditions of this Agreement between COSTA MESA and SANTA ANA and it supersedes all prior representations, understandings and communications between the parties. The invalidity in whole or in part of any term or condition of this Agreement shall not affect the validity of other term(s) or conditions(s) of this Agreement. The above referenced Recitals are true and correct and are incorporated by reference herein. b. Neither Party's failure to insist on any instance(s) of the other party's performance of any term(s) or condition(s) of this Agreement shall be construed as a waiver of the non-enforcing party's right to such performance or to future performance of such term(s) or condition(s), and the non- performing party's obligation in respect thereto shall continue in full force and effect. Changes to any portion of this Agreement shall not be binding upon either party except when specifically confirmed in writing by way of a written amendment to this Agreement between the parties and issued in accordance with the provisions of this Agreement. 5. INSURANCE AND INDEMNIFICATION 4 25G-6 a. SANTA ANA shall jointly and severally indemnify, defend and hold harmless COSTA MESA, it's officers, directors, employees and agents from and against any and all claims (including attorney's fees and reasonable expenses for litigation and settlement) for any loss or damages, bodily injuries, damage to, or loss of property caused by the negligent acts, omissions or willful misconduct by SANTA ANA, its officers, directors, employees or agents in connection with or arising out of the performance of this Agreement. b. SANTA ANA shall maintain adequate levels of insurance, or self-insurance to assure full indemnification of COSTA MESA. c. COSTA MESA shall indemnify, defend and hold harmless SANTA ANA, its officers, directors, employees or agents from and against any and all claims (including attorney's fees and reasonable expenses for litigation and settlement) for any loss or damages, bodily injuries, damage to, or loss of property caused by the negligent acts, omissions or willful misconduct by COSTA MESA, its officers, directors, employees or agents in connection with or arising out of the performance of this Agreement. d. COSTA MESA shall maintain adequate levels of insurance, or self-insurance to assure full indemnification of SANTA ANA. 6. ADDITIONAL PROVISIONS a. Term of Agreement: This Agreement shall continue in full force and effect until June 30, 2016. This Agreement may be extended at the mutual consent of both parties. b. Legal COSTA MESA: COSTA MESA and the SANTA ANA hereto consent that they are authorized to execute this Agreement on behalf of said parties and that, by so executing this agreement, the parties hereto are formally bound to the provisions of this Agreement. c. Severability: If any term, provision, covenant or condition of this Agreement is held to be invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the remainder of this Agreement shall not be affected thereby, and each term, provision, covenant or condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. d. Counterparts of Agreement: This Agreement may be executed and delivered in any number of counterparts, each of which, when executed and delivered shall be deemed an original and all of which together shall constitute the same agreement. Facsimile signatures will be permitted. e. In the event that the PROJECT Costs exceed the estimates as submitted in the APPLICATION as prepared all parties agree to meet and determine PROJECT revisions to meet the budget or a revised funding proposal by the CITIES which shall be documented and submitted in writing as a revision to the agreement. f. COSTA MESA and SANTA ANA shall comply with all applicable federal, state and local laws, statutes, ordinances and regulations of any governmental agency having jurisdiction over the PROJECT. 5 25G-7 g. Force Majeure: Either Party shall be excused from performing its obligations under this Agreement during the time and to the extent that it is prevented from performing by an unforeseeable cause beyond its control, including but not limited to; any incidence of fire, flood; acts of God; commandeering of material, products, plants or facilities by the federal, state or local government; national fuel shortage; or a material act or omission by the other party; when satisfactory evidence of such cause is presented to the other Party, and provided further that such nonperformance is unforeseeable, beyond the control and is not due to the fault or negligence of the Party not performing. h. Assignment: Neither this Agreement, nor any of the Parties rights, obligations, duties, hereunder may be assigned in whole or in part by either Party without the prior written consent of the other Party in its sole and absolute discretion. Any such attempt of assignment shall be deemed void and of no force and effect. Consent to one assignment shall not be deemed consent to any subsequent assignment, nor the waiver of any right to consent to such subsequent assignment. i. Obligations To Comply with Law: Nothing herein shall be deemed nor construed to authorize or require any Party to issue bonds, notes or other evidences of indebtedness under the terms, in amounts, or for purposes other than as authorized by local, state or federal law. j. Governing Law: The laws of the State of California and applicable local and federal laws, regulations and guidelines shall govern this Agreement. k. Litigation fees: Should litigation arise out of this Agreement for the performance thereof, the court shall award costs and expenses, including attorney's fees, to the prevailing party. 1. Notices: Any notices, requests, or demands made between the parties pursuant to this Agreement are to be directed as follows: If to Costa Mesa: City Clerk City of Costa Mesa 77 Fair Drive Costa Mesa, CA 92626 If to Santa Ana: Clerk of the Council City of Santa Ana 20 Civic Center Plaza (M-30) Santa Ana, CA 92702 7. DISPUTE RESOLUTION: COSTA MESA and SANTA ANA hereby acknowledge that OCTA will not resolve any disagreements which may arise among the two parties, including scope, financing and deliverables. 8. DELEGATED AUTHORITY The actions required to be taken by the CITIES in the implementation of this Agreement are delegated to its Chief Executive Officer, City Manager or equivalent designee. 6 25G-8 IN WITNESS WHEREOF, SANTA ANA has caused this Agreement to be executed by its City Manager and attested by its Clerk, and COSTA MESA has caused this Agreement to be executed by its Chief Executive Officer and attested by its Clerk, as duly authorized by the SANTA ANA City Council and the COSTA MESA City Council, respectively. CITY OF SANTA ANA, a municipal corporation of the State of California CITY OF COSTA MESA a municipal corporation of the State of California By: Paul Walters City Manager ATTEST: Maria Huizar Clerk of the Council APPROVED AS TO FORM: Sonia Carvalho City Attorney By: Tom Hatch City Manager ATTEST: Julie Folcik Clerk of the Council APPROVED AS TO FORM: Thomas Duarte City Attorney RECOMMENDED FOR APPROVAL: Ernesto Munoz Public Services Director Attachments: Exhibit A-Project Application Exhibit B-Project Price Proposal 7 25G-9 25G-10 EXHIBIT A PROJECT APPLICATION 25G-11 CITY OF COSTA MESA CALIFORNIA 92628-1200 P O. BOX 1200 FROM THE OFFICE OF THE TRANSPORTATION SERVICES MANAGER March 18, 2011 Orange County Transportation Authority Attn. Roger Lopez 550 South Main Street P.O. Box 14184 Orange, CA 92613-1584 SUBJECT: RTSSP, PROGRAM P PROJECTS - FY 2011/2012 Dear Mr. Lopez: The City of Costa Mesa appreciates the opportunity to submit the attached funding application for the Fairview Road Corridor Synchronization project. This is a co- jurisdictional project covering 3 jurisdictions, the City of Costa Mesa, the City of Santa Ana and the State of California, Department of Transportation. The project includes synchronization for 31 traffic signals on this busy route that serves many regional facilities as well as bus routes in the core area of Orange County. The City of Costa Mesa will serve as the lead for the project. Resolutions from the Costa Mesa City Council and Santa Ana City Council are included with the application. Based on OCTA requirements, it is recognized that the project will conduct before and after studies to document the improvements to travel time, green house gases and synchronization as a result of this investment in Program P/Regional Traffic Signal Synchronization Program. Thank your for your oversight of the CTFP process. Please call Debra Bieber at (714) 754-5183 if any additional information is required. Sincerely, RAJA SETHURAMAN Transportation Services Manager Enclosures Peter Nagavi, Director Department of Public Services Debra Bieber, Associate Engineer Alma Reyes, Management Analyst PHONE (714) 754-5334 • TDD.2,W-A 2-.ci costa-mesa.ca.us Orangetrak - Edit Project Page 1 of 2 A?PLICATlQNI NUMBER: CTFP TOTAL ALLOCATIONS: $620,000.00 TOTAL PROJECT COST $775,000.00 PROJECT ID; CP-2972 CTFP TOTAL PAYMENTS: $0.00 ACTUAL MATCH RATE 0.00 VERSION: 1 STATUS: Planned LAST MODIFIED BY, [David Cho(3118/2011) APPROVED BY, NIA HISTORY PROJECT INFORMATION IMPROVEMENT TYPE IMPLEMENTING AGENCY TSSP - Traffic Signal Syncronization Program Costa Mesa, City of DISTRICT PROJECT MANAGER PHONE (10 DIGIT) );MAIL 2 Debra Bieber 7147545183 dbieber@ci.costa-mesa PROJECT TI TI F Fairview Traffic Signal Synchronization Project PROJECT DESCRIPTION - : - . tY1e propc,sed Fai I-View Rcad project t" synchic,ni?e the ?1 rz: r g LOLS Fa1rJi2W Road C-rridor from State Route 55 to star-; Rcnt.e :i._. "r,: uor r .- the , urrsdiction, of Cc::ta t?la5a, Santa ?,:za a:,(?,.t? 9 s , desi Insted :signal rC to o :i is= a hcaviLv trav<,lled bus r ?,,?e. the route int __,_ ;ra C= 'y "IraTfic r?>1uII,es up to i10w,th erahicle M?I.s of :ic:,q the corridor. -,. i3'- tai 1 t r Bch , h wt -Own nt a `,r.a ti;ct s r l -i i s ?iL I- ><r.ra 1r:a la_ th lei t r,nt Cen _L _or t... Art_, and connects two state highways. Before and after studies will be TMas<i.ar red format, tD VHriI'll that the field-iuiplr;R.ented I iT'i7CG t rrnY1C _a•. re - 7 rus -gin this ?.,tG , ct i n ?r,1 t :m. 11 x a „; _ ^, _t r r _duced travel ti ie, c ;d.1, vehicle em j _3's i ., rrd ,u ,,mod "u d,complish this project the participating agencies will design, 7Jr, r r't sy implerient a project tc repl3c: ant ic{u atr;d c'ont rn?ler T? _anal s}nChronization, .;_id r'CCv and install _ontr 1 cc y f - st dirF_-iy o ,hanci.,g :; rllal _-yn u_orn:,? _,.m- t t„,•I F,ri,- able, wirel dev c.,s and oth. n(,c:- ?, - "'v y t i :_ a stl of mod i rcat -ohs w11 hr i n-, taI I ed per Project F q i eI in-1, t r" , ll m r L tor the i mprovcmt-n_., and ma -, n-, ain t t-e cor_ rz..r .:r._.. ;._ 7 _ears affie[ c.omr?l?eticn. ?_,1 lu= d tu ' i dc;siyu, e ngi-neari ,q, Cc :l;trcction, iirplermentatio,i -.nd ?_ . -::•? ?neli as tx?rare and after studies tc, docu^ient iRprover._,.t:; ffi- _. h? reo.- ?ru31 traffi- - sigr;al r,ch?r ;ni<at'cn pr: ,ect. SYSTEM ROUTS INTERSECTION LOCAL STREET NAME FROM TU Local Street YES Fairview SR55 SR22 GENERAL QUESTIONS CTFP QUESTIONS Is this application on your current approved measure M2 CIP? YES Has your agency previously received CTFP funding for this Application? No If Yes, When? Project I D? Is this on agency's LOCAL SYNCHRONIZATION PLAN? YES https-//ocfundtracker. octa.net/edit_proj ect. asp?proj ect_id=CP--2972&versi on=1 &update_ 03/ 18/201 1 25G-13 Orangetrak - Edit Project Page 2 of 2 PROGRAMMING INFORMATION ($0) I'. (. 4, FISCAL YEAR FUND TYPE fPROGRAMMED REVENUE SQUR C) ENGG ROW CON TOTAL Another City $69,93000 ; $000 $5,82900 $75.759 Other $72.74600 $000 $6.49500 $19,241 Traffic Signal Sync Program (TSSP) - Primary Implementation $570,705 OD $D 00 $000 $570,705 Traffic Signal Sync Program (TSSP) - Maintainence 8 Monitoring $000 $0.00 $49,295 00 $49,295 k. $o $0 so $o' $o Another City $69,930' $0: $5,829 $75,759 Other $72,746 $0 $6,495 $79,241 Traffic Signal Sync Program (TSSP) - Primary Implementation $570,705 $o' so $570,705 Traffic Signal Sync Program (TSSP) - Maintainence A Monitoring $0 $0 $49,295 S49,295 Update Subtotals GRAND TOTAL $713,381 $0 $61,619 $775.000 SCHEDULE INFORMATION SCHED ULED START SCHEDU LED COMP TION STATUS MONTH PLAN YEAR MONTH YEAR . E:Q SEP 2011 JUN 2012 ROW CON JUL 2012 JUN 2016 SPELL - ----- CHECK ------------- ENTER SCORING DATA MARK ON MAP !-Save for Later 1Save and Submit to OCTA https-.//ocfundtracker.octa.net/edit_project.asp?project - id=CP--2972&v ersi on= l &update_... 03/18/2011 25G-14 vrangetrax - Vroject Ranking PROJECT RANKING Page 1 of 2 I TSSP - Traffic Signal Svnchoronization Program Facility Usage Vehicle Miles Traveled (VMT) POINT(S1 314056 i Benefit Cost Ratio Jurisdictions POINT(S) Percent of Priority Corridor Jurisdictions Involved 100 Total Number of Involved Jurisdictions 3 I Jurisdictions Score (higher of two scores above) b Project Scale POEM Percent of Corridor Signals Being Retimed 100 Signal Being Retimed perMile 3.64 , 3 Project Scale (Total) Project Details POINT(S) New or upgraded communication systems Minor signal operational improvements Int./field system modernization and replacement Real-time traffic actuated ops. Project Characteristics and demo. projects New or upgraded detection TMC/TOC and motorist information Comm. and detection preservation and restoration Signal coordination I D Transporation Significance Signal Synchronization Network Maintenance of Effort 5 4 to 5 years 3 https:/,/ocfundtracker. octa.net/ranking-edit.asp?project-ld=CP--2972&version=l 03/18/2011 25G-15 Project Effectiveness Current Project Readiness Funding Match Within 12 Months POINT(S) SAVE RANKING CLOSE WINDOW ( ;PRINT '. TOTAL POINTS- 7,1 0.52s https: //ocfundtracker. octa. net/ranking_edit. asp?proj ect_id=CP--2972&version= l 03/18/2011 25G-16 U d m J O W W ICJ O f ' +? L n m I p m m 0 2 n a 1 r m n v_i r m m n c m n x -. ?,p. -. ro m n - 3 c m 8 m ? o ? ? ? m ? r a ? ? m o ? T n n v o m A m d w D I 3 x 3 P- o 3 m m v o m m n m n o N G v ° a - ^ j m 6 c m u N 3 P `C D T T A D D D D > D A bt (rIl an- -- - - - - - - - 3 - - - - ? ? v O O p N N p m A N c JJ S 6n A r µ? N ° (n W cg a w 55-??a 25 (J N N g g W $ w c ? O , CT . , ? d 8 8 8 8 8 8 0 0 0 8 0 ° ?? ' fA w fA to v! di in IA 0 (A o! di us !A w En V1 M w A U N w (p a !O N N N -. w N m (T V N O ) N Ol Q qo f,J? t°p .-. 0 1 A A N O_ W W O S O S O o S SS p pp S p ppp . mm U 8 - 8 - 8 - 8 0 - 8 - 8 - O 8 - 8 - ° 8 - O o O S 8 4 8 0 6 <, m rn w e N 61 69 w - - - - e4 !? T C11 N .? A m v N J A W d m (D W ( N CI m V d ww g Op1 S V O wJ d p .p O O O ? pp O 8 ?p O S OS S , y w co o h o 0 0 8 8 8 8 8 g 8 o 8 o 8 r l ? g N 4A 69 A 69 4 n tA W W 61 W V) 61 (A 1 N f V t J O WW mpN (( In f Npp J ( Wp A N m ?i N A N p? W p 2 (O + ;'.. W A ( p? y T V W 0 9 8 pS S ON1 0 8 0 O 8 D 8 8 p j o , Q p S (A L f A !A E A ( A ? '-n r. S' ? W N N ( J N _ Q i t A f J p a p S L V, 4 ( w f) 9 2 ??n m 3 25G-17 0 0 A Q O 3 a A • a e 3 L? T C 7 0 'o 3 n 3 u 1 3 w m 7 L H 7 O 7 G O T o' 25G-18 PROJECT DESCRIPTION Agencies: City of Costa Mesa, City of Santa Ana, Caltrans Project Name: Fairview Road Signal Synchronization Project Program: Program P, Regional Traffic Signal Synchronization (RTSSP) Project Manager: Debra Bieber Phone: (714) 754-5183 Email: dbieber@ci.costa-mesa.ca.us Project Funding Program The intent of the proposed Fairview Road project is to synchronize the 31 traffic signals on the contiguous Fairview Road corridor from State Route 55 to State Route 22. This 8.5 mile corridor crosses the jurisdictions of Costa Mesa, Santa Ana and Caltrans. Fairview Road is a designated signal synchronized network route, identified in the CTFP Chapter 8 Guidelines, and is a heavily travelled bus route. The route intersections carry Average Daily Traffic Volumes up to 61,800, with a Vehicle Miles of Travel(VMT) of 314,056 along the corridor. Before and after studies will be made in the required format, to verify that the field-implemented timings have improved the existing traffic patterns. The intersection timing improvements should result in measurable changes to travel time, green house gases and travel speeds. To accomplish this project the participating agencies will design, construct and implement a project to replace antiquated controller units, enhance communication for signal synchronization, add (Closed Circuit Television) CCTV cameras and install controller cabinet replacements directly enhancing signal synchronization. Detection, communications systems and necessary equipment and devices will be installed and monitored as required by Program P to improve and maintain the corridor for a minimum of 4 years after completion. Proiect Background Fairview Road is a complete contiguous corridor, an important mass transit route, and an important north-south connector between State Highways on the Master Plan of Arterial Highways (MPAH) and on the signal synchronization network per Figure 8-1 of the CTFP Guidelines. Fairview road serves regional facilities such as Downtown Santa Ana, County and Federal Buildings, Orange Coast Community College, Santa Ana College, the Coast Community School District, the Segerstrom Center for the Arts (formerly the 25G-19 Orange County Center for Arts), and numerous schools. The project will fully meet the synchronization needs for the corridor for 3 years and no other requests for funding will be initiated during the maintenance and operation phase. Communication system improvements that directly benefit signal synchronization along the corridor will also be included. The Fairview Signal synchronization project accomplishes the goals of synchronizing signals across jurisdictions, through a 4-year initially funded timeframe to improve existing traffic patterns. The end result will be a field-implemented synchronized timed route, achieved through design and engineering, construction and installation of field controllers and maintenance and monitoring to ensure continuous improvement of the system. Proiect Plan and Schedule To verify and monitor the improvements before and after studies will be initiated using travel times, average speeds, average stops per mile and vehicle emissions. The improvements will occur within existing facilities so there is no anticipated delay for construction and the project will pursue a timely use of funds. Data counts will comply with OCTA digital format requirements. Jamar or NDS/Southland car count format and include Synchro version 6 compatible information consistent with the OCTA ROADS data base. The project management will follow CTFP Guidelines for reimbursements and reporting, including a work schedule with implementation and maintenance operation phases included. Scope of Work Design, This task, to be complete in FY 2011-2012, consists of confirming the survey of equipment, preparation of drawings and schematics for cabinet work, fiber optic/communication work, CCTV camera installations and other miscellaneous devices and equipment design as necessary. During this time the before studies and documentation will be completed. Right-of-Way, No right-of-way is needed for this project. Construction, Construction is schedule for late in the FY2011-2012 fiscal year. The scope of construction work includes: Utility Coordination Traffic Signal Controllers and equipment for synchronization (including CCTV) Communication Devices and Cabling including interconnects and switches Traffic Cabinets, where needed for synchronization Maintenance and Monitoring of the Traffic Signal Synchronization for 4 years. 25G-20 FAIRVIEW ROAD/FAIRVIEW STREET TRAFFIC SIGNAL SYNCHRONIZATION PROGRAM LOCATION MAP j s Gordo Graw Al L 0?(;'i ? " ?,G Fi tN m M i () warahrr An I ca 0* c•ft or • _ tat BI ' t x ..rPF t"'li'"°t % Wmk b • r LL Ave EA%W An • OVOMU 111 Im Nnv?l N • Mraar M LEGEND: =r try Rm*dNw Shot COWAX of OOubM wTM%MWW &`? ?dbrw Ana 7uflC 9?r 0drm Tw6a eva BaBarYow M SANTA ANA Mw M 464 M B¦rorr M BOI/1 Cnaat rVrawmim* to Failrlr An Bala m mq Mrs Ave PJ Cmir. Or mw&f wy gPry Qm?iw P1ab wy mud" wy AtIh7En Or tAarMwe IIy F.lF a 1 13 wlban 31 aae sA f `10 SCAt L 25G-21 Fairview Street/Fairview Road Corridor VMT Calculation Agency Segment ADT Segment Length VMT Santa Ana North City Limits to Trask Ave 41,507 0.39 16,188 (2009 ADT) Trask Ave to 17th Street 40,436 0.50 20,218 17th Street to Civic Center Dr 38,933 0.59 22,970 Civic Center Dr to 5th Street 43,766 0.21 9,191 5th Street to 1st Street 43,355 0.25 10,839 1st Street to McFadden Ave 41,652 0.75 31,239 McFadden Ave to Edinger Ave 39,860 0.50 19,930 Edinger Ave to Harvard Blvd 39,158 0.50 19,579 Harvard Blvd to Warner Ave 36,506 0.35 12,777 Warner Ave to Segerstrorn Ave 34,867 0.44 15,341 Segerstrom Ave to Alton Ave 35,196 0.36 12,671 Alton Ave to MacArthur Blvd 36,073 0.25 9,018 MacArthur Blvd to Sunflower Ave 35,919 0.28 10,057 Costa Mesa Sunflower Ave to South Coast Dr 41,611 0.31 12,899 (2010 ADT) South Coast Dr to Paularino Ave 60,812 0.61 3 7, 095 arino Ave to Baker St 44,232 0.16 7,077 r Street to Adams Ave r 48,152 0.29 13,964 A ms Ave to Arli ngton Dr 33,192 0.49 6,264 rngton Dr to Fair Dr 22,599 0.34 7,684 Fair Dr to Wilson Wil 12,675 0.53 6,718 son to Newport Blvd Seg 11,679 ment Length (mi): 0.20 8.30 TOTAL VMT: 2,336 314,056 25G-22 RESOLUTION NO. 11-9 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COSTA MESA, CALIFORNIA, APPROVING THIS SUBMITTAL OF AN APPLICATION FOR FUNDING OF THE FAIRVIEW ROAD SIGNAL SYNCHRONIZATION PROJE=CT TO THE ORANGE COUNTY TRANSPORTAl ION AUTTHOR11 Y FOR FUNDING UNDER TFIF COMPREI-IFNSIVE TRANSPORTATION PROGRAM, REGIONAL TRAFFIC SIGNAL SYNCHRONIZATION PROGRAM. -11 IL. CITY COUNCIL OF 1-1-IE CITY OF COS°I-A MFSA I-IL-J&-iBY RESOLVES, DI l FRMINES AND ORDERS AS FOLLOWS: WI-IFREAS, the City of Costa Mesa desires to implement the transportation improvement on the Fairview Road corridor, jointly with the City of Santa Ana; and Vt11-11ILR AS, the City of Costa Mesa has been declared by 1110 Oran{le C;ourrty I mn?,.portation Authority to meet thu eligibility requirements to receive Measure M "tWilback" funds; and WHEREAS, the City's Circulation L=loment is consistent with the County of Oran }c Master Plan of Arterial I ligh%tvays; and All 11-.RFAS, THE: City of Costa Mesa ruld the City of Santa Ana will enter into a coo oclaiivc ;agroeuaer't for the project funding and implernentation responsibilities; and V1tf1L=1Zl_AS, the City of Coster Mesa will Larovide matching funds for the City of Costa rVlesa portion of the project as rec_tuirod by the Orange County Comprehensive l lal'spoilation I'rograraa Procedures Manual; and Wi IERFAS, the Orange County I-rtairsportation Authority intonds to allocate ;unit.; for imnsporiation improverrrerrt project: withi?1 the incorporated cities rand the Corrrrty; ;:rrrd Utll-I..RI?:AS the City of Costa Mesa ha,", a cranrently adopted Local Signal Synchronization Plan consistent with the Regional Traffic Signal Synchronization Blaster Plan as a key component of local agoncies' efforts to synchronizing traffic siytw s ?i,-ross local agencies' boundaries; and VV11r-F21=AS, the City of Costa Mesa desires to irnplernent multi ;urisdictional signal synchronization listed below; and 25G-23 WHEREAS, the City of Costa Mesa will not use Measure M funds to supplant Developer Fees or other commitments; and WHEREAS, the City of Costa Mesa will use Arterial Highway Rehabilitation funding as a supplement to the existing pavement management program; NOW, THEREFORE, BE IT RESOLVED THAT, the City Council of the City of Costa Mesa hereby requests that the Orange County Transportation Authority allocate funds in the amounts requested in the City's application for !Measure M Funds to the City from the Comprehensive Transportation Programs and it agrees that said funds shall be matched by City funds as required. BE I FURTHER RESOLVED, that the City Council of the City of Costa Mesa, California does hereby authorize the Director of Costa Mesa Public Works or designee, to file applications for Renewed Measure M funded Comprehensive Transportation Program, to sign such applications, and to invoice Orange County Transportation Authority for payment of allocated funds as appropriate. PASSED AND ADOPTED this 151t' day of March, 2011. ATTI=ST: Julie FoCity C erk Gary Monahan, Mayor APPROVED AS TO FORM: TAttorney 2 25G-24 STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss CITY OF COSTA MESA ) 1, JULIE FOLCIK, City Clerk of the City of Costa Mesa, DO HEREBY CERTIFY that the above and foregoing is the original of Resolution No. 11-9 and was duly passed and adcpted by the City Council of the City of Costa Mesa at a regular meeting held on the 15rr' day of March, 2011, by the following roll call vote, to wit: AYES: COUNCIL MEMBERS: MONAHAN, RIGHEIMER, LEECE, MENSINGER NOES: COUNCIL MEMBERS: NONE ABSENT: COUNCIL MEMBERS: BEVER IN WITNESS WHEREOF, I have hereby set my hand and affixed the seal of the City of Costa Mesa this 16'h day of March, 2011. -_ ? J _ JULi OLClK . , Q!TY CLERK ! (SEAL) 3 25G-25 j? Y cC v. tC J?` v?4v "TTY OF SANTA ANA CLERK OF THE COUNCIL OFFICE M-30 -' J Sox 1 S?8 MEETING DATE: MINUTES EXCERPT March 7, 20, 11 COUNCIL MEMBERS PRESENT: Alvarez, Benavdes Bustamante, Martnez. Sarmmiento, Tinajero, Pulido (7) ABSENT: None (0) CONSENT- CALENDAR (= SLBIV';SSICN OF GRANT APPLICATIONS FOR MEASURE NYn COAJPREI--ENSiVE RANSPORTA7ON FUNDING PROGRAM - Public Works Agency MOTION: Adopt a resolution. ESCLUTICN NO. 2011-009 - A RESOLUTION OF -HE C _11 C CO NCI- O>= --+ r - LF SANTA ANA APPROVING THE SUBMITTAL OF MPROV-MENT PRC - r? -E ORANGE COUNTY TRANSPORTATION AUTHORITY FOR -NDiNG , N_ )=_R -?J CCMPREHENSIVE TRANSPORTATION PROGRAM MOTION: Alvarez VOTE: AYES SECOND Benavldes Alvarez. Benav?des. Bustamante, V_n,tlr--ez p,! -4,3 Sar lento, T rajero (7) NOES: None (0) ABSTAIN: None (G) ABSENT: gore (0) STATE OF CALIFORNIA COUNTY OF ORANGE "'BAR, A r-,LIZAR, Clerk of the Council, of the City Of Santa A:ia, Cd ne°eby ce.*f 3'e0o ce a fu trt„e and correct copy of the minute act;on on record n tn.s c?;ce. yV y iN `WITNESS'v,%,HEREOF, I have hereunto set my hand and seal tr'is '4`° day cf Marcn. I4iai:a 25G-26 RESOLUTION NO. 2011- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING THE SUBMITTAL OF IMPROVEMENT PROJECTS TO THE ORANGE COUNTY TRANSPORTATION AUTHORITY FOR FUNDING UNDER THE COMPETITIVE MEASURE M2 REGIONAL TRAFFIC SYNCHRONIZATION PROGRAM BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1: The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. The Measure M2 Regional Traffic Synchronization Program targets over 2000 signalized intersections across Orange County to maintain traffic signal synchronization, improve traffic flow and reduce congestion across jurisdictions. B. The City of Santa Ana has been declared by the Orange County Transportation Authority to meet the eligibility requirements to receive revenues as part of Measure M2. C. The City of Santa Ana has a currently adopted a Local Signal Synchronization Plan consistent with the Regional Traffic Signal Synchronization Master Plan as a key component of local agencies' effort to synchronized traffic signals across local agencies' boundary. D. The City of Santa Ana will provide matching funds for each project as required by the Comprehensive Transportation Funding Program Procedures Manual; and E. The City of Santa Ana will not use Measure M2 funds to supplant Developer Fees or other commitments; and F The Citv of Santa Ana desires to imnlement multi-jurisdictional listed hPlow SECTION 2: The Executive Director of the Public Works Agency is authorized to submit projects for funding consideration under the Combined Transportation Funding Programs. Pagel of 3 25G-27 SECTION 3: The City Council of the City of Santa Ana hereby requests the Orange County Transportation Authority allocate funds in the amounts specified in the City's application to said City from the Regional Traffic Synchronization Program. Said funds shall be matched by funds from said City as required and shall be used as supplemental funding to aid the City in the implementation the following projects- ----------- ------------------------------------------------ ---------- ------- -- PROJECTS FY i lamer Ave from Pacific Coast Hwy to Red ill Ave 11/12 ustin Ave from 1s` St to Imperial Hwy 1 11/12 Euclid Ave from 405 Fwy to Imperial Hwy r 11/12 :Fairview from SR 55 to SR 22 11/12 ------ ------- -------------- ------------- ------- -------------------- ---------------- ?---- --------------- ----- i `MacArthur Blvd from Beach Blvd to SR 55 11/12 --------------------- - ---------- ---- ----------------- SECTION 4: This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this _ day of 2011. Miguel A. Pulido Mayor APPROVED AS TO FORM: Joseph W. Fletcher, City Attorney uy. Laura Sheedy Assistant City Attorney Page 2 of 3 25G-28 AYES: Councilmembers NOES: Councilmembers ABSTAIN. Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ORIGINALITY I, Maria D. Huizar, Clerk of the Council, do hereby certify the attached Resolution No. Santa Ana on Date to be the original resolution adopted by the City Council of the City of , 2011. Clerk of the Council City of Santa Ana Page 3 of 3 25G-29 25G-30 EXHIBIT B PROJECT PRICE PROPOSAL 25G-31 ADMNTEC Consulting Engineers Y February 17, 2012 City of Costa Mesa Transportation Services Division 4th Floor City Hall 77 Fair Drive Costa Mesa, CA 92628 (ATTN: Ms Debra Bieber) Subject: Fee Schedule for the Costa Mesa/Santa Ana Fairview Traffic Signal Coordination Project Dear Ms. Bieber and members of the selection committee, ADVANTEC Consulting Engineers (ADVANTEC) is pleased to submit the accompanying Fee Schedule, as part of proposal for the Costa Mesa/Santa Ana Fairview Traffic Signal Coordination Project issued by the City of Costa Mesa. As President of the company, I am fully authorized to make representations on behalf of ADVANTEC and certify that the information contained in this proposal is truthful, accurate, and complete at the time of submission of this proposal. The following proposal shall remain valid for a period of not less than 180 days of its submittal. I can be reached at the address, telephone/fax numbers in this letterhead, and the following email address: LeoLee@advantec- usa.com We are very excited about this opportunity to assist the City of Costa Mesa and Santa Ana on this project, and looking forward to establishing a mutually rewarding working relationship with both agencies. In closing, we thank you for the opportunity to offer our proposal for this effort to further enhance the quality of life in the Cities of Costa Mesa and Santa Ana. Sincerely, ADVANTEC Consulting Engineers, Inc. Leo Lee, P.E. President 19200 Von Karrnan Ave. • Suite 600 Irvine • CA 92612 Tel: (949) 622-5551 • Fax: (949) 622-5554 www.advantec-usa.com 25G-32 General Fee Schedule Part 1-Signal Coordination, Assessments, Lump Sum $ 159,609 Modeling, Before and After Studies, Reports And Documents for OCTA reporting Part 2-Work for Costa Mesa Intersections Lump Sum $ 262,525 Part 3-Work for Santa Ana Intersections Lump Sum $_ 162,215 Part 4-Preparation of Record drawings, or Project Plans Lump Sum $ 29,989 Specifications and Estimate or Procurement documents Part 5-3 Years follow-up Maintenance Per Year $ 14,700 Sub-Total $_ 44,100 CUMULATIVE NOT-TO-EXCEED FEE: $ 658,438 Additive Work Scope Traffic Counts at Intersections Per Intersection $ 413.00 Total $12,803 Install 3" Conduit Per Lineal Foot $ 30.00 Total $_ 36,000 Additive work shall be included exclusively at the discretion of the City contingent on bid results. Please include an estimated work breakdown structure for the project and personnel rate sheet. The Evaluation recognizes that costs may vary based upon project approach so work breakdown structure Information should support fee submissions. All originals of plans, field notes, data and calculations, correspondence, reports, electronic files, etc., will be turned over to the City upon completion of work. Ten percent (10%) of the total contract fee will be withheld until final project documents are submitted to the City. 25G-33 " ? ? rv 8 8 8 8.$ 8 8 8 88 K'8 8 S$88 ? 8 8 8 9'9 ?. 8 8 3 8m88 8 « 8 , o » I 88 SX $.? ' « 8 8 8 8 5 8 38 ' '8 $S.A S „ 8 8 8 IQ 8 $ 84%. Z 5 '• 8 •ua Nma? W $ •R Gi ? _ ?a ? B 'm m - ? " _ _ » C e R ?S o sanOH IvIol R I? g R 8 - _ " - _ s s. n? !s ? :' ? All 4?= e S 8 3 Si fr ? Y i fr= All RS g ?Q v 8 = ? x $N r. m o S S $ ° . fr R ? 8 m ? ay e l? ?t s a i i 55 ?$9 l € g s s S m b e !,P 3 g E, o g ? 613 , A C 8 t F L ? upi - ` F L '2 E % 8 w Y - s ? n ? g $ t „E3 o E d e 6 •P Ba t 3 ' $ a 3 ' o F ' ? ' ? 3 3 ? e ? 1 LL a ,.u .. d g .a? y_ s y g .o ' ' mQ. f p ? s ? c? ?, 8?8 ? ? i? a ? ?FF F F F FFF FP F FF?FF P F F m 3 F F F F L 8 . F F.F k F 2 F 1 P F .. E g..F P 2 P F g F o . E y ? LLE E E E EE r p E E' E E E E EE.E E E E E 'E E E E E 'i Ir ? ? 66 LL I LL LL ' E c V U J V C P ? @ $ 3 3 3.3 0 .? R' 1 1UU 0 p Z O aR $ ' '.w 1 3 a u U 3 c? 3 U` ? fr 8 u°S 'I ? $ $ 8 » 1 « » ? 8 8 8 1? 8 .- 8 A Y ? d 4 ?I Z I I s? o:N t ? S I < Ji E 'o a ? 8 8 'a s1F $ ? i a ? ?? ? m 1 E E E o D E 25G-34 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JULY 2, 2012 TITLE AMENDMENT TO THE AGREEMENT WITH CINDY KREBS CONSULTING, INC. FOR GO LOCAL PROJECT MANAGEMENT OVERSIGHT (PROJECT NO. 092505) CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ? As Recommended ? As Amended ? Ordinance on 151 Reading ? Ordinance on 2nd Reading ? Implementing Resolution ? Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute the attached amendment to the agreement with Cindy Krebs Consulting, Inc. to extend the term of the contract to April 30, 2013 in the amount of $165,000 subject to non-substantive changes approved by the City Manager and City Attorney. BACKGROUND The Cities of Santa Ana and Garden Grove are working collaboratively with the Orange County Transportation Authority (OCTA) on the Santa Ana-Garden Grove Fixed Guideway Project. Santa Ana and OCTA have entered into two cooperative agreements for development of the project to define their respective roles and responsibilities through Steps 2 and 3 of Measure M2's Go Local Program. A Step 2 agreement for Environmental Analysis was executed in 2008 for an amount of $5.9 million, and a Step 3 agreement for Preliminary Engineering was executed in 2011 for an amount not to exceed $5.5 million, contingent on the project's acceptance into the Federal Transit Administration's (FTA) Section 5309 New Starts/Small Starts Program. In early 2010, OCTA directed the City of Santa Ana to prepare the project for FTA Section 5309 New Starts/Small Starts grant funding because the project was considered to be a strong candidate under this program. The FTA became actively involved in discussions with OCTA and the Cities of Santa Ana and Garden Grove soon thereafter, and project deliverables were revised and refined to satisfy the specific requirements of the FTA and submitted to the FTA for approval. DISCUSSION The City required professional assistance from a qualified consultant with extensive transit background to take the Go Local Transit Vision from concept to completion. In 2009 the City enlisted the services of Cindy Krebs Consulting Inc. (CKC) to work closely with the City's Project 25H-1 Amendment to Agreement with Cindy Krebs Consulting, Inc. for Go Local Project Management Oversight July 2, 2012 Page 2 of 2 Manager and other key City, OCTA and consultant staff assigned to the Go Local Project. Cindy Krebs has functioned as an extension of staff to provide oversight and direction to the modern streetcar consultant team and other consultants selected to assist the City with key deliverables and implementation of the Go Local Transit Vision. In 2010, after the City's consultant contract with Cordoba Corporation for the Go Local Step 2 was awarded, OCTA directed the City of Santa Ana to prepare the project for the FTA. CKC has been providing technical support and project management for the Go Local project and it is recommended that her contract be extended to ensure the continuity and success of the project. Upon execution of this amendment, CKC will be the Project Manager responsible for the project schedule, project budget and the administration of consultant contacts for the Fixed Guideway Project. This third amendment will bring the total contract amount to not to exceed $645,000 and extends the term to April 2013. FISCAL IMPACT The Project Management services for the maximum of $165,000 are funded in the OCTA Transitway Project (account unit 03217661-66220, project no. 092505). APPROVED AS TO FUNDS AND ACCOUNTS: ? / I HA ,-- i I God' ez II Francisco utierre Executiv irector/ Executive Director/ Public Wo ks Agency Finance & Management Services Agency RG/SA Exhibit 1: Third Amendment 25H-2 THIRD AMENDMENT TO AGREEMENT BETWEEN CITY OF SANTA ANA AND CINDY KREBS CONSULTING, INC. THIS THIRD AMENDMENT TO AGREEMENT, made and entered into this 2nd day of July, 2012 by and between Cindy Krebs Consulting, Inc., a California Corporation (hereinafter "Project Manager" or "PM"), 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-2009-091, dated June 8, 2009, by which Project Manager has provided services as the City's Program Transit Management Consultant (PTMC) to assist in forming and implementing the Go Local Transit Vision (said "Agreement"). B. Said Agreement has been amended on July 19, 2010, and again on May 16, 2011 to adjust the number of service hours PM will provide, and to provide compensation for those services. C. The parties hereto now would like to more fully define the services to be provided by Project Manager, extend the agreement for an additional nine-month period, and add compensation for PM's 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 1, SCOPE OF SERVICES, shall be deleted in its entirety and replaced with the following: "Project Manager shall serve as the City's project manager for the Santa Ana Fixed Guideway Project ("Project"), responsible for delivering the completed Project on time and within the budget, as set forth in Exhibit A-1, attached hereto and incorporated by this reference. Additionally, PM shall administer City's consultant contracts to ensure the services and deliverables comply with the guidelines of the City's funding partners and regulatory agencies, including but not limited to OCTA, and the Federal Transit Administration (FTA). PM shall review and approve invoices and deliverables submitted by consultants, then forward to City staff for payment. PM shall meet with the Executive Director of Public Works or his designee, on a regular basis to keep him informed regarding the progress of the Project, issues which may arise to threaten the schedule or budget, and to receive direction regarding City's concerns, interests and vision regarding the Project. Project Manager shall represent the City at meetings with OCTA, FTA and other regulatory agencies; develop written correspondence including memos, letters, staff reports, meeting minutes, agendas and presentations to the City Council and OCTA Board as necessary to keep the City, its funding partners and regulatory agencies informed of the progress of the Project; and provide written and oral progress reports to the Project team, including consultants and the Executive Director and his staff. 25H-3 Project Manager shall commit up to twenty-five (25) reportable hours per week, as necessary to effectively manage the Project." 2. Section 2. COMPENSATION, shall be deleted in its entirety and replaced with the following: "a. City agrees to pay, and PM agrees to accept as total payment for its services, the hourly rate of $138.60. The total sum to be expended pursuant to this Agreement during the extended term from June 1, 2012 through April 30, 2013, shall not exceed One Hundred Sixty-Five Thousand Dollars ($165,000.00). b. Payment by City shall be made within thirty (30) days following receipt of proper invoice, subject to City accounting procedures. Each submitted invoice shall report activities provided during the previous month including meetings attended, minutes of such meetings, tasks/deliverables completed, a report of new issues and action plans to address those issues, and previous issues which have been resolved. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City." Section 3, TERM, shall be amended to extend the term through April 30, 2013. 4. All other terms and conditions of the Agreement shall remain in effect and unchanged. IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment to Agreement on the date and year first written above. ATTEST: MARIA D. HUIZAR Clerk of the Council CITY OF SANTA ANA: PAUL M. WALTERS City Manager APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney CINDY KREBS CONSULTING, INC. By: Laura Sheedy Assistant City Attorney RECOMMENDED FOR APPROVAL: RAUL GODINEZ, II Executive Director Public Works Agency CINDY KREBS 25H-4 EXHIBIT A-I Scope of Work Santa Ana Transit Program Oversight The City of Santa Ana requires professional assistance to take its Go Local Transit Vision - Fixed Guideway Project from concept to completion. Serving as the City of Santa Ana's Fixed Guideway Project Manager, Cindy Krebs Consulting, Inc. (PM) will provide the following services: a. Provide management and oversight to the city's consultant team lead by Cordoba Corporation, to develop and deliver Santa Ana's Fixed Guideway Project. Project management shall include monitoring the Project's progress to ensure it is on time, within budget, in conformance with design and environmental criteria and is efficiently and effectively implemented. b. PM shall: 1. Develop and maintain the schedule for the Fixed Guideway project and prepare updates at key milestones for presentation as necessary to the Executive Director or his designees and the consulting team, City Council, OCTA and other agencies involved in a regulatory or funding function. 2. Receive and implement direction regarding the Project from the Executive Director or his designee. 3. Review and evaluate OCTA and FTA processes to ensure the consultant team submittals comply with statutory, regulatory and administrative requirements. PM shall review and provide comments on documents produced by the technical team before they are forwarded to OCTA and/or FTA, in addition to tracking key deliverables and implementation schedules and issues. 4. Coordinate all fixed guideway team meetings, the monthly PDT meetings, and the Pre-PE technical team meetings with the consultant team and City staff to: • Discuss project status • Identify issues • Develop solutions • Provide oversight and direction for the Project • Prepare meeting minutes. 5. Attend the following Orange County Transportation Authority (OCTA) meetings and prepare meeting summaries for each: • Board of Directors • Transit Committee 25H-5 • Rail Technical Advisory Committee. Meeting summaries shall include decisions approved, new issues presented, responsible personnel and timelines for completion of tasks/deliverables. 6. As necessary, attend meetings of the Mayor and City Council to provide information and status updates on Santa Ana's Fixed Guideway Project. 7. Receive and review for completeness and accuracy, consultant deliverables, prior to submittal to OCTA, CalTrans, FTA and/or other regulatory or funding agencies. 8. Review and approve consultant team invoices to ensure compliance with the Scope of Work, schedule and budget. Send approved invoices, and all back- up work product and deliverables to City staff, for payment and retention in the City Project files. 25H-6 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JULY 2, 2012 TITLE: AGREEMENT AMENDMENT WITH COMMUNICATIONS SUPPORT GROUP FOR CABLE AUDIT SERVICES CITY 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 Authorize the City Manager and Clerk of the Council to execute the attached amendment to agreement with Communications Support Group for cable audit services in an amount not to exceed $20,000, for a total not to exceed amount of $98,000, subject to non-substantive changes approved by the City Manager and City Attorney. DISCUSSION On January 25, 2011, the City entered into an agreement with Communications support group to perform a cursory franchise fee and specialized Public, Education and Government (PEG) fee review of both Time Warner Cable (TWC) and AT&T California (ATT). This Phase 1 review was designed to better understand how both companies have been remitting franchise fees and PEG fees and determine if there was potential to recover additional unpaid fees. Phase 1 was also intended to provide information to the City that would assist in determining the costs and benefits of proceeding with a full audit. The cost for Phase 1 of the project was $18,000. On June 23, 2011 Communications Support Group submitted a preliminary procedures review that addressed the findings in Phase 1 of the project. This report lists estimated unpaid franchise fee revenue of $77,000 and estimated unpaid PEG revenue of $427,000. These amounts are one time monies that are in addition to the quarterly franchise fees and PEG fees that are remitted to the City. To confirm these cursory estimates staff recommended a full audit of TWC and ATT (Phase 2). On August 1, 2011, the City amended the agreement to complete Phase 2 of the audit. Phase 2 included a full three-year audit of TWC and a one-year audit of ATT. In Phase 2 the estimated findings in Phase 1 were revised to $21,761 in unpaid franchise fee and interest and $495,720 in unpaid PEG fees ($517,481 total). On May 16, 2012, the City mailed TWC a Request for Payment in the amount of $517,481 and is working with TWC to clarify any questions related to the audit findings and facilitate payment. 251-1 Communications Support Group Agreement July 2, 2012 Page 2 This second amendment includes an additional $5,000 for additional detailed work that was needed to prepare the TWC Request for Payment and prepare for meetings with TWC. This amendment also includes a $10,000 contingency for Phase 2 support as we continue to work towards collection of the $517,481. Also included in this amendment is an additional $5,000 for completion of the ATT one-year audit, for a total amendment amount of $20,000, and a total not to exceed agreement amount of $98,000. Franchise fees are fees paid into the General Fund and PEG fees are fees paid into Fund 21 and restricted for PEG capital and equipment purchases. The City receives approximately $1,175,000 in franchise fee annually. The City projects approximately $232,000 in PEG fees annually. FISCAL IMPACT Funds for this agreement are available in the PRCSA Administrative Services contract services account (no.01113200 62300). Gerar o Mouet, Execu ive Director Parks, Recreation and Community Services Agency APPROVED AS TO FUNDS AND ACCOUNT: Francisco Gutierrez, Executive Director Finance and Management Services Agency 251-2 SECOND AMENDMENT TO AGREEMENT THIS SECOND AMENDMENT TO AGREEMENT is entered into on July 2, 2012, by and between Communications Support Group, Inc., a California corporation ("Consultant") and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS: A. The parties entered into that certain Agreement N-2011-012, dated January 25, 2011, (hereinafter "said Agreement") by which Consultant has provided cable television/video provider franchise audit services. B. The parties executed Amendment to said Agreement, A-2011-195, dated August 1, 2011, to include a full franchise audit, and increase compensation to pay for audit services. C. When Consultant commenced the audit of AT&T's franchise and PEG fees, Consultant was informed by AT&T that several quarters of data had been lost in the AT&T system, resulting in delays and added costs while Consultant worked with the franchisee to determine an audit method based on extrapolated data. D. Consultant has completed the audit of Time Warner franchise and PEG fees and has been requested to provide expert support to the City in the collection of unpaid franchise and PEG fees. E. In accordance with the terms and conditions of said Agreement, the parties wish to amend the Scope of Services and increase compensation to pay for the additional services provided. 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 to Agreement, the parties agree as follows: 1. Section 1, SCOPE OF SERVICES, shall be amended to provide that Consultant shall complete the franchise fee and PEG fee audit of AT&T, and provide support in City's collection from Time Warner of unpaid franchise fees and PEG fees, as set forth in Exhibit A attached hereto and incorporated by this reference. 2. Section 2, COMPENSATION, shall be amended to increase compensation by $20,000, to pay for the additional services as follows: a. Prepare Time Warner franchise fee and PEG fee audit findings to support the City's collection of unpaid fees, for a not to exceed amount of $5,000; and b. Provide administrative and expert witness support in City's collection of unpaid Time Warner franchise and PEG fees in a not to exceed amount of $10,000; and c. Complete agreed-upon procedures review of AT&T franchise fee and PEG fees for a one year period for an amount not to exceed $5,000. 251-3 The total amount for audit services provided under said Agreement shall not exceed $98,000.00 during the term of said Agreement. 3. Section 4, TERM, shall be amended to extend the term through June 30, 2013. 4. Except as hereinabove 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 on the date and year first written above. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Laura Sheedy Assistant City Attorney CITY OF SANTA ANA PAUL M. WALTERS City Manager COMMUNICATIONS SUPPORT GROUP, INC. JOHN RISK President 251-4 EXHIBIT A SCOPE OF SERVICES Time Warner Franchise Audit and PEG Audit Consultant shall provide, at the request of the Santa Ana Parks, Recreation and Community Services Agency, advice regarding the preparation of City's Request for Payment of unpaid franchise and PEG fees. Such advice shall include preparation of reports necessary to substantiate the City's claim for unpaid fees, meetings with the franchisee to explain the audit process and findings, and audit recalculations which may be necessary as a result of additional information provided by the franchisee. Audit services shall be paid at the rate of $200.00 per hour. Additionally, Consultant will provide expert witness services if the City is required to initiate collection procedures against Time Warner for the franchise fee or the PEG fees. Expert witness services shall be paid at the rate of $285.00 per hour for time spent at mediation or arbitration hearings, including production of documents pursuant to subpoena, and depositions, and $300.00 for time spent at trial. In addition to the consultant's hourly charges for services, Consultant will charge for all out-of-pocket costs incurred including, but not limited to, overnight mail charges, copying services at cost, and administrative assistant services at an hourly rate not to exceed $60 per hour. For matters such as preparation of exhibits, posters, or slideshows requiring outside printing or graphic services, CSG will bill costs plus 10%. Refined/modified spreadsheets, provided at the request of City, will be provided on a time and materials basis. AT&T Franchise Audit and PEG Audit Consultant has substantially completed the audit of AT&T's PEG support obligation. However, Consultant will input actual subscriber counts into the AT&T PEG liability spreadsheet in order to arrive at a calculation of PEG fees due from AT&T. Consultant will prepare a report of findings regarding the PEG fees owed by AT&T which may be utilized by City in any necessary collection proceedings against AT&T. Consultant will continue to audit AT&T franchise fees for the 2009 audit period. Consultant will complete the franchise fee audit and deliver to City a report of findings regarding franchise fees pursuant to DIVCA. Services provided to complete the AT&T franchise and PEG audit will be at the direction of the Santa Ana Parks, Recreation and Community Services Agency. Services provided in relation to the AT&T audits will be billed at the rate of $200 per hour. 251-5 251-6 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JULY 2, 2012 TITLE: AGREEMENTS WITH LEISURE CLASS INSTRUCTORS 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 Martin Torres for Karate Do Kai instruction, extending the term one-year, and adding $30,000 for next fiscal year, subject to non-substantive changes approved by the City Attorney. 2. Authorize the City Manager and Clerk of the Council to execute the attached agreement amendment with Choc Le for Tae Kwon Do instruction, extending the term one-year, and adding $30,000 for next fiscal year, subject to non-substantive changes approved by the City Attorney. DISCUSSION The Parks, Recreation and Community Services Agency Leisure Services Program offers low- cost courses and activities to Santa Ana residents in the areas of Music and Dance, Arts, Nature and Science, Equestrian and Aquatics, Sports, and other special interests. The Leisure Services Program is a revenue-generating program that uses registration fees to pay for instructors and supplies. The quarterly Leisure Class brochure has been instrumental in increasing the number of students registering for many classes. The number of leisure classes and the number of class registrations has increased significantly since 2010. Choc Le has been providing Tae Kwon Do classes for our Leisure Class Program since December 2000. Mr. Le provides four hours of instruction per week, with over 100 participants of all ages. Classes are offered for beginner, intermediate, and advanced level for children and adults. This ancient martial art develops self-defense techniques and skills that increase physical fitness, motivation, and self esteem. This agreement amendment will provide $30,000 of programming from July 1, 2012 through June 30, 2013. 25J-1 Leisure Class Agreements July 2, 2012 Page 2 Martin Torres has been providing Karate Do Kai instruction for our Leisure Class Program since October 2003. Mr. Torres currently offers five classes for ages four years old to adult, four days a week. He is averaging over 40 students per class. Karate Do Kai is a Japanese style martial arts class that develops one's self-discipline, physical and mental attributes. Karate Do Kai encourages children to become better students, teaches respect for one another, and encourages children to make better decisions. This agreement amendment will provide $30,000 of programming from July 1, 2012 through June 30, 2013. FISCAL IMPACT Funds for this item are available in the Recreation Contract Services account (no. 01113230 62300). APPROVED AS TO FUNDS AND ACCOUNTS: G a? Mouet Executive Director Parks, Recreation, and Community Services Agency Francisco Gutierrez /0' vc? Executive Director Finance & Management Services Agency 25J-2 NINTH AMENDMENT TO AGREEMENT THIS NINTH AMENDMENT TO RECREATION SERVICES AGREEMENT is made and entered into this 2"d day of July, 2012 by and between Martin Torres, (hereinafter "Provider"), 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: The parties entered into Agreement N-2003-095, dated October 1, 2003, as amended from time to time, (hereinafter the "Agreement") by which Provider has provided recreation and leisure class services in the City's leisure program. 2. In accordance with the terms and conditions of said Agreement, the parties wish to revise the Scope of Services and extend the term of said Agreement. 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 Ninth Amendment to Recreation Services Agreement, the parties agree as follows: Section 1, SCOPE OF SERVICES, shall be amended by substitution of a new Exhibit A, attached hereto and incorporated by reference. Section 3, TERM, shall be amended to extend the termination date to June 30, 2013. 3. 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 Ninth Amendment to Recreation Services Agreement on the day and year first set forth above. ATTEST: CITY OF SANTA ANA Maria D. Huizar, Clerk of the Council PAUL M. WALTERS APPROVED AS TO FORM: City Manager Laura Sheedy, Asst. City Attorney PROVIDER: RECOMMENDED FOR APPROVAL: Gerardo Mouet, Exe. Director PRCSA Martin Torres 25J-3 EXHIBIT A SCOPE OF SERVICES - Martin Torres / Martial Arts 1) Provider will prepare and instruct students in martial arts techniques, with an emphasis on karate, including KARATE DO KIAI (ages 4 and up) $30 a month for two classes a week, $40 for four classes a week, and $25 for 2 or more members of a family / at Jerome Center KARATE DO KIAI (ages 5-15) $20 month / at Logan Center 2) The classes will be held throughout the year. 3) Provider will provide and be responsible for equipment, records, and personnel and clean up of the facilities and materials necessary to ensure the safety and effectiveness of said instruction. 4) If Provider allows others to teach class, those teachers must be over 21, have obtained and maintain an instructor rating, and be covered by Providers' insurance. Provider shall provide City with documentation to verify instructor and insurance requirements. Black-belt rated students may warm up beginning students, however, Consultant must be present at all times. CLASS SIZE 1) Each class must have a minimum of 5 paid students and a maximum of 45. 2) No registration will be accepted after the second meeting of class. 3) In the event the minimum number of enrollees is not realized by the second meeting of the class, the class shall be canceled. Provider will be under no obligation to provide services and the City will have no obligations to pay Provider compensation CLASS FEES 1) Each participant shall pay the required class registration fee. 2) No refunds will be made to participants after the first week of class unless the class is cancelled by the City. 3) The City shall collect registration fees from each participant during the registration period. Provider shall not collect fees, but shall refer all interested participants to City for registration. 4) Provider shall receive seventy percent (70%), and City and Provider agree that City shall retain thirty percent (30%) as an administration fee, of the total fees collected each month from the classes taught at the Jerome Center. Provider shall receive one-hundred percent (100%) of the total fees collected each month for the classes taught at the Logan Center. 5) Provider agrees that City is entitled to audit Provider's records and classes to insure compliance with this Agreement. 6) Provider may not waive class participation/registration fees. 7) City shall prepare class rosters and provide a copy to Provider. Only registered participants may participate in class. 25J-4 THIRD AMENDMENT TO AGREEMENT THIS THIRD AMENDMENT TO RECREATION SERVICES AGREEMENT is made and entered into this 2"d day of July, 2012 by and between Choc V. Le, (hereinafter "Provider"), 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: The parties entered into Agreement N-2009-071, dated June 3, 2009, as amended from time to time, (hereinafter the "Agreement") by which Provider has provided martial arts instruction for the City's leisure program. In accordance with the terms and conditions of said Agreement, the parties wish to amend the Scope of Services and extend the term of said Agreement. 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 Recreation Services Agreement, the parties agree as follows: 1. Section 1, SCOPE OF SERVICES, shall be amended to provide a new Scope of Services to be provided by Provider, as set forth in Exhibit A, attached hereto and incorporated by this reference. 2. Section 3, TERM, shall be amended to extend the termination date to June 30, 2013. 3. 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 Third Amendment to Recreation Services Agreement on the day and year first set forth above. ATTEST: CITY OF SANTA ANA Maria D. Huizar, Clerk of the Council PAUL M. WALTERS APPROVED AS TO FORM: City Manager Laura Sheedy, Asst. City Attorney PROVIDER: RECOMMENDED FOR APPROVAL: Gerardo Mouet, Exe. Director PRCSA CHOC V. LE 25J-5 EXHIBIT A SCOPE OF SERVICES- 1. Provider will prepare and instruct students in martial arts techniques, with an emphasis on Tae Kwon Do. Classes shall be offered for beginner, intermediate and advanced level children and adults. 2. Provider and City will mutually agree to the date, time and locations of classes. City reserves the right to preempt any class as City deems necessary. Thirty (30) day notice of such change will be provided, if possible. Instructor may reschedule any class which has been so preempted. 3. Provider will provide and be responsible for equipment, records, personnel and clean up of the facilities and materials necessary to ensure the safety and effectiveness of said instruction. If Provider allows others to teach his/her class, those teachers must be over 21, have obtained and maintain an instructor rating, and be covered by Providers' insurance. Provider shall provide City with documentation to verify instructor and insurance requirements. Black-belt rated students may warm up beginning students, however, Provider must be present at all times. CLASS SIZE REGISTRATION 1. The minimum number or participants is 10 per class, the maximum is 134. 2. No registration will be accepted after the second week of classes. 3. In the event the minimum number of enrollees is not realized by the second meeting of the class, the class shall be canceled. Consultant will be under no obligation to provide services and the City will have no obligations to pay Consultant compensation. FEES 1. Each participant shall pay a $20.00 class registration fee per monthly session. 2. No refunds will be made to participants after the commencement of a session unless the class is cancelled by the City. 3. The City shall collect registration fees from each participant during the registration period. Consultant shall not collect fees, but shall refer all interested participants to City for registration. 4. Consultant shall receive seventy per cent (70%) of the total fees collected each month. City and Consultant agree that City shall retain thirty per cent (30%) of the fees collected as an administration fee. 5. Consultant agrees that City is entitled to audit Consultant's records and classes to insure compliance with this Agreement. 6. Consultant may not waive class participation/registration fees. 7. City shall prepare class rosters and provide a copy to Consultant. Only registered participants may participate in class. 25J-6 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JULY 2, 2012 TITLE: RENEW AGREEMENT FOR SEXUAL ASSAULT EVIDENCE COLLECTION CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ? As Recommended ? As Amended ? Ordinance on 1s` Reading ? Ordinance on 2"d Reading ? Implementing Resolution ? Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and the Clerk of Council to renew the attached agreement with Anaheim Regional Medical Center to provide acute sexual assault exams and evidence, subject to non- substantive changes approved by the City Manager and City Attorney. DISCUSSION The Police Department uses the services of the Anaheim Memorial Medical Hospital to conduct sexual assault examinations and evidence collection for adult victims and suspects. The costs for services are $750 per victim exam, $200 per "Dry Run" which means a forensic nurse is dispatched and through no fault of provider the victim changes his or her mind. Results from these tests and evidence collection are necessary for the prosecution of criminal cases. Anaheim Memorial Medical Center is the only facility in the county performing rape and sexual assault examinations of adults for prosecution purposes. The Police Department has utilized their services for these purposes since 1995. FISCAL IMPACT Funds are available in the Police Department's Crimes Against Persons fund Account (account no. 01114440 62300) in the Fiscal Year 2012-13 budget. APPROVED AS TO FUNDS AND ACCOUNTS: ( L- Paul M. Walters Chief of Police Police Department ,4e-0? - k Francisco Gutierrez Executive Director Finance & Management Services Agency 25K-1 25K-2 AGREEMENT FOR EVIDENCE COLLECTION SERVICES FOR SEXUAL ASSAULT VICTIMS This Agreement for Evidence Collection Services for Sexual Assault Victims is made and entered into as of the 1 st day of July, 2012 (the "Effective Date"), by and between AHMC Anaheim Regional Medical Center ("ARMC") and Santa Ana Police Department (the "Department"), with respect to the following: WHEREAS, Department requires the collection of forensic evidence with respect to certain victims of sexual assault; WHEREAS, Department does not have the capability to collect the aforesaid forensic evidence internally; WHEREAS, ARMC has ability to collect forensic evidence and Department desires to purchase said services from ARMC; NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions contained herein, the parties hereto agree as follows: 1. Services. ARMC agrees to provide the following services (collectively, the "Services") to the Department: 1.1. Examination. ARMC agrees to provide the Department approved forensic- medical exams to sexual assault victims for evidence. The exam is to include digital imaging of injuries and physical findings. The forensic examination will be conducted by medical personnel who are competent in the use of the equipment and the interpretation of the findings. 1.2. Testimony. ARMC agrees to provide competent court testimony as requested by the Department (upon receipt of summons or subpoena). 1.3. Evidence. All evidence collected during the examination, will be relinquished at the conclusion of that examination. Digital photographs will be available upon request by Department investigators. 2. Compensation. In exchange for the Services to be provided by ARMC pursuant to Section 1, above, Department shall compensate ARMC as follows: 2.1. Examination. Seven Hundred Fifty Dollars ($750) for each examination. 25K-3 2.2. Dry Run. Two Hundred Dollars ($200) for each "Dry Run." For purposes of this Agreement, "Dry Run" means the dispatching by ARMC of a forensic nurse to perform a case and through no fault of ARMC's, the victim changes his or her mind, refuses to permit the examination., does not want the examination, or does not permit ARMC's forensic nurse to conduct the examination. 2.3. Rate Adjustment. Department acknowledges and agrees that ARMC is entitled to adjust the rates set forth in this Section 2 of the Agreement at any time during this contract, the subcontracted forensic nurses increase their rates charged to ARMC. Said adjusted rate shall be for no more than is required to cover the increase in the subcontracted rate. ARMC shall use commercially reasonable efforts to give Department at least thirty (30) days advance written notice of any increase or adjustment to rates in accordance herewith. 3. Payment. ARMC shall invoice Department monthly for all Services performed in each previous month. Department shall remit payment to ARMC within thirty (30) days of receipt of an invoice. 4. Term. This Agreement shall be for a term of two (2) years, commencing on the Effective Date and expiring on the second anniversary thereof (the "Initial Term"). This Agreement shall be renewable only upon the mutual written agreement of both parties hereto (each, a "Renewal Term" and together with the Initial Term, the "Term"). 5. By signing this Agreement, ARMC certifies that it does not discriminate, in hiring or treatment on the basis of race, color, creed, religion, sex, sexual orientation, age, mental status, national origin, ancestry, physical handicap or medical condition. 6. This Agreement is not meant to prohibit the Department from utilizing the services of other hospitals. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above. ARMC ANAHEIM REGIONAL MEDICAL CENTER, LP, a C ' limited partnership, doi usin( AHMC ANAH IONAL By: SANTA ANA POLI CE DEPARTMENT ("DEPARTMENT") By Name:__D- Ul f ld .It}'111 o/ - Name: Title: y1t) Title: 25K-4 AGREEMENT FOR EVIDENCE COLLECTION SERVICES FOR ALLEGED SEXUAL ASSAULT VICTIMS IN WITNESS WHEREOF, the parties hereto have executed this Agreement on of Date Month ATTEST: CITY OF SANTA ANA Clerk of the Council City Manager APPROVED AS TO FORM: J ?b N'l "-- ?-, ?t?Y Vt d City Attorney By: J Assistant City Attorney 20A 25K-5 25K-6 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JULY 2, 2012 CLERK OF COUNCIL USE ONLY: TITLE: APPROVED JOINT USE AGREEMENT WITH SANTA ? As Recommended ANA UNIFIED SCHOOL DISTRICT ON El Amended El Or dinance on 1s1 Reading MONTE VISTA ELEMENTARY SCHOOL ? Ordinance on 2nd Reading AND JEROME PARK SITES ? Implementing Resolution ? Set Public Hearing For CITY MANAGER RECOMMENDED ACTION CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute a Joint Use Agreement with the Santa Ana Unified School District for joint use of Monte Vista Elementary School and Jerome Park, subject to non-substantive changes approved by the City Manager and City Attorney. DISCUSSION During the summer of 2010, members of the Jerome community, KidWorks Parent Council and Latino Health Access met with Parks and Recreation staff to discuss the public use of Monte Vista School basketball courts after school and on weekends, since there are no outdoor basketball courts in the park. In addition, the group requested the need for additional park security lighting, park walkway improvements, and other deferred maintenance repairs at Jerome Park. Many of the deferred maintenance items have been completed and CDBG funding was approved in FY 2011/12 for the construction of a City/School fence to accommodate the joint use of district's basketball courts and sports field, park security lighting, walkway and parking lot reconstruction and landscaping. Tonight, the City Council will be considering the bid award of the City/School fencing, security lighting, walkway and parking lot reconstruction and landscaping. The Joint Use Agreement with Santa Ana Unified School District for Monte Vista/Jerome Park is for 30 years with an option for (two) 10 year extensions. The City will have rights to use and schedule activities on school fields and courts after school hours and on weekends. The City will be responsible for supervision during City use of the joint use area. The District will be responsible for normal maintenance and utilities of the joint use area on District property. The City and District agrees to corporate in good faith to seek further additional funding for any other improvements on the joint use areas. Each party shall defend and hold harmless each other against any and all liability in connection with this agreement. 25L-1 RFCA Joint Use Agreement for Monte Vista/Jerome Park July 2, 2012 Page 2 FISCAL IMPACT There is no fiscal impact associated with this action. At fm Gera do Mouet, I Exec tive Director Parks, Rec. and Com. Svcs. Agency 25L-2 JOINT USE AGREEMENT BY AND BETWEEN SANTA ANA UNIFIED SCHOOL DISTRICT AND THE CITY OF SANTA ANA (MONTE VISTA ELEMENTARY SCHOOL) THIS JOINT USE AGREEMENT ("Agreement") is dated as of , 2012, by and between the Santa Ana Unified School District ("District"), a public school district duly organized and existing under the laws of the state of California, and the City of Santa Ana ("City"), a charter city and municipal corporation duly organized and existing under the constitution and laws of the state of California (together, "Parties"). RECITALS: A. The District owns and operates the Monte Vista Elementary School which is located at Center Street, Santa Ana, California ("School"). B. California Education Code § 10900 et seq., authorizes District to organize, promote, and conduct programs for community recreation and to cooperate in providing community recreation programs and facilities. C. The District and City desire to undertake a coordinated use of the Monte Vista ball field and basketball courts in order to allow maximum use by community residents and youth sports organizations. D. The installation of fencing to secure the School site while providing community access to the ball field and basketball courts, and installation of security lighting is an approved use of Community Development Block Grant funds. E. The coordinated use of the Athletic Field is intended to benefit the families that live in the immediate vicinity of Monte Vista Elementary School. F. The partnership between the City and District created by this Joint Use Agreement is intended to improve general health and wellness for the residents of the Monte Vista community. NOW, THEREFORE, for and in consideration of the mutual promises and agreements contained herein, the Parties hereto agree as follows: 1. DEFINITIONS. The following definitions shall apply to the terms as used in this Agreement: A. "Joint Use Property" shall mean that certain real property and improvements thereon described in Exhibit "A" attached hereto. B. "Joint Use Facilities" shall mean the (i) basketball courts and (ii) ball field as identified in Exhibit "A" attached hereto. C. "Technical Advisory Committee" shall mean the committee created and appointed by the City Manager of the City and the Superintendent of the District pursuant to the Joint Use Agreement between the Parties pertaining to Godinez High School at Centennial Park. The Technical Advisory Committee shall be responsible for resolving conflicts in scheduling of the Joint Use Facilities which are the subject of this Agreement. MonteVista JtUse 6/19/12 25L-3 D. "Regular School Hours" shall mean 6:00 am through 4:00 pm, Monday through Friday (excluding state and national holidays observed by the District) unless changed by agreement of the Parties. E. "District Time" shall mean the time during Regular School Hours, when the District shall have the right to schedule use of the Joint Use Facilities. F. "City Time" shall mean those days and hours, outside of Regular School Hours and weekends, when the City shall have the right to schedule use of the Joint Use Facilities. G. "School" shall mean the specific District school identified in the above Recitals. 2. TERM AND COMMENCEMENT. This Agreement shall commence on , 2012, and shall run for a term of 30 years. Upon the written agreement of the Parties, the term may be extended for up to two additional ten year terms. 3. PERMITTED USE OF FACILITIES. The rights of the City to schedule use of the Joint Use Facilities shall be determined based on the following. A. District Use. District shall have the right, without prior consent of the City, to schedule use of the Joint Use Facilities during Regular School Hours for both the regular school year and any summer school ("District Use"). B. Ci Use. City shall have the right to schedule activities in the Joint Use Facilities during the City Time, for activities previously recommended by the Technical Advisory Committee, or for activities during Regular School Hours with the District's prior written consent ("City Use"). C. Priority for Youth Sports. The City will utilize the Joint Use Facilities during City Time for youth sport organizations with priority given to youth sport organizations that have the greatest number of youth that live within a half-mile radius of the School. If facilities are not being utilized by youth sports organization, they will be available on a first come basis during City Time. D. District Priority. To the extent possible, priority will be given to a school or District use of the Joint Use Facilities during City Time. In the event that District desires to use the Joint Use Facilities outside of Regular School Hours, it agrees it will schedule use of the Joint Use Facilities through the City. If District's use preempts previously scheduled City or Youth Sports Organization, District will provide a suitable relocation site for the preempted organization. E. Scheduling Conflicts. To the extent scheduling conflicts cannot be resolved informally by the Parties, the Technical Advisory Committee shall be responsible for resolving conflicts in scheduling of the Joint Use Facilities at the School. F. City Programming. The City may conduct its own programs or do so through a third party, so long as done in the same manner and under the same conditions for programming of other City facilities and meets any applicable State or Federal anti- discrimination requirements or school-site safety standards such as prohibition of alcoholic beverages and tobacco, and all restrictions on admission fees or other charges MonteVista JtUse 6/19/12 25L-4 per Education Code section 10900, et seq.. Reservation fees collected by City for City Use of the Joint Use Facilities shall be retained by City. G. Insurance. The City will ensure that each entity which receives from City a permit to utilize the Joint Use Facilities on City Time shall have general liability insurance coverage in the amount of at least $1,000,000 per occurrence, and that the District and City are named as additional insureds on the applicable policies. H. Supervision of Joint Use Facilities. 1) District shall be responsible for appropriate supervision while using the Joint Use Facilities. 2) The City shall be responsible for appropriate supervision while using the Joint Use Facilities. Maintenance. The District shall be responsible for the normal maintenance of the Joint Use Facilities, such as trash pick-up, cleaning of courts, mowing lawns, edging, painting, upkeep of equipment such as nets. J. Repairs. District shall be responsible for repair of the Joint Use Facilities. However, District shall submit any plans for significant repairs to the Technical Advisory Committee. The Technical Advisory Committee shall review the plans and determine whether and to what extent the City will share in the cost of the significant repairs to the Joint Use Facilities. As used in this section, "significant repairs" will include, at a minimum, any repair or replacement of a component of the Joint Use Facilities that will cost in excess of fifty percent (50%) of the reasonable estimated value of the component needing repair or replacement For example, if the value of a tennis court is $24,000 and the estimated repair cost is over $12,000, that will be a significant repair subject to this subsection. K. Utilities. District shall pay for all utility services furnished to the Joint Use Facilities for the use, operation and maintenance of the Joint Use Facilities during the Term of this Agreement, or any extension thereof. However, City shall be responsible for electricity to operate the security lighting. L. Further Funding Sources. The Parties to this Joint Use Agreement will cooperate in good faith to seek further funding for improvements to the Joint Use Facilities and other common areas at the School and agree that if such funding and improvements are made, that this Joint Use Agreement will be amended to encompass the renovated areas and additional provisions related thereto. 4. LIABILITY AND INDEMNIFICATION. A. District shall defend, indemnify and save and hold harmless City, its officers, officials, employees, and agents from and against any and all liability, loss, damage, expense, costs (including without limitation costs and fees of litigation of any nature) arising out of or in connection with District's performance of this Agreement or District's failure to comply with any of District's obligations contained in the Agreement caused by District, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of City. In the event City is named as codefendant, District shall notify City of such fact and MonteVista JtUse 6/19/12 25L-5 shall represent City in such legal action unless City undertakes to represent itself as codefendant in such legal action, in which case City shall bear its own litigation costs, expenses and attorney's fees. B. City shall defend, indemnify and save and hold harmless District, its officers, officials, employees, and agents from and against any and all liability, loss, damage, expense, costs (including without limitation costs and fees of litigation of any nature) arising out of or in connection with City's performance of this Agreement or City's failure to comply with any of City's obligations contained in the Agreement caused by City, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of District. In the event District is named as codefendant, City shall notify District of such fact and shall represent District in such legal action unless District undertakes to represent itself as codefendant in such legal action, in which event District shall bear its own litigation costs, expenses and attorney's fees. 5. INSURANCE. Both the City and the District shall maintain, for the period covered by this Agreement, at their own respective costs, their own respective policy or policies of general liability insurance and property insurance. Each party waives subrogation of its insurance coverage for the other entity. Self- insurance authorized by state law and/or maintained by the City or the District in the regular course of business for its other activities shall satisfy this requirement. 6. NOTICES. All notices, statements, demands, requests, consents, approvals, authorizations, appointments, or designations hereunder by either party to the other shall be in writing and shall be deemed given and served upon the other party, if delivered personally or three (3) days after depositing in the United States mail, postage prepaid, addressed as follows: If to CITY: And City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 Attn: Clerk of the Council City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 Attn: City Attorney If to DISTRICT: Santa Ana Unified School District 1601 E. Chestnut Santa Ana, CA 92701 Attn: Assistant Superintendent, Facilities & Governmental Relations 7. SEVERABILITY AND APPLICABLE LAW. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any MonteVista JtUse 6/19/12 25L-6 provision of this Agreement shall be invalid under the applicable law, such provision will be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision, or the remaining provisions of this Agreement. This Agreement has been made and entered into in the State of California and the laws of that State shall govern the validity and interpretation hereof and the Parties' performance hereunder. 8. AMENDMENTS. This Agreement sets forth the entire understanding between the Parties with respect to the subject matter of this Agreement. Any modifications must be in the form of a written amendment agreed to by both Parties. 9. REMEDIES FOR BREACH. Any default in the performance of any terms or conditions of this Agreement, by either party, shall constitute a breach of this Agreement. The non-defaulting party shall provide thirty (30) day written notification to cure each and every breach identified in the notification. In the event that the defaulting party fails to cure its default within such period of time, the non-defaulting party shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at IE w, in equity, or under this Agreement. The failure of a party to object to any default in the performance of the terms and conditions of this Agreement shall not constitute a waiver of either that term or condition or any other term or condition of this Agreement. Any dispute as to the existence of a material breach, the acceptability of a cure for each alleged breach, or the appropriate remedy for each and every material breach of this Agreement shall be resolved by mediation and/or arbitration by a mediator/arbitrator agreeable to both Parties. Arbitration of disputes as to material breach of this Agreement shall be final and binding as the exclusive remedy for enforcement of the rights and responsibilities of all Parties. 10. BINDING EFFECT AND NONASSIGNABILITY. This Agreement and all the terms, covenants, conditions, and agreements herein contained shall be binding upon and inure to the benefit of the Parties hereto and their respective successors. This Agreement shall not be assignable by either Party. 11. TERMINATION. Either party may terminate this Agreement, at will, with 60 days prior written notice to the other party. /// MonteVista JtUse 6/19/12 25L-7 IN WITNESS WHEREOF, this Agreement has been duly approved by both District and City. The "District" The "City" Santa Ana Unified School District, City of Santa Ana a political subdivision of the State of California A Charter City Dated: Dated: By: By: Joe Dixon Paul M. Walters Assistant Superintendent City Manager Facilities & Governmental Relations Attest: By: Michael P. Bishop, Sr. Assoc. Superintendent Business Services Approved as to Form By: Philip J. Henderson Attorney, Orbach Huff & Suarez MonteVista JtUse 6/19/12 By: Maria D. Huizar Clerk of the Council Approved as to Form: Sonia R. Carvalho, City Attorney By: 25L-8 Laura Sheedy Assistant City Attorney Exhibit "A" Joint Use Property • Two basketball courts; • The baseball/softball field MonteVista mse 6/19/12 25L-9 „d„ 1181 HX3 N=Jdd d-z(v Gu 1 `}NlllfdJ AW, N G N 7 N )•' IL Y CC N W V cc '13 d13 ; 31NoW ? 25L-10 j.v ilTDd3 I NV V38V s i Isn 1NIOf : REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JULY 2, 2012 TITLE: CONDITIONAL USE PERMIT NO. 2012-08 TO ALLOW THE AFTER HOURS OPERATION AT A NEW 7-ELEVEN AT 1441 WEST MACARTHUR BOULEVARD - BARRY HAMMOND, APPLICANT 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 Receive and file the staff report approving Conditional Use Permit No. 2012-08 as conditioned. PLANNING COMMISSION ACTION On June 11, 2012, the Planning Commission adopted a resolution approving Conditional Use Permit No. 2012-08 as conditioned by a vote of 5:0 (Gartner and Turner absent) to allow the 24- hour operation at a new 7-Eleven convenience store located at 1441 West MacArthur Boulevard in the General Commercial (C2) zoning district. The Planning Commission made no changes to the recommended conditions of approval outlined in the attached staff report (Exhibit A). FISCAL IMPACT There is no fiscal impact associated with this action. Jay M. Trevi o Executive Director Planning & Building Agency AP:rb ap\reports\CUP12-08 7-Eleven after hours.cc Exhibit: A. Planning Commission Staff Report 31A-1 31A-2 REQUEST FOR Planning Commission Action PLANNING COMMISSION MEETING DATE: JUNE 11, 2012 TITLE: PUBLIC HEARING - FILED BY BARRY HAMMOND FOR CONDITIONAL USE PERMIT NO. 2012-08 TO ALLOW THE AFTER HOURS OPERATION AT A NEW 7-ELEVEN AT 1441 WEST MACARTHUR BOULEVARD Prepared by . Ali Pezeshkpour PLANNING COMMISSION SECRETARY APPROVED ? As Recommended L) As Amended G7 Set Public Hearing For DENIED Q Applicant's Request L] Staff Recommendation CONTINUED TO 1 Executive Director Plannin anager RECOMMENDED ACTION Adopt a resolution approving Conditional Use Permit No. 2012-08 as conditioned. Reguest of Applicant Barry Hammond, on behalf of 7-Eleven Stores, Inc., is requesting approval of a conditional use permit to allow the 24-hour operation at a proposed 7-Eleven convenience store at 1441 West MacArthur Boulevard. Retail establishments less than 20,000 square feet in size and that operate between 12:00 midnight and 5:00 a.m. require a conditional use permit pursuant to Section 41- 365.5 of the Santa Ana Municipal Code (SAMC). Prolect Location and Site Description The proposed location of the 7-Eleven is within an existing tenant suite in the small commercial center at the northeast corner of MacArthur Boulevard and Plaza Drive. The tenant suite is 2,496 square feet in size and is currently vacant. The center has a total of 117 parking spaces. The site is surrounded by commercial uses to the east and south, and residential uses to the north and west (Exhibits 1 and 2). Protect Description 7-Eleven, Inc. operates multiple convenience store locations In Santa Ana; it does not currently operate at the proposed location. The establishment proposes to obtain an after hours conditional use permit to operate 24 hours a day. The project seeks to carry out tenant improvements typically associated with the opening of a convenience store. The store will have multiple shelves and cold case displays, and the cash registers will be located towards the front of the store, visible from the street. The sale of alcohol is not proposed as part of this project (Exhibits 3 and 4). EXHIBIT A 31A-3 Conditional Use Permit No. 2012-08 June 11, 2012 Page 2 Due to the fact that applications for after hours operations are heard by the Planning Commission, a separate public hearing took place with the Zoning Administrator to consider the concurrent request to allow a Type 20 ABC license. On May 22, 2012, the Zoning Administrator denied the applicant's request for Conditional Use Permit No. 2012-07 to allow the proposed ABC license Project Backaround 7-Eleven Stores, Inc. is a globally-recognized convenience store chain. The company operates approximately one dozen stores in Santa Ana, which range in size from 2,400 to 3,000 square feet. These stores offer a full range of items typically found at a convenience store, as well as a large prepared food and beverage section. The company operates as a franchise, and the proposed store at 1441 West MacArthur Boulevard would be this operator's first location in Santa Ana. In 2008, Amendment Application No. 2008-02, General Plan Amendment (GPA) No. 2008-01, and Variance No. 2008-03 were approved for the site to allow for the construction of two new retail buildings and the remodeling of an existing structure. The project was completed in 2010. General Plan and Zonina Consistency The General Plan land use designation for the site is General Commercial (GC). Such land use designations are designed to provide retail-oriented uses along the City's commercial corridors, and to accommodate major development activity. Specifically, the proposed 24-hour operation is consistent with multiple policies of the Land Use and Economic Development Elements of the General Plan. These include: Land Use Element Policy 2.9, which supports developments that create a safe and attractive business environment; Economic Development Element Policy 4.5, which encourages making land use decisions not based purely on fiscal considerations; and Land Use Element Policies 5.1 and 5.5, which encourage projects that are compatible with surrounding land uses and that do not have the potential to negatively impact quality of life. Further details are provided in the Project Analysis and Findings of Fact sections. The parcel is located within the General Commercial (C-2) zoning district. General Commercial zones allow for retail and service uses such as 7-Eleven stores, making the proposed use consistent with the zoning code. Project Analysis Conditional use permit requests are governed by Section 41-638 of the SAMC. Conditional use permits may be granted when it can be shown that the following can be established: • That the proposed use will provide a service or facility which will contribute to the general well being of the neighborhood or community. 31A-4 Conditional Use Permit No. 2012-08 June 11, 2012 Page 3 • That the proposed use will not, under the circumstances of the particular case, be detrimental to the health, safety, or general welfare of persons residing or working in the vicinity. • That the proposed use adversely will not affect the present economic stability or future economic development of properties surrounding the area. • That the proposed use will comply with the regulations and conditions specified in Chapter 41 for such use. • That the proposed use will not adversely affect the General Plan of the city or any specific plan applicable to the area of the proposed use. If these findings can be made, then it is appropriate to grant the conditional use permit. Conversely, the inability to make these findings would result in a denial. Using this information staff has prepared the following analysis, which, in turn forms the basis for the recommendation contained in this report. In analyzing the conditional use permit request, staff believes that the following findings of fact warrant approval of the conditional use permit. The proposed 24-hour operation at the site will provide a service or facility which will contribute to the general well being of the neighborhood or community. Approving an after hours conditional use permit at the site will provide an additional convenience to the community by allowing patrons the ability to purchase a variety of store items at hours that are convenient for a broad range of customers. The CUP license will not negatively affect the surrounding community as conditions of approval have been included to reduce potential impacts and avoid the potential for an attractive nuisance being established. By offering extended hours of operation, 7-Eleven can better serve the community by providing added convenience and a one-stop shopping experience. • The proposed 24-hour operation will not be detrimental to the health, safety, or general welfare of persons residing or working in the vicinity. The Police Department has determined that the proposed market is located in an area that is average in police-related incidents and is located within Reporting District No. 130, which ranks 30th out of 102 citywide districts in total number of police-related incidents. The addition of after hours operations at the site will not be detrimental to persons residing and working in the area as the use, as conditioned, will not create any negative or adverse impacts. 7-Eleven is an established convenience store chain with established policies and procedures, including an employee training program focused on security, which will ensure that the potential for increased calls for service to the site will be kept at a minimum. • The proposed use will not adversely affect the present economic stability or future economic development of properties surrounding the area. The approval of this application would support Policy 4.5 of the Economic Development Element of the General Plan. This policy encourages 31A-5 Conditional Use Permit No. 2012-08 June 11, 2012 Page 4 making land use decisions based not on purely fiscal considerations and stresses the importance of the qualitative implications that are associated with new uses. The approval of 24-hour operation for the retail establishment at this location will positively influence the present and future economic stability of the property by further diversifying the products and services offered within the store and area in general. Further, this will allow 7-Eleven to remain competitive with similar uses in the area which offer similar goods found in convenience stores. The proposed after hours conditional use permit will be in compliance with all applicable conditions of Chapter 41 of the Santa Ana Municipal Code regarding establishments that operate on a 24-hour basis. Conditions of approval have been added to ensure the project remains in compliance with all applicable codes and regulations related to 24-hour operations to ensure that the use does not impact neighboring properties or create an attractive nuisance. The proposed project will not adversely affect the General Plan. Retail establishments and 24- hour operations are permitted within the General Commercial (GC) General Plan land use designation. The project is consistent with Goals 2 and 5 of the Land Use Element of the City's General Plan which promote land uses that enhance the City's economic and fiscal viability and that mitigate any potential impacts crimes such as loitering, disturbing the peace, graffiti and other crimes that impact surrounding businesses and residential neighborhoods. The granting of this application is also consistent with Policies 5.1 and 5.5 of the Land Use Element of the General Plan, which encourage projects that are compatible with surrounding land uses. The project's proximity to multi-family residential properties to the north is mitigated by a 6-foot-high block wall, a secured gate, and the absence of parking at the rear of the store that would abut neighboring residences. Police Department Analysis The Police Department reviews conditional use permit (CUP) applications for after hours operations and for the sale of alcoholic beverages based on studies that show a strong correlation between the availability of alcohol and increased crime. It has been determined that the project's location at 1441 West MacArthur Boulevard is in an area with average police incidents, ranking 30th out of 102 citywide districts in total number of police-related incidents. Concerns from the site's proximity to multi-family residential developments and with nuisances that could result from after hours operations have been mitigated through the conditions of approval and the development standards of the site, including a separating block wall, a secured gate, and the absence of parking at the rear of the store that would abut neighboring residences. Due to the presence of these mitigating factors, the Police Department recommends approval of CUP No. 2012-08. 31A-6 Conditional Use Permit No. 2012-08 June 11, 2012 Page 5 Public Notification The project site is not located within an established Neighborhood Association boundary. However, the presidents of the South Coast and Republic Homes neighborhood associations were notified by mail 10 days prior to this public hearing. In addition, staff from the City's Neighborhood Improvement Division contacted the presidents to ensure that the presidents were notified of the project and to see if there were any areas of concern. No areas of concern were identified by either Neighborhood Association president, nor was there a request that the applicant present the project to a meeting of members. The project site itself was posted with a notice advertising this public hearing, a notice was published in the Orange County Reporter and mailed notices were sent to all property owners within 500 feet of the project site. At the time of this printing, no correspondence, either written or electronic, had been received from any members of the public. CEQA Compliance In accordance with the California Environmental Quality Act the recommended action is exempt from further review per Section 15061(b)(3), which is a general rule exemption applying to projects that have no possibility of having a significant impact on the environment. Categorical Exemption Environmental Review No. 2012-16 will be filed for this project. Conclusion Based on the analysis provided within this report, staff recommends that the Planning Commission approve Conditional Use Permit No. 2012-08, as conditioned. Ali Pezeshkpour Planning Intern Verny Carvajal Senior Planner AP:jm ap%reportslCUP12-08 7-Eleven after hours.pc Attachments: Exhibit 1 - Vicinity Map Exhibit 2 - Zoning Map Exhibit 3 - Site Plan Exhibit 4 - Floor Plan 31A-7 & so- 46 ??RIv {P'R'D D 11 II 1? A11?T( Al ICI Al Al I Al {.I Al f f) Al SD-SI SD•51 M A 1 r 5D-6 Z W LRf SDA SD-4 R1 fli R1 PRD FHD H M 1s1 'Al PPD_ SO-4 \\ RI-PRO 1 tl II 1 RI-PRO i, it I -,I r?r` ?i LRiT $D-44 I I I ? I L? I II II I,1 I7 I .-___•I ? \-/' 11 I?, III. .... SUNFLOWER f I t y 0 t c o s t i m e z. RI T RI R C1 (I Rl gi ijJl n Rl i A . a7 5 R4 RDPnD '? RI y C4 O I Ml ,il MI ; Ml SD-5 C4 i / R2-PRD C4 PROJECT SITE, R4 C2 .- _..... r. C2 J0 1 N 1 cc SD-49 CR CD 5D- 4s AVE. Al GENf WAG 0JLTLFALt O2 CCFAM6Y,7A1JMDWAL RI 8NG EFAMILYF4BDMAL -8 PAMNGMODIRCA110N GC 0(r/Bt8lENTC8fM FQ TAOFAMLYRESONCE C-9A C0YAMHUAL9JUMIAAJN M1 LIGFMKDUSTIiAL R1 MUL1IF1EDR431YMLILTIR.E C7 WAMLINTY0.Y,4iS AL M2 F&WINDUStRAL FAMILYFESDB4CE C14D CX7W WAM8;UWMUffiN iSIRCT MO MUTAF fC PMAI10NS M 9JDJF8WAM MfMi'S C2 L LCXM4AW4CtA.L O OPENSACE FE FESDB4RAL PSTATE C3 CRM ALW8t4Eb5 P FFU"MONAL a) MRCDMOFIAB4T CSA O3d7R4L9JyF?ARIIS MUAGE KD RANNWCOMMUNTYDEL9-OW.Wr S, 9WFICRAN CR FIAt4NM& MNGCDM Fib RM1NWfMD9MALOLYfl0MlW C5 ARTERAL(7pRUARY CUP 12-08 7-ELEVEN AFTER HOURS A 1441 WEST MACARTHUR BOULEVARD J _ 5W FEET ,000 FLEET P L A N N I N G A N D B U _I . L0 1 N G A G E N C Y EXHIBIT 1 VICINITY MAP 31A-8 M U L T F A M I L Y R E S I D E N C E C M E C I A L E- M U L T I w U-j F A M I L Y R E S I D E N C E L T I M.F,R. M U F A M I L Y R E S I D E N C E v w O Project Si te roFx MACARTHUR BOULEVARD M U L T I O F A M I L Y F- R E S I D E N C E COMMERCIAL `r' Q N co Q a CUP 12-08 7-ELEVEN AFTER HOURS 1441 WEST MACARTHUR BOULEVARD ?r P L A N N I N G A N D B U I L D I N G A G E N C Y LAND USE MAP EXHIBIT 2 31A-9 I I ;a .. , ncx-IS.iI , ® auV ow 10[26 v0 'YNY VINYS `u* 5 Jill ae ?taw.amw A8?1878?L E ` r I 1 r ' fit ' if ! life q _ O Lp i t ? 1 1 ki 7 ? 1 - I I I ` I S a ? ; I I - 1 t ? 2.1•R a EEI O I I ? I 'n t , I 1 ? s p18¢t ? 1111E t I .n. ? - s [] r EMAT- x Dr W • =IVD'VNV Az I I_L-i--] I t 1 lunhu b. r? 1W ROH - 06/11/12 RESOLUTION NO. 2012-05 A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF SANTA ANA APPROVING CONDITIONAL USE PERMIT NO. 2012-08 TO ALLOW THE AFTER-HOURS OPERATION AT A NEW 7-ELEVEN AT 1441 WEST MACARTHUR BOULEVARD BE IT RESOLVED BY THE PLANNING COMMISSION OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The Planning Commission of the City of Santa Ana hereby finds, determines and declares as follows: A. Applicant is requesting approval of Conditional Use Permit No. 2012-08 to operate a new 7-Eleven 24 hours a day on the property located at 1441 West MacArthur Boulevard. B. Santa Ana Municipal Code Section 41-365.5 requires a conditional use permit for retail establishments less than 20,000 square feet in size that operate between 12:00 midnight and 5:00 a.m. C. On June 11, 2012, the Planning Commission held a duly noticed public hearing on Conditional Use Permit No. 2012-08. D. The Planning Commission determines that the following findings, which must be established in order to grant this Conditional Use Permit pursuant to Santa Ana Municipal Code Section 41-638, have been established for Conditional Use Permit No. 2012-08 to allow for after hours operation: 1. Will the proposed use provide a service or facility which will contribute to the general well being of the neighborhood or the community? The proposed 24-hour operation at the site will provide a service or facility which will contribute to the general well being of the neighborhood or community. Approving an after hours conditional use permit at the site will provide an additional convenience to the community by allowing patrons the ability to purchase a variety of store items at hours that are convenient for a broad range of customers. The CUP license will not negatively affect the surrounding community as conditions of approval have been included to reduce Resolution No. 2012-05 Page 1 of 7 31 A-12 potential impacts and avoid the potential for an attractive nuisance being established. By offering extended hours of operation, 7-Eleven can better serve the community by providing added convenience and a one-stop shopping experience. 2. Will the proposed use under the circumstances of the particular case be detrimental to the health, safety, or general welfare of persons residing or working in the vicinity? The proposed 24-hour operation will not be detrimental to the health, safety, or general welfare of persons residing or working in the vicinity. The Police Department has determined that the proposed market is located in an area that is average in police-related incidents and is located within Reporting District No. 130, which ranks 30th out of 102 citywide districts in total number of police-related incidents. The addition of after hours operations at the site will not be detrimental to persons residing and working in the area as the use, as conditioned, will not create any negative or adverse impacts. 7-Eleven is an established convenience store chain with established policies and procedures, including an employee training program focused on security, which will ensure that the potential for increased calls for service to the site will be kept at a minimum. 3. Will the proposed use adversely affect the present economic stability or future economic development of properties surrounding the area? The proposed use will not adversely affect the present economic stability or future economic development of properties surrounding the area. The approval of this application would support Policy 4.5 of the Economic Development Element of the General Plan. This policy encourages making land use decisions based not on purely fiscal considerations and stresses the importance of the qualitative implications that are associated with new uses. The approval of 24-hour operation for the retail establishment at this location will positively influence the present and future economic stability of the property by further diversifying the products and services offered within the store and area in general. Further, this will allow 7-Eleven to remain competitive with similar uses in Resolution No. 2012-05 Page 2 of 7 31 A-13 the area which offer similar goods found in convenience stores. 4. Will the proposed use comply with the regulations and conditions specified in Chapter 41 for such use? The proposed after hours conditional use permit will be in compliance with all applicable conditions of Chapter 41 of the Santa Ana Municipal Code regarding establishments that operate on a 24-hour basis. Conditions of approval have been added to ensure the project remains in compliance with all applicable codes and regulations related to 24-hour operations to ensure that the use does not impact neighboring properties or create an attractive nuisance. 5. Will the proposed use adversely affect the General Plan or any specific plan of the City? The proposed project will not adversely affect the General Plan. Retail establishments and 24-hour operations are permitted within the General Commercial (GC) General Plan land use designation. The project is consistent with Goals 2 and 5 of the Land Use Element of the City's General Plan which promote land uses that enhance the City's economic and fiscal viability and that mitigate any potential impacts crimes such as loitering, disturbing the peace, graffiti and other crimes that impact surrounding businesses and residential neighborhoods. The granting of this application is also consistent with Policies 5.1 and 5.5 of the Land Use Element of the General Plan, which encourage projects that are compatible with surrounding land uses. The project's proximity to multi-family residential properties to the north is mitigated by a 6- foot-high block wall, a secured gate, and the absence of parking at the rear of the store that would abut neighboring residences. E. In accordance with the California Environmental Quality Act the recommended action is exempt from further review per Section 15061(b)(3), which is a general rule exemption applying to projects that have no possibility of having a significant impact on the environment. Categorical Exemption Environmental Review No. 2012-16 will be filed for this project. Resolution No. 2012-05 Page 3 of 7 31A-14 Section 2. The Planning Commission of the City of Santa Ana after conducting the public hearing hereby approves Conditional Use Permit No. 2012- 08 as conditioned in Exhibit A attached hereto and incorporated as though fully set forth herein. This decision is based upon the evidence submitted at the abovesaid hearing, which includes but is not limited to: the Request for Planning Commission Action dated June 11, 2012 and exhibits attached thereto; and the public testimony, all of which are incorporated herein by this reference. ADOPTED this 11th day of June 2012 by the following vote: AYES: Commissioners: Acosta, Alderete, Mill, Nalle, Yrarrazaval (5) NOES: Commissioners: None (0) ABSENT: Commissioners: Gartner, Turner (2) ABSTENTIONS: Commissioners: None (0) Eric Alderete Chairman APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: Ryan O. Hodge Assistant City Attorney CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARTHA RAMIREZ, Secretary of the Planning Commission, do hereby attest to and certify the attached Resolution No. 2012-05 to be the original resolution adopted by the Planning Commission of the City of Santa Ana on June 11. 2012. Date: Secretary of the Planning Commission City of Santa Ana Resolution No. 2012-05 Page 4 of 7 31 A-15 Conditions for Approval of Conditional Use Permit No. 2012-08 Conditional Use Permit No. 2012-08 is approved subject to compliance, to the reasonable satisfaction of the Planning Manager, with all applicable sections of the Santa Ana Municipal Code, the California Administrative Code, the California Building Standards Code and all other applicable regulations. The applicant must comply in full with each and every condition listed below rp for to exercising the rights conferred by this conditional use permit. The applicant must remain in compliance with all conditions listed below throughout the life of the conditional use permit. Failure to comply with each and every condition may result in the revocation of the conditional use permit. A. Planning Division All proposed site improvements must conform to the Site Plan Review approval of DP No. 2012-05. 2. Any amendment to this conditional use permit must be submitted to the Planning Division and Police Department for review. At that time, staff will determine if administrative relief is available or the conditional use permit must be amended. B. Police Department The applicant shall provide the Police Department with a security plan for store operations which will mitigate exterior attractive nuisances associated with the late night operations. The security plan is to be approved by the Police Department. 2. The applicant shall be responsible for maintaining the premises free of graffiti. All graffiti shall be removed within 24 hours of occurrence. 3. Cash register must be visible from the street at all times and shall not be obstructed at any time by temporary or permanent signage. 4. Window displays must be kept to a minimum for maximum visibility and shall not exceed 25 percent of window coverage. Windows shall be kept clear of any advertising materials between three and six feet in height. 5. Window displays and racks must be kept to a maximum height of three feet including merchandise and cannot obstruct the cashiers view to the outside. EXHIBIT A Resolution No. 2012-05 Page 1 of 3 Page 5 of 7 31 A-16 6. A timed-access cash controller or a money drop safe capable of easily providing the cashier the ability to quickly deposit money into it must be installed. 7. Install a silent armed robbery alarm. 8. There shall be no coin-operated games maintained on the premises at any time. 9. All pay telephones shall be located inside the premises. 10. The petitioner(s) shall be responsible for maintaining the premises free of litter. 11. The Conditional Use Permit shall be reviewed at ninety days, six months, at one year and then annually thereafter by the Police Department for any modification to the conditions of approval. 12. "No Loitering/Trespass" signs/placards shall be posted in the parking lot. The posted signs must conform to Penal Code Section 602. 13. Provide a Closed Circuit Television System approved by the Police Department and capable of viewing and recording events inside the premises with a resolution which will clearly identify individuals for later identification as follows: a. A minimum of one color camera at each cash register that views the front of a customer, from the waist to the top of the head. b. A minimum of one color camera that views the full length side of a customer at the cash register area. c. A color camera recorder capable of recording events on all cameras simultaneously. d. A tape or disc storage library of recorded cameras kept for a minimum of 60 days. e. If video tape is used, tapes cannot be taped over more than six times. f. An audio recording component that will record sounds occurring at the customer counter. g. Cameras are to cover the southern and western parking lots. EXHIBIT A Page 2 of 3 Resolution No. 2012-05 Page 6 of 7 31 A-17 14. Clearly distinguishable height markers shall be installed on the inside door jamb of all doors used by the public to access the store. Horizontal marks, one-inch wide by three inch long, in different colors, and in a contrasting color to the background, shall be placed every six inches beginning at five feet and ending at six feet six inches. EXHIBIT A Page 3 of 3 Resolution No. 2012-05 Page 7 of 7 31 A-18 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JULY 2, 2012 TITLE: WORKFORCE INVESTMENT ACT TITLE I SUB-GRANT FOR PROGRAM YEAR 2012-2013 (?A? ITY 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 Adopt a resolution authorizing the City Manager or designee to execute all necessary documents for the Workforce Investment Act sub-grant with the State of California, Workforce Investment Division for the amount of $1,416,092. DISCUSSION The Workforce Investment Act (WIA) of 1998 provides funds to Local Workforce Investment Areas (LWIA) to operate job-training programs for adults, dislocated workers and youth who meet specific criteria as outlined in the Act. The City of Santa Ana was designated as a LWIA and administrative entity on January 28, 2000, by the State Workforce Investment Board. Santa Ana has received WIA funds to operate job-training programs since July 1, 2000. A new sub-grant agreement is required at the beginning of each program year in order to receive the new WIA funds as they are allocated by the State. Upon submission of this sub-grant agreement, the City will be eligible to receive $1,416,092 in WIA Youth funds for PY 2012-13. The City will also be eligible to receive $1,372,608 in WIA Adult funds and $901,162 in WIA Dislocated Worker funds for PY 2012-13 through a unilateral modification by the State of California. FISCAL IMPACT Monies have been appropriated in the FY 2012-2013 budget. '-ha'yl W- t'V &ioa-"-? Nancy T. E ards Interim Exe tive Director Community Development Agency NTE/DS/kg Exhibit: 1. Resolution 2. Sub-grant Agreement 55A-1 55A-2 les: 5/19/11 RESOLUTION NO. 2012- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE ALL NECESSARY DOCUMENTS FOR THE WORKFORCE INVESTMENT ACT SUB-GRANT WITH THE STATE OF CALIFORNIA, WORKFORCE INVESTMENT DIVISION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. The Workforce Investment Act (WIA) of 1998 provides funds to Local Workforce Investment Areas (LWIA) to operate job-training programs permissible under the Act for adults, dislocated workers and youth meeting specific criteria set forth in the Act. B. On January 28, 2000, the City of Santa Ana was designated as a LWIA and an administrative entity by the State Workforce Investment Board. The City of Santa Ana has received WIA funds to operate job-training programs since July 1, 2000. C. A new sub-grant is required at the beginning of each fiscal year in order to avoid the commingling of funds from the previous year. Submittal of this sub- grant is the first step in the process enabling the City of Santa Ana to receive WIA funds as they are allocated by the State of California for fiscal year 2012- 2013 D. Submittal of the sub-grant agreement will enable the City to be eligible to receive $1,416,092.00 in WIA Youth Funds for program year 2012-2013. The City will also be eligible to receive funding in the amount of $1,372,608.00 for the Adult Program and $901,162.00 for the Dislocated Worker Program through a unilateral modification from the State of California. E. The sub-grant and other related documents from the State of California must be reviewed and executed by the City of Santa Ana in order to receive said funding. EXHIBIT 1 55A-3 Resolution No. 2011-XXX Page 1 of 2 Section 2. The City Council of the City of Santa Ana hereby authorizes the City Manager or his designee to execute all necessary documents related to the sub- grant with the State of California, Workforce Investment Division. Section 3. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this day of , 2012. Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia Carvalho, City Attorney By: Lisa E. Storck Assistant City Attorney AYES: Councilmembers: NOES: Councilmembers: ABSTAIN: Councilmembers: NOT PRESENT: Councilmembers: CERTIFICATION OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of Council, do hereby attest to and certify the attached Resolution No. 2012 to be the original resolution adopted by the City Council of the City of Santa Ana on , 2012. Date: Clerk of Council City of Santa Ana 55A-4 Resolution No. 2011-XXX Page 2 of 2 WIA SUBGRANT AGREEMENT SANTA ANA WORK CENTER REGISTW..'ION NO: K386318 MODIFICATION NO: NEW SUBGRANTEE CODE: SAN SUBGRANTOR: State of California SUBGRANTEE: SANTA ANA WORK CENTER Employment Development Dept, 20 CIVIC CENTER PLAZA, M-31 Workforce Services Division I SANTA ANA CA 92701 P.O. Box 826880, MIC 69 l Sacramento, CA 94280-0001 GOVERNMENTAL ENTITY: YES This Subgrant Agreement is entered into by and between the State of California, Employment Development Department, hereinafter the Subgrantor, and the SANTA ANA WORK CENTER , hereinafter the Subgrantee. The Subgrantee agrees to operate a program in accordance with the provisions of this Subgrant and to have an approved WIA Local Plan for the above named Subgrantor filed with the Subgrantor pursuant to the Workforce Investment Act (WIA). This modificaton consists of this sheet and those of the following exhibits, which are attached hereto and by this reference made a part hereof: Funding Detail Chart General Provisions and standards of Conduct Title I-Y (WIA TITLE I YOUTH FORMULA) Exhibit AA, pages 1 through 1 Exhibit BB, pages 1 through 14 Exhibit DD, pages 1 through 1 ALLOCATION(S): PRIOR AMOUNT: $0.00 The Subgrantor agrees to reimburse the Subgrantee INCREASE/DECREASE: $1,416,092.00 / not to exceed the amount listed hereinafter "TOTAL": TOTAL: $1,416,092.00V/ TERI-IS OF AGREEMENT: Terms of Exhibits are as From 04/01/2012 to 06/30/2014 designated on each exhibit PURPOSE; To initiate the Program Year (PY) 2012-13 WIA subgrant and incorporate WIA Youth formula funding under grant code 301.Term of these funds are from 04-01-12 to 06-30-14. APPROVED FOR SUBGRANTOR (EDD) (By Signature) ( APPROVED FOR SUBGRANTEE (By Signature) Name and Title Name and Title MICHAEL EVASHENK CHIEF WORKFORCE SERVICES DIVISION I hereby certify that to my knowledge, the budgeted This Agreement does not fall within the meaning of section funds are available for the period and purpose of 10295 of Chapter 2 of Part 2 of Division 2 of the Public expenditures as stated herein: Contract Code of the State of California and pursuant to 58 OPS Cal. Atty. Gen. 586, is exempt from review or approval of the Dept. of General Services and the Dept. of Finance: Signature of EDD Accounting Officer - I Signature of EDD Contract Officer Budget item: 7100 Fund: 0869 Budgetary Attachment: YES chapter 000 Statutes: 2011 FY: 11/12 EXHIBIT 2 PPS 55A-5 SUBGRANTEE NAME: SANTA ANA WORK CENTER WIA SUBGRANT AGREEMENT FUNDING DETAIL SHEET 1. ALLOCATION Exhibit AA Page 1 of 1 SUBGRANT NO: X386318 MODIFICATION NO: NEW PRIOR I I i ADJUSTED FUNDING SOURCE I AMOUNT I INCREASE I DECREASE I ALLOCATION TITLE I-Y: YOUTH I I I I 96102 WIA TITLE I YOUTH FORMULA (301) $0.00 I $1,416,092.00 , - $0.00 I $1,416,092.00 : 04/01/2012 to 06/30/2014 Prog/Element 61/ 00 Ref 101 Fed Catlg 417259 I TOTAL TITLE I-Y I I I $0.00 I I I $1,416,092.00 I I I $0.00 I $1,416,092.00 I GRAND TOTAL: I I $0.00 I I $1,416,092.00 I 1 $0.00 ( $1,416,092.00 I All references are to the Workforce Investment Act of 1998, Title I, unless otherwise noted. For modifications purposes only. All other terms and conditions of this exhibit not included herein remain unchanged. 55A-6 EXHIBIT COVER SHEET SUBGRANT NO: X386318 EXHIBIT DD MODIFICATION NO: 00 Page 1 OF 1 SUBGRANTEE> SANTA ANA WORK CENTER FUNDING SOURCE: WIA TITLE I YOUTH FORMULA 301 TERM OF THESE FUNDS: 04/01/2012 TO: 06/30/2014 ------------------------------------------------------------------------------- Use of funds added by this modification is limited to this period and additionally limited by the recapture provisions applicable to this funding source. The state may at its discretion recapture funds obligated under this exhibit, if expenditure plans are not being met. ------------------------------------------------------------------------------- PROGRAM NARRATIVE The purpose of this action is to initiate this Local Workforce Investment Area's (LWIA) new Program Year (PY) 2012-13 Workforce Investment Act (WIA) Title I aubgrant agreement and to incorporate WIA Youth formula funding into Grant Code (GC) 301. The amount in GC 301 represents this LWIA's entire youth formula allocation for PY 2012-13. The term dates for these funds is April 1, 2012 to June 30, 2014. The LWIA will operate the WIA program in accordance with the approved Workforce Investment Plan on file in the Workforce Services Division of the Employment Development Department, P.O. Box 826880, MIC 50, Sacramento, CA 92480-0001. ------------------- - --------- ---- - ------- ---------------------------------------------- This exhibit adds to and does not replace the terms and conditions of any other exhibit included in this agreement which terms and conditions remain in full force and effect. --------------------------------------------------------------------------- ---- WIA (3/2000) 55A-7 WIA SUBGRANT AGREEMENT Subgranteer SANTA ANA WORK CENTER Exhibit BB Page 1 of 14 SUBGRANT N0: X386318 MODIFICATION NO: NEW 1. Compliance In performance of this subgrant agreement, Subgrantee will fully comply with: a). The provisions of the Workforce Investment Act (WIA) and all regulations, legislation, directives, policies, procedures and amendments issued pursuant thereto. b). All State legislation and regulations to the extent permitted by federal law and all policies, directives and/or procedures, which implement the WIA. c). The provisions of Public Law 107-288, Jobs for Veterans Act, as the law applies to Department of Labor (DOL) job training programs d). Subgrantee will ensure diligence in managing programs under this subgrant agreement, including performing appropriate monitoring activities and taking prompt corrective action against known violations of the WIA. Subgrantee agrees to conform to the provisions of the WIA and the contract requirements as referenced in 29 CFR Part 95, Appendix A and 29 CFR, Part 97.36(1)(1-13). This subgrant agreement contains the entire agreement of the parties and supersedes all negotiations, verbal or otherwise and any other agreement between the parties hereto. This subgrant agreement is not intended to and will not be construed to create the relationship of agent, servant, employee, partnership, joint venture or association between the Subgrantor and the Subgrantee. Subgrantee represents and warrants it is free to enter into and fully perform this subgrant agreement. 2. Certification/Assurances Except as otherwise indicated, the following certifications apply to all Subgrantee's. a). Corporate Registration: The Subgrantee, if it is a corporation, certifies it is registered with the Secretary of State of the State of California. b). The Subgrantee agrees to comply with the Americans with Disabilities Act (ADA) of 1990, which, prohibits discrimination on the basis of disability, As well as all applicable regulations and guidelines issued pursuant to ADA. (42 U.S.C.12101 et seq. c). Sectarian Activities: The Subgrantee certifies that this subgrant agreement does not provide for the advancement or aid to any religious sect, church or creed, or sectarian purpose nor does it help to support or sustain any school, college, university, hospital or other institution controlled by any religious creed, church, or sectarian denomination whatsoever, as specified by Article XVI, Section 5, of the Constitution, regarding separation of church and state. d). National Labor Relations Board: The Subgrantee (if not a public entity), by signing this subgrant agreement, does swear under penalty of perjury, that no more than one final unappeasable finding of contempt of court by a federal court has been issued against the Subgrantee within the immediately preceding two-year period because of Subgrantee's failure to comply with an order of a federal court, which orders the Subgrantee to comply with an order of the National Labor Relations Board (PCC10296). e). Prior Findings: Subgrantee, by signing this subgrant agreement, does swear under penalty of perjury, that it has not failed to satisfy any major condition in a current or previous subgrant agreement with the DOL or the State of California and has not failed to satisfy conditions relating to the resolution of a final finding and determination, including repayment of debts. f). Drug-Free Workplace certification: By signing this subgrant agreement the Subgrantee hereby certifies under penalty of perjury under the laws of the State of California that the Subgrantee will comply with the requirements of the Drug-Free Workplace Act of 1990 and will provide a drug-free workplace by taking the following actions; (1). Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations. (2). Establish a Drug-Free Awareness Program as required to inform employees about: - the dangers of drug abuse in the workplace; - the person's or organization-a policy of maintaining a drug-free workplace; any available counseling, rehabilitation and employee assistance programs; and, penalties that may be imposed upon employees for drug abuse violations. (3). Every employee who works on this subgrant agreement will: receive a copy of the company's drug-free policy statement; and, agree to abide by the.terms of the company's statement as a condition of employment on the subgrant/contract. g). Child Support Compliance Act: In accordance with the Child Support Compliance Act, the 55A-8 WIA SUBGRANT AGREEMENT Subgrantee: SANTA ANA WORK CENTER Exhibit BB Page 2 of 14 SUBGRANT NO: X386318 MODIFICATION N0: NEW Subgrantee recognizes and acknowledges: (1). The importance of child and family support obligations and shall fully comply with applicable state and federal laws relating to child and family support enforcement, including, but not limited to, disclosure of information and compliance with earnings assignment orders, as provided in Chapter 8 (commencing with Section 5200) of Part 5 of Division 9 of the Family Code; and that to the best of its knowledge is fully complying with the earnings assignment orders of all employees and is providing the names of all new employees to the New Employee Registry maintained by the California Employment Development Department (EDD). h). Debarment and Suspension Certification: By signing this subgrant agreement, the Subgrantee hereby certifies under penalty of perjury under the laws of the State of California that the Subgrantee will comply with regulations implementing Executive Order 12549, Debarment and Suspension, 29 CPR Part 98.510, that the prospective participant (i,e., grantee), to the best of its knowledge and belief, that it and its principals: (1). Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency. (2). Have not within a three-year period preceding this subgrant agreement been convicted of or had a civil judgement rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state or local) transaction or contract under a public transaction, violation of federal or state antitrust statutes, or commission of embezzlement, theft, forgery, bribery, falsification, or destruction of records, making false statements, or receiving stolen property. (3). Are not presently indicted for or otherwise criminally or civilly charged by a government entity (federal, state or local) with commission of any of the offenses enumerated in Section 2 of this certification. (4). Have not within a three year period preceding this subgrant agreement had one or more public transactions (federal, state or local) terminated for cause of default. Where the Subgrantee is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this agreement. i). Lobbying Restrictions: By signing this subgrant agreement the Subgrantee hereby assures and certifies to the lobbying restrictions which are codified in the DOL regulations at 29 CPR Part 93. (1). No federal appropriated funds have been paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress, in connection with this federal contract, grant loan, or cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. (2). If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, and officer or employee of Congress, or an employee of a Member of Congress, in connection with this subgrant agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying" in accordance with its instructions. (3). The undersigned shall require that the language of the lobbying restrictions be included in the award documents for subgrant agreement transactions over $10D,000 (per OMB) at all tiers (including subgrant agreements, contracts and subcontracts, under grants, loan, or cooperative agreements), and that all aubrecipients shall certify and disclose accordingly. (4). This certification is a material representation of fact upon which reliance is placed when this transaction is executed. Submission of the Lobbying Certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, and U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each failure. j). Priority Hiring Considerations: If this subgrant includes services in excess of $200,000, the Subgrantee shall give priority consideration in filling vacancies in positions funded by the subgrant to qualified recipients of aid under Welfare and Institutions Section Code 11200 in accordance with Public Contract Code 10353. k). Sweatfree Code of Conduct: 1). All Subgranteea contracting for the procurement or laundering of apparel, garments or corresponding accessories, or the procurement of equipment, materials, or supplies, other 55A-9 WIA SUBGRANT AGREEMENT Subgrantee: SANTA ANA WORK CENTER Exhibit BB Page 3 of 14 SUBGRANT NO: K306318 MODIFICATION NO: NEW than procurement related to a public works contract, declare under penalty of perjury that no apparel, garments or corresponding accessories, equipment, or supplies furnished to the state pursuant to the contract have been laundered or produced in whole or in part by sweatshop labor, forced labor, convict labor, indentured labor under penal sanction, abusive forms of child labor or exploitation of children in sweatshop labor, or with the benefit of sweatshop labor, forced labor, convict labor, indentured labor under penal sanction, abusive forms of child labor or exploitation of children in sweatshop labor. The Subgrantee further declares under penalty of perjury that they adhere to the Sweatfree Code of conduct as set forth on the California Department of Industrial Relations website located at www.dir.ca.gov, and Public Contract Code Section 6108. 2). The Subgrantee agrees to cooperate fully in providing reasonable access to the subgrantees' records, documents, agents or employees, or premises if reasonably required by authorized officials of the Subgrantor, the Department of Industrial Relations, or the Department of Justice to determine the subgrantees' compliance with the requirements under paragraph a of the Sweatfree Code of Conduct. 1). Unenforceable Provisioni in the event that any provision of this subgrant agreement is unenforceable or held to be unenforceable, then the parties agree that all other provisions of this subgrant agreement have force and effect and shall not be affected hereby. m). Nondiscrimination Clause 1). The conduct of the parties to this subgrant agreement will be in accordance with Title VI of the Civil Rights Act of 1964, and the Rules and Regulations promulgated there under and the provisions of W1A, Section 188, (a). As a condition to the award of financial assistance from the Department of Labor under Title I of WIA, the grant applicant assures that it will comply fully with the nondiscrimination and equal opportunity provisions of the following laws: Section 188 of the Workforce Investment Act of 1998 (WIA), which prohibits discrimination against all individuals in the United States on the basis of race, color, religion, sex, national origin, age, disability, political affiliation or belief, and against beneficiaries on the basis of either citizenship/status as a lawfully admitted immigrant authorized to work in the United states or participation in any WIA Title I - financially assisted program or activity; Title VI of the Civil Rights Act of 1964, as amended, which prohibits discrimination on the basis of race, color, and national origin; Section 504 of the Rehabilitation Act of 1973, as amended, which prohibits discrimination against qualified individuals with disabilities; The Age Discrimination Act of 1975, as amended, which prohibits discrimination on the basis of age; and Title lx of the Education Amendments of 1972, as amended, which prohibits discrimination on the basis of sex in educational programs. The grant applicant also assures that it will comply with 29 CPR part 37 and all other regulations implementing the laws listed above. This assurance applies to the grant applicant's operation of the WIA Title 1-financially assisted program or activity, and to all agreements that grant applicant makes to carry out the WIA Title I-financially assisted program or activity. The grant applicant understands that the United States has the right to seek judicial enforcement of this assurance. (b). This Subgrantee shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under the subgrant agreement. (c). This Subgrantee agrees to conform to nondiscrimination provisions of the WIA and other federal nondiscrimination requirements referenced in 29 CFR, Part 37. n). Indemnification: 1). The following provision applies only if the Subgrantee is a governmental entity: Pursuant to the provision of Section 895.4 of the California Government Code, each party agrees to indemnify and hold the other party harmless from all liability for damage to persons or property arising out of or resulting from acts or omissions of the indemnifying party. 2). The following provision applies only if the Subgrantee is a non-governmental entity: The Subgrantee agrees to the extent permitted by law, to indemnify, defend and save harmless the Subgrantor, its officers, agents and employees from any and all claims and 55A-10 WIA SUBGRANT AGRES14ENT Subgrantee: SANTA ANA WORK CENTER Exhibit BB Page 4 of 14 SUBGRANT NO: K386318 MODIFICATION NO: NEW losses accruing or resulting to any and all contractors, subcontractors, materials persons, laborers and any other persons, firms or corporations, furnishing or supplying work, services, materials, or supplies in connection with the performance of this agreement, and from any and all claims and losses accruing or resulting to any persons, firms or corporations which may be injured or damaged by the Subgrantee in the performance of this subgrant agreement. Failure to comply with all requirements of the certifications in Section 2 may result in suspension of payment under this subgrant agreement or termination of this subgrant agreement or both, and the Subgrantee may be ineligible for award of future state subgrant agreements/contracts if the department determines that any of the following has occurred: (1) false information on the certifications, or (2) violation of the terms of the certifications by failing to carry out the requirements as noted above. o). Salary and Bonus Limitations: In compliance with Public Law 109-234, none of the funds appropriated in Public Law 109-149 or prior Acts under the heading "Employment and Training" that are available for expenditure on or after June 15, 2006, shall be used by a recipient or subrecipient of such funds to pay the salary and bonuses of an individual, either as direct costs or indirect costs, at a rate in excess of Executive Level II, except as provided for under section 101 of Public Law 109-149. This limitation shall not apply to vendors providing goods and services as defined in 0:43 Circular A-133. Where States are recipients of such funds, States may establish a lower limit for salaries and bonuses of those receiving salaries and bonuses from subrecipients of such funds, taking into account factors including the relative cost-of-living in the States, the compensation levels for programs involved including Employment and Training Administration programs. See Training and Employment Guidance Letter number 5-06 for further clarification. The incurrence of costs and receiving reimbursement for these costs under this award certifies that your organization has read the above special condition and is in compliance. p), clean Air and Water Act: For subgrants in excess of $100,000, compliance with all applicable standards, orders, or requirements issued under Section 306 of the Clean Air Act (42 U.S.C. 1857 (h}); Section . 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the U.S. Environmental Protection Agency regulations (40 CFR 15, revised as of July 1, 1989). 3. Standards of Conduct The following standards apply to all Subgranteea. a). General Assurance: Every reasonable course of action will be taken by the Subgrantee in order to maintain the integrity of this expenditure of public funds and to avoid favoritism and questionable or improper conduct. This subgrant agreement will be administered in an impartial manner, free from efforts to gain personal, financial or political gain. Subgrantee agrees to conform to the nondiscrimination requirements as referenced in WIA, Section 188. b). Avoidance of Conflict of Economic Interest: An executive or employee of the Subgrantee, an elected official in the area or a member of the. Local Board, will not solicit or accept money or any other consideration from a third person, for the performance of an act reimbursed in whole or part by the Subgrantee or Subgrantor: Supplies, materials, equipment or services purchased with subgrant agreement funds will be used solely for purposes allowed under this aubgrant agreement. No member of the Local Board will cast a vote on the provision of services by that member (or any organization, which that member represents) or vote on any matter which would provide direct financial benefit to that member (or immediate family of the member) or any business or organization which the member directly represents. 4. Coordination Subgrantee will, to the maximum extent feasible, coordinate all programs and activities supported under this part with other programs under the WIA, including the Wagner-geyser Act, Title 38 of the United States Code, and other employment and training programs at the state and local level. Subgrantee will consult with the appropriate labor organizations and/or employer representatives in the design, operation or modification of the programs under this subgrant agreement. 5. Subcontracting a). Any of the work or services specified in this subgrant agreement which will be performed by other than by the Subgrantee will be evidenced by a written agreement specifying the terms and conditions of such performance. b). The Subgrantee will maintain and adhere to an appropriate system, consistent with federal, 55A-11 WIA SUBGRANT AGREEMENT Subgrantee: SANTA ANA WORK CENTER. Exhibit BB Page 5 of 14 SUBGRANT NO: K386318 MODIFICATION NO: NEW state and local law, for the award and monitoring of contracts which contain acceptable standards for insuring accountability. c). The system for awarding contracts will contain safeguards to insure that the Subgrantee does not contract with any entity whose officers have been convicted of fraud or misappropriation of funds within the last two years. 6. Insurance Except for city and county governmental entities, Subgrantees must provide the Subgrantor evidence of the coverage specified in a, b, c and d below. The evidence of coverage shall include the registration number of the subgrant agreement for identification purposes. a). Subgrantee will obtain a fidelity bond in an amount of not less than , prior to the receipt of funds under this subgrant agreement. If the bond is canceled or reduced, Subgrantee will immediately so notify the Subgrantor. In the event the bond is canceled or revised, the Subgrantor will make no further disbursements until it is assured that adequate coverage has been obtained. b). Subgrantee will provide general liability insurance with a combined limit of $1,000,000 or public liability and property damage coverage with a combined limit of not less than $1,000,000. c). Subgrantee will provide broad form automobile liability coverage with limits as set forth in (b) above, which applies to both owned/leased and non-owned automobiles used by the Subgrantee or its agents in performance of this subgrant agreement, or, in the event that the Subgrantee will not utilize owned/leased automobiles but intends to require employees, trainees or other agents to utilize their own automobiles in performance of this subgrant agreement, Subgrantee will secure and maintain on file from all such employees, trainees or agents a self-certification of automobile insurance coverage. d). Subgrantee will provide workers Compensation Insurance, which complies with provisions of the California Labor Code, covering all employees of the Subgrantee and all participants enrolled in work experience programs. Medical and Accident insurance will be carried for those participants not qualifying as "employee" (Section 3350, et seq. of the California Labor Code) for Workers Compensation. e). The Subgrantor will be named as "Certificate Holder" of policies secured in compliance with paragraphs a-d above and will be provided certificates of insurance or insurance company "binders" prior to any disbursement of funds under this subgrant agreement, verifying the insurance requirements have been complied with. The coverage noted in b and a above must contain the following clauses: (1). Insurance coverage will not be canceled or changed unless 30 days prior to the effective date of cancellation or change written notice is sent by the Subgrantee to: Employment Development Department WIA - Financial Management Unit P.O. Box 826880, MIC 69 Sacramento, CA 94280-0001 (2). State of California, its officers, agents, employees and servants are included as additional insured, but only insofar as the operations under this subgrant agreement are concerned. (3). The State of California is not responsible for payment of premiums or assessments on this policy 7. Resolution A county, city, district or other local public body must provide the state with a copy of a resolution, order, motion, or ordinance of the local governing body which by law has authority to enter into an agreement, authorizing execution of this subgrant agreement. Preferably resolutions should authorize a designated position rather than a named individual. 8. Funding It is mutually understood between the parties that this subgrant agreement may have been written before ascertaining the availability of congressional and legislative appropriation of funds, for the mutual benefit of both parties, in order to avoid program and fiscal delays which would occur if the subgrant agreement was executed after that determination was made. This subgrant agreement is valid and enforceable only if (1) sufficient funds are made available by the State Budget Act of the appropriate state fiscal years covered by this subgrant agreement for the purposes of this program and; (2) sufficient funds available to the state by the United States Government for the fiscal years covered by this subgrant agreement for the purposes of this program. In addition, this subgrant agreement is subject to any additional restrictions, limitations, or conditions enacted by the Congress and Legislature or any statue enacted by the 55A-12 WIA SUBGRANT AGREEMENT Subgrantee: SANTA ANA WORK CENTER Exhibit BB Page 6 of 14 SUBGRANT NO: K386318 MODIFICATION NO: NEW Congress and Legislature which may affect the provisions, terms, or funding of this subgrant agreement in any manner. a). At the expiration of the terms of this subgrant agreement or upon termination prior to the expiration of this subgrant agreement, funds not obligated for the purpose of this subgrant agreement will be immediately remitted to the Subgrantor, and no longer available to the Subgrantee. b). The Subgrantor retains the right to suspend financial assistance, in whole or in part, to protect the integrity of the funds or to ensure proper operation of the program, providing the Subgrantee is given prompt notice and the opportunity for an informal review of the Subgrantor's decision. The Chief Deputy Director or his designee will perform this informal review and will issue the final administrative decision within 60 days of receiving the written request for review. Failure on the part of the Subgrantee or a Subcontractor of the Subgrantee to comply with the provisions of this subgrant agreement, or with the WIA or regulations, when such failure involves fraud or misappropriation of funds, may result in immediate withholding of funds. c). The local Chief Elected Official (CEO) of a unit of general local government designated as a Local Workforce Investment Area (LWIA) shall be liable to the EDD for all funds not expended in accordance with WIA, and shall return to the EDD all of those funds. If there is more than one unit of general local government in a LWIA, the CEO(s) will be the individual(s) designated under an agreement executed by the CEO(s) of the local units of government. The CEO(s) designated under the agreement shall be liable to the EDD for all funds not expended in accordance with the WIA, and shall return to the EDD all of those funds. 9. Accounting and Cash Management a). Subgrantee will comply with controls, record keeping and fund accounting procedure requirements of WIA, federal and state regulations and directives to ensure the proper disbursal of, and accounting for, program funds paid to the Subgrantee and disbursed by the Subgrantee, under this subgrant agreement. b). Subgrantee will submit requests for cash to coincide with immediate cash needs and assure that no excess cash is on deposit in their accounts or the accounts of any sub-contracting service provider in accordance with procedures established by the Subgrantor. Failure to adhere to these provisions may result in suspending cash draw down privileges and providing funds through a reimbursement process, c). The Subgrantor retains the authority to adjust specific amounts of cash requested if the Subgrantor's records and subsequent verification with the Subgrantee indicate that the Subgrantee has an excessive amount of cash in its account. d). Income (including interest income) generated as a result of the receipt of WIA activities, will be utilized in accordance with policy and procedures established by the Subgrantor. Subgrantee will account for any such generated income separately. e). Subgrantee shall not be required to maintain a separate bank account but shall separately account for WIA funds on deposit. All funding under this subgrant agreement, will be made by check or wire transfer payable to the Subgrantee for deposit in Subgrantee's bank account or city and county governmental bank accounts, To provide for the necessary and proper interral controls, funds should be withdrawn and disbursed by no less than two representatives of the Subgrantee. The Subgrantor will have a lien upon any balance of WIA funds in these accounts, which will take priority over all other liens or claims. 10. Amendments This subgrant agreement may be unilaterally modified by the Subgrantor under the following circumstances: a). There is an increase or decrease in federal or state funding levels. b). A modification to the Subgrant is required in order to implement an adjustment to a Subgrantee's plan. C). Funds awarded to the Subgrantee have not been expended in accordance with the schedule included in the approved Subgrantee's plan. After consultation with the Subgrantee, the Subgrantor has determined that funds will not be spent in a timely manner, and such funds are for that reason to the extent permitted by and in a manner consistent with state and federal law, regulations and policies, reverting to the Subgrantor. d). There is a change in state and federal law or regulation requiring a change in the provisions of this subgrant agreement. e). An amendment is required to change the Subgrantees' name as listed on this subgrant agreement. Upon receipt of legal documentation of the name change the state will process the amendment. Payment of invoices presented with a new name cannot be paid prior to 55A-13 WIA SUBGRANT AGREEMENT Subgrantee: SANTA ANA WORK CENTER Exhibit BB Page 7 of 14 SUBGRANT NO: K386318 MODIFICATION NO: NEW approval of said amendment. Except as provided above, this subgrant agreement may be amended only in writing by the mutual agreement of both parties. 11. Reporting Subgrantee will compile and submit reports of activities, expenditures, statue of cash and closeout information by the specified dates as prescribed by the Subgrantor. All expenditure reports must be submitted upon the accrual basis of accounting. Failure to adhere to the reporting requirements of this agreement will result in funds not being released. 12. Termination This eubgrant agreement may be terminated in whole or in part for either of the two following circumstances: a). Termination for Convenience - Either the Subgrantor or the Subgrantee may request a termination, in whole or in part, for convenience. The Subgrantee will give a ninety- (90) calendar-day advance notice in writing to the Subgrantor. The Subgrantor will give a ninety (90) calendar-day advance notice in writing to the Subgrantee. b). Termination for Cause - The subgrantor may terminate this eubgrant agreement in whole or in part when it has determined that the Subgrantee has substantially violated a specific provision of the WIA regulations or implementing state legislation and corrective action has not been taken. (1). All notices of termination must be in writing and be delivered personally or by deposit in the U. S. Mail, postage prepaid, "Certified Mail-Return Receipt Requested", and will be deemed to have been given at the time of personal delivery or of the date of postmark by the U. S. Postal Service. Notices to the Subgrantee will be addressed to: Notices to the Subgrantor will be addressed to: Employment Development Department workforce Services Division Financial Management Unit P.O. Box 826880, MIC 69 Sacramento, CA 94280-0001 13. Records a). it participants are served under this subgrant agreement, the Subgrantee will establish a participant data system as prescribed by the Subgrantor. b), Subgrantee will retain all records pertinent to this subgrant agreement for a period of three years from the date of final payment of this subgrant agreement. If, at the end of three years, there is litigation or an audit involving those records, the Subgrantee will retain the records until the resolution of such litigation or audit. Refer to 29 CFR, Part 97.42(b)(2) or 29 CFR, Part 95.53(b)(1). C). The Subgrantor and/or the U. S. DOL, or their designee (refer to 29 CFR, Part 95.48(d) or 29 CFR Part 97.36(i)(10)) will have access to and right to examine, monitor and audit all records, documente, conditions and activities related to programs funded by this eubgrant agreement. For purposes of this section, "access to" means that the Subgrantee shall at all times maintain within the State of California a complete set of records and documents related to programs funded by this agreement. The Subgrantee shall comply with this requirement regardless of whether it ceases to operate or maintain a presence within the State of California before the expiration of the eubgrant. Subgrantee's performance under the terms and conditions herein specified will be subject to an evaluation by the Subgrantor of the adequacy of the services performed, timeliness of response and a general impression of the competency of the firm and its staff. 14. Audits a). The Subgrantee will maintain and make available to auditors, at all levels, accounting and program records including supporting source documentation and cooperate with all auditors. All governmental and non-profit organizations must follow the audit requirements of OMB (single audit or program-specific audit requirement) Circular A-133 (29 CFR 97.26 and 29 CFR 95.26). 55A-14 WIA SUBGRANT AGREEMENT Subgrantee: SANTA ANA WORK CENTER Exhibit BB Page 8 of 14 SUBGRANT N0: K386318 MODIFICATION NO: NEW b). The Subgrantee and/or auditors performing monitoring or audits of the Subgrantee or its sub-contracting service providers will immediately report to the Subgrantor any incidents: of fraud, abuse or other criminal activity in relation to this subgrant agreement, the WIA, or its regulations. 15. Disallowed Costs Except to the extent that the state determines it will assume liability, the Subgrantee will be liable for and will repay, to the Subgrantor, any amounts expended under this subgrant agreement found not to be in accordance with WIA including, but not limited to, disallowed costs. Such repayment will be from funds (Non-Federal), other than those received under the WIA. 16. Conflicts a). Subgrantee will cooperate in the resolution of any conflict with the U. S. DOL that may occur from the activities funded under this agreement. b). In the event of a dispute between the Subgrantor and the Subgrantee over any part of this subgrant agreement, the dispute may be submitted to non-binding arbitration upon the consent of both the Subgrantor and the Subgrantee. An election for arbitration pursuant to this provision will not preclude either party from pursuing any remedy for relief otherwise available. 17. Grievances and Complaint System Subgrantee will establish and maintain a grievance and complaint procedure in compliance with the WIA, federal regulations and state statues, regulations and policy. 18. Property All property, whether finished or unfinished documents, data, studies and reports prepared or purchased by the Subgrantee under this subgrant agreement, will be disposed of in accordance with the direction of the Subgrantor. In addition, any tools and/or equipment furnished to the Subgrantee by the Subgrantor and/or purchased by the Subgrantee with funds pursuant to this subgrant agreement will be limited to use within the activities outlined in this subgrant agreement and will remain the property of the United States Government and/or the Subgrantor. upon termination of this subgrant agreement, Subgrantee will immediately return such tools and/or equipment to the Subgrantor or dispose of them in accordance with the direction of the Subgrantor. 19. Intellectual Property Provisions a). Federal Funding In any subgrant funded in whole or in part by the federal government, subgrantor may acquire and maintain the Intellectual Property rights, title, and ownership, which result directly or indirectly from the subgrant, except as provided in 37 Code of Federal Regulations part 401.14. However, pursuant to 29 CFR section 97.34 the federal government shall have a royalty-free, non-exclusive, irrevocable, paid-up license throughout the world to use, duplicate, or dispose of such Intellectual Property throughout the world in any manner for governmental purposes and to have and permit others to do so. b). Ownership (i). Except where Subgrantor has agreed in a signed writing to accept a license, Subgrantor shall be and remain, without additional compensation, the sole owner of any and all rights, title and interest in all intellectual property, from the moment of creation, whether or not jointly conceived, that are made, conceived, derived from, or reduced to practice by Subgrantee or Subgrantor and which result directly or indirectly from this subgrant agreement. (2). For the purposes of this subgrant agreement, Intellectual Property means recognized protectable rights and interest such as: patents, (whether or not issued) copyrights, trademarks, service marks, applications for any of the foregoing, inventions, trade secrets, trade dress, logos, insignia, color combinations, slogans, moral rights, right of publicity, author's rights, contract and licensing rights, works, mask works, industrial design rights, rights of priority, know how, design flows, methodologies, devices, business processes, developments, innovations, good will, any data or information maintained, collected or stored in the ordinary course of business by Subgrantor, and all other legal rights protecting intangible proprietary information as may exist now and/or hereafter come into existence, and all renewals and extensions, regardless of whether those rights arise under the laws of the United States, or any other state, country or jurisdiction. (a). For the purposes of the definition of Intellectual Property, "works" means all literary works, writings and printed matter including the medium by which they 55A-15 WIA SUBGRANT AGREEMENT Subgrantee: SANTA ANA WORK CENTER Exhibit Ba Page 9 of 14 SUBGRANT NO: K386318 MODIFICATION NO: NEW are recorded or reproduced, photographs, art work, pictorial and graphic representations and works of a similar nature, film, motion pictures, digital images, animation cells, and other audiovisual works including positives and negatives thereof, sound recordings, tapes, educational materials, interactive videos, computer software and any other materials or products created, produced, conceptualized and fixed in a tangible medium of expression. It includes preliminary and final products and any materials and information developed for the purposes of producing those final products. "Works" does not include articles submitted to peer review or reference journals or independent research projects. (3). In the performance of this subgrant agreement, Subgrantee may exercise and utilize certain of its Intellectual Property in existence prior to the effective date of th.'.s subgrant agreement. In addition, under this subgrant agreement, Subgrantee may acceiis and utilize certain of Subgrantor's intellectual property in existence prior to the effective date of this subgrant agreement. Except as otherwise set forth herein, Subgrantee shall. not use any of Subgrantor's Intellectual Property now existing or hereafter existing for any purposes without the prior written permission of Subgrantor. Except as otherwise set forth herein, neither the Subgrantee nor Subgrantor shall give any ownership interest in or rights to its Intellectual Property to the other Party. If, during the term of this subgrant agreement, Subgrantee accesses any third-party Intellectual Property that is licensed to Suhgrantor. Subgrantee agrees to abide by all license and confidentiality restrictions applicable to Subgrantor in the third-party's license agreement. (4). Subgrantee agrees to cooperate with Subgrantor in establishing or maintaining Subgrantor's exclusive rights in the Intellectual Property, and in assuring Subgrantor's sole rights against third parties with respect to the Intellectual Property. If the Subgrantee enters into any agreements or subcontracts with other parties in order to perform this subgrant agreement, Subgrantee shall require the terms of the agreement(s) to include all Intellectual Property provisions of paragraph nineteen a) through nineteen i). Such terms must include, but are not limited to, the subcontractor assigning and agreeing to assign to Subgrantor all rights, title and interest in Intellectual Property made, conceived, derived from, or reduced to practice by the subcontractor, subgrantee or subgrantor and which result directly or indirectly from this subgrant agreement or any subcontract. (5). Pursuant to paragraph nineteen (b) (4) of the intellectual Property Provisions in Exhibit BE to this subgrant agreement, the requirement for the Subgrantee to include all intellectual Property Provisions of paragraph nineteen a) through nineteen i) of the Intellectual Property Provisions in all agreements and subcontracts it enters into with other parties does not apply to subgrant agreements or subcontracts that are for customized and on-the-job training as authorized under 20 CFR 663.700-730. (6). Subgrantee further agrees to assist and cooperate with Subgrantor in all reasonable respects, and execute all documents and, subject to reasonable availability, give testimony and take all further acts reasonably necessary to acquire, transfer, maintain, and enforce Subgrantor's Intellectual Property rights and interests. c). Retained Rights / License Rights (1). Except for Intellectual Property made, conceived, derived from, or reduced to practice by Subgrantee or Subgrantor and which result directly or indirectly from this subgrant agreement, Subgrantee shall retain title to all of its Intellectual Property to the extent such intellectual Property is in existence prior to the effective date of this subgrant agreement. Subgrantee hereby grants to Subgrantor, without additional compensation, a permanent, non-exclusive, royalty free, paid-up, worldwide, irrevocable, perpetual, non-terminable license to use, reproduce, manufacture, sell, offer to sell, import, export, modify, publicly and privately display/perform, distribute, and dispose of Subgrantee'a Intellectual Property with the right to sublicense through multiple layers, for any purpose whatsoever, to the extent it is incorporated in the Intellectual Property resulting from this aubgrant, unless Subgrantee assigns all rights, title and interest in the intellectual Property as set forth herein. (2). Nothing in this provision shall restrict, limit, or otherwise prevent Subgrantee from using any ideas, concepts, know-how, methodology or techniques related to its performance under this subgrant agreement, provided that Subgrantee's use does not infringe the patent, copyright, trademark rights, license or other intellectual Property rights of Subgrantor or third party, or result in a breach or default of any provisions of paragraph nineteen a) through nineteen i) or result in a breach of any provisions of law relating to confidentiality. d). Copyright (1) Subgrantee agrees that for purposes of copyright law, all works (as defined in Ownership, paragraph nineteen (b) (2) (a) of authorship made by or on behalf of 55A-16 WIA SU80RANT AGREEMENT Subgrantee: SANTA ANA WORK CENTER Exhibit BB Page 10 of 14 SUBGRANT NO: X386318 MODIFICATION NO: NEW Subgrantee in connection with Subgrantee's•performance of this subgrant agreement shall be deemed "works made for hire.,,. Subgrantee further agrees that the work of each person utilized by Subgrantee in connection with the performance of this subgrant agreement will be a "work made for hire," whether that person is an employee of Subgrantee or that person has entered into an agreement with Subgrantee to perform the work. Subgrantee shall enter into a written agreement with any such person that: (i) all work performed for Subgrantee shall be deemed a "work made for hire" under the Copyright Act and (ii) that person shall assign all right, title, and interest to Subgrantor to any work product made, conceived, derived from or reduced to practice by Subgrantee or Subgrantor and which result directly or indirectly from this subgrant agreement. Refer to 29 CFR, Part 95, Appendix A 5 or Part 97.34. (2) All materials, including, but not limited to, computer software, visual works or text, reproduced or distributed pursuant to this aubgrant agreement that include Intellectual Property made, conceived, derived from, or reduced to practice by Subgrantee or Subgrantor and which result directly or indirectly from this subgrant agreement may not be reproduced or disseminated without prior written permission from Subgrantor. e). Patent Rights With respect to inventions (refer to 29 CPR, 97.36(1)(8)) made by Subgrantee in the performance of this subgrant agreement, which did not result from research and development specifically included in the Subgrant's scope of work, Subgrantee hereby grants to Subgrantor a license as described under paragraph nineteen c) for devices or material incorporating, or made through the use of such inventions. If such inventions result from research and development work specifically included within the subgrant agreement's scope of work, then Subgrantee agrees to assign to Subgrantor, without addition compensation, all its right, title and interest in and to such inventions and to assist Subgrantor in securing United States and foreign patents with respect thereto. f). Third-Party Intellectual Property Except as provided herein, Subgrantee agrees that its performance of this subgrant agreement shall not be dependent upon or include any Intellectual Property of Subgrantee or third party without first: (i) obtaining Subgrantor's prior written approval; and (ii) granting to or obtaining for Subgrantor's, without additional compensation, a license, as described in paragraph nineteen c), for any of Subgrantee's or third-party's Intellectual Property in existence prior to the effective date of this subgrant agreement. If such a license upon these terms is unattainable, and Subgrantor determines that the intellectual Property should be included in or is required for Subgrantee's performance of this subgrant agreement, Subgrantee shall obtain a license under terms acceptable to Subgrantor. g). Warranties (1). Subgrantee represents and warrants that: (a). It has secured and will secure all rights and licenses necessary for its performance of this subgrant agreement. (b). Neither Subgrantee's performance of this subgrant agreement, nor the exercise by either Party of the rights granted in this subgrant agreement, nor any use, reproduction, manufacture, sale, offer to sell, import, export, modification, public and private display/performance, distribution, and disposition of the intellectual Property made, conceived, derived from, or reduced to practice by Subgrantee or Subgrantor and which result directly or indirectly from this subgrant agreement will infringe upon or violate any Intellectual Property right, non-disclosure obligation, or other proprietary right or interest of any third-party or entity now existing under the laws of, or hereafter existing or issued by, any state, the United States, or any foreign country. There are currently no actual or threatened claims by any such third party based on an alleged violation of any such right by Subgrantee. (c). Neither Subgrantee's performance nor any part of its performance will violate the right of privacy of, or constitute a libel or slander against any person or entity. (d). It has secured and will secure all rights and licenses necessary for intellectual Property including, but not limited to, consents, waivers or releases from all authors. (e). Of music or performances used, and talent (radio, television and motion picture talent), owners of any interest in and to real estate, sites locations, property or props that may be used or shown. (f). It has not granted and shall not grant to any person or entity any right that would or might derogate, encumber, or interfere with any of the rights granted to Subgrantor in this subgrant agreement. 55A-17 WIA SUBGRANT AGREEMENT Subgrantee: SANTA ANA WORK CENTER Exhibit BB Page 11 of 14 SUBGRANT NO: K386318 MODIFICATION NO: NEW (g), It has appropriate systems and controls in place to ensure that state and federal funds will not be used in the performance of this subgrant agreement for the acquisition, operation or maintenance of computer software in violation of copyright laws. (h). It has no knowledge of any outstanding claims, licenses or other charges, liens, or encumbrances of any kind or nature whatsoever that could affect in any way Subgrantee's performance of this subgrant agreement. (2). SUBGRANTOR MAKES NO WARRANTY, THAT THE INTELLECTUAL PROPERTY RESULTING FRO14 THIS SUBGRANT AGREEMENT DOES NOT INFRINGE UPON ANY PATENT, TRADEMARK, COPYRIGHT OR THE LIKE, NOW EXISTING OR SUBSEQUENTLY ISSUED, h). Intellectual Property indemnity (1). Subgrantee shall indemnify, defend and hold harmless Subgrantor and its licensees and assignees, and its officers, directors, employees, agents, representatives, successors, and users of its products, ("Indemnities") from and against all claims, actions, damages, losses, liabilities (or actions or proceedings with respect to any thereof), whether or not rightful, arising from any and all actions or claims by any third party or expenses related thereto (including, but not limited to, all legal expenses, court costs, and attorney's fees incurred in investigating, preparing, serving as a witness in, or defending against, any such claim action, or proceeding, commenced or threatened) to which any of the Indemnities may be subject, whether or not Subgrantee is a party to any pending or threatened litigation, which arise out of or are related to (i) the incorrectness or breach of any of the representations, warranties, covenants or agreements of Subgrantee pertaining to Intellectual Property; or (ii) any Intellectual Property infringement, or any other type of actual or alleged infringement claim, arising out of Subgrantor's use, reproduction, manufacture, sale, offer to sell, distribution, import, export, modification, public and private performance/display, license, and disposition of the Intellectual Property made, conceived, derived from, or reduced to practice by Subgrantee or Subgrantor and which result directly or indirectly from this subgrant agreement. This indemnity obligation shall apply irrespective of whether the infringement claim is based on a patent, trademark or copyright registration that was issued after the effective date of this subgrant agreement. Subgrantor reserves the right to participate in and/or control, at Subgrantee's expense, any such infringement action brought against Subgrantor. (2). Should any Intellectual Property licensed by the Subgrantee to Subgrantor under this subgrant agreement become the subject of an Intellectual Property infringement claim, Subgrantee will exercise its authority reasonably and in good faith to preserve Subgrantor's right to use the licensed Intellectual Property in accordance with this subgrant agreement at no expense to Subgrantor. Subgrantor shall have the right to monitor and appear through its own counsel (at Subgrantee's expense) in any such claim or action. In the defense or settlement of the claim, Subgrantee may obtain the right for Subgrantor to continue using the licensed Intellectual Property or, replace or modify the licensed Intellectual Property so that the replaced or modified Intellectual Property becomes non-infringing provided that such replacement or modification is functionally equivalent to the original licensed Intellectual Property. If such remedies are not reasonably available, Subgrantor may be entitled to a refund of all monies paid under this subgrant agreement, without restriction or limitation of any other rights and remedies available at law or in equity. (3). Subgrantee agrees that damages alone would be inadequate to cbmpensate Subgrantor for breach of any term of these intellectual Property provisions of paragraph nineteen a) through nineteen i) by Subgrantee. Subgrantee acknowledges Subgrantor would suffer irreparable harm in the event of such breach and agrees Subgrantor shall be entitled to obtain equitable relief, including without limitation an injunction, from a court of competent jurisdiction, without restriction or limitation of any other rights and remedies available at law or in equity. i). Survival The provisions set forth herein shall survive any termination or expiration of this subgrant agreement or any project schedule. 20. Confidentiality Requirements The State of California and the Subgrantee will exchange various kinds of information pursuant to this subgrant agreement. That information will include data, applications, program files, and information about specific clients receiving services. These data and information are confidential when they define an individual or an employing unit or when the disclosure is restricted or prohibited by any provision of law. Confidential information requires special precautions to protect it from unauthorized use, access, disclosure, modification, and destruction. The sources of information may include, but are not limited to, the Employment 55A-18 WIA SUBGRANT AGREEMENT Subgrantee: SANTA ANA WORK CENTER Exhibit BB Page 12 of 14 SUBGRANT NO: K386318 N,ODIFICATION NO: NEW Development Department, the California Department of Social Services, the California Department of Education, the California Department of Corrections, the County Welfare Department(s), the County IV-D Directors Office of Child Support, the Office of the District Attorney, the California Department of Mental Health, the California Office of Community Colleges, the Department of Alcohol and Drug Programs, and individuals requesting program services. The Subgrantor and Subgrantee agree that: a). Each party shall keep all confidential information that is exchanged between them in the strictest confidence and'make such information available to their own employees only on a "need-to-know" basis. b). Each party shall provide security sufficient to ensure protection of confidential information from improper use and disclosures, including sufficient administrative, physical, and technical safeguards to protect this information from reasonable unanticipated threats to the security or confidentiality of the information. c). The Subgrantee agrees that information obtained under this subgrant agreement will not be reproduced, published, sold or released in original or in any other form for any purpose other than those specifically identified in this agreement. Aggregate Summaries: All reports and/or publications developed by the Subgrantee based on data obtained under this agreement shall contain confidential data in aggregated or statistical summary form only. "Aggregated" refers to a data ouput that does not allow identification of an individual or employer unit. ii. Publication: Prior to publication, Subgrantee shall carefully analyze aggregated data outputs to ensure the identity of individuals and/or employer units cannot be inferred pursuant to Umemployment Insurance Code section 1094(c). Personal identifiers must be removed. Geographic identifiers should be specified only in large areas and as needed, and variables should be recorded in order to protect confidentiality. iii. Minimum Data Cell Size: The minimum data cell size or derivation thereof shall be three participants for any data table released to outside parties or to the public. d). Each party agrees that no disaggregate data, identifying individuals or employers, shall be released to outside parties or to the public, e). The Subgrantee shall notify Subgrantor's Information Security Office of any actual or attempted information security incidents, within 24 hours of initial detection, by telephone at (916) 654-6231. Information Security Incidents include, but are not limited to, any event (intentional or unintentional), that causes the loss, damage, or destruction, or unauthorized access, use, modification, or disclosure of information assets. The Subgrantee shall cooperate with the Subgrantor in any investigations of security incidents. The system or device affected by an information security incident and containing confidential data obtained in the administration of this program shall be immediately removed from operation upon confidential data exposure or a known security breach. It shall remain removed from operation until correction and mitigation measures are applied. If the Subgrantee learns of a breach in the security of the system which contains confidential data obtained under this Subgrant, then the Subgrantee must provide notification to individuals pursuant to Civil Code section 1798.82. f). The Subgrantee shall provide for the management and control of physical access to information assets (including personal computer systems, computer terminals, mobile computing devices, and various electronic storage media) used in performance of this Subgrant. This shall include, but is not limited to, security measures to physically protect data, systems, and workstations from unauthorized access and malicious activity; the prevention, detection, and suppression of fires; and the prevention, detection, and minimization of water damage. g). At no time will confidential data obtained pursuant to this agreement be placed on a mobile computing device, or on any form of removable electronic storage media of any kind unless the data are fully encrypted. h). Each party shall provide its employees with access to confidential information with written instructions fully disclosing and explaining the penalties for unauthorized use or disclosure of confidential information found in section 1798.55 of the Civil Code, section 502 of the Penal Code, section 2111 of the Unemployment Insurance Code, section 10850 of the Welfare and institutions Code and other applicable local, state and federal laws. i). Each party shall (where it is appropriate) store and process information in electronic format, in such a way that unauthorized persons cannot reasonably retrieve the information by means of a computer, j). Each party shall promptly return to the other party confidential information when its use ends, or destroy the confidential information utilizing an approved method of destroying 55A-19 WIA SUBGRANT AGREEMENT Subgrantee: SANTA ANA WORK CENTER Exhibit BS Page 13 of 14 SUBGRANT NO: K386318 MODIFICATION NO: NEW confidential information: shredding, burning, or certified or witnessed destruction. Magnetic media are to be degaussed or returned to the other party. k). If the Subgrantor or Subgrantee enters into an.agreement with a third party to provide WIA services, the Subgrantor or Subgrantee agrees to include these data and security and confidentiality requirements in the agreement with that third party. In no event shall said information be disclosed to any individual outside of that third party's authorized staff, subcontractor(s), service providers, or employees. 1). The Subgrantee may, in its operation of the One-Stops, permit a One-Stop operator to enter into a subcontract to manage confidential information. This subcontract may allow an individual to register for resume-distribution services at the same time the individual enrolls in CalJOBS. Subgrantee shall ensure that all such subcontracts comply with the intellectual property requirements of paragraph 19 of this Subgrant, the confidentiality requirements of paragraph 20 of this Subgrant and any other terms of this Subgrant that may be applicable. In addition, the following requirements must be included in the subcontracts: (1) All client information submitted over the Internet to the subcontractor's databases must be protected, at a minimum, by 128-bit Secure Socket Layer (SSL) encryption. Clients' social security numbers must be stored in a separate database within the subcontractor's network of servers, and protected by a firewall and a secondary database server firewall or ASS data encryption. If a subcontractor receives client social security numbers or other confidential information in the course of business, for example a resume-distribution service that provides enrollment in Ca1JOBS, social security numbers must be destroyed within two days after the client registers for CaIJOBS. If a subcontractor obtains confidential information as an agent of the subgrantee, the subcontract must specifically state the purpose for the data collection and the term of records retention must be stated, and directly related, to the purpose and use of the information. In accordance wiht 29 Code of Federal Regulations 97.42, social security numbers and other client specific information shall not be retained for more than three years after a client completes services. The subgrantee should extend this period, only if any litigation, claim, negotiation, audit, or other action involving the records has been started before the end of the the three-year retention period. In this case the records should be maintained until completion of the action and resolution of all issues arising iron it, or until the close of the three-year retention period, whichever is later. (29 CFR sec. 97.42 (b)(2).) (2) Client information (personal information that identifies a client such as name and social security number) and/or demographic information of a client (such as wage history, address, and previous employment) shall not be used as a basis for commercial solicitation during the time the client or agency is using the subcontractor's services. Client information and/or demographic information shall not be used for any purposes other than those specific program purposes set forth in the subcontract. (3) A One-stop client must still be given the option to use the One-Stop's services, including CalJOBS, even if he or she chooses not to use any services of the subcontractor. This option shall be prominently, clearly, and immediately communicated to the client upon registration within the One-Stop or for CalJOBS, the subcontractor's resume-distribution services, or any other services subcontractor offers to the client or the One-Stop Operator. (4) The subcontractor must clearly disclose all of its potential and intended uses of the client's personal and/or demographic information for the services the clients seeks anti for any other services the subcontractor offers. The subcontractor shall not use a client's personal and/or demographic information without the client's prior permission. A link to the subcontractor's Privacy Policy shall appear prominently on the registration screens that list the potential and intended uses of the client's personal and/or demographic information. (5) When the Subgrantor modifies State automated systems such as the State Ca1JOBS System, it shall provide reasonable notice of such changes to the Subgrantee. The Subgrantee shall be responsible to communicate such changes to the One-Stop Operator(s) in the local area. m). Each party shall designate an employee who shall be responsible for overall security and confidentiality of its data and information systems and each party shall notify the other of any changes in that designation. As of this date, the following are those individuals: FOR THE SUBGRANTOR Name: Art O'Neal Title: Section Manager Address: P.O. Box 826880, MIC 69 Sacramento, CA 94280-0001 Telephone: (916) 654-9699 55A-20 WIA SUBORANT AGREEMENT Subgrantee: SANTA ANA WORK CENTER Exhibit BB Page 14 of 14 SUBORANT NO: K386318 MODIFICATION NO: NEW Fax: (916) 654-9657 FOR THE SUBORANT£E Name: Title: Telephone: Fax: 21. Signatures This subgrant agreement is of no force and effect until signed by both of the parties hereto. Subgrantee will not commence performance prior to the beginning of this subgrant agreement. Revised October 2007 55A-21 55A-22 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JULY 2, 2012 TITLE: SANTORA BUILDING AD HOC REPORT 1 CITY MANAGER RECOMMENDED ACTION Receive and file. DISCUSSION CLERK OF COUNCIL USE ONLY: APPROVED ? As Recommended ? As Amended ? Ordinance on 1 s' Reading ? Ordinance on 2"' Reading ? Implementing Resolution ? Set Public Hearing For_ CONTINUED TO FILE NUMBER In light of the property owner of the Santora Building considering the sale of the historic building (located at 207 N. Broadway) to a religious institution, supporters of the arts and the Downtown Artists Village attended public meetings of the City Council to protest the sale. Because of the significant investment made by the City in the Downtown Artists Village and the City's support of the arts, Mayor Pulido appointed an ad hoc committee consisting of City Council Members David Benavides, Carlos Bustamante and Michele Martinez to review prior agreements between the owner of the Santora Building, the City and its former Community Redevelopment Agency (CRA). The Ad Hoc Committee met on May 24, 2012 at 3:00 pm. After receiving a report from staff and comments from numerous community members representing the arts and the Artists Village, the Ad Hoc Committee directed staff to prepare this report to Council and to include as attachments the former agreements and easements referenced in the report. Analysis 1. Previous Agreements • Feb. 20, 2001 -Rehabilitation Loan Agreement between CRA and Santora Partners for $450,000 (Exhibit 1). Loan Agreement dated April 27, 2001. Contains use covenant for "art related uses" for 10 years (Section 401 A) and Attachment No. 4 "Use Covenants and Permitted Uses" with 80% of leasable square footage of Santora Building, excluding restaurant area, for art-related uses. 65A-1 Santora Building Ad Hoc Report July 2, 2012 Page 2 • August 29, 2002 - Rehabilitation Loan Agreement between CRA and Memphis Partnership for $10,000 (Exhibit 2) for restaurant improvements. • September 16, 2002 -First Amendment to Rehabilitation Loan Agreement between CRA and Memphis Partnership (loan dated Oct. 9, 2002) for additional $20,000 for "excess rehabilitation costs" (Exhibit 3). Outside consultant (Willdan) monitored construction and progress payments. • April 27, 2011 -Art use covenant expired. • May 31, 2011 - Request for Full Reconveyance was granted. • Purpose of agreements was achieved; loans fostered artists/restaurant uses and activities in Artist's Village, which continues to thrive today. II. Protections Provided by Historic Designation • Listed on both the National Register of Historic Places and the Local Registry - restricts interior changes (Exhibit 4); • Exterior/fagade easements (1982 - Heritage Orange County); (1986 - Santa Ana Historical Society) (Exhibit 5); • Additional interior easements (2) held by Heritage Orange County; restrictive wording for example: "in no way shall office square footage be expanded by the movement of existing partitions between the common open space areas and the current office areas as set forth in Exhibit B" (which is an architectural rendering of the spaces showing square footage, doorways, etc) (Exhibit 6); • Holder of Easements is the enforcer of restrictions. All easements are recorded against the property and run with the land. III. Building Code Issues The Santora Building is structurally sound. Should a change in the use/occupancy of the building arise, the following building codes apply and structural changes may be required. The City will not issue permits contrary to the historical protections provided by the designations and easements. 1. Change of Occupancy: Section 3408.1 of the 2010 CBC states "no change shall be made in the use or occupancy of any building that would place the building in a different division of the same group of occupancies or in a different group of occupancies, unless such building is made to comply with the requirements of this code for such division or group of occupancies." 65A-2 Santora Building Ad Hoc Report July 2, 2012 Page 3 Currently the occupancy groups for the building are M and B. Any future assembly use, including gatherings of persons for purposes such as social or religious functions shall be classified as Assembly Group A-3. If there is a change of occupancy group to an Assembly Group A-3, all the code requirements for A-3 occupancy requirements in the current code will be required to be met. These requirements include: a. Allowable building area and height per Chapter 5 of the CBC; b. Exiting requirements - since the use of the building and the number of occupants will change, a new exiting analysis will be required and additional exits as well as fire-resistive rated assemblies may be required; c. Due to when the existing building was constructed, the existing exits and exit stairways may not comply current CBC standards and may be required to be brought up to current requirements; d. One of the existing exit stairways discharge into a dead end alley way that may not comply current CBC standards and may be required to be brought up to current requirements for exit discharge; e. Plumbing fixture requirements - due to change in occupancy, additional plumbing fixtures may be required based on the current California Plumbing Code. 2. Structural (Seismic): Section 3408.4 of the 2010 CBC states "when a change of occupancy results in a structure being reclassified to a higher occupancy category, the structure shall conform to the seismic requirements for a new structure of the higher occupancy category". If the change in occupancy results in the building be placed in a higher occupancy category as listed in the structural provisions of the 2010 CBC, the seismic load requirements may increase. For example, from a category II to III, the required increase in seismic requirements would be 25 percent, therefore, the building may have to be evaluated for the additional load requirements. 3. Structural (Floor Loads): The current B occupancy may have been designed with a floor load of 50 pounds per square foot (psf), which may not support the assembly or public room requirement of 100 psf. A structural engineer will have to evaluate the existing design for possible increased floor structural loads. 4. Disabled Accessibility: Section 3411.4 of 2010 CBC provides provisions for complete change of occupancies with requirements for disabled accessible path of travel, routes, restrooms and parking. 65A-3 Santora Building Ad Hoc Report July 2, 2012 Page 4 Also, federal ADA requirements will be required to be met. Please note that new 2010 ADA Standards apply to newly constructed and altered State and local government facilities that start construction on or after March 15, 2012. IV. Zoning and Uses • Use as church (community assembly) permitted in Transit Zoning Code on 2nd or upper floors or behind retail; • Parking - onsite not required due to availability in the four parking garages in the Downtown area. V. Economic Impact on Community Management District (CMD) • If the Santora Building is purchased and used by a religious or educational institution, the owner may apply for a property tax exemption. If the property is exempted, the City may lose property taxes and could receive a reduced payment into the CMD fund. VI. Future Considerations • A potential buyer has made an offer on the Santora Building and entered into escrow. The City cannot interfere with the private economic transaction. • The Redevelopment Agency is dissolved; The City no longer has funding for this type of transaction. Private sector can negotiate use covenants. • The City can emphasize importance of arts in upcoming Strategic Plan. • The City remains committed to preserving historic buildings and supporting the arts. FISCAL IMPACT There is no fiscal impact associated with this action. Sonia R. Carvalho City Attorney ?a '-?haln UJA Nancy T. wards Interim Exe utive Director Community Development Agency '72y M. Trevino Executive Director Planning & Building Agency 65A-4 Santora Building Ad Hoc Report July 2, 2012 Page 5 SRC/kg Exhibits 1. Rehabilitation Loan Agreement & Use Covenant, $450,000 2. Rehabilitation Loan Agreement, $10,000 3. First Amendment to Rehabilitation Loan Agreement, $20,000 4. National Register of Historic Places 5. Easements, Heritage Orange County and Santa Ana Historical Society 6. Interior Easement Restriction 65A-5 FREE RECORDING REQUESTED PURSUANT TO GOVERNMENT CODE SECTION 27383 When Recorded Mail to: Community Redevelopment Agency City of Santa Ana 20 Civie Center Plaza P.O. Box 1988 Santa Ana, California 92702 Attention: Executive Director REHABILITATION LOAN AGREEMENT AND USE COVENANT by and between COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA and SANTORA PARTNERS, LLC Dated: W,?,1 l., '2-f1 I-a-p ( 41 Exhibit 1 65A=6 REHABILITATION LOAN AGREEMENT AND USE COVENANT THIS AGREEMENT is entered into as of the ? day of {(1-1 C? 2001 by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA, a public body, corporate and politic (the "Agency") and SANTORA PARTNERS, LLC, a Delaware Limited Liability Company (the "Developer"). RECITALS A. Agency is engaged in implementation of the Redevelopment Plan for the City of Santa Ana Redevelopment Project Area (the "Redevelopment Plan" for the "Project Area") in the City of Santa Ana, California (the "City"). B. Pursuant to the California Community Redevelopment Law and the Redevelopment Plan, Agency is entering into this Agreement in order to obtain substantial rehabilitation of the building in the Project Area, increase employment opportunities within the Project Area, generate additional taxes with which the community can improve and provide an environment for the social, economic and psychological growth and well-being of all citizens. C. Developer has requested assistance from the Agency for rehabilitation of the Santora Building and certain other improvements of the Property. The Agency is authorized to provide assistance pursuant to Health and Safety Code § 33444.5. D. In order to make possible the rehabilitation of the Property, thereby increasing business and employment opportunity in the project area and eliminating blight, Agency is willing to provide financial assistance on behalf of the Developer. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Developer and Agency agree as follows: [§ 1001 DEFINITIONS AND PURPOSE OF AGREEMENT §101 Puipose of this Agreement.` The purpose of tKis Agreement is to effectuate the Redevelopment Plan for the Project Area by providing for the improvement of the Property (the 'Project"). The improvement of the Property pursuant to this Agreement and the fulfillment generally of this Agreement are in the vital and best interests of the City and the health, safety, morals and welfare of its residents and in accordance with the public purposes and provisions of applicable federal, state and local laws and requirements. Implementation of this Agreement will further the goals and objectives of the Redevelopment Plan. §102 Intentionally Omitted. § 103 The Project Area. The Project Area is located in the City, and the exact boundaries of the Project Area are specifically described in the Redevelopment Plan. 65A-7 § 104 The Property. The Property is that portion of the Project Area located at 201-215 North Broadway and generally bounded on the south by Second Street, on the west by Broadway Street, and is more fully described in "Legal Description" of the Property attached hereto as Attachment No. 1 and incorporated herein by reference. The words "Property" and "Site" shall be used interchangeably. The Santora Building (`Building') exists on the Property. .§ 105 Parties to this Agreement A. The Agency. The Agency is a public body, corporate and politic, exercising governmental functions and powers, and organized and existing under the Community Redevelopment Law of the State of California (Health and Safety Code Section 33000 et seg.) The principal office of the Agency is located at 20 Civic Center Plaza, Santa Ana, California, 92702. "Agency," as used in this Agreement, includes the Community Redevelopment Agency of the City of Santa Ana and any assignee of or successor to its rights, powers and responsibilities. B. 'Me Developer. Developer is Santora Partners, LLC, a Delaware Limited Liability Company. The principal address of the Developer is 1200 North Main Street, Suite 900, Santa Ana, CA 92702. Developer acknowledges and warrants that it has legal or equitable fee ownership of the Property. Developer hereby designates Michael Harrah, the Managing Member, as its manager for the Project. §200 THE PROJECT §201 Improvement of the Property A. Scope of Development. Developer agrees to rehabilitate the Property for the purposes of maintaining a quality restaurant.and art related uses therein. Said restaurant shall be operated in accordance with the standards specified in "Restaurant Operational Standards," Attachment No. 2, attached hereto and incorporated hereinYay reference. Developer currently proposes that the restaurant portion of the building will be leased to the Memphis General Partnership ("Memphis"). The Executive Director of the Agency shall not unreasonably withhold approval of amendments to the scope of development in order to facilitate a restaurant and art related uses in the Building of similar character and quality. B. Improvement Plans. Developer shall prepare architectural, site and construction plans, including a schedule for completion (the "Improvement Plans") and submit them to the Agency's Executive Director. Developer shall consult with Memphis regarding the necessary 2 65A-8 construction materials, products and other items needed for the restaurant portion of the Project, which shall be included in the Improvement Plans. The Improvement Plans shall contain the improvements listed in "Interior and Exterior Physical Improvements," Attachment No. 3, attached hereto and incorporated herein by reference. The Improvement Plans shall comply with all applicable state and local laws and regulations, the Redevelopment Plan, and the Scope of Development. Both the restaurant and non-restaurant improvements in Attachment No. 3 shall be completed simultaneously. No construction shall take place except in accordance with the Improvement Plans as approved by the Agency. ' C. Consultants. Developer shall hire a consultant or consultants ("the Consultants"), approved by the Executive Director, to help Developer with the design of the interior and exterior improvements; to maintain the historic character of the Building and area; and to help prepare and process the Improvement Plans. D. The Contractor. The contractor ("Contractor") for the Project must be approved by both the Executive Director of the Agency and Developer. E. Agency Approval of Improvement Plans. The Agency's Executive Director shall have the right of reasonable review of all Improvement Plans and related documents for the development, including any proposed changes therein. The Agency shall approve or disapprove such Improvement Plans, or part thereof, within the time established in the schedule for completion. Such approval shall,not be unreasonably withheld. Any such disapproval shall state in writing the reasons for disapproval. Developer, upon receipt of a notice of disapproval, shall revise such portions of the Improvement Plans in a manner that reasonably satisfies the reasons for disapproval and shall submit such revised portions to the Agency as soon as possible. F. Cost of Rehabilitation. The cost of rehabilitating and/or constructing all improvements for the Project shall be borne by Developer. G. City and Other Governmental Agency Permits. Prior to the commencement of rehabilitation and/or construction of the improvements upon the Site, Developer shall (at its own expense) secure, or cause to be secured, any and all permits, licenses, approvals, exemptions and other authorization which may be required by the City or any other governmental agency affected by such rehabilitation and/or construction. :t H. Rights of Access During Construction. Representatives of the Agency and the City shall have the reasonable right of access to the Property without charges or fees, at normal construction hours during the period of construction for the purposes of this Agreement, including, but not limited to, the inspection of the work being performed in rehabilitating and/or constructing the improvements. I. Ant discrimination During Construction. The Developer, for itself and its successors and assigns, agrees that in the rehabilitation and/or construction of improvements on the 65A-9 Property provided for in this Agreement, the Developer will not discriminate against any employee or applicant for employment because of race, color, creed, religion, sex, marital status, ancestry or national origin. J. Certificate of Completion. Promptly after the completion of all work set forth in this Agreement and in the Improvement Plans, and upon the written request by the Developer, the Agency shall famish Developer with a Certificate of Completion, which shall evidence and determine the satisfactory completion of such work. The Certificate of Completion shall not be withheld or delayed by the Agency unless Developer shall have failed to satisfactorily complete the construction and/or rehabilitation required by this Agreement in substantial compliance with the terms and provisions hereof and the Improvement Plans. Such Certificate of Completion is not a notice of completion as referred to in Section 3093 of the California Civil Code. §300 LOAN OBLIGATION BY AGENCY [§301] Agency Loan Amount. In order to make the development of the Project economically feasible, Agency, subject to the terms and conditions hereinafter set forth, agrees to provide Developer a loan ("Loan's in the principal amount of no more than Four Hundred Fifty Thousand Dollars ($450,000) (the "Maximum Loan Amount"). [§302] Note and Deed of Trust. The Loan shall be evidenced by the Loan Note in the form attached hereto as Attachment No. 5. The Loan shall be secured by the Agency Loan Deed of Trust ("Trust Deed") in the form attached hereto as Attachment No. 6. The Trust Deed shall be subordinate to any and all deeds of trust to secure financing for the purchase or refinancing of the Property, or to provide improvements to the Building, which deeds of trust collectively shall not encumber the Property in excess of Five Million Dollars.($5,000,000.00). [§303] Conditions Precedent for Disbursement of Loan Proceeds. Agency shall be obligated to disburse Loan proceeds only if and when the following conditions have been satisfied: A. Developer shall have duly signed the Loan Note and delivered it to Agency; B. the Trust Deed shall have been recorded in the Official Records of the County; C. Agency approval of the Improvement Plans urs t to Section [201 E] of this Agreement; t loo vN zea???fcb? ?2e v/ ?,?+?,t,d ?_ Vt D . Agency receipt of a copy of a signed lease agreement between Developer and Memphis for the restaurant in the Building, which lease shall contain the operational standards as contained in Attachment No. 2 of this Agreement; E. Developer, or its authorized agent as approved by the Agency, has obtained the 4 65A-10 necessary building permits, licenses, approvals, exemptions and other authorization of governmental agencies required in connection with construction of the Project; and F. the Executive Director shall be satisfied, based on his own inspections or other reliable information, that the development of the Project is progressing satisfactorily in accordance with the Improvement Plans and otherwise in conformance with all laws and other requirements. .[§304] Disbursement Procedures for Loan. A. The Loan proceeds shall be disbursed in the course of construction to pay Project costs as incurred by Developer. The Loan proceeds shall be disbursed on an invoice by invoice basis for the Project. Disbursements shall be made only upon Developer's written request which shall include true and correct copies of invoices for the Project. Disbursement requests shall be submitted no less than ten (10) business days prior to the date of the requested disbursement. B. Agency may make any disbursement by check payable jointly to Developer and Contractor; on a voucher basis; or by any other means reasonably selected by the Executive Director and approved by Developer. [§305] Other Terms and Conditions of Loan. A. The Note shall become immediately due and payable, in the event of any of the following: (1) sale of the Property by Developer within five years of the effective date of this Agreement without the prior written consent of the Executive Director of the Agency; (2) failure to complete the Project, pursuant to the approved Improvement Plans, within 12 months of the effective date of this Agreement; (3) in the event that Memphis should close or otherwise vacate the Building within five years of the effective date of this Agreement, failure to lease or release the restaurant portion of the Building to a restaurant of similar character and quality, as approved 0? the Executive Director, which approval shall not be unreasonably withheld, within nine months of such closure or vacation; (4) violation of any of the use covenants and restrictions contained in section 401 of this Agreement; or (5) an Event of Default by Developer which is not timely cured pursuant section [501 ] of this Agreement. 5 65A-11 B. Upon the Developer successfully fulfilling the terms of this Agreement for exactly ten years after the recordation of the Trust Deed, the Note shall become null and void, and Developer shall not be obligated to the Agency thereunder. [§400] USE AND MAINTENANCE OF THE SITE j§401] Use Covenants and Restrictions. The Developer agrees and covenants as follows, which covenants shall run with the land and bind Developer, its successors, its assign and every successor in interest to the Property: A. that Developer will maintain for a continuous period the art related uses with the standards and limitations more fully described in Attachment No. 4 in the Building for ten years from the date of execution of this Agreement, or the termination of this Agreement, whichever occurs first, for the benefit and in favor of the Agency, its successors and assigns; and B. that Developer will maintain for a continuous period a quality restaurant with the standards and limitations more fully described in Attachment No. 2 in the Building for ten years, or five years but only if Developer can demonstrate to the satisfaction of the Executive Director, which satisfaction shall not be unreasonably withheld, that a quality restaurant is not economically feasible or viable in the Building, from the date of the execution of this Agreement, or the termination of this Agreement, whichever occurs first, for the benefit and in favor of the Agency, its successors and assigns. [§402] Maintenance of the Site. Solely at Developer's expense, Developer agrees, to maintain the Property in a clean and orderly condition and in good condition and repair and keep the Property free from any accumulation of debris and waste materials. If at any time Developer fails to maintain, or cause to be maintained, the Property as required by this section, and said condition is not corrected after the expiration of a reasonable period of time not to exceed thirty (30) days from the date of written notice from the Agency, unless such condition cannot reasonably be cured within thirty (30) days, in which case Developer shall have such additional time as reasonably necessary to complete such cure, the Agency may perform the necessary maintenance and Developer shall pay all reasonable costs incurred for such maintenance. [§403] Obligation to Refrain from Discrimination. Developer covenants and agrees for itself, its successors, its assigns and every successor in interest to the Site or any part thereof, that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, ancestry or national origin in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Site nor shall Developer itself or any person claiming under or through him establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees'of the Property. The foregoing covenants shall run with the land and shall remain in effect for the term of the Agreement. 6 65A-12 [§500) DEFAULTS AND REMEDIES [§501] Event of Default. Failure or delay by either party to perform any term of provision of this Agreement within the time periods provided herein for such performance constitutes a default under the Agreement. If any party defaults in performance of its obligations, covenants or agreements hereunder, the defaulting party shall be entitled to cure the default in accordance with this section. The injured party shall give written notice of default to the party in defaultspecifying the default complained of by the injure Y ? party. Delay in giving such notice shall not constitute a a waiver of any default nor shall it change the time of default. The defaulting party must, Nvithin thirty (30) days following service of said written notice, commence to cure, correct or reviedy such failure or delay and shall complete such cure, correction, or remedy with reasonable diligence. Upon a default by Developer which is not cured within thirty (30) days following service of said notice, unless such default cannot reasonably be cured within thirty (30) days, in which case Developer shall have such additional time as reasonably necessary to complete such cure but no more than ninety (90) days, the Agency shall have the right to terminate this Agreement by delivery of written notice of termination to Developer. [§502] Institution of Legal Actions. In addition to any other rights or remedies, either party may institute legal action to cure, correct or remedy any default to recover damages for any default, or to obtain any other remedy consistent with the purpose of this Agreement. [§503] Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the right and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. [§504] Damages. In the event that the Agency is liable for damages to Developer, such liability shall not exceed costs incurred by the Developer in the performance of this Agreement and shall not extend to compensation for loss of future income, profits or assets; provided, however, Developer's only remedy for any breach of this Agreement by the Agency shall be an action for specific performance of Agency's obligations. [§600] GENERAL PROVISIONS [§601] Conflicts of Interest. No member, official or employee of the Agency shall have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official or employee participate in any decision relating to this Agreement which affects his personal interests or the interests of any,corporation, partnership or association in which he has a direct or indirect financial interest. 65A-13 The Developer warrants that it neither has paid nor given, nor will pay or give, any third party any money or other consideration for obtaining this Agreement. [§602] Nonliability of Agency Officials and Employees. No member, official or employee of the Agency shall be personally liable to the Developer in the event of any default or breach by the Agency or for any amount which may become due to Developer or on any obligations under the terms of this Agreement. [§603] No Assignment. Developer expressly acknowledges and agrees that Agency has only agreed to assist the Developer as a means by which to induce the rehabilitation of the Property. Accordingly, Developer further expressly acknowledges and agrees that this Agreement is a personal right of Developer that is neither negotiable, transferable, nor assignable except as set fplj?? herein. Developer may assign some or all of its rights under the Agreement only with the prior written consent of the Executive Director of the Agency. tloT VN Rs. %,;*#- AbLj (-%,UhaLO [§604] Applicable Law. The laws of the State of California shall govern the interpretation and enforcement of this Agreement. [§605] Third Parties. This Agreement is made for the sole benefit of Developer and Agency and the Agency's successors and assigns, and no other person or persons shall have any rights or remedies under or by reason of this Agreement or any right to the exercise of any right or power of the Agency hereunder or arising from any default by Developer, nor shall the Agency owe any duty whatsoever to any claimant for labor performed or materials furnished in connection with the rehabilitation of the Site . [§606] Control of Property. The parties acknowledge that the Agency has at no time . participated in any manner in the management or operation of the Property, and will not so participate at any time hereafter. [§607] Notices, Demands and Communications. Formal notices, demands and communications between the Agency and Developer shall be sufficiently given if dispatched by registered or certified mail, postage prepaid,. return receipt requested, to the principal addresses of the Agency and Developer as provided in Section [105] of this Agreement. [§700] ENTIRE AGREEMENT, WAIVERS AND AMENDMENTS This Agreement is executed in two (2) duplicate originals each of which is deemed. to be an original. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto and supersedes all negotiations or previous agreements between the parties with respect to 65A-14 all or any part of the subject matter hereof. All waivers of the provisions of this Agreement must be in writing and signed by the appropriate authorities of the Agency and Developer, and all amendments hereto must be in writing and signed by the appropriate authorities of the Agency and Developer. "Agency" CONB4UNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA, a public body, corporate and politic By Reekstin Executive Director Attest: &?Pounds Executive Secretary Approved as to form: By Christopher G. Norman Agency Counsel "Developer" SANTORA PARTNERS, LLC. By: Mi ael Harrah Managing Member 65A-15 ATTACHMENT NO. 1 Property - Legal Description LOTS 2? 3 AND 6 IN BLOCK 5 OF THE TOWN OF SANTA ANA, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 2, PAGE 51 OF MISCELLANEOUS RECORDS OF ORANGE COUNTY, CALIFORNIA. Y. 10 65A-16 ATTACHMENT NO.2 Restaurant Operational Standards 1. The restaurant must be open a minimum of five days per week. 2. The restaurant must be open for lunch, between the hours of 11:00 a.m. and 2:30 p.m. Monday through Friday. 3. The restaurant must be open for dinner, between the hours of 4:30 p.m. and 9:00 p.m. a minimum of four days per week. 4. The restaurant must be full service - full lunch and dinner menus with waiter service. 5. The restaurant must seat a minimum of forty (40) patrons indoors. .• 11 65A-17 ATTACHMENT NO.3 Interior and Exterior Physical Improvements Exterior Requirements 1. Steam clean and paint the building (or use an appropriate cleaning method not tQ destroy the building). Colors and any material changes to be approved by the Agency and Consultants. 2. All conduit, piping and other mechanical, electrical and plumbing materials are to be removed form the outside of the building. 3. New awnings are to be installed as approved by the Consultants and Developer. 4. A sign program must be approved and completed and new signs installed. Signs must be historically compatible. 5. The building will have presentation lighting approved by the Consultants, Agency, and Developer. 6. The glass blocks in the sidewalk are to be repaired so they do not leak. 7. All ironwork is to be thoroughly cleaned and properly repaired. 8. All windows are to be repaired per historical standards and repainted as approved by the Consultants and Developer. 9. Installation of a trash enclosure and bin. Interior Requirements 1. The building must be cleaned and painted: walls, ceilings, railings and ornamental work. 2. New carpet is to be installed in all areas, except the basement which may remain z. bare floor with epoxy coating. 3. New lighting fixtures that complement the building are to be installed and existing historic fixtures to be restored. Restaurant Requirements 1. The restaurant must have an outside patio. 2. The restaurant must contain quality furniture and fixtures as approved by the Consultants and Agency, and include the following: i ?A - a. Natural wood booths and/or tables, or metal tables with natural stone or glass tops; b. Flooring in public areas made of natural materials such as wood, tile, or stone; c. High quality wall accents, including original artwork and decorative lighting fixtures; and d. Serving pieces and table settings that enhance the dining experience. 12 65A-18 ATTACHMENT NO.4 Use Covenants and Permitted Uses. 1. A minimum of eighty percent (80%) of the leasable square footage of the Building, excluding the full service restaurant area, must be dedicated to and reserved for uses that are predominately related to the sale, display, teaching, or production of the arts, including but not limited to the visual and performing arts, painting, sculpture, graphics, videography, and photography. 2. Uses predominately related to the sale, display, teaching, or production of the arts include but are not limited to: a. Art galleries; b. Art studios; C. Print shops; d. Photography studios; e. Retail uses that are directly related to commerce involving the arts - e.g., art supply stores, and bookstores; f. Meeting and conference rooms open to the public for lectures, events and other meetings; g. Live performance venues for theatrical productions; and h. Offices and businesses affiliated with the arts such as digital and graphic production, advertising agencies, apparel and other types of design studios. 3. A maximum of twenty percent (201/o) of the leasable square footage of the Building, excluding the area for the full service restaurant, may be used for non art related uses including, but not limited to, hair salons, clothing stores, music stores, stationary stores, and general office uses, as approved by the Executive Director of the Agency which approval shall not be unreasonably withheld. 4. Full service restaurants are a permitted use and there is no maximum square footage for restaurants in the Building. :. 13 65A-19 ATTACHMENT NO.5 Loan Note 14 65A-20 LOAN NOTE SECURED BY DEED OF TRUST Santa Ana, California $450,000 -YfA(- ?2, 2001 FOR VALUE RECEIVED, the undersigned, SANTORA PARTNERS, LLC, a Delaware Limited Liability Company ('Borrower"), promises to pay to the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA, a public body, corporate and politic ("Agency"), on order, at 20 Civic Center Plaza, Santa Ana, California, 92701, or such other location as the holder hereof may designate, the principal sum of Four Hundred Fifty Thousand Dollars and No Cents ($450,000.00) due and payable pursuant to the terms of that certain Rehabilitation Loan Agreement and Use Covenant entered into by and between the Borrower and Agency dated 'ZI7 AP-1L- , 2001 (the "Agreement"). This Note is secured by a Deed of Trust of even date herewith ("Trust Deed"). This Note shall not bear interest. 1. The Rehabilitation Agreement. The principal sums hereunder are being loaned by Agency to Borrower in accordance with and pursuant to the Agreement. The terms of the Agreement are incorporated herein and made a part hereof to the same extent and with the same force and effect as if fully set forth herein. An event of default by Borrower under the Agreement shall be a default hereunder, and a default hereunder shall be an event of default by Borrower under the Agreement. 2. Agency Loan. The Note represents money that will be loaned to Borrower in a series of disbursements to be made from time to time pursuant to and subject to the Agreement, in the aggregate not to exceed the principal amount of this Note. At the time of making the respective advances, it shall be unnecessary for, Borrower to execute any further notes to evidence the obligation of Borrower to pay the amount of each advance. 3. Payment of Principal and Forgiveness. The obligation evidenced by this Note shall be due and payable by Borrower to Agency exactly ten years and one day after the recordation of the Trust Deed. However, upon Borrower successfully fulfilling the terms of the Agreement for exactly ten years after the recordation of the Trust Deed, the Note shall become null and void, and Borrower shall not be obligated to the Agency thereunder. Attachment No. 5 14.1 65A-21 4. Acceleration and Other Remedies. If (a) Borrower sells the property that is subject to the Agreement within five years of the effective date of the Agreement without prior written consent of the Executive Director of the Agency; (b) Borrower fails to complete the project pursuant to the terms of the Agreement within twelve months of the effective date of the Agreement; (c) Borrower fails to lease or release the restaurant portion of the building in the event that Memphis Restaurant closes or vacates within five years of the effective date of the Agreement, to another restaurant of similar character and as quality as approved by the Executive Director which approval shall not be unreasonably withheld, within nine months of such closure or vacation; (d) Borrower violates the use covenants and restrictions in section 401 of the Agreement; (e) there is an Event of Default by Developer which is not timely cured under the Agreement; or (f) there is an event or occurrence which, pursuant to the Trust Deed, gives rise to acceleration of the indebtedness evidenced by this Note, then at the option of the holder, this obligation shall become due and payable in full, following written notice by the Agency to the Borrower. Consent to one such transaction by the holder hereof shall not be deemed to be a waiver of the right to required consent of the holder of this Note to future or successive transactions. Such notice shall be delivered in the manner as provided for notices under the Agreement,, 3. Waiver. The Borrower waives presentment for payment, demand, protest, and notices of dishonor and of protest; the benefits of all waivable exemptions; and all defenses and pleas on the ground of any extension or extensions of the time of payment or of any due date under this Note, in whole or in part, whether before or after maturity and with or without notice. The Borrower hereby agrees to pay all costs and expenses, including reasonable attorney's fees, which may be incurred by the holder hereof in the enforcement of this Note, the Trust Deed or any term or provision of either thereof. Attachment No. 5 14.2 65A-22 4. Prepayment. Borrower shall have the right to prepay without penalty. the obligation evidenced by this Note or any part thereof. "Borrower" SANTORA PARTNERS, LLC by: ichael Harrah. Managing Member !F Attachment No. 5 14.3 65A-23 ATTACHMENT NO.6 Agency Loan Deed of Trust J. 15 65A-24 FREE RECORDING REQUESTED PURSUANT TO GOVERNMENT CODE SECTION 27383 When Recorded Mail to: Community Redevelopment Agency City of Santa Ana 20 Civie Center Plaza P.O. Box 1988 Santa Ana, California 92702 Attn: Executive Director DEED OF TRUST AND ASSIGNMENT OF RENTS THIS PEED OF TRUST AND ASSIGNMENT OF RENTS (the "Deed of Trust") made this! day of R.lc• 2001, among Santora Partners, LLC, a Delaware Limited Liability Company (the "Trustor"), First American Title Insurance Company, a California corporation, (the "Trustee"), and Community Redevelopment Agency of the City of Santa Ana, a public body, corporate and politic (the 'Beneficiary"). Trustor, in consideration of the promises herein recited and the trust herein created, irrevocably grants, transfers, conveys and assigns to Trustee, in trust, with power of sale, the property located in the City of Santa Ana, County of Orange, State of California, described in the attached Exhibit A and more commonly known as Orange County APN 398-267-03, Santa Ana, California (the "Property"); TOGETHER with all the improvements now o?,hereafter erected on the propertyand all easements, rights, appurtenances and all fixtures now or hereafter attached to they Property, all of which, including replacements and additions thereto, shall be deemed to be and remain a part of the Property covered by this Deed of Trust; TOGETHER with the right, power and authority during the continuance of these Trusts, to collect the rents, issues, and profits of the Property, reserving unto the Trustor the right, prior to any default by Trustor in payment of the indebtedness secured by this Deed of Attachment No. 6 15.1 65A-25 Trust or in the performance of any agreement under this Deed of Trust, to collect and retain these rents, issues and profits as they become due and payable; and, TOGETHER with all articles of personal property or fixtures now or hereafter attached to or used in and about the building or buildings now erected, or hereafter to be erected, on the Property which are necessary to the complete and comfortable use and occupancy of such building or buildings for the purposes for which they were or-are to be erected; including all other goods and chattels and personal property as are ever used or furnished in operating a building, or the activities conducted therein, similar to the one herein described and referred to, and all renewals or replacements thereof or articles in substitution therefor, whether or not the same are, or shall be attached to said building or buildings in any manner; and all of the foregoing, together with the Property, is herein referred to as the "Security"; To have and to hold the Security together with acquittances to the Trustee, its successors and assigns forever; TO SECURE to the Beneficiary (a) the repayment of the sums evidenced by a promissory note to the Beneficiary executed by Trustor, dated Af e-k t„ `2,'? TM , 2001, in the principal amount of Four Hundred Fifty Thousand Dollars and 00 cents ($450,000.00) (the "Loan Note"); (b) the performance of the covenants and agreements of Borrower contained in a certain Rehabilitation Loan Agreement and Use Covenant (the "Agreement"), dated 1 ?- , 2001; and (c) the payment of all other sums, with interest thereon, advanced in accordance herewith to protect the security of this Deed of Trust; and the performance of the covenants and agreements of Trustor contained herein. TRUSTOR AND THE BENEFICIARY COVENANT AND AGREE AS FOLLOWS: l . The Rehabilitation Agreement. This Deed of Trust is executed and delivered, along with the Loan Note, pursuant to and in implementation of that certain Rehabilitation Loan Agreement and Use Covenant entered into by and between the Beneficiary and Trustor dated _ ftX\ L- 21 , 2001.to benefit the PTpperty, a copy of which is on file as a public record with the Beneficiary and is incorporated herein by reference (the "Agreement"). Trustor acknowledges that but for the execution of this Deed of Trust, the Beneficiary would not enter into the Agreement or Loan Note secured by this Deed of Trust. 2. Trustor's Estate. Trustor is lawfully seized of the estate hereby conveyed and has the right to grant and convey the Security; that other than this Deed of Trust, the Security is not encumbered. Attachment No. 6 15.2 65A-26 3. Repayment of the Loan. Trustor will promptly repay, when due, the principal and interest, if any, as required by the Loan Note secured by this Deed of Trust. 4. Subordination. This obligation secured by this Deed of Trust shall be subordinated to any and all obligations secured by deeds of trust, or any other security agreement, to secure financing for the purchase or refinancing of the Property, or to provide improvements thereto, which obligations collectively, shall not encumber the property in excess of Five Million Dollars ($5,000,000.00). 5. Prior Mortgages and Deeds of Trust; Charges; Liens. Trustor shall perform all of Trustor's obligations under any mortgage, deed of trust or other security agreement with a lien which has priority over this Instrument, including Trustor's covenants to make payments when due. Trustor will pay all taxes, assessments and other charges, fines and impositions attributable to the Security which may attain a priority over this Deed of Trust, by Trustor making any payment, when due, directly to the payee thereof. Trustor will promptly furnish to the Beneficiary all notices of amounts due under this paragraph, and in the event Trustor makes payment directly, Trustor will promptly discharge any lien which has priority over this Deed of Trust; provided that Trustor will not be required to discharge the lien of the Deed of Trust securing the First Lender Note or any other lien described in this paragraph so long as Trustor will agree in writing to the payment of the obligation secured by such lien in a manner acceptable to the Beneficiary, or will, in good faith, contest such lien by, or defend enforcement of such lien in, legal proceedings which operate to prevent the enforcement of the.lien or forfeiture of the Security or any part thereof. 6. Hazard Insurance. Trustor will keep the Security insured by such insurance policies in such amounts and for such periods as called for in the Agreement. All insurance policies and renewals thereof will include a standard mortgagee clause with standard lender's endorsement in favor of the holder of the First Lender Note and the Beneficiary as their interests may appear and in a form acceptable to the Beneficiary. The Beneficiary shall have the right to hold, or cause its designated agent to hold, the policies and renewals thereof, and Trustor shall promptly furnish to the Beneficiary, or its designated agent, the original insurance policies or certificates of insurance, all renewal notices and all receipts of paid premiums. In the event of loss, Trustor will give prompt notice to the insurance carrier and the Beneficiary or its designated agent. The Beneficiary, or its designated agent, may make proof of loss if not made promptly by Trustor. The Beneficiary shall receive 30 days' advance notice of cancellation of any insurance policies required under this Section. Unless the Beneficiary and Trustor otherwise agree in writing, insurance proceeds, subject to the rights of the First Lender, will be applied to restoration or repair of the Attachment No. 6 15.3 65A-27 Security damaged, provided such restoration or repair is economically feasible and the security of this Deed of Trust is not thereby impaired. If such restoration or repair is not economically feasible or if the security of this Deed of Trust would be impaired, again, subject to the rights of the First Lender, the insurance proceeds will be used to repay the grant under this Deed of Trust, with the excess, if any, paid to Trustor. If the Security is abandoned by Trustor, or if Trustor fails to respond to the Beneficiary, or its designated agent within 30 days from the date notice is mailed by either of them to Trustor that the insurance carrier offers to settle a claim for insurance- benefits, the Beneficiary, or its designated agent, is authorized to collect and apply the insurance proceeds at the Beneficiary's option either to restoration or repair of the Security or to repay the loan. If the Security is acquired by the Beneficiary, all right, title and interest of Trustor in and to any insurance policy and in and to the proceeds thereof resulting from damage to the Security prior to the sale or acquisition will pass to the Beneficiary to the extent of the sums secured by this Deed of Trust immediately prior to such sale or acquisition subject to the rights of the First Lender. 7. Preservation and Maintenance of Security. Trustor will keep the Security in good repair and will not commit waste or permit impairment or deterioration of the Security. 8. Protection of the Beneficiary's Security. If Trustor fails to perform the covenants and agreements contained in this Deed of Trust or if any action or proceeding is commenced which materially affects the Beneficiary's interest in the Security, including, but not limited to, default under the Deed of Trust securing the First Lender Note, eminent domain, insolvency, code enforcement, or arrangements or proceedings involving a bankrupt or decedent, then the. Beneficiary, at the Beneficiary's option, upon notice to Trustor, may make such appearances, disburse such sums and take such action as it determines necessary to protect the Beneficiary's interest, including, but not limited to, disbursement of reasonable attorneys' fees and entry upon the Security to make repairs. Any amounts disbursed by the Beneficiary pursuant to this paragraph, with interest thereon, will become an indebtedness of Trustor secured by this Deed of Trust. Unless Trustor and the Beneficiary agree to other terms of payment, such amount will be payable upon notice from the Beneficiary to Trustor requesting payment thereof, and will bear interest from the date of disbursement at the rate payable from time to time on outstanding principal under the Loan Note unless payment of interest at such rate would be contrary to applicable law, in which event such amounts will bear interest at the highest rate permissible under applicable law. Nothing contained in this paragraph will require the Beneficiary to insure any expense or take any action hereunder. Attachment No. 6 15.4 65A-28 9. Inspection. The Beneficiary may make, or cause to be made, reasonable entries upon and inspections of the Security; provided that the Beneficiary will give Trustor reasonable notice of inspection. 10. Forbearance by the Beneficiary Not a Waiver. Any forbearance by the Beneficiary in exercising any right or remedy will not be a waiver of the exercise of any such right or remedy. The procurement of insurance-or the payment of taxes or other liens or charges by the Beneficiary will not be a waiver of the Beneficiary's right to accelerate the maturity of the indebtedness secured by this Deed of Trust. 11. Remedies Cumulative. All remedies provided in this Deed of Trust are distinct and cumulative to any other right or remedy under this Deed of Trust or any other document, or afforded by law or equity, and may be exercised concurrently, independently or successively. 12. Successors.and Assigns Bound. The covenants and agreements herein contained shall bind, and the rights hereunder shall inure to, the respective successors and assigns of the Beneficiary and Trustor subject to the provisions of this Deed of Trust. 13. Joint and Several Liability. All covenants and agreements of Trustor shall be joint and several. 14. Notice. Except for any notice required under applicable law to be given in another manner, (a) any notice to Trustor provided for in this Deed of Trust will be given by certified mail, return receipt requested, addressed to Trustor at 1200 North Main Street, Suite 900, Santa Ana, CA 92702, and (b) any notice to the Beneficiary will be given by certified mail, return receipt requested, to the Beneficiary at 20 Civic Center Plaza, P.O. Box 1988, Santa Ana, California 92702, Attention: CDA, or at such other address as the Beneficiary may designate by notice to Trustor as provided above. Notice shall be effective as of the date received by the Beneficiary as shown on the return receipt. 15. Governing Law. This Deed of Trust shall be governed by the laws of the State of California. 16. Severability. In the event that any provision or clause of this Deed of Trust or the Loan Note conflicts with applicable law, such conflict will not affect other provisions of this Deed of Trust or the Loan Note which can be given effect without the conflicting provision, and to this end the provisions of the Deed of Trust and the Loan Note are declared to be severable. Attachment No. 6 15.5 65A-29 17. Ca tions. The captions and headings in this Deed of Trust are for convenience only and are not to be used to interpret or define the provisions hereof. 18. Default in Foreclosure; Remedies. Upon Trustor's breach of any covenant or agreement of Trustor in this Deed of Trust or the Loan Note secured by this Deed of Trust, including, but not limited to, the covenants to pay, when due, any sums secured by this Deed of Trust, the Beneficiary may declare all sums-secured by this Deed of Trust immediately due and payable by delivering to Trustor notice thereof specifying: (1) The breach; (2) the action required to cure such breach; (3) a date not less than 30 days from the date the notice is received by Trustor as shown on the return receipt, by which such breach is to be cured; and (4) that failure to cure such breach on or before the date specified in the notice may result in acceleration of the sums secured by this Deed of Trust and sale of the Security. The notice will also inform Trustor of Trustor's right to reinstate after acceleration and the right to bring a court action to assert the non-existence of default or any other defense of Trustor to acceleration and sale. If the breach is not cured on or before the date specified in the notice, the Beneficiary, at the Beneficiary's option, may: (a) declare all of the sums secured by this Deed of Trust to be immediately due and payable without further demand and may invoke the power of sale and any other remedies permitted by California law; (b) either in person or by agent, with or without bringing any action or proceeding, or by a receiver. appointed by a court, and without regard to the adequacy of its security, enter upon the Security and take possession thereof (or any part thereof) and of any of the Security, in its own name or in the name of the Trustee, and do any acts which it deems necessary or desirable to preserve the value or marketability of the Property, or part thereof or interest therein, increase the income therefrom or protect the security thereof. The entering upon and taking possession of the Security shall not cure or waive any breach hereunder or invalidate any act done in response to such breach and, notwithstanding the continuance in possession of the Security, the Beneficiary shall be entitled to exercise every right provided for in this Deed of Trust, or by law upon occurrence of any uncured breach, including the right to exercise the power of sale; (c) commence an action to foreclose this Deed o4jrust as a mortgage, appoint a receiver, or specifically enforce any of the covenants hereof; (d) deliver to the Trustee a written declaration of default and demand for sale, pursuant to the provisions for notice of sale found at California Civil Code Sections 2924, et seq., as amended from time to time; or (e) exercise all other rights and remedies provided herein, in the instruments by which Trustor acquires title to any Security, or in any other document or agreement now or hereafter evidencing, creating or securing all or any portion of the obligations secured hereby, or provided by law. Attachment No. 6 15.6 65A-30 The Beneficiary shall be entitled to collect all reasonable costs and expenses incurred in pursuing the remedies provided in this paragraph, including, but not limited to, reasonable attorneys' fees. 19. Trustor's Right to Reinstate. Notwithstanding the Beneficiary's acceleration of the sums secured by this Deed of Trust, Trustor will have the right to have any proceedings begun by the Beneficiary to enforce this Deed of Trust discontinued-at any time prior to-5 days before sale of the Security pursuant to-the power of sale contained in this Deed of Trust or at any time prior to entry of a judgment enforcing this Deed of Trust if. (a) Trustor pays the Beneficiary all sums which would be then due under this Deed of Trust and no acceleration under the Loan Note has occurred; (b) Trustor cures all breaches of any other covenants or agreements Trustor contained in this Deed of Trust and the Covenants; (c) Trustor pays all reasonable expenses incurred by the Beneficiary and the Trustee in enforcing the covenants and agreements of Trustor contained in this Deed of Trust and the Covenants, and in enforcing the Beneficiary's and the Trustee's remedies, including, but not limited to, reasonable attorneys' fees; and (d) Trustor takes such action as the Beneficiary may reasonably require to assure that the lien of this Deed of Trust, the Beneficiary's interest in the Security and Trustor's obligation to pay the sums secured by this Deed of Trust shall continue unimpaired. Upon such payment and cure by Trustor, this Deed of Trust and the obligations secured hereby will remain in full force and effect as if no acceleration had occurred. 20. Acceptance by Trustee Trustee accepts this Trust when this Deed, duly executed and acknowledged, is made a public record as provided by law. Trustee is not obligated to notify any party to this Deed of Trust of pending sale under any other deed of trust or any action or proceeding in which Trustor, Beneficiary, or Trustee shall be a party unless brought by Trustee. 21. Reconveyaance. Upon payment or forgiveness of all sums secured by this Deed of Trust, the Beneficiary will request the Trustee to reconvey the Security and will surrender this Deed of Trust and the Loan Note to the Trustee. The Trustee will reconvey the Security without warranty and without charge to tlW person or persons legally entitled thereto. Such person or persons will pay all costs of recordation, if any. 22. Substitute Trustee. The Beneficiary, at the Beneficiary's option, may from time to time remove the Trustee and appoint a successor trustee to any Trustee appointed hereunder. The successor trustee will succeed to all the title, power and duties conferred upon the Trustee herein and by applicable law. Attachment No. 6 15.7 65A-31 23. Request for Notice. Trustor requests that copies of the notice of default and notice of sale be sent to Trustor at the address set forth in Section 14 above. IN WITNESS WHEREOF, Trustor has executed this Deed of Trust as of the date first written above. "Trustor" SANTORA PARTNERS, LLC by: , Michael Harrah Managing Member r !+ Attachment No. 6 15.8 65A-32 State of California County of Orange On Q q C>-q 2001, before-me, ! S f'i[% e- c S?. a Notary Public , personally appeared Michael Harrah, Managing Member for Santora Partners, LLC, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature Attachment No. 6 15.9 CHRISTINE M. ENGLISH COM OM - 3 NO ARYM UBt#iC•CAVFOR37 NIA •+ ORANGE COUNTY o WW.WMY Comm. E"'. I .. 20, 2001 V (SEAL) 65A-33 EXHIBIT A PROPERTY DESCRIPTION LOTS 2,3 AND 6 IN BLOCK 5 OF THE TOWN OF SANTA ANA, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECQRDED IN BOOK,2, PAGE 51 OF MISCELLANEOUS RECORDS, OF ORANGE COUNTY, CALIFORNIA. Attachment No. 6 15.10 65A-34 REHABILITATION LOAN AGREEMENT THIS AGREEMENT, made and entered into this 29th day of August, 2002 by and between Memphis Partnership, California general partnership (hereinafter "Developer"), and the Community Redevelopment Agency of the City of Santa Ana, a public body, corporate and politic (hereinafter "Agency"). RECITALS A. In 2001, the Agency entered into a $450,000 building rehabilitation agreement with Santora Partners LLC, (the "Santora Agreement") to assist in the rehabilitation of a portion of the property located at 201 North Broadway, commonly known as The Santora Building, for construction of a restaurant to be operated by the Developer. The Santora Agreement included certain occupancy and use covenants imposed upon Santora Partners LLC some of which, in fact, will be satisfied by the Developer. B. The actual cost of completion of the scope of work under the Santora Agreement exceeded the loan amount. Rather than seeking an amendment to the Santora Agreement, the Developer paid a total of $30,000 in expenses that were within the scope of improvements for the Santora Agreement (the "Excess Rehabilitation Costs'). C. The Developer seeks an initial loan of $10,000.00 to partially offset some of the Excess Rehabilitation Costs and is willing to be bound to the same terms as the Santora Agreement. 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. Purpose of this Agreement. The purpose of this Agreement is to effectuate the Redevelopment Plan for the Project Area by providing for the improvement of the Property (the "Project"). The improvement of the Property pursuant to this Agreement and the fulfillment generally of this Agreement are in the vital and best interests of the City and the health, safety, morals and welfare of its residents and in accordance with the public purposes and provisions of applicable federal, state and local laws and requirements. Implementation of this Agreement will further the goals and objectives of the Redevelopment Plan. 2. The Project Area. The Project Area is located in the City, and the exact boundaries of the Project Area are specifically described in the Redevelopment Plan. 3. The Property. The Property is that portion of the Project Area located at 20lNorth Broadway as more fully described in the Santora Agreement. Exhibit 2 65A-35 r 4. Certification of Improvement of the Property. Developer represents and warrants that the loan amount is not less than funds actually expended by .Developer for improvements to the Property within the approved scope of the Santora Agreement and was expended in furtherance of the obligation therein to rehabilitate the Property for the purposes of developing and mainta.ning a quality restaurant therein. 5. Rights of Agency to Review Costs. Representatives of the Agency shall have the right to review and audit all of the expenses made by Developer which are being reimbursed by the Agreement. To the extent the Agency is not reasonably satisfied with the audit results, Developer shall promptly repay that portion of the loan. 6. Agency Loan Amount and Terms. Subject to the terms and conditions hereinafter set forth, and of the Santora Agreement, Agency agrees to provide Developer a loan ("Loan") in the principal amount of Ten Thousand Dollars ($10,000.00) (the "Loan Amount"). The Loan shall become due or forgiven on the same terms and under the same conditions as apply to the Promissory Note evidencing the loan in the Santora Agreement. Where not inconsistent with the terms hereof, the terms of the Santora Agreement are hereby incorporated herein as if set forth in full. 7. No Assignment. Developer expressly acknowledges and agrees that Agency has only agreed to assist the Developer as a means by which to induce the rehabilitation of the Property. Accordingly, Developer further expressly acknowledges and agrees that this Agreement is a personal right of Developer that is neither negotiable, transferable, nor assignable except as set forth herein. 8. Applicable Law. The laws of the State of California shall govern the interpretation and enforcement of this Agreement. 9. Third Parties. This Agreement is made for the sole benefit of Developer and Agency and the Agency's successors and assigns, and no other person or persons shall have any rights or remedies under or by reason of this Agreement or any right to the exercise of any right or power of the Agency hereunder or arising from any default by Developer, nor shall the Agency owe any duty whatsoever to any claimant for labor performed or materials furnished in connection with the rehabilitation of the Site . 10. Notices. Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To Agency: And: Community Redevelopment Agency City of Santa Ana 20 Civic Center Plaza (M-25) P.O. Box 1988 Santa Ana, CA 92702-1 98 8 65A-36 e Agency General Counsel Office of the City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 To Developer: Memphis Partnership Attn. Mr. Daniel Bradley 201 N. Broadway Santa Ana, California 92701 11. Entire Agreement Waivers and Amendments. This Agreement is executed in two (2) duplicate originals each of which is deemed to be an original. This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto and supersedes all negotiations or previous agreements between the parties with respect to all or any part of the subject matter hereof. All waivers of the provisions of this Agreement must be in writing and signed by the appropriate authorities of the Agency and Developer, and all amendments hereto must be in writing and signed by the appropriate authorities of the Agency and Developer. [Signatures provided on next page] 65A-37 "Agency" COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA, a public body, corporate and politic By / hn Reekstin Executive Director Attest: John e tin Secre ary "Developer" MEMPHIS PARTNERSHIP. By: -? Daniel Bradley Partner 65A-38 FIRST AMENDMENT TO REHABILITATION LOAN AGREEMENT THIS AMENDMENT, made and entered into this 9th day of October, 2002 by and between Memphis Partnership, California general partnership (hereinafter "Developer"), and the Community Redevelopment Agency of the City of Santa Ana, a public body, corporate and politic (hereinafter "Agency"). RECITALS A. On August 29, 2002, the Agency and the Developer entered into that certain Rehabilitation Loan Agreement (the "Rehabilitation Agreement") for the purpose assisting in the costs of rehabilitating an historic building known as the Santora Building. The Developer incurred at least $30,000 in Excess Rehabilitation Costs (as that term in defined in the Rehabilitation Agreement), $10,000 of which the Agency already has loaned loan to the Developer. B. The Agency and the Developer now seek to amend the Rehabilitation Agreement to loan the balance of $20,000 in Excess Rehabilitation Costs to the Developer under the same terms and conditions as the initial loan. 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. Amendment. Paragraph 6 of the Rehabilitation is hereby amended to read as follow: "6. Agency Loan Amount and Terms. Subject to the terms and conditions hereinafter set forth, and of the Santora Agreement, Agency agrees to provide Developer a loan ("Loan') in the principal amount of Thirty Thousand Dollars ($30,000.00) (the "Loan Amount"). The Loan shall become due or forgiven on the same terms and under the same conditions as apply to the Promissory Note evidencing the loan in the Santora Agreement. Where not inconsistent with the terms hereof, the terms of the Santora Agreement are hereby incorporated herein as if set forth in full." 2. Effect of Amendment. Except as expressly amended hereby, the Rehabilitation Agreement shall remain in full force and effect. "Agency" COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF SANTA ANA, By Reekstin Executive Director Exhibit 3 65A-39 Attest: 4/1 John Reekst Secretary "Developer" MEMPHIS PARTNERSHIP By: Daniel Bradley General Partner 65A-40 FNR-8.100 (11-70) United States Department of the Interior Heritage Conservation and Recreation Service National Register of Historic Places Inventory--Nomination Form See instructions In How to Complete National Register Forms RECEI V Type all entries-complete applicable sections 1. Name clip historic Santora Building and/orcommon ,?,,....•._„8ani,ora Rui 7.fli n<_r 2. Location. street: & number 207 N. Broadway .:n/a not for publication ' city, town Santa Ana 'Va vicinity of congressional district 38th state California code 06 county Orange code 059 3, Classification Category' :... ;Qwnq ship ? district ..; ' pubic ''.. .Status ::. occu (ed Prosent'Use... i t X building(s) 1 --private p unoccupied - agr cul ure __X_ commercial _ use_um ???` '" structure • ^ both work In progress - educational : private residence - alto Public Acquisition Accessible - entertainment _ religious object - in process ^ yes: restricted _ government scientific _ being considered X n/a X yes: unrestricted - Industrial _ transportation - no _ military other: 4. Owner of Property name Kilkenny Associates., A n- if , ?? + a ?1 OYn'1 a m e+ z aYrlArGh, _ street & number. 567 San Nicholas • Drive city, town Newport Beach ?/a vicinity of state CA 92660 5. Location of Leg" I Description courthouse, reglstryof deeds, etc. Oran e County Recorders Office street & number 630 N. Broa city, town Santa Ana state CA 6. Representation in Existing Surveys title (contributor to district) Santa Ana Hi stnrie siir?7ay has this property been determined elegible? 2 yes _ no date March 19 80 X_._. federal -stale _X._ county -local depository for survey records State Office of Historic Preservation E hibit x ?- city. town Sanramani-.n /? 65A-41 elafe r+a 7. Description Condition Check one Check one ?.. excellent ___- deteriorated X unaltered X_ original site - good .- rulns - altered moved date -.fair _ unexposed n/a Describe the present and original )if known) physical appearance The Santora Building is a prominent example of the Spanish Renaissance revival theme popular in Southern California in the late 1920's. The building is built of 'brick faced in mortar. The two story structure at the northeast corner of Second and Broadway provldes retail store bays on the lower floor arranged around a central courtyard above. The building Is conceived in a symmetrical format utilizing prominent bay divisions to emphasize balance and.,harm,ony. seen in the -interplay bf arches; windows, and wrought iron transom elements: The :.wide bay divisions-three along Broadway and two along Second Street-rare ornamented with 'Churrigueresque elements ..which include scrollsy- demoni'c' :figures, urns and emblems. These cast concrete features are •g4thered above ornamentally arched. `lwindo*' hoods and, raised , parapets".'.` the large. ulti-pane¢ wlnc?aws Xe`?' delln&ated'wA h balconies 'befow.- The" '6 ` `' 1 •. -enfral' bay- d'fvtssorl along Broadway #oi ms _ the -main' entr'y,'and,includ'qs ad'di iorla? Sp?anisfi? enaissan?e. ?(etai! qp in&fthat:of the window hoods:' ,jhe ground level., storefronts are unaltered from their. original construction.. Large. display windows are separated by recessed store entrances. The-store bays have, sunburst terrazzo patterns and art deco influenced tilework along the bulkhead. . . , • . The entry lobby features a vaulted ceiling contrasted by a large sunburst pattern terrazzo floor, and display cases are located in the large entry area. The interior second floor area is reached from a large split level stalrca'se which rises beneath'a'vaultett ceillrig."Ori either side of the main s#eirwell a skylight of polychromed cathedral glass lights an interior courtyard. The retail spaces and offices of"the' upQ, 'r ;tevel;ar'e grApgq -.arqun¢.a gmtr:al cgmmop,area..whi framed by columns with large baroque capitals. he Interior is unaltered from its origln;ir&tnposition and construction. r.; ,r. 65A-42 M S. Significance Period Areas of signilioano"heok and justify below - prehistoric - archeology-prehistorio _ community planning - landscape architecture ___. religion -1400-1499 . - archeologyhlstoric - conservation - law - science _ 1600-1699 - agriculture - economics ..- literature sculpture x,1800-1899 _X architecture .- education ..- military -social/ -1700-1799 - art - engineering - music humanitarian ..-1800-1899 _X. commerce - exploration/settlement - philosophy ____ theater 1900- 1929 -communications - Industry politioe/government - transportation -, Invention ,:. ..>,... -.- other (specify) 8peciflo dates 7/7/2$_5/29 Builder/ArchItoct Frank Lansdowne -- architect statement of Signifioance (in one paragraph) W.• H. Bowman,. contractor The Santora '=BbI1Id1A'9 is"'Ot b' 'df Santa Ana's most architecturally important structures. , It was designed in 1929 by.-architect Yrank Lansdowne ;. who S066alized irj,'the Spanish revival style.; of 'architecture"" Thls buildins was';; his largest and most ornate in the Spanish style and was the last large structure built'in'the City o'f ?anY f ba-prior to.: the DepresMon.of the •1930'sThe Sahtora`Buiiiiing is 'archlttecturally unique iii the '1oaa1 community j.. its s?,trikitig Churrigue esque ornamentation- ia_ihe most al-aboxat ...kn : tlxe' cj t r,;'of. Santa' Aria.. The cast concrete decorative work combined with- ex'tginsiVe''o-rnamerital ixon ork at the transoms: -• giveAe-8trfictdrd alt•arthirdetttPd LpPe?eri&?`.other' W`Se junKnown in Orange Tbunty. The Spanish Renaissance detailing shows the strong ''architectural1% Influence of the California Pacific Exposition in Balboa Park,' San'`Diego in -1.-91.5:, :which helped to pdpularize' a type, of architectural design ., that exhibited itself' ih such structures' as the Santora Building. This is Orange. County's .major building .that"-shoiged a' high degree of-architectural uniformity within'the Spanish Renaissance style.-' The building has such fine elements as sunburst patterned terrazzo, free-standing display cases anq a large interrior courtyard space under a vaulted ceIjIpg.,,. The , interior features are significant and include ornate capitals, period light fixfures;;and?'skj?lighfs of cathedral` glass-:' T1ie'oifiCo`§p??es'on't1i'e'second floor are arranged around the central court into which rises the main sta}rweli, amid detailed wrought Ironwork. The structure has historical slgnificancefoj,_;it;s::u.se asthe City Hall after the 1933 earthquake had damaged the then existing City Hall. The building was also the location of a famous tea room run by Irene Daniger. This restaurant, famous in the late 1930's, was a popular stopping place for Hollywood stars after touring the orange groves surrounding Santa Ana. Such notables as Jack Benny, William Holden, Barbara Stanwyck, and Rita Hayworth signed the register at Danger's Tea Room. The Santora Building derived its name from the contraction of 'Santa Ana' and 'orange', and was the name of the development group responsible for its construction. 65A-43 9. Major Bibliographical References Santa Ana Daily Register Newspaper - 5/11/29,.p.24 Santa Ana Daily Register Newspaper - 12/12/34 Irene Daniger, "Her Recollections" Ebell Society of the Santa Ana Valley, 1980 14. Geographical Data Acreage of nominated property .43 Quadrangle name Tustin Quadrangle scale 124000 UMT References A 1 1 4 2 9 5 3 0 13 17 b 14 L 10 10 I B W L__?__?_L? I I I 1 L I I 'Zo'ne ! Easting Northing ?Zo?ne! Easting Northing E iLJ I ' I i _? _l..? ,. 1 ,.1 'I I ?' ?.1 , , I :I I 'I ` I 'f LL-Li ?-?-?f I I t '? f I I 1! I ( I 1. 1 i Verbal boui7fidry;d??aipt(ap and ..'.' : Asse.9s ' s Parcel ?? 398T267-03- . Lots 2, ;_3',. ;.and t •13lock 5 of the Town* `o£ 'Santa Ana in the city of Santa Ana, County of Oran g!s-,. The building oce:upi.es, the 'entire.,! ,parcel, The property is located. at: the (continued) List, all states; and counties for properties overlapping state, ortcounty boundaries state optle' "county. n/a code state county ri?a i 5code 1. F0*1 ',.Prepare TT name/title Harold Thomas organization Heritage Orange county date 9/2/82 street&number 206 W. 4th Street, .Suite,'316 telephone (714) 835-7287 city or town Santa Ana state CA 92701 12. State Historic Preservation Officer Certification ,*4 :-i . The evaluated significance of this property within the state is: - national _ state R . local As the designated State Historic Preservation Officer for the National Historic Preservation Act of 1966 (Public Law 69- 665), f hereby nominate this property for Inclusion in the National Register and certify that It has been evaluated according to the criteria and procedures set forth by the Heritage Conservation and Recreation Service. State Historic Preservation Officer signature j <, r "-!W:? title State Historic Preservation Officer date November. 9, 1982 FHR-8-300A (11/78) CONTINUATION SHEET ITEM NUMBER 10 PAGE 'I Verbal Boundary Description and justification,.(continued): northeast corner of Second Street and Broadway, occupying a parcel roughly 1.15' x 1501;••exact. dimensions are shown-on the attached.. assessor's map. 65A-45 2. Roger Basso &: Paul E. Guest ' 2103 BUsh'Strset " San• Francisco, ,CA 94115 3. Arthur Mejia, Jr.:' 2105 Bush Street San Francisco, CA 94115 4. -Robert •E.' Fowler & Cecil W. Alton:: ;, ?. . 2107 Bush Street San Francisco, CA 94115 , 5. George Stewart Properties. Cottage Row Gardens 1737 Webster Street (for 2109-2111 Bush) San Francisco, CA 94115 6. John Drum, Jr. 2115 Bush Street San Francisco, CA 94115 7. George E. Stewart (for 2117 Bush) 1737 Webster Street San Francisco, CA 94115 8. George E. Stewart (for 2117-B Bush) 1737 Webster Street San Francisco, CA 94115 9. Gerold E. O'Neal 2119 Bush Street San Francisco, CA 94115 10. Palmer D. Sessel 2121 Bush Street San Francisco, CA 94115 11. Dmitri Vedenskyy & Gerald K. Lee 2123 Bush Street San Francisco, CA 94115 65A-46 (See Continuation Sheet 2.) NP8 Form 10.9MA 0$2) United States Department of the Interior National Park Service OM8 NO.1024-0015 Exp. 10431-84 12. Wm. S. Curlin & Brenda L. Berlin (for 2125 Bush) 653 Arkansas Street San Francisco, CA 94107 130 :George. Stewart Properties Gotta.ge Flow Garaens .'.1737 Webster Street (for 6' Cottage Row) San Francisco, CA 94115 14.. Judy M. Tisdale 5 Cottage Row San Francisco, CA 94115 1,5c % .. James R. Stockton 4 Cottage -Row San Francisco,'CA 94115 16. Epimac-o & Katie- DIansueto 3 Cottage Row San Francisco, CA 94115 17. Bette,. L. Weinstock (for 2 Cottage Row) 1.103 Keeler Berkeley, CA 94708 18. Johnnie & Julia Johnson 1 Cottage Row San Francisco, CA 94115 19. San Francisco Redevelopment Agency (for Cottage Row walkway) 939 Ellis Street San Francisco, CA 94109 20. San Francisco Redevelopment Agency (for Flini Park) 939 Ellis Street San Francisco, CA 94109 21. Aprille J. & Kai H. Pihl (for 1942 Sutter) 1550 Bay Street Apartment 145 San Francisco, CA 94133 22. Blair E. & Mary J. Stamates 1948 Sutter Street San Francisco, CA 94115 65A-47 CONTINUATION SHEET ITEM NUMBER 6 PAGE 1 I 6. Representatign in Existing Surveys (continued); Downtosm Santa,Ana.Historic District (Santa Ana,Transit:;Terminal Project) 11/12/80 X' Federal Determination of Eligibility, Federal Highways.Administraticiii Documentation filed with National Register of Historic,-.Places Washington, D. C. 65A-48 NPS Forth MWO 082) United States Department of the Interior National Park Service OMB No. 1024-0018 Exp. 10131-84 National Register of Historic Places Inventory-Nomination Form MEN Bush Street-t;ottage Continuation sheet Row Historic District Item number 6 Page 3 6. REMESENTATION IN MISTING SURVEYS Here Tod 2M (San Francisco Junior League Survey) 1967 county San Francisco History Room Sani.Fran.ezsco•.Public Library Sa.n.Francisco, CA 94102 Architectural Survey Francisco. Department., Ci.,.y Planning. 1976 --- county .Department of City Planning 450 McAllister Street San Francisco, CA 94102 65A-49 65A-50 r m.?axe J°.?. ?rgArrn 101- ` >?Mrl .Y ? 1 6 ? rj . ? ®? i - 1.'x•.`4•--- , Ram C31 10 -'- o Is 'r Its "A.* a ST (30 p3 NI.[,?j in N (A tr.rvr'9 « r,.s T - U? ?? r+ Sh C) ra 'Ij 1 w o ' >? = 7 9 W ;`# t ?, aitwi ~?? -uJ 1 1_7Y 1s3 `' Ff 'I / W W Y. t e__rP£E4V.AY' W O Ste„` N ?' ?: t f- ?• Y --? ? ?= `_-? _. ; ,"'j i?i?-? . . , 1 ? ...tea.'-:?, r-:.i:_' .- -_ __ - ___ _- __ v .?.. - :• .•ti <?- r- ___ ..-,,,,???....; Al.?ISS ErX _. ;• ?'iV:} - fir/ It '' , .57 4 ?: ?Piq. .. u' RQ.S?I Si R, ?tJ ?-?i: ,,}-'--_ - =`-}-.': ?rs___a\Y y-„•?. sT? ?i'. S1'L__: I?- G -'•'n..: FiROnfS:ar ?. ' .+ c= 1 ?,h i n 1yn? ttit 1. 1 J, 3 T.-- r' trl 0 n All .' .:.,.,- sari?-_.i'. ?:: r-?: _ i rv.: ?r----Y?II I i; 1! _ . J:!.;: •I ?'? ? ?' :i C' rl: I:' I ?11 .1 .h rj' f7i t' s"•j? ! E-:,yr i'=:sc= a=,--'_v-:.._._ _ ?...._rg7, Cn ., .t, _'ti, "?:.r.?,,,T -'I ???(_'`?'7.?y •.NA_.F Ai. e'r. r? • - .}??.xt?.+_i.'?? -:4_'• ?w...:,L-•- '1 s, 1 ''v i "? ? . ,!." I r - 1 I. z :SrAQoa.rPl ?. :-.b; at•?°; 1 l.' _ .-:_. .,..?,'F? j ' i i "33 i•?• U n it :_ ,#--,., I Z•. `?'? i _ . rt . I.......I 7a . EXEMPT FROM FEES PURSUANT TO Gv?ERNMENT CODE S 6f03 PLEASE COMPLETE THIS INFORMATION RECORDING REQUESTED BY: CITY OF SANTA ANA, HISTORIC RESOURCES COMMISSION AND WHEN RECORDED MAIL TO: LAURAJOHNSON CITY OF SANTA ANA 20 CIVIC CENTER PLAZA, M20 P.O. BOX 1988 SANTA ANA, CA 92702 TITLE OF Recorded in Offici Tom al Records ?alY, Clerk-Recorder ' County of Oran 11111111111111111111IIIl(Illl!????i'lll'??rt(?Illili"i1111 ? ge 120 67 R23 003001034$410g.5151111111N0 FEE 0.00 0.00 0.00 0.00 0 am 09105103 00 0.00 0.00 0.00 This Space for Recorder's Use On RESOLUTION NO. 2001-12 A RESOLUTION OF THE HISTORIC RESOURCES COMMISSION OF THE CITY OF SANTA ANA PLACING THE HISTORIC STRUCTURES LOCATED AT 201-211 NORTH BROADWAY AND 209-217 WEST SECOND STREET; 1315 NORTH BROADWAY; AND 211 WEST SANTA ANA BOULEVARD WITHIN AN ESTABLISHED CATEGORY REF CEIvj i 5EP 112003 SANTA ANA PL4NN1NG DEPT THIS PAGE ADDED TO PROVIDE ADEQUATE SPACE FOR RECORDING INFORMATION (Additional recording fee applies) 059-TITLE PAGE (R7/95) 0 l Qi° 65A-52 i` EXEMPT FROM FEES PURUa.,NT TO GOVERNMENT CODE § 6103 Koo/6/24/03 RESOLUTION NO. 2001-12 A RESOLUTION OF THE HISTORIC RESOURCES COMMISSION OF THE CITY OF SANTA ANA PLACING THE HISTORIC STRUCTURES LOCATED AT 201-211 NORTH BROADWAY AND 209-217 WEST SECOND STREET; 1315 NORTH BROADWAY; AND 211 WEST SANTA ANA BOULEVARD WITHIN AN ESTABLISHED CATEGORY BE IT RESOLVED BY THE HISTORIC RESOURCES COMMISSION OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The Historic Resources Commission of the City of Santa Ana hereby finds, determines and declares as follows: A. On November 3, 1997, the City Council of the City of Santa-Ana by Resolution number 97-046A placed the following historic properties on the Santa Ana Register of Historic Properties: Historic Name Santora Building Address 201-211 North Broadway and 209-217 West Second Street, Santa Ana' Dr. Raymond,Smith House 1315 North Broadway, Santa Ana Old Orange County Courthouse 211 West Santa Ana Boulevard, Santa Anal B. The Santora Building, located at 201-211 North Broadway and 209-217 West Second Street, Santa Ana, has historical/cultural significance to the city of Santa Ana for its continuing role in commercial, public and social life in Santa Ana. The structure has unique architectural significance as an archetypal example of the Churrigueresque variant of the Spanish Colonial style which is evidenced by its brick construction, stucco sheathing, ' This property was erroneously listed as 201-211 North Broadway, Santa Ana in Resolution No. 97-046A; this address is the correct address for this property. 2 This property was erroneously listed as 500 West Santa Ana Street, Santa Ana in Resolution No. 97- 046A; this address is the correct address for this property. Resolution No. 2001-12 65A-53 EXEMPT FROM FEES PURUSANT TO GOVERNMENT CODE § 6103 2. The structure is listed in the National Register of Historic Places and the California Register. 3. Based upon the foregoing, the subject property meets the minimal standards of the landmark category pursuant to Section 30-2.2(1) of the Santa Ana Municipal Code. 4. The legal owner of the subject property are the Santora Partners. 5. The legal description for the subject property is attached hereto as Exhibit A and incorporated by this reference as though fully set forth herein. C. The Dr. Raymond Smith House, located at 1315 North Broadway, Santa Ana has unique architectural significance as a relatively rare example of the combination of Colonial Revival detailing with Queen Anne Revival style. 1. The "witch cap" turret, bays and porch are signature elements of the Queen Anne style and the Palladian windows, garland friezes, dentils, and Tuscan columns are derived from the Colonial Revival style. 2. The structure appears eligible for listing in the National Register of Historic Places as well as on the California Register. Based upon the foregoing, the subject property meets the minimal standards of the landmark category pursuant to Section 30-2.2(1) of the Santa Ana Municipal Code. 3. The legal owner of the subject property is Marvin E. Rahn. 4. The legal description for the subject property is attached hereto as Exhibit A and incorporated by this reference as though fully set forth herein. D. The Old Orange County Courthouse, located at 211 West Santa Ana Boulevard, Santa Ana, has historical/cultural significance to the city of Santa Ana as a manifestation of the prominent role of Santa Ana in the history of Orange County. 1. The structure has unique architectural significance as a rare example of the Richardson Romanesque architecture which is illustrated by its symmetrical design, a hipped and gabled roof of metal made to resemble tile, a facade with five bays, the center and end bays raised and topped by steeply pitched front gables accented by wall dormers, a slightly overhanging cornice punctuated by corbel block circles circling the building, a corbeled belt course, a second story with a band of five arched openings containing recessed windows, and side elevations with secondary entries within single arches. 2. The structure is listed in the National Register of Historic Places and the California Register. Resolution No. 2001-12 Page 2 of 2 65A-54 EXEMPT FROM FEES PURUSANT TO GOVERNMENT CODE § 6103 3. Based upon the foregoing, the subject property meets the minimal standards of the landmark category pursuant to Section 30-2.2(1) of the Santa Ana Municipal Code. 4. The legal owner of the subject property is the County of Orange. 5. The legal description for the subject property is attached hereto as Exhibit A and incorporated by this reference as though fully set forth herein. Section 2. The subject properties meet the minimal standards are hereby designated a landmark category pursuant to Section 30-2.2(1) of the Santa Ana Municipal Code. Section 3. For the subject properties, the report for each property consisting of the "Executive Summary" and DPR forms, is on file in the office of the Clerk of the Council, and is hereby approved and adopted, and together with the staff report and this resolution, justify the findings for designation of each of the above properties as a landmark structure. The Clerk of the Council is authorized and directed to include this resolution in the City of Santa Ana Register of Historical Property. Section 4. The Commission Secretary is hereby directed to file a certified copy of this Resolution with the County Recorder's Office after the adoption of this Resolution. Section 5. This Resolution shall take effect immediately upon its adoption by the Historic Resources Commission, and the Commission Secretary shall attest to and certify the vote adopting this Resolution. ADOPTED this 3`d day of May, 2001 by the following vote: AYES: Commission members: Bustamante, Corpin, Giles, Kings, O'Callaghan, Rankin, Richardson (7) NOES: Commission members: ABSTENTION NOT PRESENT: ATTEST: Commission members: Commission members: Chinn, Gartner (2) a ra Johns mmiss' Secretary Planni g and Building Agency ose nne G rcia Kings Chairperson Resolution No. 2001-12 Page 3 of 3 65A-55 lEXEMPT FROM FEES PURUSANT TO GOVERNMENT CODE § 6103 APPROVED AS TO FORM: Joseph W. Fletcher, City Attorney By: Kylee Otto Deputy -City Attorney CERTIFICATE OF ATTESTATION AND ORIGINALITY I, LAURA JOHNSON, Commission Secretary, do hereby attest to and certify the attached Resolution No. 2001-12 to be the original resolution adopted by Historic Resources Commission of the City of Santa Ana on May 3, 2001. Date: mission Se ity of Santa Resolution No. 2001-12 Page 4 of 4 65A-56 NAME Santora Building REF. NO. 10 ADDRESS 201-211 North Broadway; 209-217 West 2nd Street CITY Santa Ana ZIP 92701 ORANGE COUNTY YEAR BUILT 1928 LOCAL REGISTER CATEGORY: Landmark HISTORIC DISTRICT Santa Ana Downtown NEIGHBORHOOD N/A NATIONAL REGISTER CRITERIA FOR EVALUATION =C1 NATIONAL REGISTER STATUS CODE 1B Location: ? Not for Publication ® Unrestricted USGS 7.5" Quad Date: T R 'A of 1/4 of Sec B.M. ? Prehistoric ® Historic ? Both ARCHITECTURAL STYLE: Mission/Spanish Colonial Revival DESCRIPTION/BACKGROUND RELATED TO PERIOD ARCHITECTURE: The Mission/Spanish Colonial Revival style, as its name implies, encompasses two major subcategories. The Mission Revival vocabulary, popular between 1890 and 1920, drew its inspiration from the missions of the Southwest. Identifying features include curved parapets (or espadana); red tiled roofs and coping; low-pitched roofs, often with overhanging eaves; porch roofs supported by large, square piers; arches; and wall surfaces commonly covered in smooth stucco. The Spanish Colonial Revival flourished between 1915 and 1940, reaching its apex during the 1920s and 1930s. The movement received widespread attention after the Panama- California Exposition in San Diego in 1915, where lavish interpretations of Spanish and Mexican prototypes were showcased. Easily recognizable hallmarks of the Spanish Colonial Revival are low-pitched roofs, usually with little or no overhangs and red tile roof coverings; flat roofs surrounded by tiled parapets; and stuccoed walls. The Spanish vocabulary also includes arches, asymmetry, balconies and patios, window grilles, and wood, wrought iron, tile, or stone decorative elements. The Chulrigueresque variant features ornate carvings highlighting arches, columns, window surrounds, cornices and parapets. Page I of 4 cm\Wstoric\templates\Broadway 201 N 4/20/01 65A-57 CONSTRUCTION HISTORY: (Construction data, alterations, and date of alterations) July 10, 1928: Building (Multiple building permits for interior partitions and storefront renovations) March 30, 1989: Seismic rehab RELATED FEATURES: (Other important features such as barns, sheds, fences, prominent or unusual trees, or landscape) None DESCRIPTION: (Describe resource and its major elements. Include design, materials, condition, alterations, size, settings, and boundaries.) A remarkable example of the Churrigueresque variant of Spanish Colonial Revival design, the two-story Santora Building occupies the northeast corner of North Broadway and West Second Street in downtown Santa Ana. Of brick construction, the building is sheathed with stucco. A parapet hides the roof. The building is dominated by the corner bay, which projects out and up from the rest of the building. Pierced on both levels by large archways, this "tower" is embellished with intricately patterned cast stone spandrels over the upper story arches. Corbels, finials, and wrought iron balconies provide further decorative interest. On the side elevations, storefronts feature transoms with elaborate wrought iron grilles set below the carved soffits of the upper story overhang. Banks of second story windows are separated by pilasters with decorated caps. Additional entries are located at each end of the building on the south and west and midway on the west elevation; these bays echo the design of the comer. Storefronts incorporate tiled bulkheads beneath display windows. Steel casement windows open onto the balconies over the building entries. Other windows are double- hung sash. An engrailed molding marks the cornice. Although the building has experienced changes over the years, it retains a high degree of integrity and the exuberance of its original design remains undiminished. HISTORIC HIGHLIGHTS: Groundbreaking for the Santora Building took place on July 7, 1928. "Santora" combines the names Santa Ana and Orange. Built by the Santora Land Company, under the guidance of Oliver Halsell, vice-president and manager, the building cost $150,000 and was constructed on property acquired from the Minter family. Frank Lansdowne, one of the premier architects of the region, designed building. It had ten stores and an entrance lobby on the first floor, 20 shops and a large lobby on the second floor, and a full basement. Following the Long Beach Earthquake in 1933, the building served as city hall for two years while repairs were completed at the North Main Street facility. From 1934 until 1944 Daninger's Tea Room occupied the rooms on the second floor, southwest corner. The restaurant was famous for its home cooked meals and pleasant atmosphere, and attracted a clientele that included Hollywood celebrities Jack Benny, Milton Berle, Billie Burke, Charles Ruggles, Connie Haines, Lucille Ball, Gracie Allen, George Burns, Joan Davis, Rosalind Russell, Robert Young, William Holden and Alan Ladd, all of whom signed the guest book. RESOURCE ATTRIBUTES: (List attributes and codes from Appendix 4 of Instructions for Recording Historical Resources, Office of Historic Preservation.) (HP 6) 1-3 story commercial building cmUristoric\templates\Broadway 201 N Page 2 of 4 4/20101 65A-58 RESOURCES PRESENT: ® Building ? Structure ? Object ? Site MOVED? ® No ? Yes ? Unknown Date: Original Location: STATEMENT OF SIGNIFICANCE: (Discuss importance in terms of historical or architectural context as defined by theme, period, geographic scope, and integrity.) Santa Ana was founded by William Spurgeon in 1869 as a speculative townsite on part of the Spanish land grant known as Rancho Santiago de Santa Ana. Early growth and development was stimulated by the arrival of the Southern Pacific Railroad in 1878 and the Santa Fe Railroad in 1886. By the end of the 1880s, Santa Ana's downtown business district was defined by five city blocks of brick commercial buildings on 4th Street, with the heart of the city at the intersection of 4th and Main Streets. (Thomas, 8:1) The period of 1911-1915 saw many characteristic new business blocks or remodels along Fourth Street, and by the 1920s Santa Ana's downtown had expanded in each direction to include both commercial and civic development. The California style of living evidenced itself in the abundance of Spanish Colonial Revival style buildings, which were commonly built during the 1920s and early 1930s. Occupying a prominent corner in the downtown business district, the Santora Building is an exceptional example of such an improvement. It is highly significant for both its historical role in Santa Ana's commercial and civic history and for its architectural merit and association with the career of Frank Lansdowne, one of the premier architects based in Santa Ana during the 1920s. Since the 1980s, the Santora Building has served as an anchor for the developing Artists' Village. Character-defining exterior features of the Santora Building which should be preserved include but are not limited to: building scale and configuration on the two public elevations; exterior materials and finishes; all cast stone and other architectural embellishment; wrought iron grillework and balconies; tiled bulkheads; and original fenestration. SUMMARY/CONCLUSION: This building was listed in the National Register of Historic Places in 1982 as an individual resource and in 1984 as a contributor to the Downtown Historic District. Under the regulations implementing the California Register of Historical Resources, the building is also listed in the California Register. The Santora Building has been included in the Santa Ana Register of Historical Property for several reasons. It is an archetypal example of the Churrigueresque variant of the Spanish Colonial Revival style. It was designed by prominent Santa Ana architect Frank Lansdowne. It is significant for its historic and continuing role in the commercial, public and social life of Santa Ana. The Santora Building has been categorized as "Landmark" because the building "has historical/cultural significance to the City of Santa Ana" and has "unique architectural significance" (Municipal Code Section 30-2.2(1)). OWNER AND ADDRESS: cmUhiatoricltemplates\Broadway?Al N Page 3 of 4 4=101 65A-59 ? District ® Element of District ? Other RECORDED BY: (Name, affiliation, and address) Leslie Heumann Science Applications International Corporation 35 S. Raymond Avenue, Suite 204, Pasadena, CA 91105 . DATE RECORDED: February 28, 2001 SURVEY TYPE: (Intensive, reconnaissance, or other) Intensive Survey Update REPORT CITATION: (Cite survey report and other sources) City of Santa Ana, Santa Ana's Historic Treasures. Les, Kathleen. "Santa Ana Historic Survey, Final Resources Inventory: Downtown." May 1980. Thomas, Harold M. "Downtown Santa Ana Historic District" National Register nomination form, 1984. REFERENCES: (List documents, date of publication, and page numbers. May also include oral interviews.) Gebhard, David & Winter, Robert. Architecture in Los Angeles and Southern California, 1977, p434. Harris, Cyril M. American Architecture: An Illustrated Encyclopedia New York WW Norton 1998 McAlester, Virginia and Lee. A Field Guide to American Houses. New York: Alfred A. Knopf, 1984. National Register Bulletin 16A. "How to Complete the National Register Registration Form " Washington DC: National Register Branch, National Park Service, US Department of the Interior, 1991. Whiffen, Marcus. American Architecture Since 1780. Cambridge: MIT Press, 1969. EVALUATOR: Leslie J. Heumann DATE OF EVALUATION: February 28, 2001 t LANA11ON OF CODES Nbahnal`Re stef Criteria for Evaluation: (From Appendix 7 of Instructions for. Recording Historical RCSollru S ,Office of ?s» so I eserv, Qn -yf i C } tha odthe distinctive characteristics of a type, period or met(iod of construc}m ur tt;at re sent the gi ?v%or?am ster, or that Assess high artistic values,br that rePresent a sig,,. nificantand dJstini uisuble enttty ?ohigonents may, lack indl?idual distinction. - z 3- attonal'Register Status Code (Fi6m Appendix ?2 of Instructions for Recording Historical Re sources Office of Histone 1131 i ,? ?. ` Lifted in the National Register separately and as a contributor to a listed district em\historic\templates\Broadway 201 N Page 4 of 4 4/20/01 65A-60 I I j J I m Z J J Q co ? CY) CY) U) 0. 0 J G. Q m C) LO 0 Y 06 lE ' J (O d m Z J CN o Y N T- C) O O O J ° J m o pW N U ? U) O Q Q O z z z ? h- F-rtf H C) z Q CIO) 4- 0 f w C 4f . E: c ) Z d ? O z' O C ? (t3 o LL Q, O C Z COD c cu :3 W U ) U A C6 -o N a 0 fB o 3: O co "0 co cu d CU U) 3 m ? Q . O O CU z U C- N fII O U) C (n Z O N O r- CO r N N ? N II ? INIM Q L W 65A-61 (Page 55 of 61) RECORDING REQUESTED BY AND nC6 WHEN RECORDED RETURN TOs Santa Ana Historical Preservation society 120 W. Civic Center Drive Santa Ana, CA 92701 86-761988 1 RECORDED IN OFFICIAL RECORDS OF ORANGC COIJ14TV, CALIFOnIIIA "3 M PM DEC 16.86 THIS CONSERVATION EASEMENT is made this day of December, 1986, by and between SANTORA PARTNERS, a California general partnership („Grantor") and the SANTA ANA HISTORICAL PRESERVATION SOCIETY, a non-profit historic preservation corporation ("Grantee"). A. Grantor is the record owner of certain real property in the City of Santa Ana, County of Orange, State of California, legally described as Lots 2, 3, and 6 in Block 5 of the town of Santa Ana, as shown on a map recorded in Book 2, Page 51 of Miscellaneous Maps of Los Angeles County, California, commonly known as the Santora Building, which property includes improvements consisting of a two-story brick-faced building constructed in approximately 1929 ("the Building11). B. The exterior facade of the Building is one of architectural and historical significance and is entered on the National Register of Historic Places. C. Grantee is a non-profit corporation authorized and qualified to accept charitable gifts of easement for the purpose of preserving buildings, structures, or sites of historical, architectual, or cultural significance. D. Grantor desires to grant to Grantee, and Grantee desires to accept from Grantor, a Conservation Easement in and to the exterior facade of the building, on the terms and conditions hereinafter set forth, for the primary purpose of preserving, protecting and enhancing an historically significant property. -NOW, THEREFORE, incorporating herein by this reference the foregoing recitals and in consideration of the mutual convenants and restrictions hereinafter set forth, the parties hereto agree as follows: I MEN ,?Y OEOEARE THE DOFUM[MTARYJ TMNMr1 THE TAX 18. COMPUTED ON FIJU VALUE OF 11101tim OOOONMVEYED; OR, yy UM TIMI L?t,6/Ap.N¢D JUN; UC MBRA1 FCEb AGUININQ ATL IM •TIJ019 C# DECLA / T DR [HT • ?IRy NAE1[ MA llpl,,V NOIMY AtiS?GN1iW/ r Txll? VYNWY MAY Y ID MW 44,f r YpuJ1yY roM CA Y?1H 65A-62 Exhibit 5 Document:198600619881 Page:1 of 7 (Page 56 of 61) 86-619881 Grant Of •Wg 9Mt Grantor hereby irrevocably grants and conveys to Grantee a Conservation Easement in perpetuity in and to the exterior facade of the Building which consists of all exterior surfaces of the Building, including the walls, and decorative features for the purpose of preserving the facade of the Building. This Easement is granted for valuable consideration, receipt of which is herby acknowledged. Grantorls Covenants. In furtherance of the Conservation Easement herein granted, Grantor 4ereby covenants and agrees as follows: 1. The Grantor agrees to abide by the guidelines set forth in the Secretary of Interiors Standards for Rehabilitation, and to retain the architectural and historical character of the Building. . Grantor The agrees to work HistoricalPreservationsociety to bring w about h the a Ana restoration of the Building. proper 3. Grantee's approval for any changes to the exterior facade of the Building shall be requested by written notice from Grantor to Grintee specifying in reasonable detail the proposed action or actons and the expected commencement date hereof, which notice shall be at least thirty (30) days in advance of the date specified for commencement of the proposed action. If no notice of disapproval is given by the Grantee within the said 30-day period, then Grantee shall be deemed to have approved the action or actions specified in said notice, As a condition to the Grantee granting this approval, Grantor agrees that the Grantee may specify materials, methods, cleaning substances to be used in the work, may require the Grantor to obtain Grantee's approval of the final plans and specifications for the work and all change orders thereto and may impose such other reasonable conditions on such action or actions as Grantee deems necessary or desirable. Grantor agrees that the review and approval by Grantee of the proposed action and the plans and specifications are solely for the Grantees benefit. Grantee shall have no duty to warn Grantor, nor shall Grantee be deemed to have made a representation or warranty to Grantor with respect to the safety, adequacy, correctness, efficiency or compliance with law of the plans and specifications, the proposed action or any manner of respect thereto. 4. Grantor, at its sole cost and expense, shall perform such repair and maintenance of the Building as necessary to preserve the appearance and structural soundness of the •?•??- `I4tWHAI X014HY AFNGCYIIOM•7Yn?Vr+W WA -D O Nn . MgiOMW moo LA YI.IW Document:198600619881 Page:2 of 7 65A-63 (Page 57 of 61) 867619881 exterior facade and to otherwise maintain the Building in good repair. Nothing contained herein shall be deemed to require or in otherwise make Grantee liable to contribute any money or ces to the that ithe Buildingain notnnowo in t good Building. It should be noted insurance5withrlicensed at insurance expense carriers n against shall such risks an and in such amounts as is reasonable, including, without limitations, property insurance on an "all risks" basis and public liability insurance in an amount of not less than $500,000. Upon request by Grantee, Grantor shall promptly deliver to Grantee certificates of insurance fo'r each polic required hereunder. All such policies shall contain a provision that, notwithstanding any contrary agreement between Grantor and the insurance company, such policies shall not be cancelled, allowed to lapse without renewal, surrendered, or mater3.ally reduced in scope of limits of coverage without at least thirty (30) days prior written notice to Grantee. All such policies of insurance required hereunder shall contain a standard waiver of subrogation endorsement. Grantee shall be entitled to share reasonably in any insurance proceeds paid to Grantor am a result of the total destruction of the Building or damage to the exterior which Grantee determines cannot be repaired sufficiently to preserve the intent of hte Easement. In such event, Grantee shall be entitled to be involved in any discussions with insurer(s) concerning all claims made. In the event Grantor and Grantee cannot agree between them as to the division of insurance proceeds, each party agrees to submit the issue to binding arbitration in the Superior Court of the County of Orange. 6. If the Building or any part thereof shall be damaged or destroyed, Grantor shall give prompt written notice to Grantee of such damage or destruction and any emergency work completed or contemplated by Grantor, As loan as possible after the date of such damage or destruction, Grantor shall written report prepared by a qualified restorawhtion archisubmitectt a acceptable to both the grantor and Grantee, ich report shall include the following information: A. An assessment of the nature of the damage. B. A determination of the feasibility of the restoration of existing fabric or reconstruction of destroyed fabric. C. An estimate of such restoration and reconstruction ??....Y NAIpgAL NOIAAV 4$S I,pN. Mr v-- R" . PO 'A'?W Nom. LA YI]61 Doo=ent:198600619881 Page:3 of 7 65A-64 (Page 58 of 61) 86-7619881 work necessary to return the Building to the condition existing at the date hereof. 14 1, AW D. Plans and specifications to acoomplish the restoration and reconstruction. If in the opinion of the Grantee, after reviewing such report, the purpose and intent of this conservation Easement will be served, Grantor shall be required to restore or reconstruct the Building according to the plans and specifications submitted pursuant to Paragraph D above. If in the opinion of the Grantee, any restoration or reconstruction would not serve the purpose and intent of this` Conservation Easement, Grantor shall comply with the provisions of this Conservation Easement in the event Grantor wishes to so restore or reconstruct the Building. 7. If any action or proceeding be commenced for the taking of the Building or any part thereof or interest therein, for public or quasi-public use under the power of eminent domain, condemnation or otherwise, or if the same be taken or damaged by reason of any public improvement or condemnation proceeding, or in any other manner, or if the Grantor receives any notice or other information regarding such proceeding action, taking or damage, Grantor shall give prompt written notice thereof to Grantee. Grantee shall be entitled at its option to participate in any action or settlement with respect to any condemnation awards and recover compensation from the condemning authority for any loss or damage caused by such condemnation. S. To the fullest extent permitted by law, Grantor shall indemnify, defend, and hold Grantee, its officers, directors, agents, and employees harmless Corm and against: A. Real property taxes and general or special assessment assessed and levied against the Building and/or land. B. All claims, demands, liabilities, losses, costs, damage, and expense of any kind or nature (including, without limitation, reasonable attorneys' fees and costs, whether or not suit is brought) arising out of this Conservation Easement, the conveyance or possession thereof or the exercise of any rights hereunder, unless such suit, claim or demand is caused solely by the negligence or willful misconduct of Grantee. Grantee's COVenantg= Grantee covenants and agrees to inspect once a year the exterior facade of the Building for compliance with this Conservation Easement. _ .... ? . _ ...... ...............?.-ter.-r?i.- ? iirarr v.+.•w.rrw.+w?GV'Arm-'.L+?/G+l.?.r+.'?v+J:+.+.:.?.G.i.Yli.:fr.+ri r.+.+,rw.)' T110 th NANONAL NOTMT Af&XUT*m. ]lob, VMM.Y. ONA . PO Fo..N? wooo..a.w. a,r». Doc=ent:190600619881 Page:4 of 7 65A-65 (Page 59 of 61) ; w ck- 1988 1 Statutory authors}.. This instrument is made pursuant to California Civil Code, Sections 815-816, inclusive, Conservation Easements, but the invalidity of such Act or any part thereof shall not affect the validity and enforceability of this instrument according to its terms, it being the intent of the parties that this instrument constitute an equitable servitude, an easement in gross and/or restrictive covenant, $emedieg of Grantee. In the event or a violation or breach by Grantor of any provision of this conservation Easement, Grantee, in addition to any remedies now or hereafter provided by the law or in equity, shall have all the remedies set forth in California Civil Code, Section 815.7, as it may be amended from time to time, or any successor statute thereto. the connection Any notice this Conservation from either arty to other in coo Easement shall be in writing and shall be delivered by hand or sent by registered mail, postage prepaid, return receipt requested, to the address of the party shown below or such other address which the party may specify in compliance with this Paragraph. Such notice or demand, if sent by mail, shall be deemed given three (3) days after deposit in the United States mail, and if delivered by hand, shall be deemed given when delivered. If to Grantor: Santora Partners Anderson, Taver Z Reeves 1965 W. Foothill Boulevard Suite 1 Upland, CA 91786 If to Grantee: Santa Ana Historical Preservation Society 120 West Civic Center Drive Santa Ana, CA 92701 714/547-9645 Compliance with Appl{n7,hlg Nothing contained herein shall be interpreted to authorize or permit Grantor to violate any ordinances or requirements of governmental authorities having jurisdiction over the land and Building, construction thereon, or use thereof, including, without limitations, any building materials, construction methods, fire safety, emergency or energy-related requirements. In the event of any conflict between any such ordinance and the terms herein, the ordinance shall prevail and the Grantor shall promptly notify Grantee of such conflict and shall cooperate with grantee or other appropriate authority to accommodate the purposes of both this instrument and such ordinance. If any .ti..-.R..?.......e.?.rw,aru rwiw ASJ=u iw. ? wwAAi/ tIl r ?AAAw!r.AAA/A.+i( 730]Y.Hw, W.0 . YO ao. 4670. 1Wm wn C. V,V Doc=ent:198600619881 Page:5 of 7 65A-66 (Page 60 of 61) 817;619881 term or provision of this Agreement is determined to be illegal or unenforceable, all of the other terms, provisions, and sections hereof shall nevertheless remain effective and be in force to the fullest extent permitted by law, execute 2Ub2XAnAtj2n. necessaiyGto subordinate this Easement to the lien of any after-recorded Deed of Trust against the Building securing note(s) conforming to the following limits 1. Aggregate principal balance not to exceed $5,000,000; 2. Effective nominal interest rate not to exceed 13% per annum; and 3. Repayment term to be not less than three (3) years. Easement-a=s w *h , The obligations imposed by this Conservation Basement shall be deemed to run as a binding servitude with the land in perpetuity. This instrument shall extend to and be binding upon Grantor, its successors and assigns. £nforeQMent os s. Grantor agree. to expenses, and charges, including reasonable attorneys feessand costs, which may be incurred by Grantee in the enforcement of this Agreement, whether or not any action or proceeding is brought to enforce the provisions hereof. Assignmen This conservation Basement shall survive any termination of Grantee's existence and shall run for the benefit of and may be enforced by Grantee's successors and assigns, or by its ;lesignees duly authorized in a deed of oappaniointmentzati. Any describedsinrSection i170(h)(3) b of a the Internal Revenue Code. The Easement shall not be transferred so long as the Santa Ana Historical Preservation society remains a qualified organization under the laws of the State of California. This Agreement shall be binding upon any successor or assignee of Grantee. Govern+na t-• This Conservation Basement shall be governed by and construed in accordance with the laws of the State of California. Further Assurances. Grantor hereby covenants and agrees to execute and deliver to Grantee from time to time, 6 •-• -••. _-_. NATwMti.1.1AS$OC410H. MOM V-W1 UW, VO 80."wl1,?•V?AOWV H... CA V1 Doa muent:198600619881 Page:6 of 7 65A-67 (Page 61 of 61) W-V ? V W instruments, agreements, and documents whicheGrantee may require, and to Y and all desirable, to carry Dot thipuother rpose?°ot thieaC Easement. onaoryationrY or GRANTORS: SANTORA PARNTERS, a California general partnership Syr _?- GRANTEE: ETA ANA HISTORICAL, PRESERVATION SOCIETY; a California Non-Profit Corporation mil r v1 ?'.4?17 0 ??-lST BY: PARTNERSHIP ACKNOWLEDGMENT ' NO PO9 Stateol CALIFORNIA On thislhe 16 dayof December Sb Countycf __?RANCE 1 LA VERNE V. LYZNICK the undersigned Notary Public, personally appeared OFFICIQ SEAL U VERNE G. LYZNICK rA NOTARY PeaLIC CALIrORN1A PRINCIPAL OrFKA iN ORAWU COONTY C-i"" EAP. Dec. 29, 1969 r 6?c? ' n70 It2 `???r•eY..?.paleS.n J GENERAL ACKNOWLEDC3MEN'T Personally known to me YX proved to me on the bases of 3atlsfactory evidence to be the person(s) who executed the within instrument on behalf of the partnership, and nknowledgad to me that the partnership executed it. WITNESS my hand end offlc1813081. Nota/y.Slgnature State of CALLFORNIA On this lhe.. 16 _ dayof _ December _ Ig_86,,beloreme, ?S GE--- ?' r-- - County of _ ORA N 111 _LA VERNE-C,_LYZNICK The undersigned Notary Public, personally appeared ,,..., v pen s B$ G ?`" prol i_" ? b • ..?' NOT uD lC CALIFORNIA PAt oFM IN e Ih, I within I. ' awful' CoaprY , i. , >vr Grlunnlgll (Ip De: 29 I96 /. <Ic . WITNEi . '; No la ' 4V1?..MUHGAIi' L r. - IPmm i?p'f>1 Ilslaolory evidence f a 'ens is _ ?? -subscribadlto 1,4 thel I r no ' What -- - _.executed ll. Q 14 At it NAWNA: NOrAAY ASSMurpN. li%e Y6M W! eM1 . PO as N73 , Yr6nertl N4 CA %961 Docwaent:19t3600619881 Page:7 of 7 65A-68 (Page 1 of 61) X1LIP!] RDCXXWW MS.II. TO; = McDonough, Holland & ALIM 83-430388 Drive, Suite Flo M Ne°0,ort e?California Attn: Janet L. Callister DEED OF ARCHITECTURAL FACADE EASEMENT FIRST AMERICAN TITLE INS-CO, I` THIS DEL:D OF ARCHITECTURAL. FACADE EASEMENT, made this loth day of Decomber, 19B2, by and between KILKENNY ASSOCIATES, a California Limited Partnershin, Grantor., and THE ENDOWMENT FUND kjOF IIERITAGE ORANGE COUNTY INC., Grantee. RECORDWINOFFICIAL RECORN a OF ORANGE COUNTY, CALIFORNIA F Iii a RECITALS -422 PM SEP29'83 o .R ' a a,ii?.?.K,L ACOUN" The Grantee is a non-profit corporation organized nursuant go , to 3'?r? n3 the Non-Profit Corporation Act, State of California to further `;, ,•? tithe goals of preserving the architectural, historical and cultural o§" "heritage of California by stimulating, encouraging and assisting individuals in organizations undertaking the preservation of architecturally, historically and culturally significant residences and other properties by other means; The Grantee is authorized to accent easements to protect oroperties significant in California historv and culture; The Grantor is the owner and fee simpl.e of improved real property, consisting ofs Commonly known as The Santora Building 207 North Broadway, Santa Ana, California and legally described as follows: Lot 2, 3 and 6 in Block 5 of the town of. Santa Ana, as per map recorded in Book 2, oaae 51 of Miscellaneous Records of Los Angeles County, California which property is hereinafter sometimes referred to as "the premises", and which is more particularly described in Schedule Document:198300430388 Page:1 of 20 65A-69 (Page 2 of 61) 83-430388 A which is attached hereto and incorporated herein by this reference; The premises has been submitted to the National Rcgister of Historic Places maintained by the Denartment of Interior; and will be placed on the Reoister in January, 1983, The Premises are significant in California history and culture and constitute an imoortant element in the architectural background of Southern California and Orange County; The grant of a architectural facade easement by Grantor to Grantee on the Premises will assist in preserving and maintaining the Premises and the architectural background of the State of California, and to this end Grantor desires to orant to Grantee, and Grantee desires to accept, and architectural facade easement on the Premises. NOW, THEREFORE, in consideration of One Hundred Dollars ($100.00) and other good and valuable consideration, receiot of which is hereby acknowledged, Grantor does hereby grant and convey unto the Grantee, an easement (which easement is more particularly described hereinafter) in and to that certain real oroperty and the exterior surfaces of improvements locateC thereon which are more particularly described as follows: Lot 2, 3 and 6 in Block 5 of the Town of Santa Ana, as per man recorded in Book 2, pace 51 of miscellaneous Records of Los Angeles County, California Doc=ent:198300430388 Page:2 of 20 65A-70 (Page 3 of 61) i 83-430388 The easement qranted herein shall constitute a bindincr servitude upon the Premises, and Grantor convenants on behalf of its successors and assiqns, with Grantee, its successors and assigns, such covenants beinq deemed to run as a bindinq servitude, in ocrnetuity, with the land, to do or refrain from doing upon the Premises each of the following stipulations, which the%, agree contribute to the public puroose in that they aid significantly in the preservation of the historic property: 1. The exterior surfaces of the improvements (including, without limitation, the exterior walls, roofs, chimneys and other elements of the exterior facade thereof) are those which are visible at the Present time, which are those depicted in the photographs attached hereto and incorporated herein as Exhibit A hereof. Without the express written nermission of the Grantee, its successors or assigns, no construction, alteration or remodelinn shall be undertaken or permitted to be undertaken on the Premises which would affect either the exterior surface or otherwise alter the facade or appearance of said improvements as depicted in Exhibit A or which would adversely affect the structural soundness of the Premises; Provided, however, that the reconstruction, repair, repainting or refinishing of the presently existing parts or elements of the said improvements subject to this architectural facade easement, damaqe to which is resulted from casualty loss, deterioration or wear or tear, shall be permitted without the prior approval of Grantee, provided that such reconstruction, repair, repainting or refinishing is performed in a manner which will not alter the appearance of those elements of the improvements Document:198300430388 Page:3 of 20 65A-71 (Page 4 of 61) 83-430388 as they are on this date. Grantor aqrees to obtain the prior written consent of the Grantee, its successors or assigns, as to the cleaning process to be emploved or the quality or color of the paint to be used if significantly different from that presently existing. Grantor may restore to its original, condition and appearance the exterior trim, woodwork, and balustrades to the extent that the original condition and appearance can be determined. Grantor agrees at all times to maintain the lot and structure herein described, and the exterior appearance of the Premises in a good and sound state of repair, subject to the casualty loss provisions described below. 2. The Premise should be used onlv for those purposes allowed under the existing zoning ordinance applicable thereto as well as all other governmental laws and regulations now or hereafter in effect as applies to these Premises. 3. The Premises shall not be subdivided, nor shall it ever be devised or conveyed except as a solitary unit. 4. No extension of the existing structure or erection of additional structures shall be permitted, except that in the event of damage resulting from casualty loss to an extent rendering repair or reconstruction of the existing improvements impracticable, erection of a comparable structure, the design of which shall be subject to the prior approval by Grantee, shall be permitted. Dorn ent:198300430388 Page:4 of 20 65A-72 (Page 5 of 61) 83-430388 5. No utility transmission lines or easements, except those required for the existinq improvements, may be created or granted on the subject Premises. 6. No dumping nor storage of trash, rubbish, or any other unsightly or offensive materials shall be permitted on the subject Premises. 7, No topographical changes, including but not limited to the excavation and the cutting of trees greater than eight inches in diameter (except when dead or dangerously decayed), shall occur upon the Premises. 8. Grantor hereby agrees that duly authorized representatives of Grantee, its successors or assigns, shall be permitted at all reasonable times to inspect the Premises. Inspection of the interior will be made at a time mutually agreed upon by Grantor and Grantee, its successors or assigns, and Grantor covenants not to withhold unreasonably its consent for such inspections. 9. In the, event of any violation of any covenant or restriction contained herein, the Grantee, its successors or assigns, may, upon reasonable notice to Grantor, institute any legal or equitable action for damages to enjoin by ex parts, temporary, and/or permanent injunction, such violation and to require the mandatory restoration of the Premises to their prior Doaument:198300430388 Page:5 of 20 65A-73 (Page 6 of 61) 83-430388 condition, or, in the alternative, to enter upon the Premises, correct any such violation and hold the Grantor, its successors or assigns, responsible for the entire cost thereof. Grantee, its successors or assigns, shall also have available all other legal and equitable remedies to enforce Grantor's obligations hereunder, and in the event Grantor is found to have violated any of its obligations or covenants, Grantor shall reimburse Grantee, its successors or assigns, for any and all expenses incurred in connection therewith, including court costs and attorneys fees. 10. Grantor agrees that these restrictions will be inserted by it in any subsequent deed or other legal instrument by which it divests itself of either the fee simple title or its possessory interest in the Premises, or any part thereof, 11. Grantor, for itself, its successors or assigns, agrees that the Grantee, its successors or assigns, may provide and maintain a plaque on the street facade of the Premises (not to exceed eight by twelve inches in size) in a desiqn mutually approved by both parties hereto, givinq notice of the history of the Premises and the grant of, this architectural facade easement. No other signs, billboards, or advertisements shall be displayed or placed upon the Premises, except plaques or other markers appropriate for commemorating the historic importance of the Premises, signs necessary to direct nassge of persons or parking vehicles upon the Premises, and sign or signs stating the address of the Premises. Document:198300430388 Page:6 of 20 65A-74 (Page 7 of 61) 83-430388 r The foregoing covenants and restrictions imposed and agreed upon as aforesaid, shall not only be binding upon the Grantor but also upon its successors and assigns, and shall continue as a servitude running in perpetuity with the land and shall survive any termination of Grantor's or Grantee's existence. All rights reserved herein to Grantee shall run for the benefit of and may be exercised by its successors and/or assigns, and by its designee duly authorized in a deed of appointment executed by a duly authorized officer. IN WITNESS WHEREOF, Grantor has executed, sealed and delivered this Deed of Architectural Facade Easement, and said Grantee has caused these covenants and restrictions to be accepted, and both parties duly executed this instrument on the date and place indicated below. NbY ASSOCIATES GRANTOR general partner ElIIX7f EM F,nU.M OFF EEtIMM mhNGE Coum, nu naroia M. Ttxmas - President GRANTEE corporate Acknowledgement Non-Profit Corporation Document:198300630388 Page:7 of 20 65A-75 (Page 8 of 61) i STATE OF CALIFORNIA 83-430388 COUNTY OF. _....__ .. Drange • • .•I On _DSl:embar 14, 1982 before me, the undersigned, a Notary Public In and for said Stele, personally appeared - Alexander B. Mc Donald c a ? personally known to ma for proved to me on IM Deals of saUS• n factory evidence) to be the person that executed the within {8 Instrument as- General _ __panner(s), t on behalf of_ Kilkena Associates $ OPPICIAI. SEAL t)E.ORA. DES JARDINS California LimiCed PartAarn &J®Rs mnhlp NOTARY PUBLIC • CALIFORNIA therein named and acknowledged to me that the partnership LOS ANGELES COUNTY executedlL My comm. aVra AN 8, 1831 ut WITNESS y rd onlelel sl. 8lpneluraL - (This area for official notarial seal) CAT. NO, NNOO777 TO 1946 CA f7-e2) I? ?GS NZ (Corporation) AANNDD TRl)lE T I STATE OF CAI.IRORN!A aTtwrreorrnwv COUNTY OF Orange 38, On December: 14, 1982 before me, the undersigned, a Notary Mile in and for said State, personally appeared ro . Thomas personally known to me or proved to me on the barb of satisfactory evidence to be tht, person who executed the within Instrument u the a President, and personally own to me or prove to me on t e ub of satWeetory evidence to be OFFICIAL SEAL a thepc?o in who executed al) )v(th?rt Instrument as the Presll]ent drEVaf)/ of the Cor oration 1?I<HORAH DES JARDINS NOTARY PUBLI G p that executed the within instrument and acknowledged C • CALIFORNIA LOS NIGELES COUNTY to me that such co rp ration executed the within instru• i b My ranm. 'Ones JAN 8, .)81 mcnt pursuant to ts y-laws or a lotion of its WITN rdycto??qq, ^ board of dimfa'ah ESS d Ad officiadsesl. A r (This arse for aMcW o*WW scar) Doc=ent:198300430388 Page:8 of 20 65A-76 (Page 9 of 61) 83-430388 s Ca if®rnis I, MARCH FONG 1,"U, Scrretai'N of State of the State of California. hereby certify: That the 111-M Cxed transcrii-)t has been compared with the record on file in this office, of which it purports to he a copy, and that same is full, true and correct. IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the State of Califomia this SEP 31982 ll(?ec?c,Pn ' V vl ".W- FO . CC-107 Doa=.nt:198300430388 Page:9 of 20 65A-77 (Page 10 of 61) 83-430388 CERTIFICATE OF AMENDMENT TO E D D O R E ARTICLES OF INCORPORATION D F In da vice 91 00 Sov-q of S?oa vice Saaol GaGlomh FOR AUG3 0198? THE ENDOWMENT FUND OF THE ENVIRONMENTAL C?? SxrNo?1 of Skle R15 By 1AMDapv OF ORANGE COUNTY, INC. ty A California Nonprofit Public Benefit Corporation To: The Secretary of State: HAROLD M. THOMAS and PAM WHITNEY the undersigned, are the President and Secretary of THE ENDOWMENT FUND OF THE ENVIRONMENTAL COALITION OF ORANGE COUNTY, INC., and desire to amend the Articles of Incorporation as prescribed by Section 5614 et seg. of the Nonprofit Public Benefit Corporation Laws of the State of California. 1. Article FIRST of the articles of incorporation of this corporation is amended to read as follows: FIRST: The name of the corporation is: THE ENDOWMENT FUND OF HERITAGE ORANGE COUNTY,INC. The foregoing amendment of articles of incorporation has been duly approved by the Board of directors. The corporation has admitted no members other than the incorporators. 11n. _ Ah.u M BOLD M. THOMAS, Pros dent PAM WHITNEY Secr?§Eary The undersigned declare under penalty of perjury that the matters set forth in the foregoing certificate are true of their own knowledge. Executed at Santa Ana, California, on July W , 1982. IA^ . THO S HAROL M MA -- ....?? ?? ?? .. lNH'ITNC? Dommont:198300630388 Page:10 of 20 65A-78 (Page 11 of 61) 65A-79 Dooument:198300430388 Page:11 of 20 (Page 12 of 61) tw? 83-430388 Now 65A-80 0/6' I D, ant:198300430388 Page:12 of 20 (Page 13 of 61) 65A-81 Doaument:198300430388 Page:13 of 20 (Page 14 of 61) 83-430388 .. y1,, ? 4 y '( I '.4•w ,,?'[ ?fib FAf I?G.+ Dooument:198300430388 Page:14 of 20 65A-82 (Page 15 of 61) 65A-83 Document:198300430388 Page:15 of 20 (Page 16 of 61) g?-43o??B. .: y". Dooument:198300430388 Page:16 of 20 65A-84 (Page 17 of 61) 65A-85 Aocument:198300430388 Page:17 of 20 (Page 18 of 61) 83-430388 All •IyF Dooument:19B300430388 Page:18 of 20 65A-86 (Page 19 of 61) 65A-87 Dooument:198300430388 Page:19 of 20 (Page 20 of 61) 83.-430388 Ij, ., i f R Document:198300430388 Page:20 of 20 65A-88 :. x ?.,, k } .?- A (Page 21 of 61) 13 Q r 53-430391 RECORDING RROUESTBDBY -700?? 25 ' ?+ FIRST AMERICAN TITLE INS.CO. *IEN Ii RDED MAIL TO: McDonough, Holland & Allen R OR DID INO OFFICIAL F19 CORDS CALIFORNIA 3200 Park Center Drive, Suite 710 Costa Mesa, CA 92626 Attn: Janet L. Callieter -400 PSI SEP 29',.03 $16.00 C2 DEED OF ARCHITECTURAL FACADE EASEMENT This grant deed of an Architectural Facade Easement is made this 28th day of September, 1983 by KILKENNY ASSOCIATES, A CALIFORNIA LIMITED PARTNERSHIP, having an address at 207 N. Broadway, Santa Ana, California ("Grantor"), in favor of THE ENDOWMENT FUND OF HERITAGE ORANGE COUNTY, INC., a California non-profit mutual benefit corporation, having an address at 106 West Fourth Street, Suite 503, Santa Ana, California 92701 ("Grantee"). Recitals Grantor is the owner of the certain improved real property, consisting of: commonly known as, Santora Building, 207 North Broadway, Santa Ana, California. Lot 2, 3 and 6 in Block 5 of the Town of Santa Ana, as per map recorded in Book 2, Page 51 of Miscellaneous Records of Los Angeles County, California, in Orange County, California, more particularly described in Exhibit "A" attached hereto and incorporated herein by this reference ("the property"). The property is significant in California history and culture and is an important example of Southern California and Orange County architecture. FIN undoarzoil d--tars Ih:t VW Powmor4ry Tnnshr FIh Wy4bb hvtan It 3 Na ?^nr i•`bltilt7.?t. com"'.!; : on (=n value of oroDatly mmoyud ,....-_. Co;.. J on f 'I V. a %:a 11=2 onJ 0,14)VII) lncH ramoinbip of pmo of :ola ''. DIZ.it IRST AMERICAN TITJr c_mn or a1t=:3nnjI LE INSURANCI COMPANY Exhibit / Document:198300430391 Pagel of 13 65A-89 (Page 22 of 61) 83-430391 The property has been placed on the National Register of Historic Places as maintained by the United States Department of Interior and/or is located in a registered historic district (as defined in 948 (g) (3) (B) of the Internal Revenue Code) and has been certified by the Secretary of the United States Department of the Interior to the Secretary of the United States Department of Treasury as being of historic significance to'the district. Grantors in granting this Architectural Facade Easement desire and intend that the architectural and historical value of the property be preserved and maintained. Grantee is a tax-exempt non-profit organization as described in 9501 (c) (3) of the Internal Revenue COde which meets the requirements of 9509 (a) (3) of the Internal Revenue Code, and which is controlled by an organization described in 5501 (o) (3) of the Internal Revenue Code, which controlling organization meets the public support test of 9509 (a) (2) of the Internal Revenue Code. Grantee's primary purpose is the preservation, protection and enhancement of historically significant real property. By accepting this grant, Grantee agrees to honor and defend the intentions of Grantor stated above, and to preserve and protect the facade, and thereby the architecture, of the property. -2- Doa=ent:198300430391 Page:2 of 13 65A-90 (Page 23 of 61) 83-430391 NOW, THEREFORE, in consideration of the facts recited above and the mutual convenants, terms, conditions and restrictions contained herein, and pursuant to SS815 and 816 of the California Civil Code, Grantor hereby voluntarily grants and conveys to Grantee an Architectural Facade Easement in gross in perpetuity over the property of the nature and character and to the extent hereinafter set forth. 1. Grantor convenants to do or refrain from doing upon the property each of the following; Without the written permission of Grantee, no construction, alteration or remodeling shall be undertaken or permitted to be undertaken on the property which would affect either the exterior surface or otherwise alter the facade or appearance of the presently existing improvements on the property, or which would adversely affect the structural soundness of the improvements. (The exterior surfaces of the improvements, including, without limitation, the exterior walls, roofs and chimneys are those which are visible presently, and which are shown in the ( ) photograph(s) of the exterior surfaces of the improvements, which photographs are attached hereto and incorporated herein by this reference.) However, reconstruction, repair, repainting or refinishing of the improvements necessitated by damage resulting from casualty, deterioration, or wear and tear, shall be -3- Dou=ent:198300430391 Page:3 of 13 65A-91 (Page 24 of 61) 83-430391 permitted without the prior approval of Grantee, provided that such reconstruction, repair, repainting or refinishing is done in a manner which will not alter the appearance of the improvements. In case of any reconstruction, repair, repainting or refinishing, Grantor agrees to obtain the prior written approval of Grantee as to any cleaning process to be employed, or the quality or color of paint to be used if significantly different from that presently on the improvements. Grantor may, without prior permission of Grantee, restore to original condition and appearance the exterior trim and woodwork, including balustrades, if any to the extent reasonably determinable. Grantor agrees at all times to maintain the property and improvements thereon, including the exterior appearance of the improvements, in a good and sound state of repair, subject to the casualty provision at paragraph 4 below. 2. Grantor agrees that the property shall be used only for those purposes permitted under the current zoning ordinance applicable thereto, as well as under all other laws and regulations now or hereafter applicable. 3. Grantor acknowledges that there is presently existing substantial and regular opportunity for the general public to view the architectural characteristics of the -4- Doo ment:196300430391 Page:4 of 13 65A-92 (Page 25 of 61) 83-430391 property. Grantor agrees that Grantor shall do nothing to obstruct or in any way impair such view, and shall take whatever actions as are reasonable under the circumstances to prevent obstruction or impairment by others. 4. Grantor agrees that should Grantor undertake any development on the property after date of this deed, such development shall conform in all material respects with applicable local, state and Federal standards for construction or rehabilitation within a district registered as an historic district on the National Register maintained by the United States Department of interior. 5. Grantor agrees that the property shall not be subdivided and shall not be conveyed or devised except as a single unit. 6. Grantor agrees that no enlargement of the existing improvements, or building of additional improvements shall take place, except that in the event of damage resulting from casualty to an extent rendering repair or reconstruction of the existing improvements unreasonable, building of comparable replacement improvements, the design of which shall be subject to the prior approval of Grantee, which approval shall not reasonably be withheld, shall be permitted. In such event, the replacement improvements shall conform in all material respects with applicable local, state and Federal standards for -5- Document:198300430391 Page:5 of 13 65A-93 (Page 26 of 61) 83--430391 construction within a district registered as an historic district on the National Register maintained by the United States Department of interior. 7. Grantor agrees that no easements, or similar or like interests in real proeerty, for purposes of placement of utilities or transmission lines, or other like or similar uses, may be granted or otherwise created on the property, except those required for the existing improvements. 8. Grantor agrees that Grantor shall permit no dumping or storage of trash, rubbish or any other unsightly or offensive materials on the property. 9. Grantor agrees that Grantor shall permit no topographical changes, including, but not limited to, the excavation and cutting of trees greater than eight (8) inches in diameter, except those which are dead or dying. 10. Grantor agrees that Grantee or Grantee's representatives shall be permitted at all reasonable times to inspect the property and the improvements. Although Grantee shall generally be able to make adequate inspection from the street, Grantor agrees that Grantee or his representative shall be permitted to enter and inspect the improvements from the inside for purposes of insuring maintenance of structural soundness of the improvements. Absent reasonable evidence of -6- Document:198300430391 Page:6 of 13 65A-94 (Page 27 of 61) 83-430391 deterioration, such interior inspections shall not take place more often than once annually. Inspection of the interior shall be made at a reasonable time in accordance with this paragraph upon request of Grantee. 11. Grantor agrees that Grantor shall provide no less than fifteen (I5) days written notice to Grantee before exercising any right of Grantor in connection with the property, the exercise of which shall have any adverse impact upon the interest in the property which is the subject of this easement. 12. Grantor agrees that in the event of any violation of any convenant or restriction contained in this easement, Grantee may after reasonable notice to Grantor sue for injunction, ex parte, temporary or permanent, of such violation and to require restoration of the property to prior condition, or, in the alternative, Grantee, or his representatives, may enter upon the property, correct any such violation, and hold Grantor responsible for the costs of corrections. Grantee may also exercise all other equitable and all legal remedies available to enforce Grantor's obligations under this easement. In the event Grantor is found to have violated any convenant or restriction of this easement, Grantor shall reimburse Grantee for any costs or expenses incurred in connection therewith, including, but not limited to, court costs and attorneys fees. -7- Dooament:198300030391 Page:7 of 13 65A-95 (Page 28 of 61) 83430391 13. Grantor agrees that the convenants and restrictions contained in this easement shall be incorporated by Grantor in any subsequent deed or other instrument by which Grantor divests Grantor of either the fee interest or a possessory interest in the property or any part thereof. 14. Grantor agrees that Grantee may place and maintain a plaque on the street facade of the property, not to exceed eight inches by 12 inches (8" by 12") in size, in a design reasonably agreed upon by Grantor and Grantee, which plaque is to give notice of the history of the property and improvements, and of the grant of this easement. No other signs, billboards or advertisements of any nature shall be placed upon the proerty, except fitting plaques or markers necessary to commemoration of the historic importance of the property, signs necessary to direct passage of persons or parking of vehicles upon the property, and a sign or signs stating the street address of the property. 15. Grantor and Grantee agree that if, as a result of an unexpected change in conditions surrounding the property having rendered the purposes of this easement impossible or impractical of attainment, this easement is extinguished in a judicial proceeding, all of the proceeds of the Grantee received in any sale or exchange of the property subsequent hereto shall be used by the Grantee in a manner consistent with -8- Doc=ent:198300430391 Page:8 of 13 65A-96 (Page 29 of 61) 83-430391 the purposes of this easement. Grantor and Grantee further agree that Grantee enjoys certain rights under this easement which rights are immediately vested in Grantee, and which have a fair-market value that is a minimum ascertainable proportion of the fair-market value of the entire property, which value is to be determined under Proposed Income Tax Regulations 1.107A-13 (h) (3), as published in the Federal Register dated May 25, 1983, or such final regulation as corresponds in substance thereto, or any other corresponding successor regulation or ruling. 16. Convenants and Restrictions contained in this easement shall bind Grantor and Grantor's heirs, personal representatives, successors and assigns. 17, This easement may be conveyed or otherwise transferred by Grantee only if the following conditions precedent to transfer are wets (a) that Grantee impose, as a condition of the transfer that the purposes served and advanced by this easement continue to be carried out by the transferreel and (b) that the transferree be, and satisfactorily demonstrate that it is, one of the followings (i) a governmental unit described in Internal Revenue Code S170(b) (1) (A) (v)l (ii an organization described in Internal Revenue Code 5170(4) (1) (A) (vi)i (iii) a charitable organization described in internal -9- Document:198300430391 Page:9 of 13 65A-97 (Page 30 of 61) 83-430391 Revenue Code 8501 (c) (3) which meets the public support teat of internal Revenue Code 5509 (a) (a)J (iv) a charitable organization described in internal Revenue Code 5501 (c) (3) which meets the requirements of Internal Revenue Code 5501 (c) (3) and that is controlled by an organization described in (i), (ii), or (iii) immediately above. Requirements of this Paragraph 17 shall be deemed to be met in the case of a sale or exchange of the property under the circumstances described, and in accordance with the terms and conditions set forth in Paragraph 15, above. 18. Enforcement of the terms and conditions of this easement shall be at the discretion of Grantee and any torebearance of Grantee to exercise any rights hereunder in the event of any breach hereof by Grantors shall not be deemed or construed to be a waiver of Grantee's rights hereunder in the event of any subsequent breach. 19. If any provision of this easement or the application thereof to any person or circumstance is found to be invalid, the remainder of the provisions of this easement, and the application of such provision to persons or circumstances other than those as to which it is found to be invalid, shall not be affected thereby. -10- Doo=ent:196300430391 Page:10 of 13 65A-98 (Page 31 of 61) g3-430391 IN WITNESS WHEREOF, Grantor and Grantee have executed this instrument the date above written. KILKENNY ASSOCIATES , a California limited partnership BY /'r 'GRANTOR" Clifford C. Larson, general partner THE ENDOWMENT FUND OF HERITAGE ORANGE COUNTY, INC. BY - 1.... (f 'C' ?T2-4 s JANET L. CALLISTER GRANTEE MCDONOUGH, HOLLAND & ALLEN -11- Doaument;198300430391 Page:11 of 13 65A-99 (Page 32 of 61) f STATE OF CALIFORNI 1 COUNTY OF 83-430391 pi s On ' ?j lw3 before me, l k0 undersigned, a Notary Pubix In and lot sold Slate, personally appeared _ e. Personally known tome (or proved to me on the basis of ,,is. C factory "Vid0noo) 10 be the person that executed the within .99 Instrument as - paffner(s). On behalf olyj?-?e2 -. the parlnershlp M Jc therein n Imed and acknowledged 1o me that the partnership CI WITNESS my hand and offk seat. clat " Signatures ?_ e. ,j[ 171116 Stan for official notarial "aq IlodMdmq SPATE OF CALIFORNIA COMMONWEAUH LAND- 1 33. Trnl INMAMQ QDWAW OOIJNTY OF ORANGE pa SEPT. 27.1923_ balers., R. TAME sNoutPublicbandtoSaidState, par.o.uyappeased??CAL •T.S'1'FR . (koewo to me) (o p to ass on tbs bade ol sathdaetory aridsoool to be the Passau whom s1uns-4L- sebsomed to& within t and edtow&Wpd that she esecoud the e. WMESS my WA seal. 111tICIN,? R. TATE .ap+ NOT BM - CAUMM u R. PRINCIPAL OF w 1 CRANK COUNTY 1 My Cotnmbsfoh Fa0. Die. L5, M Sae M31CAtrek rAb"1o.pkbr..wW"Q I s i i I Doaument:198300430391 Page:12 of 13 65A-100 (Page 33 of 61) 5• THE LAND REFERRED TO IN THIS COMMITME 831S43N39ySTATE OF CALIFORNIA., COUNTY OF ORANGE. CITY OF SANTA ANA AND IS DESCRIBED AS FOLLOWS# LOTS 2, 3 AND 6- IN BLOCK 5 OF THE TOWN OF SANTA ANA. AS SHOWN ON A MAP RECORDED IN BOOK 2, PAGE 51 OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA. ,.,?; ?,?, acs ?'?, ;,? • --_ - __.. t . . 1 '4 lTit11?:? ., Doo[mient:198300630391 Page:13 of 13 65A-101 ,'age 34 of 61) RFCORDING RFQilESTEO ev Ak-1MAIJ TO ?', t' '1F 3RD C. LARSON 85-036030 cP?P\io ATTUFKI Yv1T 1,1C L - (9 4-J DEED OF SUPPLEMENTAL ARCHITECTURAL FACADE BASEMENT THIS DEED OF SUPPLEMENTAL ARCHITECT;.RAL FA(:A))1S E.ASF.MENT, IR made this 1? day of January, 1985, by and betweon NUkenny A=wtotco, a CaUforn"mited Partnership, Grantor, and The Endowment Fund of Heritage Orange County, ;rec., Grantee. RECITALS The Grantee Is a non-profit corporation organized pursuant to the Non-Profit Corporation Act, State of California to further the goals of preserving the archltectural, historical and cultural heritage of California by stimulating, encouraging and assisting individuals in organizations undertaking the preservation of architecturally, historically and culturally significant residences and other properties by other means; The Grantee Is authorized to accept easements to protect properties significant In California history and culture; The Grantor is the owner in fee simple of improved coal property, consisting of: Commonly known as The Santora Building 207 North Broadway, Santa Ana, California and legally described as follows: Lot 2, 0 and 6 in Block 5 of the town of Santa Ana, as per map recorded In Book 2, page 51 of Miscellaneous Records of Los Angeles County, California which property Is hereinafter sometimes referred to as "the Premises". The Premises has been submitted to the National Register of Historic Places maintained by the Deparment of Interior and was placed on the Register in December, 1982. The Premises are significant In California history and culture and constitrte an important element in the architectural background of Southern California and Orange County; The grant of a supplemental architectural facade easement by Grantor to Grantee on the Premises will assist In preserving and maintaining the Premises and the Doc=ent:198500036030 Page:1 of 21 65A-102 (Page 35 of 61) 85-036030 architectural background of the State of California, and to this end Grantor desires to grant to Grantee a supplemental architectural facade easement on the Premises. NOW, THEREFORE, it is hereby acknowledged that, as part of the DEED OF ARCHITECTURAL FACADE EASEMENT made December 14, 1982 (attached hereto as Exhibit "A" and Incorporated herein by this reference) Grantor did thereby grant and convey unto the Grantee an easement, more particularly described below, in and to that certain real property and the Interior surfaces of Improvements located thereon which are more particularly described as follows: Lots 2, 3 and 6 in Block 5 of the Town of Santa Ana, as per map recorded In Book 2, page 51 of Miscellaneous Records of Los Angeles County, California The easement thereby granted is effective December 14, 1982 and shall constitute a binding servitude upon the Premises. Grantor covenants on behalf of its successors and assigns, such covenants being deemed to run as a binding servitude, In perpetuity, with the land, to do or refrain from doing upon the Pre.mesis each of the following stipulations which were Intended by Grantor and Grantee to be Included In Exhibit "A" and which they agreed contribute to the public purpose In that they aid significantly in the preservation of the historic property; The interior of the structure shall be maintained in its present condition with all historic features protected from decay and alteration. Such historic features Include but are not limited to the followings a) the existing rental space and entry format with an open entry and atrium space in the center of the second floor and rental spaces arranged around the perimeter of the central open space area; b) cast plaster and terra cotta capitabi and string course features in the atrium and the central open space area; c) woodwork and office door materials that reflect the Spanish Renaissance style of the interior decor; RECORDED IN OFFICIAL RECORDS OF ORANGE COUNTY CALIFORNIA d) polychrome/glass Interior skylight cover. .g§o AM JAN 31'85 A e CQJK Dooument:198500036030 Page:2 of 21 65A-103 (Page 36 of 61) 85-036030 When referring to the interior space all references are to the second floor unless otherwise specified. In no way shall the existing office square footage be expanded by the movement of existing partitions between the common open space areas and the current office areas except as set forth In Exhibit "6", t 'rho covonanta and restrictions set forth in this Deed of Supplemental Architectural Facade Ennomont are intended to supplement the covenants and restrictions contained In tho Decomber 14, 1982 Deed of Architectural Facade Easement (Exhibit "A")i the covonantn and restrictions set forth In this Deed are not intended to substitute for or replace those covonantn and restrictions set forth in the December 14, 1982 Deed. The foregoing eovomsnls and restrictions Imposed and agreed upon as aforesaid shall not only be binding upon the Ornntor but also upon Its successors and assigns, and shall continue an a sorvitudo running In perpetuity with the land and shall survive any termination of Grantor's or Grantee's existence. All rights reserved herein to Grantee shall run for the benefit of and may be exercised by Its successors and/or assigns, and by Its designee duly authorized in a dood of appointment by a duly authorized officer. IN WITNFM HEREOF, Grantor has executed, sealed and delivered this Deed of Supplemental Architectural Facade Easement. Grantor s 1 Clit rd C. -Larson, General Partner Kilkenny Associates -9- Doa=ent:196500036030 Page:3 of 21 65A-104 (Page 37 of 61) STATE OF CALIFORNIA COUNTY OF ORANGE 15. 85-036U30 On Iris 29 th day al January . In the year 19 a3, bolero rf. the undorAanod, a Notary Fjbhc In and tar said State, personally appeared Clifford . Larson General Partner. 1 enny Assoc ate$ , personally krown to me tot proved to me on the basis of satisfactory evidenoo) to be the person who executed the limited P -no shl named theroltl and acknow- OFFICIAL SEAL KELLY J ROSERTS NOTARY PUBLIC ^ CALIFORNIA L40 ORANGE COUNTY fay comm. &vim JUN 21, 1988 ALxI(MIOGYIMT-cw,Ytl Leah ft4W6hO-waoem raw 1110 within instrument on behalf of the a , P lodged to me that the limited partnership executed it. WITNESS my hand and official $eat. Y Inand for said Stale. -Mv LN SE1?PS •R11 NOlcartL A Document:198500036030 Page:4 of 21 65A-105 (Page 38 of 61) Jam-- . 85-036030 A EXHIBIT" VE11D OF ARCI',Micrt1RAL FACAIN; L•'ASCMCNT TIIIIS DI:I°.D OF ARCl1I't'F:CTUHAI. FACADE RASCNENT, made this 14th clay of December, 1992, by and between KILKENNY ASSOCIATES, a California I,imitod hartnershin, Grantor, and TIIE ENDOV1tArNT FUND OF II IiItITAGI; ORAN(:[' t OUNTY rN(7. , Grantee, !TAI.!; The Rtnot,•(• tti •1 I'on-nr't?(IL corporation oroanized nursuant, 1.11 tl:.• N011- I'!-)! I' r'"t • •tt .t; t,)n A(:t, State of California to lurt t .•r the 00a)s: 0( ot•,••:,•t•vlnr r.h•+ tr'•hiIoctura), historical 411(1 cultural heritage of Califor-nt,r by st:lmu)at•.inct, encourayxng and assisting individuals in orv..ni•r.,tt.ions undertaking the oreservation of architecturally, hislorir.al ly and culturally sionificant and other propo•r, t,•:. by other i-ans; The Grantee is authorized to accent easements to orotect aroperties siynirzr,.tnt in California historv and culture; Tho (•rnnt t:. 1,11., (,wn.•: ind fee simple of improved roll nroncrty, ann::i::t rn.t .)I : Co:nmon1v known as The Santora Huildinn 207 North Droadw,ly, S,tntrl Aria, California and le,yally described as follows: I,ot 1 ind G in Block 5 of the town of :l,u,..i .Ann, an nor mao recorded in n•., t_ n. ',l ,)1 Miscellaneous Records 1. Ctturtt y, (•., I t f ofnia ,:I,IrI' ..t..,,.i' ••tn.ilt.' I .t rr„•? I.•I,•iI,"1 lir t:. ••t 1:. r.t,-fill •.,•W' an•t wl,t?•li t:. M01. t..r+i t?•ul.tr t•, •I,•,. i!...t to :,,•I••?.iult' Dooument:198500036030 Page:5 of 21 65A-106 (Page 39 of 61) #e` 85`036030 A which is at.t.acllvd heroin and itleornorrtted herein by this re,ercnce; The orenises has be011 subnitted to Of liisto tlu• National Regittke, ric Places majilt ,ttnr:rl 1)V and will the Department of Interior, he u).tr,vl un the Ite-orstr•r to ,Ianu•7r"?', leP.7. The Prernr,o;; ,tr.• ::ulntlrr,•utl culture to C:aliEornta history .,n•I and run;, tr,ur, .u. rmunrl ,nt. clonlont in the .rrcl:tl,•r;,ur,tl back?rounri of srnrrhrl'It C;nlttnrnt.l oriel or.utn,' Count,,; The gran, p1 1 .rrchit-:t:urnl .`nr.adc' c,,nont?rnt by .r.trtkur to Grantee On kh,• Irrcnllr,(ts ,111 insist ill nreservlna an<t maintaining the 1>l',•,r.ises and the architectural' background of the State o! Cntirornia, ,tad t:o this end Grantor desires to orant to rr,ult,,,•, .utd Gr.tnton dtttlirr•:; architect to accent, and oral facade oascmrtrtr on tho Prenises. NOD), THEREFORt:, in consideration of One Hundred Dollars ($100.00) and other good and valuable consideration, t'eretot of which i, h,•r..•!,y a:knt>wJoda,'d• Grantor dncheresy and convey grant unto Iho Gr,rnter:, an nasonrurtk (which =asemont is more particularly duscrlbod hereinafter) to and to that Cortatn real pro.Derty and th„ exterior surface, of improvements )ocatee thprorltt which t ,. r nt„rr` unrtirntlnr)y dencriheri as fo1 low:,: Lnl '1 and E, to Hlrn:k S of .,.t,. r ., At, ! the 'Gown or !,,Ir„r `,1 ul ,:;(',?r :n.t,, rer,urd,.r1 to !Inr,k an,r,.Jr•a ,',>nnl v, i,., I rllruirrri, I',,.?nr,l:ul Ir?,:i Doownent:198500036030 Page:6 of 21 65A-107 (Page 40 of 61) ?5--'u3bu;su 9'11e onsernonI granted herein nhol? ':rln,l.It If to .1 bInd lno servitudc upon tho Premise.,, and Grantor cunvonanl:; on bohnlt of its successors and assigns, with Grantee, iLs successors and arslgns, such covenants beinq delrried Lo run an d brndino servitude, in oernetuity, with the land, to do or rofrain <rom doino upon the Promises each of the following atioulations, which the,., aproo cot,tribute to Lhe public ouroose in that they ,;tcl rinnif:cnntly in the oresorv(ltton cal Lh(• hiutoria uroport.v: 1. q-thv uxt.nrior surfaces of t t- 1111110 •r(,•nt:; (111"l,r(1 ina, wilhOUL Iilnit.ALAOn, th<t exLorror walls, root: , r:1,Inuwv. ,111(1 other rl,rment1; of Lhe exterior faca(!o Lhoruof) arr, t.ho;o which a1rw vt:;II)) nt thr. oresont. time, whir;tt or-, LI,oat, <1,_0 lc1,•(! 111 Lhc: phol.ographs ittached hereto Ind incur!>or 111:(1 horein 1s 1:::h1b1t A horoof. Without the express written nermissron of tho t;ranLco, r it.!; successors or assigns, no construction, alteration or remodelinn !:hal) ha undertaken or permitted to b(: unrlort.ak,In on the Premises which would affect. either the exo riuc :,urfac-L of othrrwts aItctr tho facade or appearance of said irlnrovements an depicted in Exhibit A or which would adversely affect the structural soundness of the Premises; Pr(tvidod• howcvl•l', t.11.11 S.h„ rr (>n';r tuna um, %*ojoir, int lnq or ro.f in'_sh i nu c)f the ly .x) :;t tan o,let n or elements of the said improvements subject to this architectural facade easement, damage to which is resulted from casualty loss, cloturioration or woar or tear, nh.ll) be nermitted wiLhoul the •+1 t•,i .111011)vn) Of Grafll.oo, gr'ovi-lod that :nu:h I•r,:on5trugL 1011 , 1,, 1!1, I(•,,.(11,1111,1 111 ro11n1•,I,Imi 1,. rn,rforniod in a monnor which 11„ rt,•n' will not ,; I l • , ,n' t ntr 11 M- • 1• , .. r)r•ru•1(1 11 111,- 111-1 Document:198500036030 Page:7 of 21 65A-108 (Page 41 of 61) r/ 85036030 '11r. they are -n Lhis (late. GranLor wroes to obtain the prior written consent of the Gr.(rtt.r(l, its successors or assigns, as to the cleaning procol;:; to ho rmployod or the quality or color of the Paint to be ttr;od if r;inliificantly different from that presently existing, l;t.lnlot may restore to its orinina) condition an(l aonLrarancg Lho gxlrrior trim, woodwork, and balustrados to tho ttxtont Lhat the original condition and apoearance can b(.- da-Lormined. Grantor aclreus at 01. tuxes to maintain the lot and :;tructure hern?n described, and tho oxterior appoaranc o of t.hr, Pt aml ,rr. in a good and sound state of repair, :;ubj(ect to LIW I•.r:;w(1Ly loss provisions described below. 2. The Premise should be used only for those ourooses allowed under the exintinq zoning ordinance apolieable thereto as well as all other govQrnmgntal laws and reaulations now or hereafter in eftect as aopltes to these Premises. 3. The Premises shall not be subdivided, nor shall it ever be devised or conveyed except as a solitary unit. 4. No vxLort:;i0rn of tlti• ,yistino :;t.ructurv ur otoct il>n of additional st.ructur•r:; :clh.ll l be nern_tted, excent that it t•hu event of damage resulting from casualty loss to an extent rendering repair or reconstruction of, the existinn improvements impracticable, erection of a comparable structure, the design of which :;h.tll III- :;ul?l t I.(, tho prior .n>ortvnl by Grantrn, -;hall h,. u.•tr,tI •, . Dooument:198500036030 Page:8 of 21 65A-109 (Page 42 of 61) 857-036030 S. No utility transmission lines or easements, except those required for the existing improvements, may be created or granted on the subject Premises. 6. No dumping nor storage of trash, rubbish, or any other unsightly or offr-nsive materials shall be ?ermitted on the subject Premises. 7, No topographical Changes, including but not limited to the excavation and the cuttino of trees greater than eiqht inches in diameter (exce?t when dead ar dangcrously decayed), shall occur upon the Premises. 8. Grantor hereby agrees that duly authorized represRntatives of Grantee, its successors or assiqns, shall be permitted at all reasonable times to inspect the Premises. Inspection of the interior will be made at a time mutually agreed upon by Grantor and Grantee, its successors or assigns, and Grantor covenants not to withhold unreasonably its consent for such inspections. 9. In the event of any viol..tion of any covenant: or restriction contained herein, the Grantee, its successors or assigns, may, upon reasonable notice to Grantor, institute any legal or equitable action for damages to enjoin by ex paste, temporary, and/or permanent injunction, such violation and to require the mandatory rentorol.iun Of 1110 1'rumirnti u1 their prior Dooument:198500036030 Page:9 of 21 65A-110 (Page 43 of 61) 65-03E030 condition, or, in the alternative, to enter upon the Premises, correct any such violation and hold the Grantor, its successors ur assigns, responsible for the entire cost thereof. Grantee, its successors or assigns, shall also have available all other legal and nquitable remedies to enforce Grantor's obligations hereunder, and in the event Grantor is found to have violated any of its obligations or covenants, Grantor shall reimburse Grantee, its successors or assigns, for any and all exoenses incurred in connection therewith, including court costs and attorneys ices. 10. Grantor agrees that those restrictions will be inserted by it in any subsequent deed or other legal instrument by which it divests itself of either the fee sirlple title or its possessory interest in the Premises, or any part thereof. it. Grantor, for itself, its successors or assigns, agrees that the Grantee, its successors or assiens, may provide and maintain a plaque on the street facade of the Premises (not to exceed eight by twelve inches in size) in a design mutually approved by both parties hereto, giving notice of the history of the Premises and the grant of this architectural facade oasnment. No other signs, billboar9s, or advertisements shall b•e displayed or placed upon the Premises, except plaques or other markers appropriate for commemorating the historic importance of the Premises, siqns necessary to direct passge u1 nrr,uns nr parking vehicles ulnm tho I)rclnl:.es, and siqn n, :; Igll:c :;L.11 in,) I hr. a0b11 , .,,, of I h., Document:198500036030 Page:10 of 21 65A-111 (Page 44 of 61) rj 85-039030 covenants i and restrictions imposed and agreed ng The forego shall not esaid f only be bindino upon the Grantor but , or upon as a uccessors and i assigns, and shall continue as a ts s also upon servitude running in perpetu ity with the land and shall survive tion of Grantor's or Grantee's existence. All rights any termina reserved herein to Grantee s hall run for the benefit of and may --4 ' its designee 1 a duly STATE OF CALIFORNIA let OranBc I .._.._._...._._ COUNry Of 1982 _ oulon m 14, x December e, ma vndatnunpd a NOlary/•uhhcln a no to, - -. On- Alexander B. Mc Donald _ .. u u?d Staltl,pnronauy appealed_ _..... _. , and delivered ?___..____-?_.._----..___.---_-• ? Grantee has I)VIonally known to me tot ptoved to me on the basic d 111U.- Iacso(Y endYMe) 10 oe the pe,aO. That executed the wdhm " d both o+^^eqn. d, an a tumenl aa ------??- inal OFFICIAL SEAL .a - n Kilkenny pnbehalfot Associates D,BORAH DES JARDINS • CAItFOAN1A " olace indicated ( NOTARY OVOL,C Ca1lEornie Limited parCner!RhBannetrhis, e LOS ANGELES COUNTY a therein named and acknowledged to me that the panne+sh,p my comm. ewes AN 9, 1964 executed It. u WITNESS my 1Khd doN¢ul at g/ Slgnalw- `- (THIS uu for on,cial ..141141 reap l NN00137 NO CAT TITLE INSURANCe 1611 . . TO trials CA (7..471 AND TRUST (Corporation) a^m"1O"'""• STATE OF CALIFORNIA -?. COUNTY OF Draft 19B2 before 14 me, the undcri,pned, a Nntary Public in and for , On December COL . Thomas - said State, personally appeared --------- pcrsonally known to me of proved to me on the basis of satisfactory evidence to be the person who executed the within instrument u she _ President, and pctsopally known [o me or i proved to me on the basis of saiisfac[ory evidence to be e L n instrument ra the U[ed I h OFFICIAL SEAL KRORAH DES JARD IO CXCC t e arson W hh Pree?dent Iflrilal of the Corporation j NOTARY PVOtIC • CALIFO 01) that executed the within instrument and acknowledged i LOS ANGELES COUNTY my cornet, emlrea IAN 9 to me that such corporation executed the within instru• assent pursuant to it, by-laws or a rc motion of iu board n! direao , Wil•NI?ti4 my 'I d nlflrta to 1. 74 11 kn ut, [,u n11n Id nolaaal wdl SlgnatuI Document:198500036030 Page:11 of 21 65A-112 (Page 45 of 61) 85-036030 The foregoing covenants and restrictions imposed and nareed upon as aforesaid, shall not only be binding upon the Grantor but also upon its successors and assigns, and shall continue as a servitude running in perpetuity with the land and shall survive any termination of Grantor's or Grantee's existence. All rights reserved herein to Grantee shall run for the benefit of and may be exercised by its successors and/or assigns, and by its designee duly authorized in a deed of ,appointment executed by a duly authorized officer. IN WITNESS w1iEREOP, Grantor has executed, sealed and delivered this Deed of Architectural Facade Easement, and said Grantee has caused these covenants and restrictions to be accepted, and both parties duly executed this instrument on the,date and place indicated below. GRANTOR / ? ` GRANTEE: Corporate Acknowledgement Non-Profit Corporation Dooument:198500036030 Page:12 of 21 65A-113 (Page 46 of 61) 85-036030 State C Olifornia CN•FICE Of III( SEC:REIP't', UI 'Inl( 1, AIAl C/1 FONG' EU, Secretarv of State of thV State of Cillifol-11iil, hcrcl)y certify: That the anlw.ww l transcript has been comhtlred with the recurd on file in this office. Of Which it purPc)rts to Ix' a copy, and that salne is full, true and correct, IN WI'T'NESS WHEREOF, t execute this certificate and affix the Crean Seal of the State of California this SEP 3 !aS?. jjit?jijjj 11 lit! 11 r; V1,?et?c,Pn -?,u. ?cc c, Document:198500036030 Page:13 of 21 65A-114 (Page 47 of 61) *85-036030 i CERTIFICATE OF AMENDMENT TO ENDORSED ARTICLES OF INCORPORATION F I L E 1ols? ;. ?I.v o11?v vl A.v yvuvlal vl M S?v of CvlNV?a FOR AUG 3 01982 THE ENDOWMENT FUND OF TIME ENVIRONMENTAL. CqW lWE1.E 10086' ? OF ORANGE COUNTY, INC. Deputy A California Nonprofit Public Benefit Corporation 0, . A . To: rho gvcretary of State: IIAItOLD M. THOMAS and PAM WHITNEY the undersigned, are ttia presidont and secretary of THE ENDOWMENT tiUND OF THE ENVIRONMENTAL COALITION OF ORANGE COUNTY, INC., and desire to amend the Articles of incorporation as prescribed by Section 5814 et se.q. of the Nonprofit Public )lenefit State Laws of the of California. 1. Article FIRST of the articles of incorporation of this corporation is amended to read as fOO Ows: FIRST: The name of the corporation is' THE ENDOWMENT FUND OF HERITAGE ORANGE COUNTY,INC. The foregoing amendment of articles of incorporation has been duly approved by the Board of directors. The corporation has admitted no members other than the incorporators. ?TJIOMA?n?esldent PAM WHITNE~ Secr: 'ary The undersigned declare under penalty of perjury that the matters sot forth in the foregoing certificate are true California, of their own knowledge. Executed at Santa An on Jul 'J0 1982. ? HAlioi, M. I410MAS I,;,pM? tirll t'I'NI:Y Document:198500036030 Page:14 of 21 65A-115 (Page 68 of 61) 65A-116 Dooument:198500036030 Page:15 of 21 (Page 49 of 61) 85-02E?30 W SHR6e Yi G?i G-r Doaument:196500036030 Page:16 of 21 65A-117 (Page 50 of 61) AX _f1iF.i"I?n Dooument:198500036030 Page:17 of 21 65A-118 (Page 51 of 61) Docu ent:198500036030 Page:18 of 21 65A-119 ,---ftw 85-030L,;30 (Page 52 of 61) Dooument:198500036030 Page:19 of 21 65A-120 (Page 53 of 61) rd'sw 35 Dooument:198500036030 Page:20 of 21 65A-121 (Page 54 of 61) es-a3soso J w ®A 21 W? U) V A Ir ?I p. ? I NUN() It ? f yr r+ r' , r J ti ExHiB'L.L #6 rf %f if .F. ?'?f(i/ Il 1fl l'1 r? 1 l4?1 r':?? ?r 1 1 ?i+f ?f Dou=ent:198500036030 Page:21 of 21 65A-122 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JULY 2, 2012 TITLE: DISCUSSION OF PROPOSED SUNSHINE REGULATIONS CITY 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 Provide direction to staff regarding proposed Sunshine regulations. DISCUSSION The Code of Conduct and Ethics Council Committee, consisting of Council Members Sarmiento and Tinajero, held a Special Meeting on June 14, 2012 to consider a set of policies presented by the SACReD and OCCORD community coalitions ("Citizens Groups"). The Citizens Group proposes that the policies drive the development of an ordinance to be called the Sunshine Ordinance. Staff analyzed and presented the Committee with the legal and practical implications of establishing such an ordinance based on the proposed policies. The Council Committee recommended that staff provide the City Council with an update and solicit further direction concerning the preparation of a Sunshine Ordinance. Staff has participated in several meetings with representatives of the Citizen Group to discuss the board policy goals as follows: Establish Pre-Application Meeting and Hearing Requirements for Development Projects; 2. Provide Earlier Notification/Release of Agendas for Council/Commission meetings; 3. Develop Process to Include Community Experts in RFP/RFQ Selection Panels; 4. Establish Budget Outreach Hearings by Wards 5. Provide Public Access to Calendars of all Elected and Appointed Officials 6. Establish Lobbyist Registration and Disclosure Requirements In addition, staff has suggested that a Sunshine Ordinance should include more typical transparency provisions promoted and adopted throughout the state, including among other things, protocols on how public information should be collected, saved and disseminated in addition to requiring extensive training and education on the Brown Act and handling of public information requests under the Public Records Act. 65B-1 Discussion of Proposed Sunshine Regulations July 2, 2012 Page 2 of 2 FISCAL IMPACT Costs related to preparation of a Sunshine Ordinance are negligible and will be covered within the City's current budget. However, implementation of the policy goals described above could, in a number of cases, present significant fiscal impacts as implementation would require new staff to develop new processes and applications and enforce the regulations. i onia R. Carvalho, City Attorney 65B-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY: JULY 2, 2012 TITLE: PUBLIC HEARING - 2012/13 SUPPLEMENTAL LAW ENFORCEMENT SERVICES FUND GRANT APPROVED ? As Recommended ? As Amended ? Ordinance on Is' Reading ? Ordinance on 2"d Reading ? Implementing Resolution ? Set Public Hearing For CITY MANAGER CONTINUED TO FILE NUMBER RECOMMENDED ACTION Adopt a resolution to approve the proposed expenditure plan for the FY 2012/13 Supplemental Law Enforcement Services Fund. DISCUSSION The State of California provides grant funding to State law enforcement agencies through the Supplemental Law Enforcement Services Fund (SLESF). The grant requires that funding be allocated to counties and cities in accordance with specific requirements for front-line law enforcement services. Front line law enforcement typically includes community oriented policing projects and special law enforcement activities that require use of additional police officers in specially targeted saturation areas. Total funding allocation is based on annual estimated population figures for respective counties and cities. The projected funding amount for FY 2012/13 is estimated at $350,000. In compliance with the requirements of this legislation, the Orange County Supplemental Law Enforcement Oversight Committee has requested that all cities obtain City Council approval of their Description of Planned Expenditures for FY 2012/13. The Police Department plans to utilize these funds for special enforcement and gang detail overtime. FISCAL IMPACT There is no fiscal impact associated with this action Paul M. Walters Chief of Police Police Department Exhibits: Resolution 75A-1 75A-2 jxs: 06/07/12 RESOLUTION NO. 2012- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA TO APPROVE THE PROPOSED EXPENDITURE PLAN FOR THE 2012- 2013 SUPPLEMENTAL LAW ENFORCEMENT SERVICES FUND BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. The California Legislature has established and annually funds the Supplemental Law Enforcement Services Fund (SLESF). B. Said fund requires that moneys be allocated to counties and cities in accordance with specified requirements for front line law enforcement services. C. The total funding allocation is based on annual estimated population figures for respective counties and cities. In 2011-2012, the City of Santa Ana received an award of $350,000. Under Resolution No. 2011-060, these funds were dedicated for special enforcement and gang detail overtime. D. The potential funding amount for 2012-2013 is estimated to be $350,000. The State requires cities and counties to adopt and submit an expenditure plan to the Supplemental Law Enforcement Oversight Committee prior to funding. E. The Police Department has established a SLESF expenditure account for the grant funds, and is committed to spend the potential funding amount for 2012-2013 on front-line law enforcement, for special enforcement and gang detail overtime. F. A duly noticed public hearing was held to consider this item at the Council's regular meeting of July 2, 2012. The City Council considered all testimony, written and oral, before rendering this decision. 75A-3 Section 2. The City Council of the City of Santa Ana hereby approves and authorizes and empowers the Chief of Police to take all actions necessary to submit the proposed SLESF expenditure plan to the Supplemental Law Enforcement Oversight Committee. Section 3. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this day of 2012. Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: Jose Sandoval Chief Assistant City Attorney AYES: NOES: Councilmembers: Councilmembers: ABSTAIN: Councilmembers: NOT PRESENT: Councilmembers: CERTIFICATION OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2012- to be the original resolution adopted by the City Council of the City of Santa Ana on Date: Clerk of the Council City of Santa Ana 75A-4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JULY 2, 2012 TITLE: PUBLIC HEARING - RECOVERY OF UNCOLLECTED COSTS FOR ABATEMENT OF DANGEROUS AND ABANDONED BUILDINGS t CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ? As Recommended ? As Amended ? Ordinance on 151 Reading ? Ordinance on 2nd Reading ? Implementing Resolution ? Set Public Hearing For_ CONTINUED TO FILE NUMBER Adopt a resolution affirming the Fiscal Year 2011-2012 Dangerous and Abandoned Building Program Report and authorize the transmittal of uncollected Dangerous and Abandoned Building charge to the office of Auditor-Controller, County of Orange. DISCUSSION The City's Dangerous and Abandoned Building Program has proven to be an effective tool to abate dangerous and abandoned structures that create an attractive nuisance for children and that harbor illegal activity. The abatements are accomplished by board-ups and/or demolition. Property owners are given 2 to 30 days depending on the severity of the hazardous conditions to abate the situation or the City, through its contractors, will perform the work. Each year, the City finds it necessary to seek legal recourse in order to recover the uncollected costs expended for abatement of dangerous and abandoned properties. This year the outstanding charge for work performed on seven parcels is $10,361.83 (Exhibit 1). The property owner names are provided in Exhibit 2. The most effective method of collection is to submit these charges to the office of the County Auditor/Controller in order that they may be placed as a lien on the property tax rolls. Charges must be submitted to the County by their deadline of August 10, 2012. FISCAL IMPACT The recovered charge will result in an estimated $10,361.83 in the Special Repair and Demolition Fund account (no. 12115002-53507). APPROVED AS TO FUNDS AND ACCOUNTS: J a M. Trevino Executive Director Planning & Building Agency Francisco Gutierrez Executive Director Finance & Management Services Agency SV:rb rb\reports\FY11-12 Cost Recovery Exhibit: 1. Parcel Assessment Amounts 2. Property Owner Listing 75B-1 75B-2 AC62L05A - Form B2 Special Assessment Add Transactions Jurisdiction 061 Santa Ana Type of Tax CC=2 Date July 2. 2012 II 6ARCELNUMBER I A6S2ESSMENTAMOUNT -15 398-193-10 805.91 405-174-16 4,319.00 399-091-20 959.00 399-072-17 1,155.00 013-133-09 1,400.00 SBE 872-30-136-1 812.92 398-541-15 910.00 11 TOTAL I $10,361.83 II EXHIBIT 1 DOC. NO.=AC62FORM REV:5/92 75B-3 75B-4 PROPERTY OWNER LISTING FISCAL YEAR 2011-2012 ADDRESS PARCEL NO. OWNERIADDRESS ASSESSMENT Michael M. Tribby $805.91 903 E. Stafford St. AP#398-193-10 5461 Kester Ave. #113 Sherman Oak, CA 91411 Stephen Kit-Chung Yuen $4,319.00 1521 W. 2na St. AP#405-174-16 1725 W. Olona Honolulu, HI 96817 Herbert M. and Margarita Wagshall $959.00 2025 N. Fairview AP#399-091-20 2025 N. Fairview Santa Ana, CA 92706 Frank Howard $1,155.00 1139 W. 17th St. AP#399-072-17 6794 W. Palm Riverside, CA 92506 Maria Isabel Leal $1,400.00 1437 S. Parton St. AP#013-133-09 7016 S. Lincoln Riverside, CA 92506 Union Pacific Railroad $812.92 SBE-872-30-136-1 SBE-872-30-136-1 10031 Foothill Blvd. Roseville, CA 95747 Judith A. Okonski and Marie Hicks $910.00 1202 N. Broadway AP#398-541-15 Jones Revocable Living Trust 404 White Cap Lane Newport Coast, CA 92657 EXHIBIT 2 75B-5 75B-6 (ROH 07/02/12) RESOLUTION NO. 2012-xxx A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA OVERRULING OBJECTIONS TO AND CONFIRMING THE COSTS OF SECURING AND DEMOLITION OF VARIOUS STRUCTURES DECLARED TO BE PUBLIC NUISANCES; MAKING, CONFIRMING AND LEVYING ASSESSMENTS FOR SUCH COSTS; AND ORDERING SUCH COSTS TO BE RECORDED WITH THE ORANGE COUNTY RECORDER BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby, finds, determines and declares as follows: A. Pursuant to Section 17-40 of the Santa Ana Municipal Code, the Executive Director of the Planning and Building Agency has submitted an itemized report, a copy of which is on file with the Clerk of the Council, showing the costs of securing and demolition of various structures carried out by the City of Santa Ana upon each individual lot or parcel of land where such work was done. B. The Executive Director of the Planning and Building Agency has given notice as required by law, in which the 2nd day of July, 2012, at the hour of 5:45 p.m. was fixed as the time, and 22 Civic Center Plaza, Santa Ana as the place, where any and all persons interested in said report might be heard. C. The City Council of the City of Santa Ana, at said time and place has received, heard, and considered said report and all objections by property owners liable to be assessed for the abatement, and directed such modification of said report as it has deemed necessary. Section 2. Each and every objection to said work and the costs thereof is hereby overruled; said report, a copy of which is on file with the Clerk of the Council, is hereby confirmed; the cost of abatement work done in front of or upon each lot or parcel of real property, as shown on Exhibits 1 and 2, which are incorporated by this reference as though fully set forth herein, and the amounts therein on such assessments shall become due thirty (30) days after the adoption of this Resolution. Resolution No. 2012-xxx Page 1 of 5 75B-7 Section 3. The Executive Director of Planning and Building Agency is hereby directed to file a certified copy of said report and this Resolution with the County Recorder's Office, the County Auditor, County Assessor, and County Tax Collector on or before August 10, 2012. Section 4. The County Auditor is requested to enter the assessments on the county tax rolls. Section 5. The County Tax Collector is requested to collect the assessment at the time and in the manner of ordinary municipal taxes. Section 6. The City of Santa Ana hereby certifies that the special assessments, special taxes, parcel taxes, charges and/or fees which are to be placed on the fiscal year 2012-2013 property tax roll have been duly adopted in accordance with State law and are legally valid. ADOPTED this 2nd day of Jam, 2012. Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: Ryan O. Hodge Assistant City Attorney Resolution No. 2012-xxx Page 2 of 5 75B-8 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 the attached Resolution No. 2012-XXX to be the original resolution adopted by the City Council of the City of Santa Ana on July 2, 2012. Date: Clerk of the Council City of Santa Ana Resolution No. 2012-xxx Page 3 of 5 75B-9 AC62L05A - Form B2 Ana Special Assessment Add Transactions Jurisdiction 061 Santa Type of Tax CC=2 Date July 2, 2012 PARCEL NUMBER 6-15 ASSESSMENT AMOUNT 16-23 398-193-10 805.91 405-1 74-16 4,319.00 399-091-20 959.00 399-072-17 1,155.00 013-133-09 1,400.00 SBE 872-30-136-1 812,92 398-541-15 910.00 TOTAL $ 10,361.83 Exhibit 1 75B-10 DOC. NO.= AC62FORM REV:5/92 Resolution No. 2012-xxx Page 4 of 5 PROPERTY OWNER LISTING FISCAL YEAR 2010-2011 ADDRESS PARCEL NO. OWNER/ADDRESS ASSESSMENT Michael M. Tribby $805.91 903 E. Stafford St. AP#398-193-10 5461 Kester Ave. #113 Sherman Oak, CA 91411 Stephen Kit-Chung Yuen $4,319.00 1521 W. 2nd St. AP#405-174-16 1725 W. Olona Honolulu, HI 96817 Herbert M. and Margarita $959.00 2025 N. Fairview AP#399-091-20 Wagshall 2025 N. Fairview Santa Ana, CA 92706 Frank Howard $1,155.00 1139 W. 17th St. AP#399-072-17 6794 W. Palm Riverside, CA 92506 Maria Isabel Leal $1,400.00 1437 S. Parton St. AP#013-133-09 7016 S. Lincoln Riverside, CA 92506 Union Pacific Railroad $812.92 SBE-872-30-136-1 SBE-872-30-136-1 10031 Foothill Blvd. Roseville, CA 95747 Judith A. Okonski and Marie $910.00 Hicks Jones Revocable Living 1202 N. Broadway AP#398-541-15 Trust 404 White Cap Lane Newport Coast, CA 92657 EXHIBIT 2 Resolution No. 2012-xxx 75B-1 1 Page 5 of 5 75B-12 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: JULY 2, 2012 TITLE: PUBLIC HEARING - WEED ABATEMENT PUBLIC NUISANCE REPORT FOR FISCAL YEAR 2011-2012 CLERK OF COUNCIL USE ONLY: APPROVED ? As Recommended ? As Amended ? Ordinance on 15' Reading ? Ordinance on 2"d Reading ? Implementing Resolution ? Set Public Hearing For CONTINUED TO FILE NUMBER CITY MANAGER RECOMMENDED ACTION Adopt a resolution affirming the Fiscal Year 2011-2012 Weed Abatement Program Report and authorize the transmittal of uncollected weed abatement charges and postings to the Office of Auditor-Controller, County of Orange. DISCUSSION The Public Works Agency operates a year-round program to maintain private properties free of weeds and rubbish. City sanitation inspectors post properties notifying owners of unsightly or unsafe conditions. Property owners have ten days to abate the conditions or the City will perform the work through its abatement contractor. When posting a property a second time within 12 months for the same violation, the City assesses a posting charge. Each year the City finds it necessary to seek legal recourse to recover the uncollected costs of posting violations and cleaning various parcels throughout the City. This year there is $36,058 in outstanding charges for parcels cleaned by the City contractor and posted by City crews (Exhibit 1). The most effective method of collection has been to submit these charges to the Office of the Orange County Auditor-Controller. The fees are included in the property tax rolls and, if in default, are payable when the property changes ownership. These charges must be filed with the County prior to August 10, 2012, if they are to be included on the next property tax roll. FISCAL IMPACT After Council affirmation of the Fiscal Year 2011-2012 Weed Abatement Program Report, the charges will be submitted directly to the Office of the Auditor-Controller, County of Orange, for collection. The revenues collected will be deposited into the City's Sanitation Fund (account no. 06817002-53710). APPROVED AS TO FUNDS AND ACCOUNTS 4 V_ - 49 rzZ2 <;Ipr ? Raul God ez II Francisco 6tiri-errez Executive irector Executive Director Public Wo ks Agency Finance & Mgmt. Services Agency Exhibit 1: Resolution 75C-1 75C-2 RESOLUTION NO. 2012-xxx A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA CONFIRMING THE COSTS OF WEED, RUBBISH AND GARBAGE ABATEMENT: MAKING, CONFIRMING, AND LEVYING ASSESSMENTS FOR SUCH COSTS; AND ORDERING A COPY THEREOF TO BE FILED WITH THE COUNTY AUDITOR, ASSESSOR AND TAX COLLECTOR BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. Pursuant to Section 16-55 of the Santa Ana Municipal Code, the Executive Director of Public Works Agency has submitted an itemized report, the Weed Abatement Program Report, a copy of which is on file with the Clerk of the Council and which is attached hereto as Exhibit 1 and is incorporated by this reference as though fully set forth herein, which sets forth the costs of the weed, rubbish and garbage abatement actions carried out by the City of Santa Ana in front of or upon each individual lot or parcel of land where such work was done. B. The Executive Director of the Public Works Agency has given notice as required by law, that the 2nd day of July, 2012, at the hour of 5:45 p.m. is fixed as the time, and 22 Civic Center Plaza, Santa Ana as the place, where any and all persons interested in said report might be heard. C. The City Council of the City of Santa Ana, at said time and place received, heard, and considered said report and all objections thereto submitted by property owners liable to be assessed for the abatement, and directed such modification of said report as it has deemed necessary. Section 2. Each and every objection to said work and the costs thereof is hereby overruled; Exhibit 1 is hereby made and confirmed as an assessment against such lots or parcels respectively, said assessments are hereby levied, and shall constitute liens on the respective lots or parcels of real property as shown on said report until paid. Section 3. The Public Works Agency is hereby directed to file a certified copy of said report and this Resolution with the County Auditor, County Assessor, and County Tax Collector on or before August 10, 2012. Section 4. The County Auditor is requested to enter the assessments on the county tax rolls. Section 5. The County Tax Collector is requested to collect the assessment at the time and in the manner of ordinary municipal taxes. 75C-3 Section 5. The County Tax Collector is requested to collect the assessment at the time and in the manner of ordinary municipal taxes. Section 6. The City of Santa Ana hereby certifies that the special assessments, special taxes, parcel taxes, charges and/or fees which are to be placed on the fiscal year 2012-2013 property tax roll have been duly adopted in accordance with State law and are legally valid. ADOPTED this APPROVED AS TO FORM: Sonia Carvalho City Attorney By: Laura S. Sheedy Assistant City Attorney AYES: NOES: day of Miguel A. Pulido Mayor Councilmembers Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers 2012. CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify the attached Resolution No.2012-XXX to be the original resolution adopted by the City Council of the City of Santa Ana on Date: Clerk of the Council City of Santa Ana 75C-4 EXHIBIT 1 CITY OF SANTA ANA FISCAL YEAR 2011-2012 WEED ABATEMENT PROGRAM REPORT Jurisdiction: Santa Ana Type of Tax: B8 AC621-05A - FORM B2 Special Assessment Add Date: Transactions August 2012 PARCEL NUMBER 6-15 ASSESSMENT AMOUNT 16-23 PARCEL NUMBER 6-15 ASSESSMENT'- AMOUNT 16-23'. 001-043-03 58 013-192-14 58 001-062-01 58 013-245-12 58 001-243-04 58 014-221-01 58 001-244-24 7808 015-042-08 485 001-275-07 116 099-212-17 58 001-302-11 58 100-242-04 58 002-035-10 58 100-242-10 116 002-104-02 58 101-561-26 58 002-242-19 967 108-131-26 3753 003-120-44 58 108-576-06 58 003-152-20 445 109-063-01 58 003-152-35 58 109-731-01 58 003-153-57 58 198-081-28 58 003-211-37 517 198-241-41 58 004-020-22 519 198-261-12 116 004-113-05 58 198-281-26 116 007-161-04 58 396-282-22 569 007-264-01 58 398-028-17 843 008-091-08 939 398-101-03 116 008-144-02 1106 398-193-10 2096 008-232-32 58 398-281-09 5g 010-011-01 58 398-313-10 1071 010-053-39 58 398-371-01 980 010-061-12 58 398-381-02 58 010-064-10 58 398-382-01 58 010-065-18 58 398-421-24 58 010-170-01 58 398-163-05 116 011-132-05 532 398-471-07 1861 011-251-17 116 398-481-12 1102 011-251-18 116 398-535-08 58 011-251-19 011-251-20 116 116 399-031-22 399-072-17 58 3070 013-013-12 58 399-091-20 58 013-013-23 58 399-091-21 116 013-023-22 58 399-021-22 58 75C-5 Jurisdiction: Santa Ana Type of Tax: B8 AC62LO5A - FORM B2 Special Assessment Add Date: Transactions August 2012 PARCEL NUMBER 6-15 ASSESSMENT AMOUNT 16-23 PARCEL NUMBER 6-15 ASSESSMENT AMOUNT 16-23 400-081-08 116 403-144-09 58 405-065-06 58 405-174-01 116 405-213-12 58 408-412-03 58 410-381-06 58 411-081-30 58 412-271-37 58 75C-6 Jurisdiction: Santa Ana Type of Tax: B8 AC62LO5A - FORM B2 Special Assessment Add Transactions Date: August 2012 PARCEL NUMBER 6-15 ASSESSMENT AMOUNT 16-23 PARCEL NUMBER 6-15 ASSESSMENT AMOUNT 16-23 TAX RATE AREA 11-054 UTILITY UNION PACIFIC AMOUNT $1917 DESCRIPTION WEED ABATEMENT SBE843-30-142-3 1917 TAX RATE AREA 11-054 UTILITY Southern California Edison AMOUNT $58 DESCRIPTION WEED ABATEMENT SBE148-30-69-4 58 TAX RATE AREA 11-054 UTILITY Burlington Northern AMOUNT $1128 DESCRIPTION WEED ABATEMENT SBE804-30-11 B-1 1128 75C-7 75C-8 Correspondence for Item 85A 85A-1 85A-2 Huizar, Maria From: Ava Steaffens <ava@kidworksonline.org> Sent: Wednesday, June 06, 2012 6:14 PM To: Huizar, Maria Subject: Downtown Inc As one who lives, works and plays in Santa Ana, I would like to express my support for the work of Downtown Inc. I have been very impressed by the improvements that I have seen in Downtown since I moved into the city in 2006. When we first moved here, my husband and I had a tough time finding a decent place to go out to dinner in Downtown. Now, we have all kinds of choices. We are also thrilled with the Art Walk as well as the many events that are sponsored and co- sponsored by Dowtown Inc. that are bringing life into the Downtown. I've had the pleasure of getting to know Vicki Baxter and am thankful for the tremendous effort and all her hard work in helping to make Downtown a safe, attractive and inviting place to be. Please do not hesitate to contact me if you have any questions, Ava Steaffens President/CEO W KkWorks- touching lives with hope: ava@kidworksonline.org tel: 714-834-9400 x103 1902 W. Chestnut Ave., Santa Ana, CA 92703 "Restoring at-risk neighborhoods one life at a time" 85A-3 Huizar, Maria From: Bob stewart <bob@stewartsound.com> Sent: Thursday, June 14, 2012 12:38 PM To: Huizar, Maria Cc: Vicky Baxter Subject: Fwd: Letter Dear Maria, Several years ago I decided to move my business to downtown Santa Ana. I was seeing the beginning of an immerging downtown. For several years after the advent of the Artist Village, I saw stagnancy in the downtown and began to feel I had made a mistake. Nothing was moving forward. Several other property owners came together and decided to look into the possibility of a Community Management District. DSABA (Downtown Santa Ana Business Association) was not working due to infighting and lack of vision with a complete unwillingness to change. It was not easy to run our businesses, formally begin a 501©6 nonprofit and be at the leadership of a changing downtown. However, we were committed to the prospect of revitalization in downtown Santa Ana. We have given our time, money and donated our expertise at "no charge" when needed, to move this new nonprofit into the successful organization it has become. Downtown Inc is not only a vibrant force to the businesses downtown but has made inroads into the community and social issues facing this city. Vicky has convinced us that PBIDs cannot ignore social issues such as the homeless and is at the helm of forming a coalition of civic leaders, the faith community, government and others to begin an effort that could make us a model to all counties in California. She is basing this on the Navigator Program used in Sacramento and San Diego that has received Presidential Awards. The Community Policing Project formed with Santa Ana Police Department along with radios funded by Downtown Inc given to our businesses, has been described by the Justice Department as a model to large cities our size. I am on the Executive Committee with Downtown Inc and cannot understand this continued smear of the organization. We have strived to be transparent, we invite the public to all our meetings and we have done everything possible to recruit new diverse directors and members. We are focused on success and assisting all the businesses in downtown. The naysayers and people who continue to storm City Hall hurt Santa Ana. Their agenda is beyond our understanding because they refuse to come to the table. What is most amazing tome personally is that these same people held contempt for each other before Downtown Inc and now they have formed a "social club". Perhaps we should be commended for uniting them for the first time. If they would put the effort and time into what they so fervently oppose, they may find common ground and realize we are all here to prosper our businesses, raise our families and live the American dream in unity. My sincere desire would be to see all businesses in the district part of the equation, actively involved with Downtown Inc and making a difference in revitalizing Downtown Santa Ana. Last week we held a Tri Mixer with over 250 businesses represented. The positive comments and pleasure at what is taking place in downtown Santa Ana was refreshing to hear from business people in Santa Ana and throughout Orange County. Keeping this issue at the forefront at City Council hurts bringing consumers and new businesses downtown. If PBIDs did not work, then there would not be 1500 across the United States and now internationally accepted and embraced. Several Cities have called us for details in beginning a PBID (Orange, Brea, Pasadena, San Pedro, and Newport Beach). Our success shows! Sincerely, Bob Stewart Past President Downtown Inc 1 85A-4 Huizar, Maria From: Dennis Dascanio <ddascanio@sbcglobal.net> Sent: Thursday, June 07, 2012 2:49 PM To: Huizar, Maria Subject: Support for DTI Dear Ms. Maria Huizar, Clerk of the Counsel: This writing is in response to ongoing negative information that has been recycled and put out by opponents of the DTI and PBID. I am a new member of the DTI Board and proponent of it's mission and accomplishments. I have been a business owner in Santa Ana since 1987. For the first 24 years, I was at the same location at 17Th Street and Flower (960 West 17Th Street). Last May, I decided to relocate my office to the Artist Village, 200 N. Main Street, to a building I recently purchased. The decision to purchase and move into the downtown area was because of changes to the PBID area that I had been witnessing over the past 1-2 years. Prior to that, I could not have even considered moving into the area. It had long been in decline from it's hey days of the 1980's, with crime and grime as it's lasting image.. I can now say that I feel safe and I am a proud owner of the Builders Exchange building and I look forward to years of being part of the local business District. As a DTI Board member, I have never known there to be any kind of pension or 401K program available to employees or members. All financial records are available for viewing on-line. We serve as volunteers and I consider all employees loyal to the advancement of the business district and it's surrounding areas. The meetings are open to the public, and input is openly requested. Opposition and discussion is a fundamental and integral part of public functions and forums, such as the PBID. Slander or defamation only hurts the advancements that are the mission of the DTI. Results, however, speak far louder than words, and the results attained by DTI in the PBID area in such a short period of time are stunning. Regards, Dennis Dascanio Proud owner of Builders Exchange historical building and DTI Board member. 85415 Huizar, Maria From: Dwight Smith <dwightlsmith@gmail.com> Sent: Wednesday, June 06, 2012 8:40 PM To: Huizar, Maria Cc: Vicky Baxter; Tim Rush; Walters, Paul Subject: Downtown Ms. Huizar, Downtown Inc., and especially Ms. Vicky Baxter, have opened my eyes to the possibilities of working with a BID. Our sister organization, the LACW, stands in awe of the relationship we have enjoyed with Downtown, inasmuch as they have long fought with various BID's in downtown Los Anegeles, costing both sides tens of thousands of dollars yearly, and generating reams of bad press for the city. When we had a problem with an ill-educated security guard, it was resolved to our satisfaction in a manner that could serve as a model for BID's across the country. It is deplorable to me that any organization should have to refute slander, and I hope the City could publicly express it disfavor for those who have lied about the use to which Downtown Inc. puts the public's tax dollars. I for one would like to see transparency include the investigation and even prosecution of those who use the mails to generate damaging untruths about civic institutions. If Janet Nguyen can fire people for disagreeing with her, can't we at least find and help sue those that lie about those acting on behalf of the City? It's hard enough to teach the people of the OC how wonderful Santa Ana is - we simply cannot tolerate those in our midst who stoop to lies and false innuendo. My hat is off to Vicky Baxter and Downtown for peaceably enduring this terrible slander. Let me know of I can help. Dwight Smith, occatholicworker.org 85A16 Huizar, Maria From: Eddie Quillares <eddie.quillares.rlwt@statefarm.com> Sent: Thursday, June 07, 2012 11:22 AM To: Huizar, Maria Subject: My Story Maria, The purpose of this email is to share my story with you regarding my growth and success in Downtown Santa Ana. I opened my business in Santa Ana in September 2010. 1 am very fortunate to share that I opened my agency with two associates and now I have six team members that have embraced the Santa Ana community and the surrounding areas. Our success was not only due to our systems and processes but most importantly with organizations such as: Santa Ana Chamber of Commerce, Orange County Hispanic Chamber of Commerce and Santa Ana Downtown Inc. Collectively, these organizations have continuously supported not only our business needs, but the needs of the community - especially in Downtown Santa Ana. From the time that I arrived in Santa Ana in 2010 to our last Tri-Mixer hosted in Downtown Inc. last week, I have seen substantial growth in the local community and the influence that Downtown Inc. has made in the Downtown culture. It has given Downtown the positive attention it deserves for creating a culture that is en.bracing not only the current business owners but the new business that are opening on a daily basis. I am a strong believer that "You get out of it, what you put into it," and it is righteous to state that Downtown Inc. is the core to the imminent growth in Santa Ana. I am confident that I would not be at this point in my business without the help of community organization in Santa Ana and Orange County, but Downtown Inc. has been the backbone to my growth in the Downtown area. My information is listed below if you would like to speak with me directly or I am a few blocks away so feel free to stop by and say hello. I have plenty of stuffed bears and chip clips!! Best, Eddie Q Eddie Quillares Jr., Agent License #OG82888 State Farm Agent Providing Insurance and Financial Services Phone (714) 617-7150 Direct (562) 787-1799 Fax (714) 617-7158 Address 415 N. Broadway, Santa Ana, CA 92701 Email Eddie@EddieQinsurance.com web www.EddieQinsurance.com bA Please consider the environment before printing this e-mail. A Good Neighbor is a Green Neighbor. w 85A-7 Huizar, Maria From: Ellen Seefeldt <seefeldt3@cox.net> Sent: Thursday, June 07, 2012 12:31 PM To: Huizar, Maria Subject: Downtown Inc. To Whom It May Concern: I am a gallery director for Avantgarden Gallery in the Santora Arts Building. We are part of Orange County Fine Arts Association, one of the largest, and the oldest arts organization in Orange County, with headquarters in Santa Ana. Recently I have been disappointed upon hearing criticisms about Downtown Inc. Since they took over the art walk, we havf- had nothing but improvements in the surrounding area with new restaurants, a cleaner environment, more security. family friendly events in the promenade, and nothing but support of the Artists Village. I was invited to be a part of the marketing committee during their first year and was impressed with how DTI handled all the requests for support from, not only the arts community, but from Calle Cuatro merchants, and organizers of all the events that make the city great. I have seen that other merchants and property owners have also been at these meetings, and that many of the gallery owners have participated in different committee meetings and projects. I grew up in neighboring La Habra, and although I now live in south county, I work and shop and go to restaurants in Santa Ana. I have seen many changes over the years, more positive changes recently with new downtown store fronts and new restaurants and businesses. These changes I attribute to the work of Downtown, Inc.! It's unfortunate that a few individuals have to criticize and spread untruths about an organization that has done so much to improve Santa Ana! Ellen Seefeldt Avantgarden-The Art Gallery www.artavantgarden.com www.ocfinearts.orp, 85A-8 Huizar, Maria From: Everett, Caleb <caleb@careercalifornia.edu> Sent: Thursday, June 07, 2012 12:48 PM To: Huizar, Maria Subject: Downtown Inc. Dear Mrs. Huizar, I am writing to express my support for Downtown Inc. I understand they have been the subject of some recent criticism. As a small business owner, I really appreciate and have benefited from their efforts. The downtown area is clean and safe. The events they put on are terrific and any time we call for help, whether it be an introduction or help planning an event, they are always very responsive and very helpful. Sincerely, Caleb Everett Chief Executive Officer Career College of California 201 E. 4th Street, Suite 200 Santa Ana, CA 92701 (714) 243-8614 phone and fax www.careercalifornia.edu Join Our Community! 85A-9 Huizar, Maria From: guzmar@netzero.net Sent: Thursday, June 07, 2012 12:28 PM To: Huizar, Maria Subject: Downtown, Inc. is putting the Wow in Downtown! June 7, 2012 Dear Honorable Mayor Pulido and City Council Members, I am delighted with the enhancements I've seen in Downtown Santa Ana. Since Downtown, Inc. was established and placed under the energetic, professional leadership of Vicky Baxter, we've witnessed the transformation of the drab Pepto Bismol Fiesta Marketplace into a refreshed, energized, upscale looking East End Shopping District with a greater variety of new shops. It's a cleaner, safer and more desirable place to shop, to meet friends for lunch or dinner and to enjoy entertainment. Personally, I was very excited that my son, DJ Frosty, Executive Director of www.Dublab.com's Dublab Soundsystems conducted a live broadcast of Dublab (internet radio) from "The Crosby" to a packed crowd a year ago. In 2005, my son, Mark McNeill, was named DJ of the year by LA Weekly. He performs at concert events and venues worldwide--South Africa, Japan, Europe, and South America as well as the Hollywood Bowl, Disney Concert Hall, the Getty Center, LACMA for the LA Arts Commission and LA Department of Cultural Affairs. Mark was impressed with the "new" downtown Santa Ana. Wilshire Square Neighborhood Association has planned the first of many social events at restaurants in downtown. Our first Wilshire Square social will be held at "Chapter One" Restaurant on June 20th. Downtown has become a desirable location to meet with a variety of attractive restaurants and safe, convenient parking. Planning our social events downtown is a vote of confidence in what Downtown, Inc. is accomplishing in transforming Downtown Santa Ana into a great place to have fun and shop. Sincerely, Mary Guzman, President Wilshire Square Neighborhood Association (714) 380-2210 cell 53 Year Old Mom Looks 33 The Stunning Results of Her Wrinkle Trick Has Botox Doctors Worried consumerproducts.com 85A-10 Huizar, Maria From: James Kendrick <lrags@att.net> Sent: Friday, June 08, 2012 10:09 AM To: Huizar, Maria Subject: Support:DTI Honorable Mayor and City Council Members, I, James Kendrick, owner of Santa Ana's best News Stand, Rags, located at 454 North Broadway #100, Santa Ana, CA 92701, do support DTI, better known as Downtown INC. As a member of DASBA when I first opened, and to pay and extra tax based on my gross sales as other Downtown Merchant, it was a relief to see Downtown INC., take over. Even as some property owners may agree as a special district, a lot of property owners wanted to do nothing but take advantage of the city and milk it dry demanding the city to maintain and promote the Downtown. Dow.town INC, is still in its infancy, and still needs a chance to grow and help Santa Ana reach its full potential as a special mix use district. I really feel that all the property owners need to be educated and really try to work on the long term vision.Prior City Councils formed a special district, with over lays and try to look into the future of a more diverse and multi cultural Downtown reaching out to everyone. So please let Downtown INC have a chance to mature and reach out to build a stronger Santa Ana. Sincerely, James Kendrick Owner Rage News Stand 454 N Broadway #100 Santa Ana, CA 92701 85A-11 Huiaar, Maria From: Jeffrey D Hall <jeff@chapteronetml.com> Sent: Thursday, June 07, 2012 12:46 AM To: Huizar, Maria Cc: Jeff Jensen Subject: Chapter One: the modern local's Support for Downtown Inc. MARIA We would like to voice our support for Downtown Inc. Our business, that generates a large amount of tax revenues, in a building that was virtually empty when we arrived, which also employs 50+, mostly local and semi-local employees, would never have been located in Santa Ana, without the support of Downtown Inc. It gave us the confidence to make a $million investment in this city and that was before we understood the entirety of their support. I cannot and do not want to imagine this downtown without Downtown Inc. There are many loud, persistent people that constantly voice their disdain for this great organization. Their numbers are small and most don't seem to even be within the district anymore, but it seems to have become the most involved and time consuming aspect of their lives. If they truly wanted to improve the community, as they claim, then they should take half of the time that they are spending arguing against DTI and instead direct it positively into the community and their businesses. Then, ironically, they would probably figure out the greatest way to truly make Downtown Inc. less of an issue in their lives, through economic prosperity. Downtown Inc. is imperative to the continued growth of this area. Thank you for your time. Jeff Hall Chapter One: the modern local 227 N. Broadway Downtown Santa Ana, CA 92701 (714) 724-1031 CELL (714) 352-2225 MAIN (714) 352-2242 FAX www.chaoteronetm I. coin Become a FAN on Facebook! FOLLOW US ON TWITTER@ Chapteronetml A please consider the environment before printing this. 85A-12 Huizar, Maria From: Sent: To: Subject: style4sight@gmail.com on behalf of Julia T Thursday, June 07, 2012 12:04 PM Huizar, Maria In support of Downtown Inc. - OCFA <julia@ocfashionassociation.com> Dear Mrs. Huizar, My name is Julia Tudor. I am the President and Founder of the OC Fashion Association. The OCFA is a non-profit organization that supports emerging fashion talent in Orange County and aims to liven up the almost non-existent Orange County fashion scene through various fashion related events such as the popular OC FASHION WEEK, mixers, exhibits, media productions and even public fashion flash mobs. I am writing to you on behalf of my organization in regards to Downtown Inc. to share my outmost appreciation for their outstanding efforts. We had the pleasure of working with them last year and we hope to work again soon in bringing more fashion to Downtown. It was because of Downtown Inc's help with our first fashion show last year that OCFA kept coming back and had 7 more other events in Santa Ana, including the branded OC FASHION WEEKs events. Downtown Inc's support for our new organization was and still is invaluable to us in ensuring successful fashion events. With their help we were able to put on great fashion shows unparallel to anything seen in Orange County before and to this day these shows are being hailed by the media and fashion enthusiasts in Orange County, Los Angeles and San Diego! Downtown Inc. helped us tremendously in navigating the right channels to obtain permits, they made the connections we needed with the business in Downtown, lend us prepping rooms, security for our events, and sponsored our May 26 event last year among many other things. Please, take a minute to watch these two videos of last's year's OC FASHOON WEEK which took place outdoors on the 2nd Street Promenade in front of the Grand Central Art Center featuring four fall/winter designer collections. http://youtu.be/7n 15hx7zVU , http://vimeo.com/24100733# Without Downtown Inc.s' help none of our events would have been possible simply because not enough resources would have been at our disposal to make our small and large production events a reality otherwise. Their board of directors and the amazing staff are very passionate people who are obviously extremely determined to help the community and revive the Downtown despite all criticisms and alligations by those who do not believe in its mission. But we believe that their efforts and dedication, many times going beyond normal office hours, will eventually prevail. They work effortlessly to put Downtown Santa Ana on the map again, and we trust, this is no easy job. We are truly inspired by their determination to work against all adds, 85A-13 all criticism and continue to do a great job no matter what. The changes they bring to Downtown are for the better and it has been obvious to many of the people we brought to our events in Downtown, people who outcasted Santa Ana a long time ago as being unsafe and unfit for a fashion scene, that this is now a NEW place with new potential and countless opportunities. Only thanks to organizations like Downtown Inc., the public's old mentality about Santa Ana is constantly changing for the better and this is no small accomplishment! Thank you for your time reading this message. We hope that you will too share our support for Downtown Inc.'s unmatched efforts, its board members and staff in helping Downtown Santa Ana reach its potential of the only urban Orange County hotspot filled with history, culture and innovation! Sinerely, Julia Tudor President/ Founder of OC Fashion Association SEE YOU IN THE SPOTLIGHT! EXPERIENCE - EMERGE - EXPOSE The OC Fashion Association is a non-profit mutual benefit corporation dedicated to promoting unity within our diverse fashion community while supporting emerging talent. website: http;./Jwww,_ocfashionassociation.com facebook fan page: htth [Jwww face book gom?OCFashionAssociation twitter: http://www.twitter.co!I)IOCFASSOC tumblr: http://ocfashionassociation.tumblr.com tumblr: http://ocfashionweek.tumblr.com/ linkedin group: htti)://www.linkedin.com/q roui)s?mostPopular=&gid=3681670 mailing address: PO BOX 2455, Costa Mesa, CA 92628 2 85A-14 Huizar, Maria From: kathie warren <artiskathie@msn.com> Sent: Thursday, June 07, 2012 8:54 PM To: Huizar, Maria Subject: Regarding DTI Dear Maria Huizar, I'm an artist and an 18 year participant in the artist village, and for 10 years I've had my gallery in the basement of the Santora Building, the Green Door gallery. I have observed the changes over the years. Vicky and the team of Downtown Inc. has removed the grey film, the disintegrating aura, over the redevelopment area. The streets are clean, I don't feel like I'm passing through a dump any more, or attacked with mounds of paper flyers, or smells of urine. The beautiful buildings almost shine in the day time. The doors smile with an invitation to enter. I see friendly alert security. I see police on horses, they give a feeling of safety yet family friendly, I see children who might otherwise be intimidated by officers go up to the horses and talk to the officers. Where there was no communication before we the artists are embraced and empowered by DTI. They come to the artwalk they BUY art, they care. They maintain consistency in organizing the art walk. They oversee the bureaucracy in holding events, handle permits, reach out to other businesses to generate cross promotion. They promote and facilitate, making the Santa Ana Art Walk the envy of other cities. The fruit of their efforts is apparent when people come into my gallery. They come from Laguna, Irvine, Fresno, the bay area, San Diego, Riverside, New York, Texas and so many other places. Local people come back with visiting relatives and friends. A daughter brought her artist mother visiting from Greece, who purchased a small painting. Some visiting from other countries. No they don't all buy art, but they go to the restaurants, they tell others, and come back with more friends. These people come day time and night time, they feel safe, they park and have a full evening of activities. Now we need to stimulate the BUYING of art. The art has been the driving force, and DTI has been the fuel to create this vibrate community. The recent DTI May mixer was a great example of how the community now comes together. Artists, politicians, 4th street businesses, SAC event planning students, a racial mix. It was a picture of how DTI has brought everyone together to work together. There is so much more that they do behind the scenes that makes Santa Ana sparkle, of course there is more work to do. People that I talk to love coming and moving to Santa Ana because it now feels safe, clean and active. They are stimulated, and inspired, they don't get that in planned communities like Irvine and it's 3 shades of beige, or even in beautiful Laguna, where the art doesn't change. Santa Ana is historical, it is organic and the art here reflects that. Walk 3-5 blocks in any directions and you experience a cultural trip without getting on a plane. I sit on the 2nd street promenade, in a one hour, I will see a woman pushing a stroller, 4 laughing students, a couple of suits with briefcases, a homeless man with his bags, a couple of nicely dressed women of color chatting up a storm, an artist waring torn paint dripped, jeans; pushing a dolly of paintings, a workman with broom and trash can; a spaced out skinny kid. Black, white, Hispanic, Asian. This is not only Santa Ana it is America. So I I'm digressing into what could have been a Steinbeck novel. The bottom line is that DTI makes a big difference for ALL. Thank you, Kathie Warren Green Door gallery, b-4 Santora/basement 85A-15 Huizar, Maria From: LuterLutz@aol.com Sent: Thursday, June 07, 2012 2:35 PM To: Huizar, Maria Subject: Downtown Inc. Maria, can you please distribute the following. Mayor and Council Members Nancy and I would like to go on record of supporting Downtown Inc. Having been the leader in developing the Artists Village in the 90's I have seen how the downtown is coming alive where before the town was closed up at five o'clock. Now the town is attracting leading businesses like DGWB and higher educational forums such as Grand Central Arts Forum and cutting edge restaurants and entertainment venues hosting national known groups at the old Yost Theater. This is especially an important time with the City suffering a budget crises to have an oversight body like Downtown Inc. to help promote downtown Santa Ana along with ensuring the safety of those patronizing the stores, restaurants, and entertainment venues and assuring clean sidewalks and store fronts. It is unfortunate that there is a perception that Downtown Inc. has a 401(K) or other type of retirement program. This is totally untrue and just another attempt to defame this organization. Sincerely, Tom & Nancy Lutz Washington Square Residents. 85A-16 Huizar, Maria From: Mcewenl@aol.com Sent: Wednesday, June 06, 2012 5:10 PM To: Huizar, Maria Subject: Downtown Inc Ms Huizar I would like to take a moment to express my support of Downtown Inc. As a twenty three year resident of Santa Ana, I have never felt as hopeful for the success of the downtown as I do now. Now, when I invite friends from outside the city to dinner or Art Walk activities, I'm assured we will have a fun, safe, entertaining time. My thanks to the hard work of Downtown Inc for bringing it all together. Without a central body to organize and promote, I don't think it would be possible. Thank you Debbie McEwen French Park 85A-17 Huizar, Maria From: mfpax@aol.com Sent: Thursday, June 14, 2012 9:36 AM To: Huizar, Maria Subject: DTI Dear Ms. Huizar, I am writing you to voice my support for Downtown Inc. and the positive impact it has had on the downtown area. This is probably no real surprise since I sit on the board. I work for the owners of 4 buildings in the downtown and they see the improvement to the area in just a couple of years. More importantly, they see the long term improvements that are possible. The taxes that they contribute to fund the PBID are not insignificant to our operations in these lean times, but they see it as a necessary investment for the future of the downtown and the long term success of their properties. Michael Paxton Spurgeon Venture Ltd. 85A-18 Huizar, Maria From: Mike Harvey <mike.harvey333@gmai1.com> Sent: Thursday, June 07, 2012 3:34 PM To: Huizar, Maria Subject: Santa Ana Downtown Inc. Please allow me to introduce myself. My name is Mike Harvey and I have recently opened a small music publishing company in downtown Santa Ana. I chose Santa Ana as the place I wanted to be largely because of the way that the area around the Yost Theater had been cleaned up and made safer and more accessible to my clients. I did my research and found that this was made possible by the local merchants and the way they were able to work with Downtown Inc. I have gotten to know my neighbors and I have had a few opportunities to discuss issues that mattered to me with the people at DTI. They were always very helpful and full of useful information. We know that any organization that deals with the public is bound to attract both possitive and negative reviews from the people they serve and that is to be expected but when I heard that the folks at DTI were coming under fire I thought that I would tell my story and the way that I have had nothing but possitive experiences when working with them. I have to say that I think they are doing a great job. Thank You Mike Harvey 220 E. 4th Street, Suite 204 Santa Ana, CA. 92701 phone: 714-547-7071 i 85A-19 Huizar, Maria From: Minerva Figueroa <minerva.figueroa@cox.net> Sent: Wednesday, June 06, 2012 6:45 PM To: Huizar, Maria Subject: Downtown Inc. My name is Minerva Figueroa and I want you to know that I support Downtown Inc. in their effort to revitalize downtown Santa Ana. The organization was instrumental in helping us Harvey Milk Day and for the past 3 years it has been a trusted partner in many endeavors. Thank You, Minerva Figueroa-Orange County Equality Coalition-949 400 8123 1 85A-20 Huizar, Maria From: olivana @dslextreme.com <olivana@dslextreme.com> Sent: Thursday, June 07, 2012 1:51 PM To: Huizar, Maria Subject: support for Downtown Inc Madame, there was nathing done to revitalize the run down downtown of Santa Ana prior to Downtown Inc which I am fully supporting. Ivana and Oldrich Unger 1 85A-21 Huizar, Maria From: Phil Calhoun <phil@betabenefits.com> Sent: Wednesday, June 06, 2012 4:56 PM To: Huizar, Maria Cc: Vicky Baxter Subject: Support for Downtown Inc. Follow Up Flag: Follow up Flag Status: Completed Maria, I am a property owner of the Minter House on 322 W. 3rd Street. We pay into the PBID and are pleased with what Vicky and her team are doing for the downtown. As a board member of the Santa Ana Chamber and a business owner operating from the Minter House, we appreciate what Santa Ana offers us. We are especially thankful for the security provided by Downtown Inc. as this has kept our employees and building safe as they walk downtown to eat and when they arrive for work and return to their cars to go home. We have owned the property for 10 years now and have seen starts and stops with downtown efforts to improve the downtown. What is currently happening downtown is a credit to Vicky's experience and management style. Our biggest challenge is the amount of the PBID fee we pay and the traffic at the park that gets a little tough at times. As an insurance agency we hope to work with more businesses downtown in an effort to increase revenues for the future. Please contact me as I would like to meet you and show you our office-house sometime, lunch is on me. Please do not hesitate to contact me with any questions. Thanks, Phil .1. Calhoun, MBA President Beta Benefits Insurance Services "Where You Get Good Old Fashioned Customer Service" 322 W. 3rd St. Santa Ana, CA 92701 800.500-9799 ext. 226 FAX 714.664-0614 Lic # 0752323 My MISSION: "To Serve Without Conditions And Within God's Plan." 1 85A-22 Huizar, Maria From: Sue Rabin <suerabin@dslextreme.com> Sent: Thursday, June 07, 2012 8:51 PM To: Huizar, Maria Cc: 'Vicky Baxter' Subject: Downtown Inc Dear Maria, I have recently become familiar with Downtown Inc, Vicky Baxter and several supporters of the organization. As an Orange County resident I have seen downtown Santa Ana go through many changes over the years and within the last few years it has become more and more obvious that some change is occurring for the better. I truly believe this has everything to do with Downtown Inc's efforts. I know that the crime stats have decreased, while the cleanliness, arts, music, food and culture has increased in this area and so despite what a few people may say about this organization, it is clear to me that they are here to change Santa Ana for the better. Quite honestly I believe that those who feel they need to attack others and accuse them of wrong doings when they have no proof or no ground to stand on are the ones in fact that are guilty of the dishonesty and wrong doings themselves. I stand in support of the Downtown Inc as they stand in support of Downtown Santa Ana. Thank you, Sue Rabin 949-394-2540 1 85A-23 Huizar, Maria From: trina.fleming@cox.net Sent: Thursday, June 07, 2012 10:10 AM To: Huizar, Maria Subject: What is the city doing to support the efforts of Downtown Inc.? Maria - I just want to express my support of the Downtown, Inc. and the wonderful job they are doing in revitalizing downtown Santa Ana! It's nice to know that there is someone stepping up to the plate and not just talking about doing something, but is actually doing it. What is the city doing to support Downtown Inc. in their efforts?? Trina Fleming 23385 Gondor Drive Lake Forest, CA 92630 trina.fleming@cox.net 1 85A-24 Huizar, Maria From: Vance Gardner <vogardner@gmail.com> Sent: Thursday, June 07, 2012 2:34 PM To: Huizar, Maria Subject: Support for DTI Dear Ms Huizar, I support Downtown Inc's efforts to revitalize the Santa Ana downtown. Santa Ana is a beautiful city with a rich history and heritage. However, I've lived in Orange County for the past 30 years and rarely have I gone into the city, until recently. When Downtown Inc was established; shopping, dining, arts and recreation were enhanced. Now my trips to the city are more varied and rewarding (and I want to go back). The non-profit is run in an ethical, open manner and is a real plus for the city. Please do not let a few fearful citizens taint DTI's exemplary record. Instead, applaud and support this great community organization. Thank you. Sincerely, Vance Gardner MD 85A-25 Huizar, Maria From: Victor and Lubna <vicnlubna@yahoo.com> Sent: Thursday, June 14, 2012 1:54 PM To: Huizar, Maria Subject: Thank goodness for DTI Dear Maria: I am a long time resident of Santa Ana and I have worked in the city for over 14 years. The revitalization efforts have made such a big difference in how I feel about the city and how I interact with it. My husband and I now go downtown for dining and entertainment (instead of leaving the city to spend our money elsewhere). In addition, when our friends come to visit, we take them downtown to showcase the beautiful and vibrant atmosphere. I'm always delighted to see the late night crowds walking around a city that used to have the highest crime reputation. We are so encouraged by the developments, that we've chosen to purchase an investment property (in addition to our primary home) in the city of Santa Ana. Santa Ana is not what it used to be, and that is thanks in large part to the efforts of DTI. We need to appreciate them and support them in all their efforts to uplift our city and neighborhoods. Lubna Debbini & Victor Gomez 1016 and 1108 N Towner, Santa Ana. 714-457-0237 i 85A-26 Additional Material to Follow for Item 85A 85A-27 85A-28