Loading...
HomeMy WebLinkAboutDELHI CENTER - DELHI PARK CONSTRUCTION AND FUNDING AGMT-2000INSURMCE N01 REQUIRE0(WAIVED WORK MAY PROCEED CLERK OF COUNCIL. ,4- ;00aµ /7/ DATE: lo -V"04 DELHI PARK CONSTRUCTION AND FUNDING AGREEMENT C. RCx f (✓ THIS AGREEMENT is entered into this 94v� day of , 2000, by and between the CITY OF SANTA ANA, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California (the "City "), and the Delhi Center, a California nonprofit public benefit corporation ( "Delhi "). ARTICLE I - SUBJECT OF AGREEMENT Section 101. Pu1pose of the Agreement The parties hereto have entered into a ground lease agreement ( "Lease "), dated September 5, 2000, wherein the City, acting as landlord, leased property to Delhi for the sole purpose of constructing a community center. The purpose of this Agreement is to effectuate the construction and development of the 26,500 square foot community center ( "Community Center ") on the property subject to the Lease. The City will use its expertise in managing the construction of public improvements to assist Delhi in the construction of the Community Center. The Community Center will be solely used to provide social, educational and recreational programs to the general public. Upon completion of the Community Center, the City will lease space from Delhi for staffing and the storage of equipment, supplies and recreation materials used in the furtherance of the recreation programs. Section 102. Reserved Section 103. Reserved Section 104. The Property The 'Property" is that portion of the Delhi Park which is shown on "Attachment No. A ", attached hereto and incorporated herein by this reference, and is more fully described in "Legal Description" of the Property, which is incorporated herein by this reference and attached hereto as "AttachmentNo. B ". Section 105. The City The City is a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California. The principal office of the City is located at City Hall, 20 Civic Center Plaza, Santa Ana, California, 92701. Section 106. The Delhi The Delhi is a California nonprofit public benefit corporation. The principal office of the Delhi is located at 542 East Central Avenue, Santa Ana, 92707. ARTICLE II - DISPOSITION OF THE PROPERTY Section 201. Lease of the Property The City has entered into aground lease with Delhi, in accordance with, and subject to, all of the terms, covenants and conditions of the Lease, attached hereto and incorporated herein, as Attachment "C." Section 202. Reserved Section 203. Reserved Section 204. Reserved Section205. Reserved Section 206. Reserved Section 207. Reserved Section208. Reserved Section 209. Additional Requirements for Conveyance of Leasehold Interest It is the responsibility of Delhi, in collaboration with the City, to obtain any additional construction loans, grants or any other funding needed to further develop the Community Center, and have any and all mortgages, deeds of trust, or other security instruments by which the Property or any part thereof is made security for said loan or loans duly executed and available for recordation. Section 210. Reserved Section2ll. Reserved Section 212. Possession of the Property Possession of the leasehold property shall be deemed delivered by the City to Delhi at the time the leasehold interest in the Property is conveyed and recorded with the County Recorder's Office. The City shall deliver possession of the leasehold interest to Delhi free of any possession or right of possession by a third party, except that of the Delhi, unless waived by Delhi in writing. Section 213. Reserved Section 214. Soils Conditions and Hazardous Substances Delhi and the City agree to accept the soil or other physical conditions of the property in its present condition and in all respects, the entire property subject to the Lease and this agreement in a condition entirely suitable for the construction, operation and maintenance of the Community Center. Delhi and the City agree to accept this condition based upon the October 25, 1999 closure letter, with attachments, from the California Regional Water Quality Control Board, attached hereto and incorporated herein as Attachment "D." ARTICLE III - DEVELOPMENT OF THE PROPERTY Section 301. Scope of Development Delhi agrees that the Property shall be developed in accordance with and within the limitations specified in the Guaranteed Maximum Price, attached hereto and incorporated herein, as Attachment "E", and plans approved by the City pursuant to Sections 304 through 307 hereinbelow. Section 302. RESERVED Section 303. Responsibilities of the City With regard to the development of the Property, the City shall be responsible for the construction of the Community Center in accordance with all work specified in Attachment "E." The City shall be responsible for all permit fees associated with the construction of the Community Center and pay up to $100,000 for the fixtures and equipment installed in the kitchen. The City will name Delhi and the State of California as additional insureds in the Constriction and Builders Risk Insurance. Section 304. Program Manager The City shall hire and supervise a Program Manager to perform all pre - construction services. In addition, the Program Manager shall construct the Community Center for the Guaranteed Maximum Price, in accordance with the Project Schedule, as specified in Attachment "E ". The Program Manager will assume overall liabilities and responsibilities of a licensed general contractor and shall have authority for final approval of all plans, specifications and construction related documents. Section305. Concept Plans All work to be performed on the Property shall be in accordance with the Concept Plans and related documents approved by the Program Manager at the time of its approval of this Agreement, except for such changes which may be mutually agreed upon in writing between Delhi and the City. Any such changes may be approved by Program Manager provided they are within the limitations established in Attachment "E. "A reduced copy of the Concept Plans, approved by the Program Manager, the City, and Delhi at the time of approval of this Agreement, are contained in Attachment "E ". Section 306. Construction Drawings and Related Documents A. The Program Manager shall prepare or cause to prepare and submit construction drawings and related documents for the Property to the City and Delhi for review (including, but not limited to, architectural review) and written approval. Final drawings, plans and specifications are hereby defined as those in sufficient detail to obtain a building permit. The Community Center shall be constructed pursuant to the specifications in Attachment "E ", as approved in this document by the City and Delhi. B. During the preparation of all drawings and plans, the Program Manager and Delhi shall hold regular progress meetings to coordinate the preparation of, submission to, and review of construction plans and related documents by the City. The Program Manager and Delhi shall communicate and consult informally as frequently as is necessary to insure that the formal submittal of any documents to the City can receive prompt and speedy consideration. Section 307. Program Manager Approval of Plans, Drawings and Related Documents Delhi shall have the right of reasonable review (including, but not limited to, architectural review) of all plans, drawings and related documents for the development, including any proposed changes therein. The Program Manager shall approve or disapprove such plans, drawings, and related documents referred to in this Agreement (and any proposed changes therein) within the limitations of Scope of Development and times established in the GMP Schedule. Section 308. Cost of Construction Delhi and the City agree that the Community Center shall be developed in accordance with, and within the limitations, specified in Attachment "E ", and agree that the cost of construction shall not exceed $5,185,000. Section 309. Commencement and Completion of Construction The City shall begin and complete all the required development within the times specified in Attachment "E", subj ect to such reasonable extensions of such times as may be granted in writing by Delhi. Section 310. Construction Funding Sources Funding for the construction of the Community Center shall be derived from the following sources: Delhi California Youth Authority Grant: $2,250,000 City State Discretionary Funding: $ 788,000 Year 1 Federal Empowerment Zone Funding: $ 997,500 Year 2 Federal Empowerment Zone Funding: $1,000,000 General Fund Contribution: $ 150,000 Total Funding Available: $5,185,000 Delhi shall bear the cost of any and all other funding required for additional tenant improvements associated with the construction of the Community Center, or not provided for in Attachment "E", except as otherwise provided by this Agreement. Section3ll. Construction Funding to City Delhi agrees that, within 10 days of receipt of any and all funding received from the California Youth Authority for the construction of the Community Center, it shall direct said funds received to the City for payment of the Program Manager. Section 312. ConstructionFumding Account All money received for the construction of the Community Center shall be reserved in a separate account designated exclusively for said purpose. Section 313. Antidiscrimination During Construction The City, for itself and its successors and assignees agrees that in the construction of the improvements on the Property provided for in this Agreement, will not discriminate against any employee or any applicant for employment because of sex, sexual orientation, marital status, race, color, religion, creed, national origin or ancestry. Section 314. Governmental Laws and Regulations The City shall carry out the construction of the improvements on the Property in conformity with all applicable governmental laws and regulations. ARTICLE IV — RESERVED ARTICLE V - DEFAULTS, REMEDIES AND TERMINATION Section 501. Defaults- General Subject to the extensions of time set forth in Section 610, failure or delay by either party to perform any term or provision of this Agreement constitutes a default under this Agreement. If any funding required pursuant to this Agreement is unavailable or rescinded the City shall have the right cancel this agreement. Any defaulting party shall be entitled to cure the default in accordance with this section. The inj ured party shall give written notice of default to the party in default, specifying the default complained of by the injured party. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default. The defaulting party must, within thirty (30) days following service of said notice, commence to cure, correct or remedy such failure or delay and shall complete such cure, correction, or remedy with reasonable diligence. Section 502. Institution of Legal Actions Subject to the provisions of Section 501 hereof, 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. Such legal actions must be instituted in the Superior Court of the County of Orange, State of California, or in any other appropriate court in that Comity. Section503. ApolicableLaw The laws of the State of California shall govern the interpretation and enforcement of this Agreement. Section 504. Acceptance of Service of Process In the event that any legal action is commenced by Delhi against City, service of process on the City shall be made by personal service on the Clerk of the Council of the City, at the address provided in Section 105 of this Agreement. In the event that any legal action is commenced by the City against Delhi, service of process on the Delhi shall be made by personal service upon the Executive Director of Delhi or in any such manner as may be provided by law, and shall be valid whether made within or out of the State of California. Section 505. Rights and Remedies are Cumulative Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights 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. Section 506. Damages In the event that Delhi is liable for damages to the City, such liability shall be limited to all costs incurred by City in the performance of this Agreement. In the event that the City is liable for damages to Delhi, such liability shall not exceed costs incurred by Delhi in the performance of this Agreement and shall not extend to compensation for loss of future income, profits or assets; provided, however, Delhi's only remedy for any breach of this Agreement by the City alleged to occur after the conveyance of the Property by the City to Delhi shall be an action for specific performance of the City's obligations. Section 507. Termination by Delhi may terminate this Agreement in the event that they fail to obtain the required funding necessary for construction of the Community Center in the manner provided in this Agreement, provided Delhi is not in default under this Agreement. In the event, however, that such failure is due to causes beyond the City's control, said right of termination shall be Delhi's sole and exclusive remedy. Section 508. Termination by the City Prior to Completion This Agreement may be terminated by the City in the event that: A. Delhi, or any successor -in- interest assigns or attempts to assign this Agreement or any rights herein, in violation of this Agreement without written consent of the City; or B. There is a substantial change in ownership of Delhi contrary to the provisions of Section 602 hereof, or C. Delhi fails to forward awarded funding to the City within 10 days of receipt; or D. Construction of the Community Center is not completed within three (3) years of the date of this Agreement, provided that the City uses its best efforts to complete construction and such construction was not delayed due to factors beyond Delhi's control; or E. Delhi otherwise defaults on its obligations under this Agreement. Section 509. Right to Reenter, Repossess, Terminate and Revest 1. The City shall have the right, at its option, to reenter and take possession of the Property with all improvements thereon and to terminate and revest in the City the leasehold interest conveyed to Delhi, if after completion of construction of the Community Center, Delhi (or its successors in interest) shall, in violation of the terms of this Agreement: a. Fail to obtain funding for the construction of the improvements as required by this Agreement within 2 years of the date of this Agreement, provided that the Delhi shall not have obtained an extension or postponement to which Delhi may be entitled pursuant to Section 610 hereof; or b. Abandon or substantially suspend payment for construction of the improvements for a period of six (6) months after written notice of such abandonment or suspension from the City, provided that Delhi shall not have obtained an extension or postponement to which Delhi may be entitled to pursuant to Section 610 hereof; or C. Assign this Agreement, or any rights herein, or transfer, or suffer any involuntary transfer of the Property, or any part thereof, in violation of this Agreement, and such violation shall not be cured within thirty (30) days after the date of receipt of written notice thereof by the City to Delhi; or d. Fail to complete construction of the Community Center within three (3) years of the date of this Agreement, provided that the City uses its best efforts to complete construction and such constriction was not delayed due to factors beyond Delhi's control. . 2. The right to reenter, repossess, terminate, and revest shall be subj ect to and be limited by and shall not defeat, render invalid, or limit: a. Any mortgage, deed of trust, instrument of sale and leaseback or other security instrument or conveyance for financing permitted by this Agreement; b. Any rights or interest provided in this Agreement for the protection of the holders of such mortgages, deeds of trust, or other security instruments, the lessor under such a sale and leaseback, or the grantee under such other conveyance for financing; or 3. Upon the reverting in the City of title to the Property as provided in this section, the City may, pursuant to its responsibilities under state law, use its best efforts to release the Property as soon and in such manner as the City shall find feasible and consistent with the objectives of such law and to a qualified and responsible party or parties (as determined by the City), who will assume the obligation of making or completing the improvements, or such other improvements in their stead, as shall be satisfactory to the City. In any event, the City shall retain all revenues associated with said release of the property. 4. The rights established in this section are to be interpreted in light of the fact that the City will lease the Property to Delhi for a Community Center and not for speculation in developed land. Section 510. Arbitration A. Arbitration of Disputes. [Note that the provisions of this Section are not applicable and binding unless initialed by both Parties.] 1. Any claim, controversy, dispute or disagreement related to this Agreement shall, at the request of either Party hereto, be submitted to final and binding arbitration before the American Arbitration Association ( "AAA ") in Orange County, California, pursuant to the AAA's Commercial Arbitration Rules in effect at the time a request for arbitration is filed (the "AAA Rules "). The Parties hereby irrevocably consent to venue in Orange County, California. The arbitrator (the "Arbitrator ") shall be appointed pursuant to the procedures set forth in the AAA Rules. The arbitration shall commence at the earliest possible opportunity unless otherwise agreed in writing by the Parties hereto. The Parties shall promptly and diligently cooperate with one another and the Arbitrator, and shall perform such acts as may be reasonably necessary to obtain a prompt and expeditious resolution of the dispute or controversy in accordance with the terms hereof. The Parties agree that the Arbitrator shall have the power to decide all issues of fact and law and report its decision thereon and issue all legal and equitable relief appropriate under the circumstances of the controversy or dispute before it. The Arbitrator shall try all issues, whether of fact or law, and record a finding and judgment thereon and shall hear and determine all pretrial issues and motions and post -trial motions related to the judgment filed or to be filed and to act on all matters related thereto which may be within the jurisdiction of the Superior Court of the State of California. With respect to substantive (as opposed to procedural) matters, the Arbitrator shall be required to apply the laws of the State of California when deciding the issues of the Arbitration and rendering its decision. Except as otherwise provided by the AAA Rules, all rules of evidence as set forth in the California Evidence Code, other statutory and decisional law of California and all local court rules and California Rules of Court shall be applicable to any proceeding before the AAA. The Arbitrator shall render its final decision in writing, stating the reasons for each component of its decision. The Parties agree to be bound by the final decision of the Arbitrator and to promptly provide the Arbitrator and the other Party(ies) with any and all documents, instructions or other information necessary to allow the Arbitrator to arrive at its decision and to give effect to that decision. The cost of such proceedings shall be borne equally by the Parties to the dispute. 2. Delhi's resort to, or participation in, any arbitration proceeding shall not bar suit by Delhi in a court of competent jurisdiction for specific performance unless and until the arbitration proceeding results in a judgement in favor of the City in which event such judgement and award shall act as a bar against any further action by Delhi for specific performance. 3. BY INITIALING IN THE SPACE BELOW, THE PARTY INITIALING IS AGREEING TO THE ARBITRATION PROVISIONS SET FORTH IN THIS SECTION AND IS AGREEING TO GIVE UP SUCH RIGHTS AS THE PARTY MIGHT OTHERWISE POSSESS TO HAVE SUCH DISPUTE(S) LITIGATED IN A COURT AND /OR IN FRONT OF A JURY. FURTHER, BY INITIALING BELOW, THE PARTY INITIALING ACKNOWLEDGES AND AGREES THAT: (i) IT IS GIVING UP ANY RIGHTS TO DISCOVERY AND /OR APPEAL UNLESS SUCH RIGHTS ARE SPECIFICALLY INCLUDED IN THE ARBITRATION PROVISION OF THIS SECTION OR OTHERWISE PROVIDED FOR BY WAY OF THE AAA RULES OR THE MUTUAL AGREEMENT OF THE PARTIES IN SUCH ARBITRATION PROCEEDING, AND (ii) IF IT REFUSES TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, SAID PARTY MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. cc City Delhi ARTICLE VI - GENERAL PROVISIONS Section 601. Good Faith Cooperation Delhi agrees to cooperate with the funding of the construction of the Community Center and shall not withhold any funding awarded Delhi for purposes of construction. Delhi agrees that California Youth Authority Funds awarded for construction of the Community Center shall be deposited with the City within 10 days of receipt by Delhi. Delhi agrees that any advanced or partial funding shall be deposited with the City within 10 days of receipt. In the event of terminationof this Agreement by the City as provided in Section 508 herein, the City shall retain all revenues deposited therewith for completion of construction of the Community Center. 10 In the event of termination of this Agreement by Delhi as provided in Section 507 herein, the City shall retain all revenues deposited therewith for completion of construction of the Community Center. Section 602. Limitations on Transactions A. It is stipulated and agreed by the parties hereto that the City has entered into this Agreement for the purpose of constructing the Community Center in accordance with the goals and objectives of this Agreement, that the qualifications, plans and grants submitted by Delhi in furtherance of this purpose were essential to City's agreement with Delhi for the development of the Property, and that Delhi is not entitled by this Agreement to obtain profit through speculation in developed or undeveloped land. The limitations of this section are imposed to promote the foregoing purposes. B. Except as otherwise provided in subsection C of this section, Delhi shall not do any of the following transactions or permit them to occur without the written consent of the City, which shall not be unreasonably withheld: I . Assign all or any part of this Agreement. 2. Allow any significant change in more than 50% of the membership, management, or control of Delhi (exclusive of the death or incapacitation of any person in such position). 1. 3. Make any total or partial sale, transfer, conveyance or assignment of the whole or any part of the Property. C. The prohibition contained in subsection B of this section shall not apply to, and the City hereby consents to, the following: Associations with other entities for the purpose of performing Delhi's obligations under this Agreement, provided Delhi retains operational and managerial control. 2. Easements or temporary permits to facilitate development of the Property. Leases of building space with other entities for the purpose of performing Delhi's obligations under this Agreement, provided Delhi retains operational and managerial control. 4. Grant applications or other financing documents executed for the purpose of securing loans to Delhi made to finance the acquisition and/or development of the Property. Section 603. Rights of Entry From the effective date of this Agreement, Delhi shall be given a right of entry on the Property, subj ect to terms approved by the City, to carry out its obligations and exercise its rights under the terms of the Agreement. Section 604. Reserved Section605. Reserved Section 606. Notices Demands, and Communications Between the Parties Formal notices, demands and communications between the City and Delhi shall be sufficiently given if dispatched by registered or certified mail, postage prepaid, return receipt requested, to the principal offices of the City and Delhi as designated in Sections 105 and 106 hereof. Such written notices, demands and communications may be sent in the same manner to such other addresses as either parry may from time to time designate by mail as provided in this Section. Section 607. Conflicts of Interest No member, official or employee of the City or Delhi 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 the Agreement which affects his or her personal interests or the interests of any corporation, partnership or association in which he or she is, directly or indirectly, interested. Section 608. Warranty Against Payment of Consideration for Agreement Delhi warrants that it has not paid or given, and will not pay or give, any third party any money or other consideration for obtaining this Agreement. Section 609. Nonliability of City Officials and Employees No member, official or employee of the City shall be personally liable to Delhi, or any successor -in- interest, in the event of any default or breach by the City or for any amount which may become due to Delhi or to its successor, or on any obligation under the terms of this Agreement. Section 610. Enforced Delay: Extension of Time of Performance The time of performance by either party hereunder shall be extended where delays are due to war; insurrection; strikes; lockouts; labor disputes; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of 12 transportation; governmental restrictions or priority; litigation including, but not limited to, litigation challenging the validity of this transaction or any element thereof (except condemnation); severe weather; inability to secure necessary labor, materials or tools; delays of any contractor, subcontractor, or supplies; acts of the other party; acts or failure to act of the City or any other public or governmental agency or entity (other than acts or failure to act of the City shall not excuse performance by the City); or any other cause beyond the control, or without the fault of the party claiming an extension of time to perform; provided that notice by the party claiming such extension is sent to the other party within thirty (30) days of the commencement of the cause. Any such extension shall be for the duration of the cause of the delay. Section 611. Inspection of Books and Records The City has the right at all reasonable times to inspect the books and records of Delhi directly pertaining to the construction of the Community Center as pertinent to the purposes of this Agreement. Delhi also has the right at all reasonable times to inspect the books and records of the City directly pertaining to the construction of the Community Center. Section 612. Approvals Approvals required of the City or Delhi shall be given within the times set forth in Attachment "E." Section 613. Termination of Agreement This Agreement shall terminate and be of no further force and effect on date of issuance of the Certificate of Occupancy to Delhi, or upon full and final payment of the California Youth Authority funds awarded for construction of the Community Center, whichever is longer, or as otherwise maybe provided for in this Agreement. . Section 614. Indemnification Delhi and the City each hereby indemnify and hold the other harmless from and against all damages, judgments, costs, expenses, claims, and fees arising from any negligent act or omission of such indemnifying party hereunder. Section 615. Date of Agreement This Agreement shall be effective as of the date of the approval of the City's governing board by which the City approves this Agreement. 13 Section 616. Entiretv of Agreement This Agreement integrates all of the terms and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties, whether oral or written, with respect to all or any part of the Property. None of the terms, covenants, agreements or conditions set forth in this Agreement shall be deemed to be merged with any grant deed conveying title to the Property, and this Agreement shall continue in full force and effect before and after such conveyance. All waivers and amendments hereto, of the provisions of this Agreement must be in writing and signed by the appropriate authorities of the City and Delhi. IN WITNESS WHEREOF the parties hereto have executed this Agreement the date and year first above written. ATTEST: Patricia E. Healy Clerk of the Council David N. Ream City Manager APPROVED AS TO FORM: Joseph W. Fletcher, City Attorney 14 CITY OF SANTA ANA, a charter law city and municipal corporation, duly organized and existing trader the Constitution and laws of the State of-California A. Pulido Mayor DELHI CENTER, a California nonprofit public benefit corporation By Al Chavez Chair Board of Trustees f F en Martin z Executive rrector Attachment M • • 1 . P f, Y a i n � , � II yT �� yv 6 317 �i�'A� �� i• � Y ✓ ' x - N e T m 01 k o / M s I 0 011� 11 UI UI L L K. 2+ I I� 1y .1 + IVIIVI � n� 216.99" s or L N88 °30'25 "W I ' I I I ' f 10, I 1w DELHI °fM COMMUNITY ° ` °� CENTER °�` 'z 102 ' Z 216.99' N88 °30'25"W I ,41 ILo AIM C�Im SIN P.O.B. �IZ � I �- 188' 82' N88 030'25 "W CENTRAL AVENUE I I I wl M � I N 1 I I W TZa J a uj t-- cn� SANTA ANA 7 X21 -0° DELHI COMMUNITY CENTER SKETCH TO ACCOMPANY LEGAL DESCRIPTION me ws e v Attachment Ral DESCRIPTION THAT PORTION OF LOT 1 IN BLOCK 2 OF TRACT 39, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 9, PAGE 37 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF SAID LOT 1, SAID CORNER BEING A POINT ON THE NORTH LINE OF CENTRAL AVENUE (60 FEET WIDE) AS SHOWN SAID MAP OF TRACT 39, THENCE SOUTH 880 30'25" EAST ALONG SAID NORTH LINE OF CENTRAL AVENUE A DISTANCE OF 188.82 FEET; THENCE LEAVING SAID NORTH LINE OF CENTRAL AVENUE, NORTH 1029'35" EAST A DISTANCE OF 79.18 FEET TO THE TRUE POINT OF BEGINNING, THENCE SOUTH 88° 30'25" EAST A DISTANCE OF 216.99, THENCE NORTH 1029'35" EAST A DISTANCE OF 209.00 FEET; THENCE NORTH 88'30'25" WEST A DISTANCE OF 216.99; THENCE SOUTH 1029'35" WEST A DISTANCE OF 209.00 FEETTO THE TRUE POINT OF BEGINNING. Attachment C AND WHEN RECORDED MAIL TO: Citv of Santa Ana Attn: City Clerk 20 Civic Center P1aza,14 -30 Santa Ana, CA 92702 This document exempt from recording fee per Government Code § 27383. GROUND LEASE Preamble and Recitals A- 2000 -1 54 This lease is entered into on September 5, 2000 by and between the City of Santa Ana, a municipal corporation and charter city duly organized and existing under the Constitution and laws of the State of California, referred to in this lease as "Landlord," and the Delhi Center, a California nonprofit public benefit corporation, referred to in this lease as "Tenant." A. Landlord is the owner of certain real property in the County of Orange, State of California, described in Attachment "A ," which is attached hereto and incorporated herein and made a part of this lease (referred to in this lease as "the Premises "). B. Tenant desires to lease the Premises for the purpose of constructing a community center ( "the Community Center "), appurtenant parking areas, and other related improvements (collectively referred to in this lease as "the Improvements ") in accordance with the agreement of the parties as set forth in this lease. C. For purposes of constructing the Community Center the parties hereto will enter into an additional agreement wherein the Landlord agrees to use its expertise in facilitating all aspects of constructing the Community Center. ARTICLE I LEASE OF PREMISES AND TERM OF LEASE Section 1.01. Agreement to Lease For and in consideration of the rents to be paid and covenants to be performed by Tenant under this lease, Landlord agrees to lease the Premises to Tenant, and Tenant agrees to lease the Premises from landlord, on the terms and conditions set forth in this lease. Except as expressly otherwise provided in this lease, "the Premises" includes the real property plus any appurtenances and easements described in Attachment "A " of this lease, exclusive of any Improvements now or subsequently located on the Premises, notwithstanding that any Improvements may or shall be construed as affixed to and as constituting part of the described Premises, and without regard to whether ownership of the Improvements is in Landlord or in Tenant. Section 1.02. RESERVED Section 1.03. Term of Lease The term of this lease shall be for a term of 20 years, commencing at 12:01 am. on September 6, 2000 ( "Commencement Date ") and ending at 12:01 A.M. on September 5, 2020 ( "Original Term "), unless terminated earlier pursuant to the provisions of this lease. Section 1.04. Extended Term In the event Tenant is not then in default under this lease, Tenant shall have the option and right to extend the Original Term of this lease for a period of 20 years and 10 years, respectively, commencing on the expiration of the Original Term and /or Extended term. If Tenant elects to extend the term of this lease, Tenant must give Landlord written notice of Tenant's election to extend at least 30 days before expiration of the Original Term and /or Extended Term. The written notice shall be deemed effective on personal delivery to Landlord at the Office of the Clerk of the Council or on the date it is deposited in the United States mail in accordance with the provisions of Section 12.03. During the Extended Term of this lease, if any, Landlord and Tenant shall be bound by all of the obligations, covenants, and agreements of this lease except that Tenant shall have no right to further extend the term of this lease beyond or after expiration of the second extended term granted under this section, unless agreed to in writing by the City and Delhi. References throughout this lease to "the term of this lease" shall include both the Original Term and the Extended Terms, if any, unless otherwise indicated. Section 1.05. Holding Over In the event Tenant holds over and continues in possession of the Premises after expiration of the Original Term, when Tenant has not validly exercised its option to extend the term of the lease in accordance with Section 1.03; or after expiration of the Extended Term, when Tenant has validly exercised its option to extend the term of the lease in accordance with Section 1.04, Tenant's continued occupancy of the Premises shall be considered a month -to -month tenancy subject to all the terms and conditions of this lease. ARTICLE 2 RENT Section 2.01. Annual Rent Tenant agrees to pay Landlord annual rent ( "Annual Rent ") for each year during the term of this lease in the amount of $1.00 (One Dollar) per year for each year of this lease, including each ensuing year of this lease subject to the option to renew, pursuant to Section 1.04 of this lease. Section 2.02 RESERVED Section 2.03. Time and Place for Payment of Rent All Annual Rent provided for in Section 2.01 of this lease shall be paid by Tenant on an annual basis on the first day of each calendar year. Tenant may elect to pay the Rill amount due under the term of this lease on the original date of execution of this lease. All rent required under this lease shall be paid to Landlord at 20 Civic Center Plaza, M -30, Santa Ana, California, or any other place or places that Landlord may designate by written notice to Tenant. Section 2.04. RESERVED Section 2.05. No Partnership or Joint Venture Nothing in this lease shall be construed to render Landlord in any way or for any purpose a partner, joint venturer, or associate in any relationship with Tenant other than that of Landlord and Tenant, nor shall this lease be construed to authorize either to act as agent for the other. ARTICLE 3 USE OF PREMISES Section 3.01. Permitted Use Tenant shall use the Premises solely for the purpose of constructing, maintaining, and Leasing a Community Center to provide social, educational and recreational programs to the general public. Section 3.02. Compliance With Laws Tenant shall, at Tenant's own cost and expense, comply with all statutes, ordinances, regulations, and requirements of all governmental entities, both federal and state and county or municipal; including those requiring capital improvements to the Premises or Improvements, relating to any use and occupancy of the Premises, and specifically not limited to any particular use or occupancy by Tenant, whether those statutes, ordinances, regulations, and requirements are now in force or are subsequently enacted. If any license, permit, or other governmental authorization is required for the lawful use or occupancy of the Premises or any portion of the Premises, Tenant shall procure and maintain it throughout the term of this lease. The judgment of any court of competent jurisdiction in a proceeding brought against Tenant by any government entity, that Tenant has materially violated any such statute, ordinance, regulation, or requirement shall be conclusive as between Landlord and Tenant and shall constitute grounds for termination of this lease by Landlord. Section 3.03. Prohibited Uses Tenant shall not use or permit the Premises or any portion of the Premises to be improved, developed, used, or occupied in any manner or for any purpose that is in any way in violation of any valid law, ordinance, or regulation of any federal, state, county, or local governmental agency, body, or entity. Furthermore, Tenant shall not maintain, commit, or permit the maintenance or commission of any nuisance as now or hereafter defined by any statutory or decisional law applicable to the Premises or any part 'of the Premises. ARTICLE 4 TAXES AND UTILITIES Section 4.01. Tenant to Pay Taxes Tenant shall pay, if applicable, during the term of this lease, without abatement, deduction, or offset, any and all real and personal property taxes, general and special assessments, and other charges, including any increase caused by a change in the tax rate or by a change in assessed valuation, of any description levied or assessed during the term of this lease by any governmental agency or entity on or against the Premises, the Improvements located on the Premises, personal property located on or in the Premises or Improvements, and the leasehold estate created by this lease. Section 4.02. Taxable Interest Tenant recognizes that this Lease may create a possessory interest subject to property taxation and that Tenant may be subject to the payment of property taxes levied on such interest. Tenant shall pay, before delinquency, all taxes, assessments, license fees and other charges (hereinafter referred to as "taxes ") that are levied or assessed during the term hereof against the Tenant's leasehold interest in the real property or installed or located in or upon the Premises. Section 4.03. Section 4.04. Payment Before Delinquency Any and all taxes and assessments and installments of taxes and assessments required to be paid by Tenant under this lease shall be paid by Tenant at least 10 days before each such tax, assessment, or installment of tax or assessment becomes delinquent. On the written request of Landlord, Tenant shall deliver to Landlord the official and original receipt evidencing the payment of any taxes, assessments, and other charges required under this Article, or evidence that Tenant is exempt from said taxes. Section 4.05. RESERVED Section 4.06. Contest of Tax Tenant shall have the right to contest, oppose, or object to the amount or validity of any tax, assessment, or other charge levied on or assessed against the Premises or any part of the Premises; provided, however, that the contest, opposition, or objection must be filed before the tax, assessment, or other charge at which it is directed becomes delinquent and that written notice of the contest, opposition, or objection must be given to Landlord at least 10 days before the date the tax, assessment, or other charge becomes delinquent. Landlord shall, on written request of Tenant, join in any such contest, opposition, or objection if Tenant determines that joinder is necessary or convenient for the proper prosecution of the proceedings. Tenant shall be responsible for and shall pay all costs and expenses in any contest or legal proceeding instituted by Tenant. In no event shall Landlord be subjected to any liability for costs or expenses connected to any contest by Tenant, and Tenant agrees to indemnify and hold Landlord harmless from any such costs and expenses. Section 4.07. RESERVED Section 4.08. Tax Hold- Harmless Clause Tenant shall indemnify and hold Landlord and Landlord's property, including the Premises and any Improvements now or subsequently located on the Premises, free and harmless from any liability, loss, or damage resulting from any taxes, assessments, or other charges required by this Article to be paid by Tenant and from all interest, penalties, and other sums imposed thereon and from any sales or other proceedings to enforce collection of any such taxes, assessments, or other charges. Section 4.09. Utilities Tenant shall pay or cause to be paid, and hold Landlord and Landlord's property including the Premises free and harmless from, all charges for the furnishing of gas, water, electricity, telephone service, and other public utilities to the Premises during the lease's term and for the removal of garbage and rubbish from the Premises during the term of this lease. Section 4.10. ARTICLE 5 CONSTRUCTION BY TENANT Section 5.01. Duty to Construct Tenant shall, in collaboration with Landlord, construct or cause to be constructed on the Premises, a Commumity Center in the manner and according to the terms and conditions specified in this Article. Section 5.02. Requirement of Landlord's Written Approval No structure or other improvement of any kind shall be constructed on the Premises unless and until the plans, specifications, and proposed location of that structure or improvement have been approved in writing b'y Landlord. Furthermore, no structure or other improvement shall be constructed on the Premises that does not comply with plans, specifications, and locations approved in writing by Landlord. Section 5.03. RESERVED Section 5.04. Section 5.05. RESERVED Section 5.06. RESERVED Section 5.07. RESERVED Section 5.08. RESERVED Section 5.09. Time for Completion Tenant, together with Landlord, shall cause construction of the Community Center to be commenced in accordance with the schedule for completion, provided by the program manager, and shall cause construction of the Community Center to be diligently pursued without unnecessary interruption, and shall cause the Community Center to be completed and ready for occupancy not later than three years after commencement of its construction. The time of performance by either party hereunder shall be extended where delays are due to war; insurrection; strikes; lockouts; labor disputes; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions or priority; litigation including, but not limited to, litigation challenging the validity of this transaction or any element thereof (except condemnation); severe weather; inability to secure necessary labor, materials or tools; delays of any contractor, subcontractor, or supplies; acts of the other party; acts or failure to act of the City or any other public or governmental agency or entity (other than acts or failure to act of the City shall not excuse performance by the City); or any other cause beyond the control, or without the fault of the party claiming an extension of time to perform; provided that notice by the party claiming such extension is sent to the other party within thirty (30) days of the commencement of the cause. Any such extension shall be for the duration of the cause of the delay. Section 5.10. RESERVED Section 5.11. Section 5.12. Ownership of Improvements Title to all Improvements, including the Community Center, to be constructed on the Premises by Tenant shall be owned by Tenant until expiration of the term or earlier termination of this lease. All Improvements, including the Community Center, on the Premises at the expiration of the term or earlier termination of this lease shall, without compensation to Tenant, then automatically and without any act of Tenant or any third party become Landlord's property. Tenant shall surrender the Improvements to Landlord at the expiration of the term or earlier termination of this lease, free and clear of all liens and encumbrances, other than those, if any, permitted under this lease or otherwise created or consented to by Landlord. Tenant agrees to execute, acknowledge, and deliver to Landlord any instrument requested by Landlord as necessary in Landlord's opinion to perfect Landlord's right, title, and interest to the Improvements and the Premises. ARTICLE 6 ENCUMBRANCE OF LEASEHOLD ESTATE Section 6.01. Tenant's Right to Encumber Tenant may, at any time and from time to time during the term of this lease, encumber to any institutional lender regulated by state or federal authority (referred to in this lease as "Lender "), by deed of trust or mortgage or other security instrument, all of Tenant's interest under this lease and the leasehold estate hereby created in Tenant (referred to in this lease as a "Leasehold Encumbrance ") for any purpose or purposes without the consent of Landlord. However, no Leasehold Encumbrance incurred by Tenant in accordance with this Section shall, and Tenant shall not have power to incur any encumbrance that shall, constitute in any way a lien or encumbrance on Landlord's fee interest in the Premises. Any Leasehold Encumbrance shall be subject to all covenants, conditions, and restrictions set forth in this lease and to all rights and interests of Landlord, except as is otherwise provided in this lease. Tenant shall give Landlord prior written notice of any Leasehold Encumbrance, together with a copy of the deed of trust, mortgage, or other security interest evidencing the Leasehold Encumbrance, Section 6.02. Notice to and Service on Lender Landlord shall mail to any Lender who has given Landlord written notice of its name and address, a duplicate copy of any and all notices Landlord may from time to time give to or serve on Tenant in accordance with or relating to this lease, including but not limited to any notice of default, notice of termination, or notice regarding any matter on which Landlord may predicate or claim a default. Any notices or other communications permitted by this or any other section of this lease or by law to be served on or given to Lender by Landlord shall be deemed duly served on or given to Lender when deposited in the United States mail, first -class postage prepaid, addressed to Lender at the last mailing address for Lender furnished in writing by Lender to Landlord. Section 6.03. Additional Right to Encumber Tenant may, at any time and from time to time during the term of this lease, encumber to the California Department of the Youth Authority, pursuant to California Welfare and Institutions Code Section 990, et seq. Section 6.04. RESERVED Section 6.05. RESERVED Section 6.06. RESERVED Section 6.07. RESERVED Section 6.08. RESERVED Section 6.09. RESERVED Section 6.10. RESERVED Section 6.11. Lender as Includin Subsequent ubsequent Security Holder The term "Lender" as used in this lease shall mean not only the institutional lender that loaned money to Tenant and is named as beneficiary, mortgagee, secured party, or security holder in the Security Instrument creating any Leasehold Encumbrance, but also all subsequent purchasers or assignees of the leasehold interest secured by the Leasehold Encumbrance. Section 6.12. Two or More Lenders In the event two or more Lenders each exercise their rights under this lease and there is a conflict that renders it impossible to comply with all requests of Lenders, the Lender whose Leasehold Encumbrance would have senior priority in the event of a foreclosure shall prevail. ARTICLE 7 REPAIRS AND RESTORATION Section 7.01. Maintenance by Tenant At all times during the term of this lease Tenant shall, at Tenant's own cost and expense, keep and maintain or cause to be maintained the Premises and all Improvements thereon (including but not limited to the Community Center) in good working order, condition and appearance. Tenant shall make all reasonable and necessary repairs, replace broken, damaged or worn structural components or fixtures so as to keep the Community Center in a safe, usable condition, and perform housekeeping operations as required, so as to keep the premises and Improvements clean, attractive and free from the accumulation of any litter, garbage, debris or waste material. If, at any time, Tenant fails to maintain or cause to be maintained the Premises 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 Landlord, Landlord may perform the necessary maintenance and Tenant shall pay all costs incurred for such maintenance. Section 7.02. Requirements of Governmental Agencies At all times during the term of this lease, Tenant, at Tenant's own cost and expense, shall do all of the following: (a) Make all alterations, additions, or repairs to the Premises or the Improvements on the Premises required by any valid law, ordinance, statute, order, or regulation now or hereafter made or issued by any federal, state, county, local, or other governmental agency or entity; (b) Observe and comply with all valid laws, ordinances, statutes, orders, and regulations now or hereafter made or issued respecting the Premises or the Improvements on the Premises by any federal, state, county, local, or other governmental agency or entity; (c) Contest if Tenant, in Tenant's sole discretion, desires by appropriate legal proceedings brought in good faith and diligently prosecuted in the name of Tenant, or in the names of Tenant and Landlord when appropriate or required, the validity or applicability to the Premises of any law, ordinance, statute, order, or regulation now or hereafter made or issued by any federal, state, county, local, or other governmental agency or entity; provided, however, that any such contest or proceeding, though maintained in the names of Tenant and Landlord, shall be without cost to Landlord, and Tenant shall protect the Premises and Landlord from Tenant's failure to observe or comply during the contest with the contested law, ordinance, statute, order, or regulation; and (d) Indemnify and hold Landlord and the property of Landlord, including the Premises, free and harmless from any and all liability, loss, damages, fines, penalties, claims, and actions resulting from Tenant's failure to'comply with and perform the requirements of this Section. Section 7.03. Tenant's Duty to Restore Premises If at any time during this lease's term, any Improvements now or hereafter on the Premises are destroyed in whole or in part by fire, theft, the elements, or any other cause not the fault of Landlord, this lease shall continue in full force and effect and Tenant, at Tenant's own cost and expense, shall repair and restore the damaged Improvements. Any restoration by Tenant shall comply with original plans for the Improvements described in Article 5, except as may be modified by Tenant to comply with the terms of any sublease of the Improvements, or except as may be otherwise modified by Tenant and approved in writing by Landlord. The work of repair and restoration shall be commenced by Tenant within 240 days after the damage or destruction occurs and shall be completed with due diligence not later than one year after the work is commenced. In all other respects, the work of repair and restoration shall be done in accordance with the requirements for original construction work on the Premises set forth in Article 5 of this lease. Tenant's obligation for restoration described in this Section shall exist whether or not funds are available from insurance proceeds. Section 7.04. Option to Terminate Lease for Destruction Notwithstanding Section 7.03 of this lease, Landlord shall have the right to terminate this lease if the Improvements are damaged or destroyed by a casualty for which Tenant is not required under this lease to carry insurance and the cost to repair or restore the damaged or destroyed Improvements exceeds 50 percent of the fair market value of the Improvements immediately before the damage or destruction, provided Tenant does not notify Landlord, in writing, of its intent to repair, subject to Section 7.03 of this Agreement. Section 7.05. Application of Insurance Proceeds Any and all fire or other insurance proceeds that become payable at any time during the term of this lease because of damage to or destruction of any Improvements on the Premises shall be paid to Tenant and applied by Tenant toward the cost of repairing and restoring the damaged or destroyed Improvements in the manner required by Section 7.03 of this lease, or, if this lease is terminated under Section 7.04, applied by Tenant toward payment of the Leasehold Encumbrance(s). ARTICLE 8 INDEMNITY AND INSURANCE Section 8.01. Indemnity Agreement Tenant shall indemnify and hold Landlord and Landlord's property, including the Premises and Improvements now or hereafter on the Premises, free and harmless from any and all liability, claims, loss, damages, or expenses resulting from Tenant's occupation and use of the Premises, specifically including, without limitation, any liability, claim, loss, damage, or expense arising by reason of the following: (a) The death or injury of any person, including Tenant or any person who is an employee or agent of Tenant, or by reason of the damage to or destruction of any property, including property owned by Tenant or by any person who is an employee or agent of Tenant, from any cause whatever while that person or property is in or on the Premises or in any way connected with the Premises or with any of the Improvements or personal property on the Premises; (b) The death or injury of any person, including Tenant or any person who is an employee or agent of Tenant, or by reason of the damage to or destruction of any property, including property owned by Tenant or any person who is an employee or agent of Tenant, caused or allegedly caused by either (1) the condition of the Premises or some building or improvement on the Premises, or (2) some act or omission on the Premises of Tenant or any person in, on, or about the Premises with the permission and consent of Tenant; (c) Any work performed on the Premises or materials furnished to the Premises at the instance or request of Tenant or any person or entity acting for or on behalf of Tenant; or (d) Tenant's failure to perform any provision of this lease or to comply with any requirement of law or any requirement imposed on Tenant or the Premises by any duly authorized governmental agency or political subdivision. Section 8.02. Liability Insurance Tenant shall, at Tenant's own cost and expense, procure and maintain during the entire term of this lease a broad form comprehensive coverage policy of public liability insurance issued by an insurance company licensed by the State of California insuring Tenant and Landlord against loss or liability caused by or connected with Tenant's occupation and use of the Premises under this lease in amounts not less than the following: (a) Public liability and property damage insurance with a single combined liability limit of not less than $1,000,000.00 (One Million Dollars) insuring against all liability of Tenant and its authorized representatives arising out of and in connection with Tenants use or occupancy of the Premises. Section 8.03. Fire and Casualty Insurance Tenant shall, at Tenant's own cost and expense, at all times during the term of this lease, keep all Improvements on the Premises insured for their frill replacement value by insurance companies authorized to do business in the State of California against loss or destruction by fire and the perils commonly covered under the standard extended coverage endorsement to fire insurance policies in the county where the Premises are located. For as long as there is any Leasehold Encumbrance in existence, that policy shall also contain a standard lender endorsement. Section 8.04. Specific Perils to Be Insured Notwithstanding anything to the contrary contained in Section 8.03 of this lease, the insurance required by Section 8.03 of this lease shall, whether or not included in the standard extended coverage endorsement referred to in Section 8.03, insure all Improvements on the Premises against loss or destruction by windstorm, cyclone, tornado, hail, explosion, riot, riot attending a strike, civil commotion, malicious mischief, vandalism, aircraft, fire, smoke damage, and sprinkler leakage. Furthermore, the insurance required by Section 8.03 of this lease during the construction of the Community Center described in Article 5 shall include coverage for course of construction, vandalism, and malicious mischief, insuring the Community Center during its construction and all materials delivered to the site of the Community Center for their full insurable value. Section 8.05. Deposit of Insurance With Landlord and Lender Tenant shall, within 10 days after the execution of this lease and promptly thereafter when any such policy is replaced, rewritten, or renewed, deliver to Landlord and Lender a true and correct copy of each insurance policy required by this Article of this lease or a certificate executed by the insurance company or companies or their authorized agent evidencing that policy or policies. Section 8.06. Notice of Cancellation of Insurance Each insurance policy required under this Article shall contain a provision that it cannot be cancelled for any reason unless 30 days' prior written notice of the cancellation is given to Landlord and to Lender in the manner required by this lease for service of notices on Landlord by Tenant. ARTICLE 9 CONDEMNATION Section 9.01. Total Condemnation If, during the term of this lease, fee title to all of the Premises or to all of the Improvements, or the entire leasehold estate of Tenant is taken under the power of eminent domain by any public or quasi- public agency or entity (a "Total Taking "), this lease shall terminate as of 12:01 A.M. on whichever of the following occurs first: (1) the date legal title becomes vested in the agency or entity exercising the power of eminent domain, or (2) the date actual physical possession is taken by the agency or entity exercising the power of eminent domain. Thereafter, both Landlord and Tenant shall be released from all obligations under this, lease. Section 9.02. Partial Taking - Parking Areas If, at any time during the term of this lease, a taking occurs that is less than a Total Taking and affects the parking areas for the Community Center, all compensation and damages payable for that taking shall be made available to and used, to the extent reasonably needed, by Tenant to repair any portion of the remaining parking areas damaged by the taking and to replace the parking areas taken with other new parking areas on the portion of the Premises not taken, provided that replacement is then permitted by existing law. Plans and specifications for the replacement parking areas must first be approved in writing by Landlord. Notwithstanding anything to the contrary in this Section, if the portion of the parking areas taken by eminent domain results in a net loss of 25 percent or more of the area of the Premises that can, after considering any replacement parking areas that can be lawfully constructed on the remaining portion of the Premises by reasonable methods, be devoted to parking areas as compared with the area devoted to those parking areas immediately before the taking, Tenant may terminate this lease in the manner prescribed by Section 9.04 of this lease. Section 9.03. Partial Taking- Improvements If at any time during the term of this lease a taking occurs that is less than a Total Taking and affects the rentable portion of the Improvements on the Premises, all compensation and damages payable for that taking (excluding any portion payable for a taking of parking areas) shall be made available to and used, to the extent reasonably needed, by Tenant to repair any portion of the remaining rentable portion of the Improvements damaged by the taking and to replace the rentable portion of the Improvements taken with other new rentable space on the portion of the Premises not taken, provided that replacement is then permitted by existing law. Plans and specifications for the replacement rental space must be compatible, in terms of architecture and quality of construction, with the Improvements not taken and must be first approved in writing by Landlord. Notwithstanding anything to the contrary in this Section, if the rentable portion of the Improvements taken by eminent domain results in a net loss of 25 percent or more of the area of the Premises that can, after considering any replacement rentable space that can be lawfully constructed on the remaining portion of the Premises, be devoted to rentable space as compared with the area devoted to that rentable space immediately before the taking, Tenant may terminate this lease in the manner prescribed by Section 9.04 of this lease. Section 9.04. Termination for Partial Taking Tenant may terminate this lease for the reasons stated in either Section 9.02 or Section 9.03 of this lease, or both, by serving written notice of termination on Landlord within 90 days after Tenant has received from Landlord or from the condemning authority written notice of an intended taking that sets forth the extent and scope of the intended taking. If Tenant elects to terminate this lease, the effective date of termination shall be the earlier of (1) the date of termination specified in Tenant's notice to Landlord or (2) the date the condemning authority takes physical possession of the portion of the Premises taken by eminent domain. On termination of this lease under this Section, all subleases and subtenancies in or on the Premises or any portion or portions of the Premises created by Tenant under this lease shall also terminate and the Premises shall be delivered to Landlord free and clear of all such subleases and subtenancies; provided, however, that Landlord may, at Landlord's option, by mailing written notice to any subtenant, allow the subtenant to attorn to Landlord and continue its occupancy on the Premises as a tenant of Landlord. Section 9.05. ARTICLE 10 ASSIGNMENT AND SUBLEASING Section 10.01. No Assignment Without Landlord's Consent Tenant may assign this lease or any interest in this lease, subject to the prior written consent of Landlord. Landlord shall grant consent if the proposed assignee is financially qualified and has sufficient experience in the operation and management of a community center. to perform all the agreements, undertakings, and covenants of this lease and all other agreements entered into by Tenant which relate to the management, operation, maintenance, constriction, and restoration of the Improvements and the Premises. To assist Landlord in determining whether or not the proposed assignee is so qualified, Tenant shall furnish to Landlord at no expense to Landlord, before that assignment, detailed and complete financial statements of the proposed assignee, audited by a certified public accountant reasonably satisfactory to Landlord (if the proposed transferee causes its statements to be so audited in its normal course of business), together with detailed and complete information about the business of the proposed assignee, including its experience in operating community centers, the use to be made of the Premises and Improvements by the proposed assignee, projections by the proposed assignee of the sources of funds to be used to repay any indebtedness of Tenant that the proposed assignee will assume or take subject to, or agree to pay to Tenant, and other claims on and requirements for those funds, together with any other information as Landlord may reasonably require to assist Landlord in determining whether or not the proposed assignee is so qualified. Landlord shall have 30 days after receipt of the information described above to notify Tenant of whether it consents or does not consent to the proposed assignment. A consent by Landlord to one assignment shall not be deemed to be a consent to any subsequent assignment. Any assignment made contrary to the terms of this Section shall be null and void unless otherwise permitted by this Article. Section 10.02. Leasehold Encumbrances and Subsequent Transfers Notwithstanding the provisions of Section 10.01 of this lease, Tenant may without the prior written consent of Landlord transfer and assign all Tenant's interest under this lease and Tenant's leasehold estate created under this lease to a Lender under a Leasehold Encumbrance (as defined in Section 6.01 of this lease). Any transfer, conveyance, or assignment resulting from a foreclosure or acceptance of a deed in lieu of foreclosure by any Lender (as defined in Section 6.01 of this lease), or any transfer, conveyance, or assignment by any Lender following its acquisition of this lease and the leasehold estate of Tenant created by this lease as a result of foreclosure or acceptance of a deed in lieu of foreclosure shall not require the prior consent of Landlord. Section 10.03. Tenant's Right to Sublease Tenant shall have the right to sublease all or any portion of the Premises from time to time, and at all times during the tern of this lease, without Landlord's consent; provided, however, that the following conditions are met: (a) The term of any sublease shall not extend beyond the term of this lease; (b) Any and all subleases shall be expressly made subject to all of the terms, covenants, and conditions of this lease; and (c) Any subtenant shall be required to attorn to Landlord in the event of Tenant's default under this lease. ARTICLE 11 DEFAULT AND REMEDIES Section 11.01. Continuation of Lease in Effect Should Tenant breach this lease and abandon the Premises before the natural expiration of the lease's term, Landlord may continue this lease in effect by not terminating Tenant's right to possession of the Premises, in which event Landlord shall be entitled to enforce all Landlord's rights and remedies under this lease, including the right to recover the rent specified in this lease as it becomes due under this lease. Section 11.02. Termination and Unlawful Detainer In the event of a tenant default under this lease, Landlord may terminate this lease by written notice to Tenant and may also do the following: (a) Bring an action to recover the following from Tenant: (1) The worth at the time of award of the unpaid rent that had been earned at the time of termination of the lease; or (2) Any other amount necessary to compensate Landlord for all detriment proximately caused by Tenant's failure to perform Tenant's obligations under this lease; and (b) Bring an action, in addition to or in lieu of the action described in subparagraph (a) of this Section, to reenter and regain possession of the Premises in the manner provided by the laws of unlawful detainer of the State of California then in effect. Section 11.03. Breach and Default by Tenant All covenants and agreements contained in this lease are declared to be conditions to this lease and to the term hereby leased to Tenant. Should Tenant fail to perform any provision, covenant, condition, or agreement contained in this lease and the default is not be cured within 30 days after written notice of the default is served on Tenant by Landlord, then Tenant shall be in default under this lease. Section 11.04. Cumulative Remedies The remedies given to Landlord in this Article shall not be exclusive but shall be cumulative with and in addition to all remedies now or hereafter allowed by law and elsewhere provided in this lease. Section 11.05. Waiver of Breach The waiver by Landlord of any breach by Tenant of any of the provisions of this lease shall not constitute a continuing waiver or a waiver of any subsequent breach by Tenant of either the same or a different provision of this lease. Section 11.06. Surrender of Premises On expiration or earlier termination of this lease, Tenant shall surrender the Premises and all Improvements in or on the Premises to Landlord in as good, safe, and clean condition as practicable, reasonable wear and tear excepted. Section 11.07. Arbitration A. Arbitration of Disputes. [Note that the provisions of this Section are not applicable and binding unless initialed by both Parties.] 1. Any claim, controversy, dispute or disagreement related to this Agreement shall, at the request of either Party hereto, be submitted to final and binding arbitration before the American Arbitration Association ( "AAA ") in Orange County, California, pursuant to the AAA's Commercial Arbitration Rules in effect at the time a request for arbitration is filed (the "AAA Rules "). The Parties hereby irrevocably consent to venue in Orange County, California. The arbitrator (the "Arbitrator ") shall be appointed pursuant to the procedures set forth in the AAA Rules. The arbitration shall commence at the earliest possible opportunity unless otherwise agreed in writing by the Parties hereto. The Parties shall promptly and diligently cooperate with one another and the Arbitrator, and shall perform such acts as may be reasonably necessary to obtain a prompt and expeditious resolution of the dispute or controversy in accordance with the terms hereof. The Parties agree that the Arbitrator shall have the power to decide all issues of fact and law and report its decision thereon and issue all legal and equitable relief appropriate under the circumstances of the controversy or dispute before it. The Arbitrator shall try all issues, whether of fact or law, and record a finding and judgment thereon and shall hear and determine all pretrial issues and motions and post -trial motions related to the judgment filed or to be filed and to act on all matters related thereto which may be within the jurisdiction of the Superior Court of the State of California. With respect to substantive (as opposed to procedural) matters, the Arbitrator shall be required to apply the laws of the State of California when deciding the issues of the Arbitration and rendering its decision. Except as otherwise provided by the AAA Rules, all rules of evidence as set forth in the California Evidence Code, other statutory and decisional law of California and all local court rules and California Rules of Court shall be applicable to any proceeding before the AAA. The Arbitrator shall render its final decision in writing, stating the reasons for each component of its decision. The Parties agree to be bound by the final decision of the Arbitrator and to promptly provide the Arbitrator and the other Party(ies) with any and all documents, instructions or other information necessary to allow the Arbitrator to arrive at its decision and to give effect to that decision. The cost of such proceedings shall be borne equally by the Parties to the dispute. 2. Delhi's resort to, or participation in, any arbitration proceeding shall not bar suit by Delhi in a court of competent jurisdiction for specific performance unless and until the arbitration proceeding results in a judgement in favor of the City in which event such judgement and award shall act as a bar against any further action by Delhi for specific performance. 3. BY INITIALING IN THE SPACE BELOW, THE PARTY INITIALING IS AGREEING TO THE ARBITRATION PROVISIONS SET FORTH IN THIS SECTION AND IS AGREEING TO GIVE UP SUCH RIGHTS AS THE PARTY MIGHT OTHERWISE POSSESS TO HAVE SUCH DISPUTE(S) LITIGATED IN A COURT AND /OR IN FRONT OF A JURY. FURTHER, BY INITIALING BELOW, THE PARTY INITIALING ACKNOWLEDGES AND AGREES THAT: (i) IT IS GIVING UP ANY RIGHTS TO DISCOVERY AND /OR APPEAL UNLESS SUCH RIGHTS ARE SPECIFICALLY INCLUDED IN THE ARBITRATION PROVISION OF THIS SECTION OR OTHERWISE PROVIDED FOR BY WAY OF THE AAA RULES OR THE MUTUAL AGREEMENT OF THE PARTIES IN SUCH ARBITRATION PROCEEDING, AND (ii) IF IT REFUSES TO SUBMIT TO ARBIT RATION AFTER AGREEING TO THIS PROVISION, SAID PARTY MAY BE COMPELLED TO ARBITRATE T THORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. City D ARTICLE 12 OTHER PROVISIONS Section 12.01. Force Majeure Except as otherwise expressly provided in this lease, if the performance of any act required by this lease to be performed by either Landlord or Tenant is prevented or delayed by reason of any act of God, strike, lockout, labor trouble, inability to secure materials, restrictive governmental laws or regulations, or any other cause, except financial inability, not the fault of the party required to perform the act, the time for performance of the act will be extended for a period equivalent to the period of delay and performance of the act during the period of delay will be excused. However, nothing contained in this section shall excuse the prompt payment of rent by Tenant as required by this lease or the performance of any act rendered difficult or impossible solely because of the financial condition of the party required to perform the act. Section 12.02. Attorneys' Fees Should any litigation be commenced between the parties to this lease concerning the Premises, this lease, or the rights and duties of either in relation thereto, each party in that litigation shall bear its own attorney fees and costs associated therewith. Section 12.03. Notices to Landlord Except as otherwise expressly provided by law, any and all notices or other communications required or permitted by this lease or by law to be served on or given to Landlord by Tenant or any Lender described in Article 6 of this lease shall be in writing and shall be deemed duly served and given when personally delivered to Landlord by personal service on the Clerk of the Council, or, in lieu of personal service, when deposited in the United States mail, first -class postage prepaid, and sent by express mail that allows for tracking, addressed to Landlord at Clerk of the Council, City of Santa Ana, 20 Civic Center Plaza, M -30, Santa Ana, California, 92701. Landlord may change Landlord's address for the purpose of this section by giving written notice of that change to Tenant in the manner provided in Section 12.04; Tenant shall then transmit a copy of that notice to any Lender described in Article 6 of this lease. Section 12.04. Notices to Tenant Except as otherwise expressly provided by law, any and all notices or other communications required or permitted by this lease or by law to be served on or given to Tenant by Landlord shall be in writing and shall be deemed duly served and given when personally delivered to Tenant, any managing employee of Tenant, or, in lieu of personal service, when deposited in the United States mail, first -class postage prepaid, and sent by express mail that allows for tracking, addressed to Tenant at Delhi Community Center, 542 East Central Avenue, Santa Ana, California, 92707. Tenant may change its address for the purpose of this section by giving written notice of that change to Landlord in the manner provided in Section 12.03 of this lease. Section 12.05. Governing Law This lease, and all matters relating to this lease, shall be governed by the laws of the State of California in force at the time any need for interpretation of this lease or any decision or holding concerning this lease arises. Section 12.06. Binding on Heirs and Successors This lease shall be binding on and shall inure to the benefit of the heirs, executors, administrators, successors, and assigns of the parties hereto, but nothing in this section shall be construed as a consent by Landlord to any assignment of this lease or any interest in the lease by Tenant except as provided in Article 10 of this lease. Section 12.07. Partial Invalidity If any provision of this lease is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this lease shall remain in full force and effect unimpaired by the holding. Section 12.08. Sole and Only Agreement This instrument constitutes the sole and only agreement between Landlord and Tenant respecting the leasing of the Premises to Tenant and the lease terms set forth in this lease, and correctly sets forth the obligations of Landlord and Tenant to each other as of its date. Any agreements or representations respecting the leasing to Tenant by Landlord, or any other matter regarding this lease not expressly set forth in this instrument are mill and void. Section 12.09. Time of Essence Time is expressly declared to be of the essence of this lease. Section 12.10. Recordation of Lease This Lease, its Exhibits, and all attachments thereto, shall be recorded with the County Recorders Office, County of Orange, California, pursuant to California Government Code Section 37393. IN WITNESS WHEREOF the parties hereto have executed this Agreement the date and year first above written. ATTEST: Patricia E. Healy Clerk of the Council APPROVED AS TO FORM: CITY OF SANTA ANA, a municipal corporation and charter city duly organized and existing under the Constitution and laws of the State of California DELHI CENTER, a California nonprofit public benefit corporation Irene Mar Executive n/ i 1511 v Al Chavez Chair Board of Trustees CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT State of California ss. County of fG G- f� On 20 1,4 yd ✓ before me, / )24xly Ad ice) // ;r 4�4 Data Name and Title of Officer (e.g., "Jane Doe, N ary Public ") personally appeared f�L (' P111S ✓ �C 2, Names) of Signor(s) I "� • 1 h Y, ❑ personally known to me X proved to me on the basis of satisfactory evidence to be the person(s) whose names) is /afe- subscribed to the within instrument and acknowledged to me that he /sHefthley executed the same in his /fir authorized capacity(ies); and that by his /hen'their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(W acted, executed the instrument. WITNESS my hand and official seal. r%i,.�U 1 Place Notary Stool Above Signature of Notary Public OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer Signer's Name: ❑ Individual ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: Number of Pages: RIGHTTHUMSPRINT OFSIGHER' 7 0 1999 National Notary Assoclation • 9350 De Soto AVe., P.O. Box 2402 • Chalewotlh, CA 91313 -2402 • vrrvw.nationalnolary.or, Prod No 5907 R..,do,', Call T.11 Feo 1800 -818 -8827 CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT State of California ss. County of G?k',�1�C�L -� On L2 o1 2-000 before me, eel AJ Tl,V /a Dale Name and Title of Officer (e.g, 'Jane Doe, Notary P Ilc') personally appeared I ✓c'E�- /%DTI A'f."Z Name(s) of Slgner(s) � e • ♦ ♦ v♦ IY is Place Notary Seal Above ❑ personally known to me 'V 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 thathre /she /they executed the same in than( 'e' ttetr 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,(sl acted, executed the instrument. WITNESS my hand and official seal. 9 pnehne of Notary Publla OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer Signer's Name: ❑ Individual ❑ Corporate Officer— Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: Number of Pages: RIGHTTHUMBPRINT OFSIGNER LN 01999 National Notary Association - 9360 CA Soto Ave., P.O. Box 2402 • Chatswodh, CA 913132402 • www.nalionalnotery.one Prod No. 5907 Femder'. Call Toll -Free 1- 800826682] CALIFORNIA ALL - PURPOSE ACKNOWLEDGMENT State of California SS. County of Orange On 10/04/2000 before me, Elizabeth A. Deng, Notary Public Data Name and Title of Officer (e. g„ "Jane Doe, Notary Public') personally appeared Miguel A. Pulido Names) of Signers) e, ELIZABETH A. DANG Commission # 1273053 .. s' ". Notary Public - California Orange County W Covnrn. C 1res 6,2M4 Place Notary Seal Above [5; personally known to me ❑ proved to me on the basis of satisfactory evidence to be the person(ss) whose name(e) is /are subscribed to the within instrument and acknowledged to me that helsbe./they executed the same in his /heK/#he4: authorized capacity(les),– and that by his /h- eFA4+elF signatures) on the instrument the person{s}, or the entity upon behalf of which the person(} acted, executed the instrument. WITNESS my hand and official seal. Signature of 1, ocry PWlic 0 OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer Signer's Name: ❑ Individual ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: Number. of Pages: RIGHrTHUMBPRINT OF SIGNER'S 0 1999 flan Iona I Notary Association • 9350 Do Soto Ave., Re, Box 2402 • Chat,ot th, CA 91319 -2402 • www.natia,eInotery .on, Prod. No. 5907 Reorder', Call Toll Free 1- 840 -876 6827 Attachment M -- --- - - - - -- f L ---------- .... ..... LC n 71 + LIS W -ig !gg cm 1 I A" "OU r L ic. I*F C) Z (D FJ I- �nl ^I 2 I L3 L L %�• I�, / 9 I H 9 IVIIVI 'J 4 V D O T 216.99' �1 ED N88° 3 25 "W 0' 10'I LHI °UNITY °TER °IN I I I ° 216.99' I T. P. O. B. o��ve���.��� iw N88 °3025"W 4� I aim P.0 B. �o —X��z I 188'.82' - N88 °30'25 "W CENTRAL AVENUE SANTA ANA ff PWA 1 9-21 -00 DELHI COMMUNITY CENTER SKETCH TO ACCOMPANY LEGAL DESCRIPTION MC VMS ILFX[Y w F co Q Q J DESCRIPTION THAT PORTION OF LOT 1 IN BLOCK 2 OF TRACT 39, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 9, PAGE 37 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF SAID LOT 1, SAID CORNER BEING A POINT ON THE NORTH LINE OF CENTRAL AVENUE (60 FEET WIDE) AS SHOWN SAID MAP OF TRACT 39, THENCE SOUTH 880 30'25" EAST ALONG SAID NORTH LINE OF CENTRAL AVENUE A DISTANCE OF 188.82 FEET; THENCE LEAVING SAID NORTH LINE OF CENTRAL AVENUE, NORTH 1029'35" EAST A DISTANCE OF 79.18 FEET TO THE TRUE POINT OF BEGINNING, THENCE SOUTH 880 30'25" EAST A DISTANCE OF 216.99, THENCE NORTH 1029'35" EAST A DISTANCE OF 209.00 FEET; THENCE NORTH 88'30'25" WEST A DISTANCE OF 216.99; THENCE SOUTH 1029'35" WEST A DISTANCE OF 209.00 FEETTO THE TRUE POINT OF BEGINNING. Attachment Wil , California RP ional Water Quality 0 introl Board Santa Ana Region � Winston H. Hickox Internet Address: http: //w .sw cb.ca.gov / —mgcb8 Gray Davis Secrelary for 3737 Main Street, Suite 500, Riverside, California 92501.3339 Governor Environmental Phone (909) 782 -4130 • FAX (909) 781 -6288 Protection October 25, 1999 Ms. Souri Amirani City of Santa Ana Public Works Agency P.O. Box 1988, M -21 Santa Ana, CA 92702 SUBJECT: NO FURTHER ACTION FORMER CITY OF SANTA ANA MAINTENANCE YARD 730 EAST WARNER AVENUE, SANTA ANA UST NO. 083000117 Dear Ms. Amirani: We have reviewed the following documents for this site: 1. Final Human Health Risk Assessment of Petroleum Hydrocarbon Impacted Soils, dated September 8, 1999, prepared and submitted by Leighton and Associates. 2. Description of Soil Removal and Soil Manifests Report, dated September 9, 1999, prepared and submitted by Leighton and Associates. 3. Health Risk Assessment Review Letter, dated September 8, 1999, prepared and submitted by Mr. Peter Peuron of Environmental Geoscience Services. Provided that the information submitted to this agency was accurate and representative of site conditions, no further action will be required for this site. The history, investigation, and remediation at this site are discussed in the Case Closure Summary (copy enclosed). This notice is issued pursuant to a regulation contained in Title 23, California Code of Regulations, Division 3, Chapter 16, and Section 2721(e). Once the wells have been properly abandoned, we request documentation of these activities (i.e., copies of well abandonment permit, etc.) be submitted to this office. California Environmental Protection Agency ed Recycled Paper Ms. Amirani -2- October 25, 1999 If you have any questions, please call Kenneth R. Williams or Nancy Olson - Martin at (909) 782 -4496 or 4497, respectively. Sincerely, Ger d J. Thibeault Executive Officer Santa Ana Regional Water Quality Control Board Enclosure: Case Closure Summary Copy of the September 8, 1999, Letter from Peter Peuron cc: City of Santa Ana Fire Department — Jay Bento (w /enclosures) Gradient Engineers, Inc. — Kris Lutton (w /enclosures) SWRCB, UST Cleanup Fund — Nancy Comancho NOM /santayaltrt California Environmental Protection Agency (ro Recycled Paper CASE CLOSURE SUMMARY A n=KInV IMICn DhAATIn Al Date: October 8, 1999 11 l ACC IAICn DMATIn AI Site Name: Former City of Santa Ana City Yard Agency Name: California Regional Water Quality Control Address: 3737 Main Street, Suite 500 Board, Santa Ana Region 083000117 City /state /zip: Riverside, CA 92501 -3339 Phone: (909) 782 -4497 or (909) 782 -4130 Staff: Nancy Olson- Martin Title: Sanitary Engineering Associate 11 l ACC IAICn DMATIn AI Site Name: Former City of Santa Ana City Yard Location: 730 West Warner Avenue, Santa Ana RB Case #: 083000117 Local Agency Case #: N/A Responsible Parties: Address: Phone Number: City of Santa Ana, Public Works Agency Attn: Souri Amirani 730 West Warner Avenue Santa Ana, CA 92702 (714) 647 -5640 Tank No. Size In Gallons Contents Closed In -Place Removed? Date 1 12,000- gallon Gasoline Removed July 1995 2 10,000 - gallon Gasoline Removed July 1995 3 10,000- gallon Gasoline Removed July 1995 4 10,000 - gallon Diesel Removed July 1995 5 2,000 - gallon Slurry- filled (formerly used for Diesel) Removed July 1995 6 1,000 - gallon Kerosene Removed July 1995 7 650 - gallon Waste Oil Removed July 1995 8 250 - gallon Waste Oil Removed July 1995 9 200 - gallon Waste Oil Removed July 1995 CASE CLOSURE SUMMARY Former City of Santa Ana City Yard, Santa Ana DEL EASE anln RITF CHAPArTFR17ATInN INFORMATION October 8, 1999 Page 2 Cause & tyLof ease: In 1969, a 10,000 - gallon leade d gask was damaged and replaced. In 1986, pipinpaired for the leaded gasoline and diesel tank88, the fill port to the 12,000- gallon gasoline Ueaking and subsequently repaired. Site Characterization Complete:YES [x ] NO [ ] Date approved by oversight agency: Regional Board Monitoring Wells Installed: Yes Proper screened interval: YES [x ] NO [ j Highest GW depth below ground surface: Lowest depth: Approximately 11 feet bgs Approximately 5 feet bgs Flow Direction: Southerly Nearestlaffected SW name: N/A Most sensitive current GW use: MUN Off -site beneficial use impacts: N/A Groundwater Basin: Santa Ana Pressure Reports(s) filed: California Regional Water Quality Control Board ( Yes) 3737 Main Street, Suite 500, Riverside, CA 92501 -3339 Report(s) on file? Yes TREATMENT AND DISPOSAL OF AFFECTED MATERIAL MATERIAL AMOUNT ACTION TREATMENT OR DISPOSAL DATE W /DESTINATION TANKS & Nine (9) USTs and Removed and transported to Erickson, Inc., July 6 -18, 1995 PIPING associated piping Fontana, Crosby & Overton, Long Beach, and American Metal Recycling, Ontario ASBESTOS 5,910 square feet Under SCAQMD permit, asbestos was removed January 12, 1996 — and transported by Vision Environmental to BKK January 22, 1996 Landfill, West Covina. Unknown Excavation pit approximately 15' long, 7' wide and 5' deep, deepening to 10' feet deep at the east August 1985 SOIL side. Amount removed unknown. 3,104.65 tons Petroleum hydrocarbon- contaminated soil was May 23 through June 4, excavated from the former UST excavation area 1997 and transported by Dispatch Trucking to Landmark Materials in Irwindale, California, for disposal. Petroleum hydrocarbon- contaminated soil was August 15 and 18, 1997 1,564.94 tons excavated from the former UST excavation area and transported by Dispatch Trucking to Landmark Materials in Irwindale, California, for disposal. Petroleum hydrocarbon- contaminated soil was August 17, 1999 191.13 tons excavated from the former waste oil tanks (2) excavation area and transported by W.A. Woods Industries, Inc. to Thermal Remediation Solutions in Azusa, California, for disposal. CASE CLOSURE SUMMARY Former City of Santa Ana Yard., Santa Ana lnT ni noonnn447 October 8, 1999 Page 3 U0 1 INC), U.JUU' , MAXIMUM DOCUMENTED CONTAMINANT CONCENTRATIONS — BEFORE & AFTER CLEANUP CONTAMINANT SOIL - Maximum (mg /kg) W ATER - Maximum (µg /l) During Tank 1995 -1999 Exc. Samples Sampled +Sampled on Removal ('95) Site Assess. ++ June 1997 1989 -1998 March 1999 TPH- Gasoline 76 ppm 3,000 ppm (S -11- 3,000 ppm (S- 12 -17') 8,500 ppb (MW -1 in 4/97) 4,700 ppb (MW -1) (P35WS) 17') Benzene 0.040 ppm 6.5 ppm (5 -22- 12 ppm (S- 3,500 ppb (B -3 in 1/89) 82 ppb (MW -1) (P3SWS) 12" & 5- 13 -17') 11 -17') Toluene 0.0070 ppm 140 ppm (S -12- 140 ppm 1,800 ppb (HP -5 in 3196) 40 (MW -1) (PL2) 17') (S- 12 -17') Ethylbenzene 0.010 ppm 50 ppm (S -12- 50 ppm (S- 410 ppb (MW -1 in 7/97) 32 (MW -1) (PI2) 17') 12 -17') Xylenes 0.060 ppm 290 ppm (S -12- 290 ppm 950 ppb (MW -1 in 3/96) 190 (MW_ 1) (PI-2) 17') (S- 12 -17') Methyl tertiary N/A 0.033 ppm (HST- ND 54 ppb (MW -1 in 38 ppb (MW -1) butyl ether 1 -37') 3/96) (MTBE) TPH- Diesel/ 8,100 ppm ND /1,700 ppm ND /1,700 ND /ND NA/NA Kerosene (T35SWS) /NA (SK- 1 -10') ppm (SK -1- 10') TRPH 46,000 ppm 3,400 ppm (G- <1000 ppm 1,300 ppb (MW -1 NA (TSSWN) 25 -1.5') in 11197) *PCE 0.012 ppm ND ND 7.2 ppb (T45W E) 11/97) CIS, 1,2 -DCE * *ND 0.010 ppm {HSP- ND - 140 ppb 1 -25') 11/97) 1,1 -DCA ND 0.099 ppm (G -4- 0.0012 50 ppb XPP ) 5.5') ppm (S39- 5/98) 16' ) TCE ND ND 0.0036 9.3 ppb ppm (S40- 4/97) 22') Vinyl Chloride ND 0.016 ppm (HSP- ND 27 ppb (B -5 in 8.1 ppb (B -5) 2 -15') 11/97) 1,1 -DCE ND 0.012 ppm (HSP- 0.01 ppm 46 ppb (HP -3 in ND 2 -15') (HSP -2- 3/96) 20') CASE CLOSURE SUMMARY Former Santa Ana City Yard, Santa Ana UST No. 083000117 NA = Not Analyzed ND = Not Detected * Samples were collected in the vicinity of the former 650 - gallon waste oil tank. Page 4 ** The initial soil and groundwater samples were analyzed for chlorinated hydrocarbons (HVOCs) by EPA Method 8010, 8240, 8260A, 8260B, 601, 624, and 625. Only the compounds that were detected in the analyses were listed. All other compounds were ND. + The groundwater samples over the past few quarters were analyzed by EPA Method 8260, including the March 1999 samples. + +These results indicated the levels of residual contamination remaining beneath the site. ** *Residual HVOC soil contamination detected in the samples but not listed individually in the table included: 1,2,3 - Trichlorobenzene @ 0.003 ppm (S40- 19 -19') 1,2,4 - Trichlorobenzene @ 0.007 ppm (S40- 19 -19') 1,1,1 - Trichloroethane @ 0.025 ppm (HSP- 1 -25') 1,2- Chloroethylvinylether @ 0.019 ppm (HSP- 2 -15') 2- Butanone @ 0.037 ppm (HSP- 3 -20') Naphthalene @ 1.3 ppm (S40 -16') 1,2- Trimethylbenzene @ 0.55 ppm (540 -16') Note: All off -site samples were ND for all HVOCs. The March 1999 HVOC groundwater contamination not listed in the table also included: 1,2- Dichloroethane @ 33 ppb (B -3) N- Butylbenzene @ 17 ppb (MW -1) Chlorobenzene @ 8.1 ppb (B -5) Isopropylbenzene @ 5.6 ppb (MW -1) Naphthalene @ 27 ppb (MW -1) N- Propylbenzene @ 5.4 ppb (MW -1) 1,2,4 - Trichlorobenzene @ 170 ppb (MW -1) 1,3,5 - Trimethylbenzene @ 72 ppb (MW -1) 1,2,4- Trimethylbenzene @170 ppb (MW -1) CASE CLOSURE SUMMARY October 8, 1999 Former Santa Ana City Yard, Santa Ana Page 5 UST No. 083000117 ULUJUKL Does completed corrective action protect beneficial uses per the regional board basin plan? YES [x ] NO[ ] Does the corrective action protect public health for current land use? YES[ X ] NO[ ] A change in land use is proposed for the site. In the near future, the site will be redeveloped as a baseball field. A Human Health Risk Assessment, dated September 8, 1999, was prepared for this site. The excess cancer risk posed by residual benzene vapors beneath the site was estimated to be one in 93 million. This was below the de minimis levels of one in one million. As a result, the report concluded that no significant excess cancer risk was expected from benzene - impacted soil vapors. Since the site was located in Santa Ana it was not under the jurisdiction of the Orange County Health Care Agency ( OCHCA), the agency that normally reviews and approves human risk assessments. As a result, Board staff required that the report be independently reviewed by a health care expert for concurrence with the report's conclusions. An independent consultant, and former OCHCA employee, reviewed the report. Based on the independent review, it was concluded that the risk assessment was correctly modeled and that the conclusions were valid (a copy of the letter regarding this review is attached). SITE MANAGEMENT REQUIREMENTS Should corrective action be reviewed if land use changes? YES [ ] NO [X ] See the above comment regarding the human risk assessment conducted for the site. Monitoring or vapor wells decommissioned: YES [ ] NO[ ] NIA [x ] Note: Remaining wells to be properly abandoned in the near future. Documentation of these activities must be submitted to this office (i.e., copies of well abandonment permit, etc.). Enforcement Actions Taken: N/A CASE CLOSURE SUMMARY Former Santa Ana City Yard, Santa Ana UST No. 083000117 V. ADDITIONAL UUMMtNIs,uAI October 8, 1999 Page 6 The site operated as the City of Santa Ana's maintenance yard facility. The site included a paint pit area (used from 1973 — 1985), paint processing or mixing area (1973- 1985), nine USTs, and two clarifiers (used for clearing water generated during equipment cleaning operations). Investigations included: • Observation well, OW -1 (or B -5) was installed in September 1995. • The drilling of five borings (B -1 through B -5) and the installation of one piezometer (LA -1) in 1988 and January 1989, respectively. • In 1995, the installation of 40 geoprobe soil borings (G1 through G -40), four geoprobe groundwater samples (HP -1, HP -2, HP -3, and HP -5), and two monitoring wells (MW -1 and MW -2). • In 1997, the installation of wells MW -3 through MW -8. In 1998, deeper borings 1 LA520 and 2LA50 were drilled near the undocumented well down to — 50 feet bgs). Also, three geoprobes (GC1 through GC3) were drilled and sampled. This site is considered a low -risk site based on the completion of the following items: USTs /piping and other potential sources (paint area, clarifiers, etc.) were removed and the contaminated soil was excavated and removed. Approximately 4,862 tons of contaminated soil excavated and removed from the site. Soil and groundwater contamination plumes were fully defined. r Several quarters of groundwater monitoring were completed for this site. The latest groundwater results revealed all ND results except for The remaining levels of groundwater contamination slightly exceed the maximum contaminant level (MCLs) or Action Levels (ALs) established for these compounds. Therefore, these remaining groundwater contamination levels should not pose a threat to groundwater quality in this area. A human health risk assessment (vapor risk) was conducted. The report was reviewed and approved by an independent expert. The report concluded that the "excess lifetime cancer risk posed by residual gasoline contamination was significantly below the risk level of 1 in one million excess lifetime cancer cases" (see attached VI. LOCAL AGENCY /RWQCB REPRESENTATIVE DATA RWQCB SIGNATURE: TITLE: /Gv DATE: , 70 sanyarddo.rtf September 8, 1999(p�� „! To: Nanc y Olson - Martin r' Santa Ana Regional Water Quality Control Board _ 3737 Main Street, #500 Riverside, CA 92501 Subject. Revised Health Risk Assessment Old City Yard 730 East Warner Avenue Santa Ana, CA 92707 I have reviewed the most recently revised version of the vapor risk assessment for the Old City Yard (dated September 8, 1999). The risk assessment was performed by Gradient Engineers, The approach used is consistent with the protocol which is currently accepted by the Orange County Health Care Agency for determining excess lifetime cancer risk when carcinogenic materials are present in subsurface soils. This basic approach is also consistent (at least for the site conditions in question) with the risk assessment methodology used in the American Society for Testing Materials (ASTM) Risk Based Corrective Action (RBCA) vapor risk assessment procedure. The assessment estimates an excess lifetime cancer risk of about 1 in 660 million. It conservatively assumes that the source contamination (gasoline) is present in the liquid phase (non- aqueous phase liquid or NAPL). A 1% mole fraction (per cent fraction of benzene in the residual gasoline matrix, based on molecular composition and on Raoult's Law) was assumed. This assumption is quite conservative because (based on the data which I reviewed) all soil samples exhibited empirical benzene mole fractions lower than 1 %. Numerous other "worst case" assumptions were made (including assumptions concerning the degree of water saturation in the soil pathway) resulting in an appropriate screening level application of the model which demonstrates that the residual gasoline contamination does not present a significant risk (i.e. excess cancer risk greater than 1 in a million) for potentially exposed individuals. Based on the available data, the excess lifetime cancer risk posed by residual gasoline contamination is well below the significant risk level of 1 in one million excess lifetime cancer cases. Sincerely, Peter Peuron Project Scientist Environmental Geoscience Services (former Hazradous Waste Specialist with Orange County Health Care Agency) 08/07/2000 11:35 FAX [a 02 kin Attention: Subject_ February 23, 2000 City of Santa Ana Public Works Agency 101 West 0 Street Santa Ana, California 92701 Ms. Souri Amirani Project No. 993000 -047 Destruction of Thirteen Groundwater Monitoring Wells and Soil Disposal Summary, Old City Yard, 730 Warner Avenue, Santa Ana, California In accordance with your written authorization to proceed dated June 9, 1999, Leighton and Associates, Inc. (Leighton) has properly destroyed thirteen groundwater monitoring wells at the Old City Yard located at 730 Warner Avenue, Santa Ana, California. Destruction activities were performed in accordance with state and local regulatory guidelines. Approximately 5 cubic yards of petroleum hydrocarbons impacted soil and one 55- gallon drum of rinsate water were generated from the well destruction activities. The soil and water were transported offsite and disposed in accordance with all local and state regulatory guidelines. Field activities and laboratory analyses are summarized below.c Field Activities On December 29, 1999, Leighton supervised the destruction of thirteen groundwater monitoring wells (MW -I through MW -8, B -2 through B -5, and LA -1). Leighton subcontracted Cascade Drilling, Inc. of Norwalk, California to destroy the monitoring wells (Figure 2). Monitoring wells were destroyed according to guideline set forth by the Orange County Health Care Agency (OCHCA), A copy of the well destruction permit is included in Appendix A. Monitoring wells were constructed of 4 -inch diameter PVC pipe and ranged in total depth from 15 to 58 feet, Table I shows monitoring well information including associated total depths, Monitoring wells were destroyed by overdrilling the entire well; removing the well casing, filter pack, annular seal, and well box. Boreholes were backfilled with hydrated bentonite slurry. A total of 318 feet of monitoring well materials were drilled. Approximately five cubic yards of soil cuttings from the boreholes were stockpiled on plastic onsite. W.A. Woods Industries of South Gate, California, transported the soil off site on February 2, 2000. The soil was transported under nonhazardous waste manifest to TPS Technologies Inc., Adelanto, California for final disposal_ A copy of the nonhazardous waste manifest is included in Appendix 8. One 55- gallon drum of rinsate water was generated from drilling activities. On February 18, 2000, Belshire Environmental transported the drum under non - hazardous waste manifest to their staging yard located in La Habra, California. The drum will later be purged by a vacuum truck and transported Compton for final disposal. Leighton will forward a copy of the non - hazardous waste manifest under separate cover. 08/07/2000 11:95 FA% Project Number 993000047 Analytical Results M On January 6, 2000, Leighton collected two soil samples from the stockpiled soil that originated from monitoring well destruction activities. The volume of stockpiled soil was approximately 5 cubic yards. Soil samples Were collected into glass jars and placed into a cooled ice chest. The samples were transported under Chain -of- custody to Del Mar Analytical located in Irvine, California. Samples were analyzed for volatile organic compounds (VOCs) using EPA Method 8260, extractable fuel hydrocarbons (EFH) using EPA Method 3550B/801513, and volatile fuel hydrocarbons (VFH) using EPA Method 50308180158. The analytical results are summarized as follows: Sample Results S-1 VOCs (all ND) EFH (8.9 mg/Kg) VFH (ND) S -2 VOCs (all ND) EFH (780 mgJKg) VFH (ND) ND indicates the concentration is below laboratory reporting limits. A copy of the laboratory report and chain -of- custody is included in Appendix C. Conclusions and Recommendations Based on the recent field activities, Leighton recommends no further action is required for the subject site. We appreciate this opportunity to be of continued service. If you have any questions regarding this letter, please do not hesitate to contact this office. Respectfully submitted; LEIGHTON AN /Z!✓ASSOCIATES, INC Kris R_ Lurton, RG, REA Senior Project Geologist Figure 1: Site Location Map Figure 2: Site Plot Plan Table l: Santa Ana City Yard— Monitoring Well Information Appendix A: Copy of Well Destruction Permit Appendix B: Copy of Non-Hazardous Waste Manifest Appendix C: Copy of Laboratory Report Distribution (2) Addressee (1) Ms. Nancy Olson- Martin, Santa Ana Regional Water Quality Control Board Attachment E Nell® GUARANTEED MAXIMUM PRICE DELHI COMMUNITY CENTER SANTA ANA, CALIFORNIA September 5, 2000 A. DIRECT COSTS — per attached Exhibits A -D Note: All terms, conditions, exclusions, clarifications Related exhibit(s), etc., contained in Exhibits A -D (attached herewith) are deemed to be fully incorporated into the terms and conditions of the GMP. B. INDIRECT COSTS - Total Project GMP $4,361,000.00 $ 824,500.00 $5,185,500.00 EXCLUDED COSTS: The following list consists of potential project costs that are specifically excluded in the GMP, but are to be waived or paid by the City of Santa Ana. Some cost items listed may not apply to this project. e City Mgmt and/or Inspection Fees Plan Check Fees Building Permit Fees Water District Fees (Includes Sewage) SCAQMD Fees/Permits Real Property Acquisition and /or Legal Costs Clerk/Recorder Fees Utilities Hookup Fees Owner's Course of Construction and Builders Risk Insurance Environmental Mitigation and /or Abatement Financing Costs Moving or other Occupancy Costs Furniture, Fixtures and Equipment REPLY TO: 385 SECOND STREET. LAGUNA BEACH. CA 92651 • 949 497 8889 • fAX 949 497 8883 HELLO GROUP. INC. • 11515 HUSTON STREET, NORTH HOLLYWOOD. CA 91601 + 813 761 7946 • FAX 818 985 9710 09/19/00 EXHIBIT A DELHI COMMUNITY CENTER Standard Exclusions and Clarifications Footnotes to Guaranteed Maximum, Price Contract Introductinn All patties in this Agreement acknowledge, at the time of execution of this Contract, specific plans and specifications for the intended Work have not been developed. This exhibit serves to outline the general understanding of the pro ject contemplated. All parties shall endeavor to direct the design and construction documentation in a cooperative effort to achieve the Guaranteed Maximum Price stated herein. This Guaranteed Maximum Price is valid for a period of 30 days. I. Contractors Contingency: The Contractors Contingency is established at $97,575, as shown in Exhibit C. Such Contingency shall be under the control of the Contractor for unforeseen, and/or unanticipated costs or problems, which would not ordinarily be extras to the Contract. The Contractors Contingency shall only be adjusted, based upon actual costs, at the conclusion of the project. Cost adjustments that result in savings on individual line items, shall remain as increased Contractors Contingency until mutually released by the Owner and Contractor. Cost adjustments that result in overruns, on individual line items, may use cost savings from other litre items to offset such -- cost overruns. Unused portions of the Contractors Contingency shall be returned to Owner, upon project completion, and after all owed amounts are paid by the Contractor for Contractors costs, including the various Suppliers, Subcontractors, and Materialmen, labor, eta ?, Change Orders: Change Orders less than $250,000.00, which exceed the overall Gwitrizead Maximum Price_- - (GMP), if any, will receive a 10% Contractors feo, and .96% for Liability Insurance. Change Orders greater than $250,000.00, which exceed the overall Guaranteed Maximum Price (GNfP), it any, will receive a 6% Contractors Fee. Cost savings, if any, shall not adversely affect the Contractors right to obtain additional tec for additional work. Contractor shall not be penalized change order fee due to cost savings. 3. Excluded Items: The following items are NOT included in the GM? Budget Estimate, and shall be at the cost of the Owner. Grading Permits • Building Permit • Plan Check Fees Construction Permits Special Permits • Permits for operation in or on Public Streets Inspection Costs Right of Way Permits • Deputy Inspectors • Testing Costs Roof Consultant & Tasting • Builders Risk Insurance • Utility Company connection fees and assessments • Sewer District Charges • School District Charges Environmental Impact Pees F 0..saciecreoe=4u1u.� w� 1 09101100 Governmental or Quasi - Governmental Fees or Charges Traffic Signals Monument signs • Dewatering • Window Coverings • Voice & Data Wiring. Conduits w/ pull wire only shall be provided within walls. Davis Bacon Wages. Contractor will provide in accordance with Prevailing Wage Rates only. Field Surveying & Engineering Site Remediation Playground Equipment • Brick Pavers • Landscape & Irrigation • Flagpoles Glass Block Masonry Security Grilles. Rated roll -down door at Kitchen 118 is included. Skylights Wall Coverings Wood Flooring • Lockers Kitchen Equipment / HE Folding Partitions • Projection Screens • Canvas Awnings • P.A. / AudioNisual Systems • Fire Pump • Emergency Generator Relocation of Power Poles 4, Qualifications: The following qualifications are specifically included in the scope of work, as a result of redesign: a. Fireproofing included for the Multi- Purpose Room beam only. g, Public Walkway: The Public Walkway on Central Avenue adjacent to the Project will be closed in its entirety. No temporary plywood barricades, overhead canopies or replacement of walkways except as shown on drawings are considered in Guaranteed Maximum Price (GMP). Should the City of Santa Ana require such, it shall be considered a Change Order to the Contract. 6. Domestic Water and Fire Water: City shall install the domestic water service and the domestic water meter to the property line off of Central Avenue. Contractor shalt connect to the water meter and bring in water service to the building. Fire water service shall be installed by the Contractor including hot tap connection at the street, as indicated on utility plans. Domestic water service shall be installed by the contractor, including hot tap connection within property line off of Central Avenue as indicated on utility plans. 7. Contractors Fee: The Contractors Fee shall be a Fixed Sum of $244,405, and shall not be determined as a percentage. Such sum not shall decrease or increase, but shall remain Fixed, except as modified in Article 5.1.3, and /or through change orders. 2 F:\Data\PROJECTS\9929\Ccntracts\ExhibitA.doc 09/01/00 8. General Conditions: The General Conditions shall be based upon actual costs, which is estimated at the $255,104, as shown on Exhibit D. Actual General Conditions shall be paid by Owner, to a maximum of $255,104, except as noted in footnote 2, above. Individual line items can be modified and adjusted to fit actual conditions by the Contractor. No General Conditions cost will be added unless project completion is delayed by conditions beyond the direct control of the Contractor. In such case Contractor shall receive reimbursement in accordance with 14.6.D. Construction Schedule The construction schedule as attached as Exhibit D, dated 8/31/00, specifically indicated required dates for permits and issuance of drawings to the Contractor for bidding purposes. This G.M.P. is based upon conformance that all permit dates and drawing issuance dates be completed on or prior to the date indicated. Delays in these dates, not caused by the Contractor, shall be extended to the overall completion date of the schedule. These additional days will be subject to additional General Condition costs, plus fee, as defined in Article 14, 14.6, Item C and Exhibit A, Item 2. 10. Site `York a. No new concrete approaches have been considered on this GNIP. b. Existing approach on Central Avenue is being utilized. c. The parking lot is being constructed in accordance with a temporary lot. d. No concrete curbs, swales, gutters are considered other than as indicated on Exhibit B - Civil Documents e. Redwood headers are included f. Site sidewalks are limited to the building perimeter as identified on Exhibit B Civil Documents. g, Perimeter fencing is chain link. idered in this, GMP, only minor irrigation s,leeving h. No landscaping or irrigation is cons required for future irrigation. i. Irrigation meter and service shown on Civil Documents shall be deleted and is not included. j. No offsite street work on.Central Avenue or Warner Avenue has been considered in the GNU other than identified on Civil Documents per Exhibit B k. Flagpoles are not included. 1. Monument signs and exterior building signage is not included. m. Soils report issued by Leighton & Associates dated 4/12/96 has been considered. Any future revisions, findings, and/or recommendations will be subject to additional costs. 11. Building Concrete Finish of interior concrete at public areas 100, 107, 124, 117, and Courtyard is colored concrete with an acid etch finish or equal. These areas are limited to tile areas previously indicated on MVE reference plans dated 9/30/98. 12, Masonry Veneer All exterior and interior masonry, veneer indicated on NIVE's reference plans issued 9/30/98 has been deleted and replaced with exterior plaster. 13. Ornamental Metals All site decorative fending and gates are not.included. Chain link fending and (1). Manual rolling gate and (1) pair of pedestrian chain link gates will be provided. 14. Roof Structure The clerestory structure as indicated on MVE's reference plans issued 9/30/98, has been delete it, its entirety. The roof structure has been simplified. No skylights have been considered. F: \Data \PROJECTS \9929 \C o ntr a cts\Exh ibitA. d oc 09101/00 15. Millwork / Cabinetry No millwork or shelving has been considered in storage rooms 104, 105, 108, 109, 110, 112, 115, 128, 130, 132, Auto Shop 113, Kitchen 118, Office 140, Health 102. Rough plumbing will be installed where future sinks in future counters are indicated in Office 140, Health 102 and Kitchen 118. 16. Specialty Metals Banner elements previously indicated on IvIVE's reference plans issued 9/30/93, are not included. Exterior patio deck awning elements are not included. Exterior elements shall be limited to items indicated on exterior elevations attached as part of this GivIP. 17. Restrooms New restroom work shall be limited to Restrooms 148 and 151. The Locker Restrooms 120 an 122 are not included. All rough plumbing, HVAC and electrical shall be installed, floor drainage and depressed slab work included. All finishes and accessories for Rooms 120 and 122 are not included. 18. Unfinished Rooms Locker Rooms 120 and 122: Interior finishes, fixtures, demising walls, ceilings, lighting and mechanical distribution are not included. Plumbing shall be stubbed in for future fixtures and building slabs shall be depressed at future shower stalls. Handball Rooms 125 and 126: Interior finishes, wood flooring, demising walls, ceilings, lighting and mechanical distribution is not included. Exercise Room 129, Storage Room 128, Workout Room 131, Storage Room 130 and 132: Interior finishes, wood flooring, ceilings, lighting and mechanical distribution is not included. r 19. Kitchen The Kitchen 118 will be cons with rough electrical, rough plumbing, and rough'HVAC. No finishes including sinks, faucets, millwork, flooring, wall coverings, marlite, FF &E or Health Department requirements are not included. 20, Nlulti- Purpose Room The structural steel support for the folding partition will be installed and fireproofed. The folding partition as identifed on NIVE's reference plans issued 9/30/98 is not included in this GNU. The A/V system is not included. An acoustical ceiling shall replace the coved ceiling as indicated in MVE's reference plans issued 9/30/98. 21. Fire Sprinkler System The interior system shall be upgraded in order to eliminate the exterior fire loop and hydrants. All interior heads shall be semi - recessed. No provisions of the fire suppression system have been considered for the Kitchen 118. 22. Mechanical All HVAC units shall be installed and wired electrically. Distribution and finish shall be installed except at unfinished rooms: Locker Restrooms 120 and 122, Handball Rooms 125 and 126, Exercise Room 129, Storage Room 128, Workout Room 131, Storage Room 130 and 132, Kitchen 118. Rough plumbing stub -ins for future Drinking Fountains. 23. Electrical Site electrical allowance of 530,000 has been established for pole lighting and wall packs necessary to provide the minimum code requirements. Security system conduits have been provided at all exterior doors and shall terminate at a single designated room. Security whin„ devices and system are not included. F:\Data \PROJECTS \9929 \Contracts\Exh ibitA.doc 09/01/00 24. Interior Doors: All interior door frames to utilize black western integrated or timely door frames. Wood doors to be solid core paint grade wood, hardware to be Schlage "D" Series throughout, with Schlage "L ", Niortise series at exterior doors. 25. Acoustical Ceilings: Ceiling material shall be in accordance to M.V.E. reference plans issued 9/30/98. 26. Toilet Partitions: Toilet partitions to be floor mounted overhead braced plastic laminate or metal of a standard color. Material shall be in accordance to M.V.E. reference plans issued 9/30/98. 27. Signage: Required code interior building signs and site required ADA signs are included as an allowance of $10,000 and shall be selected from standard colors and fabrications. No exterior building signage or monument signage are included. 28. 29. 30. 31. — - 32. Furnishings: No furnishings are included. Window Coverings: No blinds or window coverings are included. Exterior Plaster The exterior of the building has been redesigned to eliminate all exterior masonry veneer and replace with exterior plaster with anti - graffiti coating to 9' -0" above finished grade Voice and Data Wiring: All actual voice and data wiring costs are by the tenant and/or Owner responsibility. Conduit and raceway only to be installed by the Contractor with painted backboards at electrical room only. Subcontractors Bonds: - Subcontractor bond costs has been included as an allowance of $36,650. 33. Contract Allowances: The following allowances are specifically included. Amounts shall be adjusted based upon actual costs: $255,104 a. General Conditions (not to exceed) $15,000 b. Energy Management/Security System $10,000 c. Building Code Signage $10,225 d. Site Furnishings — Fences and Gates $30,000 e. Site Electrical 5 F: \Data \PROJ E CTS \9929\Co ntra cts \Ex hib itA. doc EXHIBIT B Delhi Community Center, Santa Ana PLANS & SPECIFICATIONS DOCUMENT /SECTION No. — TITLE DATE PLANS 08/25/98 C -1 of 5 Title Sheet 08 25/98 C -2 of 5 Precise Grading Plan 08//298 C -3 of 5 Seer and Water Plan ry 08/25/6/98 C -4 of 5 Demolition Plan 08/25/98 C -5 of 5 Horizontal Control Plan 09/01/00 A-1 .01 Floor Plan Site Plan 09/01/00 Exterior Elevations Soils Report by Leighton and Associates 04/12/96 Carrico Pacific Construction Company, Inc. PROJECT ESTIMATE COST BREAKDOWN PROJECT: Delhi Community Center OWNER: CITY OF SANTA ANA ARCHITECT: MCLARAND, VASQUEZ. EMSIEK B PARTNERS LOCATION: SANTA ANA, CALIFORNIA BUILDING SIZ 26,493 at SITE AREA: 105,000 at DATE: 31- Aug -00 1 General Requirements 1.01 General Conditions 1.02 Clean -Up: Job 1.03 Clean -Up: Final 1,04 Hoisting /Equipment Rentals 1.05 Project Sign 1.06 Barricades and Fencing 2 Site Work 2.01 Field Engineering - Survey 2.02 Site Clearing _ 2.03 Site Remediation 2.04 Earthwork / Grading 2.05 Playground Equipment 2.05 Fine Grading 2.07 Asphalt Paving - - 2.08 Pavement Marking 2,09 Brick Pavers - 2.10 Storm Drains 2.11 Site Water Domestic 2.12 Site Water Fire 2.13 Site Sewers _ 2.13 Landscape & Irrigation .2.14 Irrigation Sleeving - 2.15 Monument Sign 2.16 Flagpoles 2.17 Site Furnishings - Fencing & Gates 2.18 off site Work -- 2.19 Traffic Signals 3 Concrete 3.01 Site Concrete 3.02 Building Concrete _ 3.03 Reinforcing Steel 3.04 Concrete Testing & Inspect 4 Masonry 4.01 Site Masonry + footings 4.02 Building Masonry 4.03 Masonry Reinforcing 4,04 Glass block Masonry 4.05 Deputy Inspector 4.06 Shoring 5 Metals 5,01 Structural Steel 5.02 Miscellaneous Metals 5.05 Misc. Anchor bolts. etc. 5.06 Deputy Inspector 5.07 Misc. Metal Labor 5.08 Ornamental Metals By Owner By Owner By Owner EXHIBIT C Project Budget I Notes Central Ave Entry, Very Ltd. Site Work- Parking V.E. Enure BUurg 255,104 35,864 4,649 2,270 750 4,930 Not Included 15,100 Not included 96,000 NIC 14,800 48,000 3,600 Not Included 8,500 85,000 43,500 17,000 Not Included 5,000 Not Included Not Included 10,225 -Not included Not Included 101,000 198,000 Intl Not Included 8,000 178,000 incl Not Included Not Included 2,500 75,320 89,980 2,100 Not Included 5,85C Not Includec Reallocated Surveying to soft costs Reduced due to decrease site work in this phase Reduced due to decrease site work in this phase Reduced due to decreased parking lot work in this phase _ Reduced due to decreased parking lot work in this phase Deleted Reduced in revised scope of work in this phase - - - - - - -- Reduced Length due to relocation of building on site - Reduced Length due to relocation of building on site f P Not in this phase of work Only Sleeving around the building exterior, No meter Not in this phase of work -- - _ Not in this phase of work - - - - - -- Allowance for Chain link rolling gate & chain link fencing adjacent All site concrete deleted in this phase except for Exterior Sidewalks Increased due to Finish Treatment of interior concrete - No Site Planters or walls in this phase, Trash Enclosure only Deleted Reduced due to scope of site work Reduced scope of work at Exterior Entry & None at rear Patio Site fences Deleted in this phase 6 Wood & Plastics 6.01 Rough Carpentry 662,070 Based upon a more simplified roof structural system 6,02 Glue Lams incl 6.03 Wood Joists Intl Camco poetic Canstroc ion Company, Inc. Page 1 PROJECT ESTIMATE COST BREAKDOWN PROJECT: Delhi Community Center OWNER: CITY OF SANTA ANA ARCHITECT: MCLARAND, VASQUEZ, EMSIEK &PARTNERS LOCATION: SANTA ANA, CALIFORNIA BUILDING SIZ 26,493 sf SITE AREA: 105,000 sr DATE: 31- Aug -00 6.04 Roof Structure 6.05 Finish Carpentry 6.06 Cabinets. Countertops, and Millwork 6.07 Marlite Paneling - 6.08 Misc Cameo Labor 7 Thermal & Moisture Protection 7.01 Waterproofing 7,02 Deck Coating 7.03 Roofing - - - 7.04 Roofing Test & Inspection By Owner 7.05 Sheet Metal & Roof Accessories - - 7.06 Specialty Sheet Metal - -- - 7.07 Insulation - 7.08 Caulking and Sealants - - - - -- - - 7.09 Fireproofing - - - - - - -- 8 Doors, Windows & Glass - 8.01 Glass & Glazing 8.02 Overhead Doors 8.03 Special Doors 8:04 Doors /Frames /Hardware 8.05 Access Doors - 8.06 Security Grilles 8.07 Skylights 9 Finishes - -- - 9.01 Lath & Plaster 9.02 Drywall and Metal Studs - 9.03 Floor Finishes 9.04 Floor Base 9.05 Wall Coverings - 9.06 Acoustical Ceilings 9.07 Painting 9.08 Special Coatings - Graffiti Coating 9.09 Resilient Flooring 9.10 Tile Work +Conan 9.11 Racquet Ball Court Flooring 10 Specialties 10.01 Toilet Partitions 10.02 Toilet Accessories 10.03 Corner Guards 10.04 Fire Extinguishers 10.05 Code Reqd. Int. Signage 10.06 Lockers 11 Equipment 11.01 Kitchen Equipment/ FFE 12 Furnishings 12.01 Window Covering 12.02 Folding Partitions 12.03 Projections Screens EXHIBIT C Project Budget I Notes Central Ave Entry, Very Ltd. Site Work - Parking V.E. Entire tt) ldd ng Incl 36,500 5,000 4,850 3,350 Not Included 64,927 Not Included 8,900 44,900 23,000 3,500 5,500 239,000 13,560 Not Included 866,000 2,500 Not Included Not Included 139,000 268,500 in 9.09 in 9.09, 9.10 Not Included 18,000 68,000 13,710 19,850 29,800 Not Included 15,000 in 10.01 50C 1,40C 10,000 Not lncludec Not lncludec Not lncludec Not Include, Not include Deleted at all storage rooms, Auto Shop, Kitchen, rooms 102 & 140 Limited scope of work - - - Deleted banner elements and exterior elements at rear patio in this phase Clerestory deleted, racquetball glass deleted, added glass at courtyard Upgrade for mortise hardware at public areas Deleted clerestory and masonry, increased at building exterior & interior Added at multi- purpose room, delete in unfinished rooms rooms Al building exterior to 9' - Only at (1) set of Restrooms, Locker Areas & Interior Corridor flooring Deleted Not included in this phase - Only at (1) set of Restrooms, Locker Areas deleted in this phase Code required signage allowance Not included in this phase of work See Added costs below Not included in this phase of work Not included in this phase of work Not included in this phase of work Cameo Pacific Construction Company, Inc. Page 2 PROJECT ESTIMATE COST BREAKDOWN PROJECT: Delhi Community Center OWNER: CITY OF SANTA ANA ARCHITECT: McLARAND, VASQUEZ, EMSIEK 8 PARTNERS LOCATION: SANTA ANA, CALIFORNIA BUILDING SIZ 26,493 sf SITE AREA: 105,000 at DATE: 31-Aug-00 13 Special Construction 13.01 Canvas Awning Structure 15 Mechanical 15.01 Plumbing 15.02 Fire Sprinkler System 15.03 HVAC 15.04 Testing and Balance 16 Electrical 16.01 Electrical -- 16.02 Site Electrical - - 16.04 Fire Alarm System 16:05 Security System - 16.06 Energy Management System - 16.07 P.A. /Audio - Visual System.__-__._.__. SUBTOTAL Subcontractor Bonding 1.00% Contractor Contingency Building Permits & Fees - - - - Connection Fees Builders Risk Insurance Liability Insurance - - 0.90% SUBTOTAL - -- Contractors Fee - 6.00% General Contractor Bond TOTAL EXHIBIT C Project Budget Central Ave Entry, Very Ltd. Site Work.Parking V.E. Enure Building Not Included 116,000 92,188 215,000 loci 318,270 30,000 12,900 5,000 15,000 Not Included 3,903,018 36,490 97,575 N.I.C. N.I.C. N.I.C. 36,334 4,073,417 244,405 43,178 4,361,000 - ADD: Kitchen FFBE Allowance - 75.000 ASP: Kitchen Build -Out 25,000 Notes Not included in this phase of work Rough Plumbing only at Locker Areas, Kitchen, Auto, drinkinng fountains, roo Upgraded interior system Distribution deleted at unfinished rooms - Allowance for min. pole lighting, wall packs Exterior Door Conduits to a central room only. System by Owner Not included in this phase of work - -- Cameo Pacific Construction Company, Inc. C -� Page 3 EXHIBIT C CAMCO PACIFIC CONSTRUCTION COMPANY GENERAL REQUIREMENTS ESTIMATE DETAIL PROJECT. Delhi Community Center DATE: SANTA ANA, CALIFORNIA Projected Schedule: 10 Months Management: 46 Weeks COST GENERAL CODE CONDITIONS Qnty Unit Unit Labor Labor Burden Unit Unit M4t'I. Sub Unit Unit Equip. Gen'I. Total Total Total Labor Mal'I. Subeon Total Son']. Equip Gen'I. Line Total PERSONNEL 01107 Estimating - Chief 4Mts 2.800.00 1.00 - , - 01107 Estimating - level 1 - Wks 2,080.00 1.00 - - - - 01107 Estimating - level 2 - Wks 1,680.00 7.00 - - - 13,892 - 13,1132 01108 Genaral Superintendent 43,0 Wks 26913 1.20 - 01906 Sr. Project Manager - Wks 2,480.00 1.00 - - 53,077 - - 53,077 01109 Project Manager 46.0 Wks 961.54 1.20 - - - 01110 Sr. Project Superintendent - Wes 2.240.00 1.00 01110 Project Superintendent - level - Wks 2,080.00 1.00 - - 113160 - - 113,1 s0 01110 Project Superintentlent - level 46.0 Wks 2,050.00 1.20 22327 22327 01111 Project Engineer 43.0 Wks 432.69 1.20 - - - 01111 Foreman - Wk. 1,200.00 1.00 1.00 - - 500.00 - - - 500 500 01115 Lay-Out 1.0 LS 01131 Project Secretary Wks 960.00 1,00 - - - 15,923' - 15,923 01134 Project Administrator 46.0 Wes 346.15 1.00 - - - - 1,050 - - - - 1,050 01600 Punch -List l Close -Out 1.0 LS 1,200.00 1.00 - - 01900 Project Management - LS 2,500.00 1.00 - - 01904 Company Principal LS 2,500.00 1.00 5,250 5,250 01905 Project Executive 42.0 MS 125.00 1.00 - - 01908 Assistant Superintendent Wks 1.40000 1.00 - - - 09735 Pre - Construction Services - LS - 1.00 Estimating Support Wks 500.00 1.00 Finish Superintendent - Wes 1,680.00 1.00 01103 R`BSITE FACILITIES I�TIES Fax Usage 10.0 Mos. 1.00 100.00 200.00 - " - - 1,000 2,000 1,000 2,0tl0 01104 Cellular Telephones 10.0 MOO. - 1.00 - - 01112 Superintendent Truck 5.0 Mos. 1.00 01119 project Sign 1.0 LS 1.00 1.00 - 275.00 - _ - 2,750 2,750 01120 Project office 10.0 Mos. - 1.00 - - - - 375.00 - - -- - -- - 3,750 3,750 01121 Office Telephone 10.0 Mos. - - 2,250 2,250 01125 Portable Toilets 10.0 Mos. - 1.00 - - __ ..225.00 - ,. 01145 Radios 1.0 LS 1.00 01171 Tool Shed 10.0 Mos. - 1.00 750.00 - 750 - 750 01201 MobilizatioNDemabilication 1.0 LS - 1.00 - - 95.00 - 950 950 01511 Toot Storage Bin 100 Mos. - 1.00 - - - - "C. 01902 Pay Phone 10.0 M.S. - 1.00 - - - 01909 Temporary Office in Building 1.0 LS - 1.00 - - - 750 750 01910 Project Manager Vehicle 10.0 Mos. - 1.00 .75.00 01102 PFRSONN 1 CNN I1PPORT Superintendent Travel 24.0 Ea. - 1.00 - - - - - - 01105 Personnel Living Otrs / Hotel 46.0 Wes 1.00 - - 01113. Subsistence 10.0 Mos. - 1.00 -1.00 - 01114 InspectionlMeeting Trips 12.0 Ea. - - - 01116 Car Rental 12.0 Ea. - 1.00 01122 Q1 ITI. ITI S office Power 10.0 M05. - 1.00 - - - 75.00 3,500.00 _ - - - - - 750 _ 3,500 750 3,500 01124 Temporary Electric Service 1.0 LS - 1.00 - - - 01126 Portable Generator 1.0 LS - 1'00 250.00 - - - 2,500 2,500 01127 Job Electric 801 10.0 Mos. 1.00 - - 01128 Temporary Gas 10.0 MOO. - 1.00 500.00 - 5Og 50f 01129 Temporary Water Service 1.0 LS - 1.00 - 07130 Temporary Heat - LS 1.00 •_ 300.00 _ - - 3,000 3,00f 01917 Water Usage 10.0 M.S. - 6000 - • - 6OO 60( 01312 Fuel 10.0 Mos., - 7.00 - - 01117 SUPPt IFS AND EQUIPMENT 1.0 LS - 1.00 400.00 - 200.00 400. 200 - 500 Set 501 Smelt Tools 01118 Blueprints (AS Suits) 1.0 LS • 1.00 - - 500.00 _ 150 151 0713) Safety Equipment 1.0 LS - 1.00 150.00 - - 200.00 200 201 01140 Trucking 1.0 LS - 1.00 01143 Hoisting 1.0 LS - 1.00 - 01144 M.r-Uft 2.0 Wks - 1.00 01145 Scaffolding 1.0 LS - 1.00 - - _ 150 _ _ 15 01152 Ladders & Railing 1.0 LS - 1.00 150.00 - - 200.00 2C0 20 01175 Progress Photos 1.0 LS - 1.00 - - - 300 - - ° 30 01185 Postage & Overnight Mail 1.0 LS - 1.00 30000 - _ - , 01188 Parking 1.0 LS - 200'00 200 20 01187 MessengenCelivery Expense 1.0 LS - - 500.00 _ 500 50 01190 Miscellaneous 1.0 LS - 100 - 75 - _ 7 01720 Temporary Lights 1.0 LS - 1.00 75,00 - - - 01901 Scheduling 1.0 LS 100 - 50 - - 5 01913 Power Cords, Boxes. etc. 1.0 LS 1.00 50.00 500,00 - 500 - 50 01914 Miscellaneous Equipment 1.0 L3 - 1.00 - - 01915 Copier 10.0 LS. - 1.00 - - - 1,250 _ 1,75 01916 Computer 10.0 LS 125.00 1.00 -. 175 if 01917 Office Supplies 1.0 LS - 1.00 100.00 - - - - t 01918 First AldlHartl Hats 1.0 LS - 1'00 75'00 _ P5 01919 Fire Extinguishers 1.0 LS - 100 25.00 - - Page 1 EXHIBIT C PROJECT: Delhi Community Center DATE: SANTA ANA, CALIFORNIA P,.,lecled Schedule: 10 Months Management: 46 Weeks COST GENERALCONOITIONS DAL V CLEAN -UP /COMMON LABOR Unit Labor Unit Unit Unit Unit Total Total Total Total Total Line Labor Burden Mal']. Sub Equip. Gen'I. Labor Mat'I. Subcon Equip Gen'I. Total CODE Onty Unit CommoNClean -Up Labor 27.0 Wks 1,120.00 SUBTOTAL - GENERAL CONDITIONS - - 225,929 1,325 1,950 25,9W 255,104 Page 2 DAL V CLEAN -UP /COMMON LABOR 01120 CommoNClean -Up Labor 27.0 Wks 1,120.00 1.00 - - - - 30,240 - - - 30,240 01180 Job Runner 40.0 His 12.00 1.30 - 425.00 624 - - - - - - 5,too 624 5,100 Trash Bins '12,0 Ea. - - - SUBTOTAL - DAILY CLEAN -UP 30,864 5,100 35,96.1 FINAL CLEAN -UP 01920 Final Clean -Up: Shell 26,493.0 SF 1,28 - - 0.10 - - 2,649 - 2,619 01922 Final Clean -Up: T.I. 26,493.0 SF - 1.28 - - 01921 Clean Windows SF 1.28 - COS 8.00 1,560 - 540 - 2,200 01923 Final Clean -Up: Site 80.0 Hrs 15.00 1.30 - - 1,560 2,549 640 4,849 SUBTOTAL - FINAL CLEAN -UP TRAFFIC CONTROL 01924 Street Delineators 1.0 LB 1.28 - - 1,500.00 - - - 1,500. 1,500 1,300 01151 Flagman 1.0 'Wks 1,000.00 1.30 - - 1,300 648 - - fi48 01925 Miscellaneous Labor 40.0 Hrs 12.00 1.35 - - - - 1,948 1,500 3,448 SUBTOTAL - TRAFFIC CONTROL UNLOADING 4 HOISTING 01926 Misc. Cranes 8.0 His 32.00 1.30 - - 150.00 - 333 1,200 - 1,200 - 01927 Forklift 2.0 Was - 1.30 600.00 - - " J2301 01928 Lifts & Hoists - Wks - 1.30 - - - 500.00 - - - - 500 01930 Fuel 8 Miscellaneous 1.0 LS - 1.00 - 333 2,400 500 SUBTOTAL• UNLOADING B HOISTING BARRICADES & FENCING 01135 Light Dewatering - LS - 1.30 01137 Cold Weather Expense 1.0 LS - 1.30 - - 1,500.00 - - - 1,500 1,600 01138 Dust Control 1.0 LS - 1.30 - 1.30 - - - 600.00 - - ;' 1,200 1,200 01139 Street Sweeping 2.0 Ea. - 1.10 - - - - 1,540 1,640 01141 Security Fencing - Chainlink 1,400,0 LF - 1.30 - 1,000.00 - - - 1,000 500 01142 Miscellaneous Barricades 1.0 LS 1.00 - - - - 01170 Security Guard _ LS - 1.00 - - 01172 Temporary Fencing - LS 01944 Ptywaod Fencing - LF 1.30 01945 Overhead Canopy - LF 1.30 - 1,540 3,700 4,740 SUBTOTAL - BARRICADES& FENCING Page 2 Ix w o F- Y z LU U K °W ZUU = c 5 O C U U ) co = a g w : Q O O O B 9 N _ 00 p •_ p N .- •- O IL L O N N O N d O j m _ LL F°- I- F- `d F- F- I- ..... _ n _- I° 0 Ill C tL O O O B 9 N O O N 00 p •_ p N .- •- O IL L O N N O N d O j O F- F. LL F°- I- F- `d F- F- I- (n c c v. N L 9 c I y N .0 � E ° L�� E c .° v O Si v > a m y m c_ b a Z U (n Q n W T- LL G 12 ° U F°- U N m 0 m z n r 00 i o i • � o - L - - -- li�vl L [T] TI ITT �. E ; ■ jj � ®_ y m i N �� ` m 00 i o i • � o - L - - -- li�vl L [T] TI ITT �. E ; ■ jj � G o i N �� K u❑ -��tQ y- -y_x -ate x -x -x x i x i� D z m m :' fjj EXISTING / % //% /� ✓/ /, /� // �/ '� // // �� / / �// /i /// / ARMORY GARAGE /V / " /�i .� " /�l / /�'-f r'!'y /� ✓�I.��� // �71� �i/ �� //� / - BUILDING SITE /� xtisNA'oc�o i b. /'6 . � I .. .ie 1 " ❑ lM'IQIER —�— � - 10 PELMI 4 ewenw os 1 z RECREATION 00 r u p 0 J� [ d COMMUNITY/ CENTER �fl a 1 li b Q O U I 5 _ � «a,a�. n � III i ✓/" lu O o III / ��ij P X w� W l UA x o A PxRKiN�kb /� 64 /s j �/ NOT'g, �A 9 ry�� IW(i /%. IL ,cam T _ PA \ �cxux uwc rtme� / _ / �� �� �� '✓ �/ /� ��� ��� —_� PA 20 3'i 26 5 24 �S9 34 X31- 2 -19� IB Pn Pa 6 _ J i i p / -- -- -- -- — ] 15 14 % \ \� \ \1 \3T\ 111 \0 II 10 9 B 1 6 \ 9 4 9 �� ��� \ -��� \� ® _ _ P -- — — — —.� — — — - -- -- — -- n // 64 GARS�T SHARED PARKING 58 GAR5 IllPp A 4 '§"9'I 9fl�/990 41 4/0 P 44 x /45 /46 4'I�0 49 5 54 55 54 w % 'i /50-9N /� PA f T ' l Central Avenue - - --- - - ------------ 0 I � lip _ I7 �� -- - ----------- � co N SITE PLAN I Pe�4-ti�f 6,0MAWWY Ce7/reP-- mow. s —1. 111- REQUEST FOR COUNCIL ACTION � 'o CITY COUNCIL MEETING DATE: CLERK OF COUNCIL USE ONLY: OCTOBER 2, 2000 TITLE: APPROVED ❑ As Recommended ❑ As Amended DELHI PARK DEVELOPMENT AGREEMENT ❑ Ordinance on 1st Reading AND APPROPRIATION ADJUSTMENT ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For /62 CONTINUED TO A-2000-1 71 FILE NUMBER A-2000-1 72 CITY MANAGER RECOMMENDED ACTION 1) Direct the City Attorney to prepare and authorize the Mayor and the Clerk of the Council to execute an agreement with Delhi Center for the construction and funding of Delhi Community Center. 2) Approve an appropriation adjustment allocating California Youth Authority Grant funding of $2 , 250 , 000 , from Delhi Center, in revenue account (account no. 169-01-5365) and appropriate the funds to the expenditure account (account no. 169-345-6631) for Delhi Community Center Improvements . 3) Direct the City Attorney to prepare and authorize the Mayor and the Clerk of the Council to execute an agreement with Nello Group, Inc . for the construction of Delhi Community Center and Park Improvements for an amount not to exceed $4 , 922 , 050 per the attached funding analysis (Exhibit 1) . DISCUSSION On June 5, 1995, the City of Santa Ana and Delhi Center entered into an agreement for the design, construction and operation of a new Delhi Community Center and expanded Park site . The City of Santa Ana was successful in completing all design for the community center, soil remediation work and obtain funding from the State of California in the amount of $788, 000, Empowerment Zone Funding in the amount of $1, 997, 000 and City General Funds in the amount of $150 , 000 , totaling $2 , 935, 000 for the project . Page 83 25. K. C5383 Delhi Park Development Agreement and Appropriation Adjustment October 2 , 2000 Page 2 On December 15 , 1998, the California Youth Authority made grant funding available for the construction of youth centers to non-profit organizations . Delhi Center applied for the grant and was successful in securing $2 , 250 , 000 . The California Youth Authority Grant requires the grant recipient to own the building and own or retain a long-term lease on the property. Based on this requirement, the City Council on September 5, 2000 leased park property under the proposed Delhi Community Center to Delhi Center. The term of the lease is for 20 years, with two options for extension (20 year and 10 year) . Since the requirement of the California Youth Authority Grant has changed the terms of the community center ownership, from the City to Delhi Center, a new construction and funding agreement is required between both parties . The agreement will require the City to be the lead agent in the development of Delhi Community Center. Delhi Center will release the $2 , 250 , 000 California Youth Authority Grant to the City during the construction phase . Delhi Center will own, operate and maintain the Community Center and be responsible to provide all furnishing, equipment and supplies for the facility. The City will lease office space from Delhi Center for City staff to provide recreational programs in the park, in addition to having use of the 300 seat multi-purpose room, five times per year for City functions, at no additional cost . City will be responsible for all maintenance and programming of the park site . City Council is also being requested to approve an agreement with Nello Group, Inc . the amount of $4, 922 , 050 , to construct the 27, 000 sq. ft . Community Center improvements . On March 6, 2000 , the City Council awarded a Program Management contract with Nello Group, Inc . to perform pre-construction activities, including revisions to the existing construction documents, performing value engineering and setting a guaranteed maximum price (GMP) to fit within the available budget . The Nello Group has completed the value engineering and is prepared to enter into a guaranteed maximum price agreement . Staff recommends the award of the construction project to the Nello Group per attached Exhibit 1, which includes the project management for the construction phase . The program management in the construction phase includes the Nello Group bidding the construction trade work and constructing the project within the GMP . Bidding will be competitive and will be in accordance to public bidding requirements of the City of Santa Ana. Contractor anticipates beginning construction on November 2000 and completing the project by November 2001 . 25. K• Page 84 Delhi Park Development Agreement and Appropriation Adjustment October 2 , 2000 Page 3 ENVIRONMENTAL IMPACT On September 5, 2000, City Council adopted Mitigated Negative Declaration ER No. 00-05 for this project . FISCAL IMPACT The appropriation adjustment will enhance the Delhi Community Center Project Funding by allocating the California Youth Authority Grant funding in the amount of $2 , 250 , 000 in revenue account (account no 169- 01-5365) and appropriating the funds to expenditure account (account no . 169-345-6631) for Delhi Community Center. Funding for the Maximum Guaranteed Price Agreement with the Nello Group is available in the project budget . The City' s lease of office space and use of the multi- purpose room will be $30 , 000 per year, commencing upon occupancy of the facility. APPROVED AS TO FUNDS AND ACCOUNT: i°1—:-\ Cleveland Williams Rod R. Coloma Executive Director Executive Director Parks, Rec . & Comm. Svcs . Agency Finance & Management Svcs . Agency Ross ecutive Director Public Works Agency I:Ron\delhidevelopmentagree\ea Page 85 25. K. FUNDING ANALYSIS DELHI PARK AND COMMUNITY RECREATION CENTER Guaranteed Maximum Price (GMP) Construction Contract $4 , 361, 000 A Architectural, Engineering and Program Management (Pre-Construction And Construction Phases) $824 , 500 TOTAL GMP $5, 185 . 500 Construction Contract GMP $5, 185 , 500 Program Management Contract awarded on March 6 , 2000 (Pre-construction Phase) -$263 , 450 TOTAL CONSTRUCTION CONTRACT $4,922, 050 EXHIBIT 1 • 25. K. Page 86 REQUEST FOR APPROPRIATION ADM.-ST-VI-ENT Appropriation Adjustment No: 01 - C 13 Date: -- August 21,2000 Council Action /U— , -t9'e2Qp J Department: PARKS&RECREATION Approv•.• Yes 11111 o TYPE OF ADJUSTMENT of Funds(No Council Action Required) Clerk of the Council X , Transfer of Funds(Council Action Required) From: DELHI PARK IMPROVEMENT To: DELHI PARK IMPROVEMENT Fund-Activity-Account Amount Fund-Activity-Account Amount 169-01-5365 $ 2,250,000 169-345-6631 $ 2,250,000 • JUSTIFICATION FOR REQUEST: To-c-LZorcate,C ccliftyrniai Youth/Auth r ty grantfi;ctulinig,for Ve2 & Community C evlter a t 1V eZhv Pa& per a regiment lV eZh&Center. Ltt,t5t' ,47•%C' P. 1 I Department Head - APPROVED AS TO FUNDS AND ACCOUNTS: APPROVED: IDi 1e f ctor of Finance Date • ty Manager Date I PREPARATION: Submit original and two copies to Director of Finance,who will assign control number and forward the three copies to the the City Manager. City Manager will distribute copies showing designated action: ORIGINAL:Finance;DUPLICATE- department file; TRIPLICATE-City Manager. Prepare a fourth copy for the Clerk of the Council's file on requests ICI that need Council action. CS-386 / rue:an.xts 0 i 3