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HomeMy WebLinkAbout75A - PH RE AMEND DEV PYLON SIGNREQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: OCTOBER 17, 2017 TITLE: PUBLIC HEARING - ZONING ORDINANCE AMENDMENT NO. 2017-03 TO AMEND SPECIFIC DEVELOPMENT NO. 60 TO ALLOW A NEW 75 -FOOT TALL DOUBLE FACE DIGITAL ILLUMINATED PYLON SIGN AT THE SANTA ANA AUTO MALL LOCATED AT 1505 SOUTH AUTO MALL DRIVE — SCOTT HAMPTON, APPLICANT / APPROVE SALES TAX LOAN AGREEMENT BETWEEN CITY OF SANTA ANA AND SANTA AUTO MALL AUTO DEALERS ASSOCIATION; APPROVE PAYMENT TO EMI INC. FOR THE PURCHASE OF AN LED SIGN AT THE SANTA ANA AUTO MALL - (STRATEGIC PLAN NO. 3, 2) RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 161 Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER 1. Adopt an ordinance approving Zoning Ordinance Amendment No. 2017-03. 2. Authorize the City Manager and the Clerk of the Council to execute a Sales Tax Loan Agreement between the City of Santa Ana and the Santa Ana Auto Dealers Association LLC, subject to non -substantive changes approved by the City Manager and the City Attorney. 3. Approve the payment to EMI, Inc. for purchase and installation of an LED sign at the Santa Ana Auto Mall PLANNING COMMISSION ACTION At its regular meeting on September 25, 2017, the Planning Commission recommended that the City Council adopt an ordinance approving Zoning Ordinance Amendment No. 2017-03 to amend Specific Development No. 60 of the Santa Ana Municipal Code (SAMC) to allow a new 75 -foot tall double face digital illuminated pylon sign at the Santa Ana Auto Mall located at 1505 South Auto Mall Drive. The Planning Commission made no changes to the modifications outlined in the attached staff report (Exhibit A). 75A-1 Zoning Ordinance Amendment No. 2017-03 — Amend Specific Development No. 60 for Santa Ana Auto Mall Digital Sign October 17, 2017 Page 2 DESCRIPTION Scott Hampton, representing HSA LLC., is requesting approval to install a new 75 -foot tall double face digital illuminated pylon sign at the Santa Ana Auto Mall. The proposed code changes will allow installation of a more visible sign utilizing new L.E.D. technology. Currently, SD -60 standards allow a 70 -foot tall, 835 -square -foot, double -sided electronic reader board sign which was approved in April of 1994 and constructed shortly after. Since the date of construction of the existing pylon sign, competing auto malls have been approved with new full color digital electronic message display signs. To facilitate the new sign, modifications to the specific development zoning document are needed. The modifications would allow for an increase in total height of 75 feet and a maximum signable area of 1,200 square feet for the new sign. One additional change to the code will eliminate the option for individual dealerships to place a logo or name brand on the column of the sign. The new sign will help provide an enhanced method of business identification and advertising and will contribute to the community and the City by advertising the Auto Mall regionally. The Auto Mall recognizes that the current sign is obsolete in nature and allowing the new sign will help ensure that the Auto mall remains competitive to other automobile centers in the area. Full sized site plans are available for public viewing in the Clerk of the Council Office. Sales Tax Loan between the City of Santa Ana and Santa Ana Auto Mall Dealer's Association Exhibit C The City has maintained a long and successful relationship with the Santa Ana Auto Mall (Auto Mall) for almost forty years. During that time the Auto Mall has become a regional destination in purchasing and/or leasing vehicles. As a result of the successful business environment for the Auto Mall, it has been a high performing Sales Tax generator for the City. Since 2011, the Auto Mall has undergone extensive renovation of its facilities totaling approximately $66 million, which includes modernization of the various components of the existing dealers for consumers as well as expansion of its inventory base. Also it has attracted new franchises / dealers to the Auto Mall expanding their vehicle selection. This recent investment by the dealers has allowed the Auto Mall to remain competitive with other nearby dealers and has provided for future increase in the amount of vehicles to be sold/leased resulting in both higher revenue and greater sales tax for the City. Adoption of the ordinance and recommended actions will allow for the purchase and installation of the new sign. In order to continue leveraging its investment of its dealers, the Auto Mall has approached the City to assist with the Purchase of an Auto Mall Sign (Sign). The sign will be utilized as the primary advertising medium, for the Auto Mall, reaching approximately 250,000 vehicles a day traversing on the 55 freeway. The Sign will contain up -to date LED technology and disclose the various dealers in business at the Auto Mall along with the various incentives for prospective buyers. 75A-2 Zoning Ordinance Amendment No. 2017-03 — Amend Specific Development No. 60 for Santa Ana Auto Mall Digital Sign October 17, 2017 Page 3 The Sign is estimated to increase revenue for the Auto Mall which is projected to increase approximately 8% to 12% (Exhibit D) of Sales Tax for the City. A review of the previously completed five fiscal years disclosed the average sales tax received by the City (from the Auto Mall) is approximately $2.8 million. An analysis conducted by the Auto Mall anticipates the Loan to be repaid the City (General Fund) in approximately six years. The assistance requested by the Auto Mall is as follows: • Payment of the Sign - $1,032,948 • Term - 10 years • Payable - 50% increase in Sales Tax over Base Year • Base Year - Calendar Year 2016 • Other — Remaining loan balance will be repaid by the Auto Mall if increase in Sales Tax is not incurred As noted if the projected sales tax increase is not received by the City, the Auto Mall will be responsible for repaying the remaining loan balance at the end of the loan term including accrued interest. Funding of the Loan The Loan to the Auto Mall will be funded from the City's Operating Reserve which as of June 30, 2017 maintained a balance of $42,397,974. The funding of this loan will reduce the Operating Reserve to $41,364,446. When the repayment of the Loan occurs, via fifty percent of the sales tax received over and above the base year, the Operating Reserve will be increased by the amount of the repayment earned in the given year. Payment to EMI Siqns EMI (Electric Media, Inc.) is the vendor designated by the Auto Mall to demolish the existing sign; and install the new sign (see Exhibit E). The City's sole responsibility is to furnish payment on behalf of the Auto Mall. Subsequently the Auto Mall will be responsible for the operation, maintenance and liability of the Sign. As noted above, the Sign costs will be $1,032,948. In addition, Auto Mall has also agreed to provide the City access to sign for the purpose of marketing City sponsored events (e.g. Council or Commission or Special events). The programming would assist in increasing notification efforts to the public for City business and recreational events. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #3 - Economic Development, Objective #2 (create new opportunities for business/job growth and encourage private development through new General Plan and Zoning Ordinance policies). 75A-3 Zoning Ordinance Amendment No. 2017-03 — Amend Specific Development No. 60 for Santa Ana Auto Mall Digital Sign October 17, 2017 Page 4 FISCAL IMPACT There is no fiscal impact associated with this action regarding the Planning and Building activities. Sales Tax Loan Agreement A Receivable will be established in the General Fund Note Receivable account (01101001- 11465) in the amount of $1,032,948. Repayment will be made by offsetting Sales Tax received by the City which is fifty percent over the base year amount (noted above). Interest received / accrued annually will be recorded in Earnings on Investments account (01102002-58000). Payment to EMI. Inc. Funds will be appropriated from the General Fund Note Receivable account (01101001-11465) in the amount of $1,032,948 for the purchase and installation of the sign and funded via the City's General Fund Operating Reserve (fund balance). Candida Neal. AICP Acting Executive Director Planning & Building Agency IO:rb S:RFCA\10-17-17\ZOA2017-03.m APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance and Management Services Agency Exhibit: A. Planning Commission Staff Report B. Ordinance C. Sales Tax Agreement D. Auto Mall Deal Points E. EMI Signs Invoice 75A-4 REQUEST FOR Planning Commission Action PLANNING COMMISSION MEETING DATE: SEPTEMBER 25, 2017 TITLE: PUBLIC HEARING - FILED BY SCOTT HAMPTON FOR ZONING ORDINANCE AMENDMENT NO. 2017-03 TO AMEND SPECIFIC DEVELOPMENT NO. 60 TO ALLOW A NEW 75 -FOOT TALL DOUBLE FACE DIGITAL ILLUMINATED PYLON SIGN AT THE SANTA ANA AUTO MALL LOCATED AT 1505 SOUTH AUTO MALL DRIVE (STRATEGIC PLAN NO. 3,2) Prepared by Ivan Orozco. PLANNING COMMISSION SECRETARY APPROVED ❑ As Recommended ❑ As Amended ❑ Set Public Hearing For DENIED ❑ Applicant's Request ❑ 'Staff Recommendation CONTINUED TO Acting Executive hector Acting Planking Manager RECOMMENDED ACTION Recommend that the City Council adopt an ordinance approving Zoning Ordinance Amendment No. 2017=03 to revise Specific Development No. 60 of the Santa Ana Municipal' Code (SAMC). Executive Summary Scott Hampton, representing HSA LLC., is requesting approval to install a new 75 -foot tall double face digital illuminated pylon sign at the Santa Ana Auto Mall. The proposed code changes will allow installation of a more visible sign utilizing new L.E.D. technology. Staff is recommending approval of the request because the site meets all Santa Ana Municipal Code requirements and applicable development standards and because the site is located away from any sensitive land uses. Table 1: Proiect and Location Information Item Information Project Address 1505 South Auto Mall Drive Nearest Intersection Auto Mall Drive and East Edinger Avenue General Plan Designation Industrial (IND) Zonin Designation Specific Development SD No. 60/Santa Ana Auto Mall Surrounding Land Uses North Automobile Dealership and LOSSAN railroad corridor East Costa Mesa SR -55 Freeway South Automobile Dealership West Automobile Dealership Property Size 120,661 square feet 2.77 acres Existing Site Development The site contains an existing automobile dealership building. Use Permissions I Permitted b ri ht Zoning Code Sections Affected Use SD -60, Section No. 3 Signage Requirements I SD -60, Section No. 8 EXHIBIT A 75A-5 Zoning Ordinance Amendment,No. 2017-03. September 25, 2017 Page 2 Project Description Currently, SD=6'0 standards allow .a 707foot tall, 835-square7foot, double :sided: electronic reader, ,board sign. The applicanttis now proposing -to, remove the existing reader'board sign and construct' a new full-color double -sided, 75 -foot tall, 1,020 -square -foot LED sign.. As a result of the new .sign's larger size, .changes to.the'SD are needed that will allow the new sign to be constructed. Table 2: -Auto Mall Reader Board Sianaae Requirements Standards Required by current SD NoX0 Proposed by, amendrrieni to'SD'No.60 One electronic reader board sign One full color digital electronic message, Pylon Sign for. the Santa Ana Auto Mall shall display sign for the Santa Ana Auto Mall be,permitted along the Costa Mesa shall be permitted along the Costa Mesa (SR -55), Freeway. (SR -55) Freeway. Maximum Height of Pylon -Sin 70:Feet 75 Feet Square Footage of Sin Face 635 Square Feet U p to 1,200 Square Feet The copy area.for individual merchandise shall be limited to -either the registered logo or the Dealership Branding manufacturer's product name. Colors utilized shall 'be the To be deleted standard auto manufacturer's color mode, which is typically a shade of red,.blue or black: ProiectBackaround The Santa Ana Auto Mail is constantly striving to'be competitive with similar ,auto malls in the surrounding area, including those 'in Costa Mesa, Garden 'Grove, Tustin and Irvine. Over the years, .the majority of the dealerships within the auto mall have either expanded from their existing footprints or have remodeled their buildings, all in an effort to remain competitive. In April 1964, the City of Santa Ana approved a proposal to construct a 70-f6ot high electronic reader board designed to, be used for advertising for the existing automobile dealerships. Since the date of construction of the existing pylon sign, competing auto malls have been approved with new full color,digital electronic message display signs. The Auto Mall originally approached the City approximately two years .ago with a similar proposal, but the City never received a formal application. The ownership's association is now requesting that the City partner with them in the construction of a new full color digital electronic message display:sign. To facilitate the new sign, modifications to the specific development -zoning document are needed. 75A-6 Zoning .Ordinance Amendinent.No: 2017-03 September 25, 2017 Page 3 Table 3: Project Analysis Issue or Topic Analysis CEQA The proposed sign conforms to all'the conditions and provisions of the Categorical Exemption Section ]5311 electronic message display section of the Santa Ana Municipal Code Existing Facilities ER No. 2017-107 (Sec. 41-885). These standards are designed to minimize light intrusion Conformity to development into any surrounding periods and require that brightness be automatically standards for digital signs. adjusted depending on weather and ambient light conditions. Additionally, location. As the new sign will only be a replacement and is part of a larger auto mall the proposed sign, the subject property, and corresponding structures will development and no other building expansion being proposed, this accessory be in compliance with all applicable development standards in SD -60.. structure will not result in a substantive change to the site. The sign will not be detrimental to persons residing or working in the Strategic Plan Ali ninerit area as it is located within an area of the City that is predominantly Proximity to Sensitive Land Uses commercial in nature with no sensitive land uses located nearby. In Development) Objective No. 2 of creating new opportunities for business/job growth addition, the SR -55 freeway provides a buffer between the project site and encourage private development through new General Plan and Zoning and residential uses in Tustin. Ordinance policies.. The new sign will help provide an enhanced method of business identification and advertising and will contribute to the community and the City by advertising the Auto Mall regionally. The.Auto Mall Significant Impacts to Project Site recognizes that the current sign is obsolete in nature and allowing the new.sign will help ensure that the Auto mall remains competitive to, other automobile centers in the area. Since the sign is a.replacement of an existing pylon sign no negative impacts will occur to the project site. Staff has analyzed the applicant's request and has worked closely with the firm contracted to construct the sign to ensure that its design and architectural style match the modern, high-tech industrial architecture required for all structures in the Santa Ana Auto Mall. In addition, modifications to SD -60 require -the proposed sign will allow the City to enter into an agreement with the. Auto Mall association for revenue sharing. This agreement, part of a separate effort led by the Community Development Agency, will provide enhanced revenues to:the City while providing new signage and advertising options to the Auto Mali through the digital sign. Table 4: CEQA. Strategic Plan Alianment and Public Notification & Community Outreach CEQA, Strategic Plan Alignment,�and-Public Notification & Cibirnmuhity Outreach CEQA CEQA'Type Categorical Exemption Section ]5311 Document Type Existing Facilities ER No. 2017-107 Class 11 exemptions apply to accessory structures. The proposed sign is a replacement of an existing pylon sign which is located 10 feetsouth of the proposed Reason(s) location. As the new sign will only be a replacement and is part of a larger auto mall Exempt or Analysis development and no other building expansion being proposed, this accessory structure will not result in a substantive change to the site. Strategic Plan Ali ninerit Approval of this item supports the City's efforts to meet Goal No.3 (Economic Goal(s) and Development) Objective No. 2 of creating new opportunities for business/job growth Policy(s). and encourage private development through new General Plan and Zoning Ordinance policies.. 75A-7 Zoning Ordinance Amendment No. 2017-03 .September 25, 2017 Page 4 Public Notification & Community Outreach A public noticed was posted on the project site on September 15, 2017. Required Measures Notification by mail was mailed to allproperty owners and occupants within 500 feet of the pLoject site on September 15; 2017. Newspaper posting was published in the Orange County Reporter on September 15, 2017. Conclusion The proposed action would amend Specific Development (SD) No. 60. Based 'on the analysis provided within this report, staff recommends that the Planning Commission recommend that the City Council approve Zoning Ordinance Amendment. No. 2017-03. Assistant Planner.I IO.jm M:1PlanningCommission11505AutoMall MA2017-03.pc Exhibits 1. Vicinity Zoning and Aerial View 2. Site Plan 3. Site Photo 4. Sign Elevations 5. Ordinance 75A-8 9/13/2017 ZOA-2017-03 1505 South Auto Mall Drive ti, I 'rw flvi� � SD50 j (, �O 4 'SDo'l7 J � i I f TIME I,I I / � yaq{I e �._ 0 _ 's! ~-e, nd Santa Ana Bouary 1° — — •} - 1250 feet A a r r } N Exhibit 1 <t: F�a�ipl - m ?m❑ nmirai Man prnAnrtc. An dmnr� r ,, ,r n. http://maps.digitalmapcentral-com/productioNDashboardIB/6/5/releasl' Im(IopIKRI mmands/printthtmlprinUPdnlPreview.html# 1f1 ZOA NO. 2017-03 AMENDEMENTTO SPECIFIC DEVELOPMENT NO. 60 1505 SOUTH AUTO MALL DRIVE EXHIBIT 2 75A-10 ZOA NO. 2017-03 AMENDEMENTTO SPECIFIC DEVELOPMENT NO. 60 1505 SOUTH AUTO MALL DRIVE EXHIBIT 3 75A-11 ZOA NO. 2017-03 AMENDEMENTTO SPECIFIC DEVELOPMENT NO. 60 1505 SOUTH AUTO MALL DRIVE EXHIBIT 4 75A-12 LS 9.25.17 'ORDINANCE NO. NS -XXX AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING AN AMENDMENT TO PROVISIONS OF SPECIFIC DEVELOPMENT (SD) NO. 60; PERTAINING TO- THE SANTA ANA AUTO MALL, RELATING TO THE SIGNAGE REQUIREMENTS THE CITY .COUNCIL OF THE CITY OF -SANTA ANA DOES ORDAIN•.AS' FOLLOWS: Section 1. The. City Council'of the City of Santa Ana hereby finds,.determines and declares as follows; A. 'In a continuing effort to establish high-quality development standards and to create a user friendly environment for the business community within the city, the applicant is requesting that the existing signage requirements for Specific Deyelopment (SD.)'No. 60 be revised in order to construct a new. 75.400t'tall full color electronic digital message board.. B. After a :thorough analysis of the signage code requirements for Specific Development (SD) No. 60, -specifically Section 8(A) of the zoning document, staff identified the applicant's request to revise the allowed signage type, .the maximum allowed height and maximum allowed sign face square footage for a- pylon sign dedicated to the Santa 'Ana Auto Mall development site. The proposed changes to the allowed signage requirements'for a pylon sign enable the City to•implement a regulatory framework that both ,protects the health; safety, -and welfare of the city and offers alternative forms of business growth ,and identification for business operators and developers. Staff analyzed several projects with similar characteristics including physical construction of large pylon signs in ;automobile dealerships or other commercial uses that have already provided signage of this extent. In addition to allowing a taller and larger• pylon sign, the applicant has also requested that the construction of the sign•allow for a full color digital electronic message display sign. By making this change, staff guarantees that the. proposed sign will meet all applicable development standards set forth in the Specific' Development No. 60. C. Section 8 of'Specific Development (SD) No. 60 describes,all'signage types allowed and addresses the signage requirements for each type of sign. Currently the :applicant is only requesting :to modify Section 8(A)(1) through Section 8(A)(4) which state that a proposed: electronic reader board pylon. sign can have a maximum height' of 70 feet and a maximum face area square footage of 835 square feet. The applicant has requested that signage requirements foe a pylon.'sign consider the 'installation of an electronic full Ordinance No. NS -XXX EXHIBIT 5 Page 1 of 4 75A-13 color digital electronic message display sign and be allowed a maximum height of 75 feet With the face area square footage maximum allowed being 1,200 square feet, In an effort to provide a modern approach to signage and considering the recent remodeling of the majority, of automobile dealerships within the Santa Ana Auto Mall, staff has also revised .Section. 8(A)('4) to be removed in its entirety. The last sub -section allowed for individual dealerships to place, a 'logo or manufacturer's product Ihame on the solid ,portion of the pylon structure. The determination was made to remove such sub -section in order to guarantee that a clean, sleek, and full color digital electronic message display sign will complete the look forthe Auto Mall that provides an industrial modem style.. D. On September 25, 2017 the Planning Commission held a.duly noticed public hearing on Zoning Ordinance Amendment 2017=03. E. The City Council has held,a noticed.pub_lic hearing on this Ordinance and -has, considered all,testimony. presented ,thereto:. 'THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES HEREBY ORDAIN AS FOLLOWS: Section 2: In orderto implement a regulatory framework that both protects the health, safety, and welfare of, the :city and promotes business growth .for business operators and developers, Section 8 of the Specific Development {SD) No. '60 is hereby. amended such, that if reads as follows: Section 8. Signage Requirements. A. Electronic ReadeF139ard P Ion Sign., 1. One full, color digital electronic message disrilav sign fob the- Santa Ana Auto Mail shall be permitted along the Newooit-Costa Mesa Freeway (SR -55): The sign shall be located on parcel 6 or parcel' 7 per Exhibit A. 2. The maximum' height of the reader board sign shall be 7,0-75: feet in height: 3. The maximurri,square footage.of'the digital sign face shall be up Lo #M 1,200 square feet. 4. The dee ei:th ,, f indiv6d, l a I mepGhandise e'ihqF the registeFeclegvvrch?Tmarnxruvcar`e-i'$ PFEA ,nom I }•I' - :t Rhall h th a bl�l��,.,,.,��I���^I' - , luCor'bla slt. ordinance _No.'NS-XXX Page 2 of 4 75A-14 Section 3. in accordance with the. California Environmental Quality Act (CEQA) the recommended action is .exempt from CEQA per -section 15311. This exemption applies to accessory strictures. The proposed sign ,is a direct replacement of an -existing pylon sign which is located just ten feet south of the proposed location. As the new sign will only be a. replacement and is.part of a larger,auto mall development with no other building expansion being proposed, this accessory'structure will not result in a substantive change to the site. Categorical'Ekemption'No. ER 2017-107 will be filed for this project. Section 4. If any section, subsection, sentence, clause, phrase.ocportion of this ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of ;the remaining portions of this ordinance: The City'Council of the City. of Santa Ana hereby: declares that it would 'have adopted this ordinance and each section, ;subsection; 'sentence, clause pb ase, or :portion thereof .irrespective ;of the, fact'that_any one or more sections, subsections, sentences, clauses, ,phrases, or portions, be declared invalid or unconstitutional. ADOPTED this ;day•of APPROVED AS TO FORM:. Sonia R. Carvalho City -Attorney By: Lisa Storck. Assistant City -Attorney AYES: NOES: ABSTAIN:' NOT PRESENT: Couricilmernbers Councilmembeh§ Councilmembers -Councilmembers 2017. Miguel A: Pulido Mayor 75A-15 'Ordinance No. NS -XXX 'Page 3 of 4, CERTIFICATE .OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify that the attached Ordinance No. NS -XXX .to be the original ordinance adopted by the City Council of the City of Santa Ana on. and that said ordinance,_was published in accordance with the Charter of the City of Santa Ana. Date: Clerk of the Council :City of Santa Ana Ordinance No. NS -XXX. Page.4 of 4 75A-16 LS 9.25.17 ORDINANCE NO. NS -XXX AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING AN AMENDMENT TO PROVISIONS OF SPECIFIC DEVELOPMENT (SD) NO. 60, PERTAINING TO THE SANTA ANA AUTO MALL RELATING TO THE SIGNAGE REQUIREMENTS THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES ORDAIN AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. In a continuing effort to establish high-quality development standards and to create a user friendly environment for the business community within the city, the applicant is requesting that the existing signage requirements for Specific Development (SD) No. 60 be revised in order to construct a new 75 -foot tall full color electronic digital message board. B. After a thorough analysis of the signage code requirements for Specific Development (SD) No. 60, specifically Section 8(A) of the zoning document, staff identified the applicant's request to revise the allowed signage type, the maximum allowed height and maximum allowed sign face square footage for a pylon sign dedicated to the Santa Ana Auto Mall development site. The proposed changes to the allowed signage requirements for a pylon sign enable the City to implement a regulatory framework that both protects the health, safety, and welfare of the city and offers alternative forms of business growth and identification for business operators and developers. Staff analyzed several projects with similar characteristics including physical construction of large pylon signs in automobile dealerships or other commercial uses that have already provided signage of this extent. In addition to allowing a taller and larger pylon sign, the applicant has also requested that the construction of the sign allow for a full color digital electronic message display sign. By making this change, staff guarantees that the proposed sign will meet all applicable development standards set forth in the Specific Development No. 60. C. Section 8 of Specific Development (SD) No. 60 describes all signage types allowed and addresses the signage requirements for each type of sign. Currently the applicant is only requesting to modify Section 8(A)(1) through Section 8(A)(4) which state that a proposed electronic reader board pylon sign can have a maximum height of 70 feet and a maximum face area square footage of 835 square feet. The applicant has requested that signage requirements for a pylon sign consider the installation of an electronic full Ordinance No. NS -XXX Page 1 of 4 Exhibit B 75A-17 color digital electronic message display sign and be allowed a maximum height of 75 feet with the face area square footage maximum allowed being 1,200 square feet. In an effort to provide a modern approach to signage and considering the recent remodeling of the majority of automobile dealerships within the Santa Ana Auto Mall, staff has also revised Section 8(A)(4) to be removed in its entirety. The last sub -section allowed for individual dealerships to place a logo or manufacturer's product name on the solid portion of the pylon structure. The determination was made to remove such sub -section in order to guarantee that a clean, sleek, and full color digital electronic message display sign will complete the look for the Auto Mall that provides an industrial modern style. D. On September 25, 2017 the Planning Commission held a duly noticed public hearing on Zoning Ordinance Amendment 2017-03. E. The City Council has held a noticed public hearing on this Ordinance and has considered all testimony presented thereto. THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES HEREBY ORDAIN AS FOLLOWS: Section 2: In order to implement a regulatory framework that both protects the health, safety, and welfare of the city and promotes business growth for business operators and developers, Section 8 of the Specific Development (SD) No. 60 is hereby amended such that it reads as follows: Section 8. Signage Requirements. A. Electronic Reader Beard Pylon Sign. 1. One full color digital electronic message display sign for the Santa Ana Auto Mall shall be permitted along the Newport -Costa Mesa Freeway (SR -55). The sign shall be located on parcel 6 or parcel 7 per Exhibit A. 2. The maximum height of the reader board sign shall be 7475 feet in height. 3. The maximum square footage of the digital sign face shall be up Lo 835 1.200 square feet. 4. limiter to either th"a+ d !ego or the rnaF;UfaGt' r .4ad r RaFne. Colors utilized shall be the stand -A.4 t blue erblaelE. Ordinance No. NS -XXX Page 2 of 4 75A-18 Section 3. In accordance with the California Environmental Quality Act (CEQA) the recommended action is exempt from CEQA per Section 15311. This exemption applies to accessory structures. The proposed sign is a direct replacement of an existing pylon sign which is located just ten feet south of the proposed location. As the new sign will only be a replacement and is part of a larger auto mall development with no other building expansion being proposed, this accessory structure will not result in a substantive change to the site. Categorical Exemption No. ER 2017-107 will be filed for this project. Section 4. If any section, subsection, sentence, clause, phrase or portion of this ordinance is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this ordinance. The City Council of the City of Santa Ana hereby declares that it would have adopted this ordinance and each section, subsection, sentence, clause phrase or portion thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses, phrases, or portions be declared invalid or unconstitutional. ADOPTED this day of 2017. Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: C�' ` Lisa Storck Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers Ordinance No. NS -XXX Page 3 of 4 75A-19 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Clerk of the Council, do hereby attest to and certify that the attached Ordinance No. NS -XXX to be the original ordinance adopted by the City Council of the City of Santa Ana on , and that said ordinance was published in accordance with the Charter of the City of Santa Ana. Date: Clerk of the Council City of Santa Ana Ordinance No. NS -XXX Page 4 of 4 75A-20 EXHIBIT C SALES TAX LOAN AGREEMENT This SALES TAX LOAN AGREEMENT ("Agreement") is made and entered into this — day of October, 2017, by and between the Santa Ana Auto Mall Dealers Association, LLC, a California limited liability company ("Auto Mall"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. Sales tax assistance is an economic development tool used to encourage the development or upgrade of businesses that create additional sales tax for a City. The purpose of this Agreement is to help pay the costs of installing a new 75 -foot tall double face digital illuminated pylon sign at the Santa Ana Auto Mall located at 1505 South Auto Mall Drive. B. The City has maintained a long and successful relationship with the Auto Mall for approximately 40 years. During that time the Auto Mall has become a regional destination in purchasing and/or leasing vehicles. As a result of the successful business environment for the Auto Mall, it has been a high performing Sales Tax generator for the City. C. During the past five years, the Auto Mall has undergone extensive renovation of its facilities, which include modernization of the various components of the existing dealers for consumers as well as expansion of its inventory base. Also it has attracted new franchises / dealers to the Auto Mall expanding their vehicle selection. This recent investment has allowed the Auto Mall to remain competitive with other nearby dealers and has provided for future increase in the amount of vehicles to be sold/leased resulting in both higher revenue and greater sales tax for the City. D. In order to continue leveraging the investment of its dealers, the Auto Mall approached the City to assist with the purchase and installation of a new double face digital illuminated pylon sign at the Santa Ana Auto Mall ("Sign"). The Sign will have a total height of 75 feet and a maximum signable area of 1,200 square feet. The Sign will contain up -to date LED technology and disclose the various dealers in business at the Auto Mall along with the various incentives for prospective buyers. A true and correct copy of Auto Mall's initial request letter to the City is attached hereto as Exhibit A and incorporated herein by reference. E. The Sign will be utilized as the primary advertising medium for the Auto Mall, reaching approximately 250,000 vehicles a day traversing on the 55 freeway. The Sign will help provide an enhanced method of business identification and advertising and will contribute to the community and the City by advertising the Auto Mall regionally. The Auto Mall recognizes that the current sign is obsolete in nature and the new Sign will help ensure that the Auto Mall remains competitive to other automobile centers in the area. F. Electric Media, Inc. ("EMI") is the vendor designated by the Auto Mall to demolish the existing sign, and install the new Sign. The City's sole responsibility as part of this Agreement is to furnish payment to EMI on behalf of the Auto Mall. Subsequently, the Auto Mall will be responsible for the operation, maintenance and liability of the Sign. The total Sign costs will be $1,032,948.00. A true and correct copy of EMI's purchase order is attached herewith as Exhibit B and incorporated herein by reference. 75A-21 G. The Auto Mall will be responsible for repaying the Loan Amount to the City over 10 years. Each year the Auto Mall will receive credit for 50% of the new sales tax revenue generated to the City over the base year (calendar year 2016), which will be applied as a yearly repayment of the Loan Amount. At the end of 10 years of Loan Repayments, the remaining Loan Amount, if any, will be due and payable by the Auto Mall to the City. H. Additionally, the Auto Mall has agreed to provide the City access to space on the Sign for the purpose of marketing City sponsored events (e.g. Council or Commission or Special events). The programming would assist in increasing notification efforts of the public for City business and recreational events. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: DEFINED TERMS. The following terms when used in this Agreement shall have the meanings set forth below: "Base Year" shall mean January 1, 2016, through December 31, 2016. "Commencement Date" shall mean the date on which EMI completes the Sign installation, as set forth in a written notice from Auto Mall to the City. The parties anticipate that such work will take approximately 90-120 days to complete. "Contract Year" shall mean the period from January 1 to December 31 during each year of the Operating Period. For the purposes of this Agreement, the first Contract Year ends on December 31, 2018. "Covered Parties" shall mean the City and -its elected and appointed boards, members, officials, officers, agents, representatives, employees and volunteers. "Effective Date" shall mean the date first written on page 1 of this Agreement. "Loan Amount" shall mean the amount paid by the City to EMI, on behalf of the Auto Mall, for the delivery and installation of a new 75 -foot tall double face digital illuminated pylon Sign at the Santa Ana Auto Mall, which shall not exceed $1,032,948.00, pursuant to the terms of the EMI purchase order attached hereto as Exhibit B, plus an interest rate of 0.92%, which is the California Local Agency Investment Fund ("LAIF") rate of return as of June 30, 2017. The interest rate (0.92%) will be applied to the remaining loan balance after the annual repayment on an annual basis. "Loan Repayment" shall mean the amounts to be credited by the City to the Auto Mall for repayment of the Loan Amount. The credit shall be calculated as 50% of the new sales tax revenue generated to the City by the Auto Mall over the base year. The base year shall be calendar year 2016, in which the City received $2,483,889.00 in sales tax revenue from the Auto Mall. The credits shall continue for 10 years from calendar year 2018 through calendar year 2027. At the end of the 10 years, the Auto Mall shall be responsible for payment of any remaining Loan Amount and accrued interest, if any, to the City. "Operating Period" shall mean the period commencing as of the Commencement Date, and continuing until and expiring after ten (10) years. 2 75A-22 "Required Operations" shall collectively refer to the following on and with respect to Auto Mall dealerships conducting its automotive retail sales and service operations in the City: (i) Auto Mall dealerships retaining and continuing to own or lease sufficient facilities in the City to allow the automotive retail sales and service operations to be conducted; (ii) Auto Mall dealerships' operation of the automotive retail sales and service operations within the corporate boundaries of the City; and (iii) Auto Mall dealerships not transferring or otherwise relocating the automotive retail sales or service operations as reported to the State Board of Equalization to another facility or location outside of the City. "Sales Tax(es)" means that portion of taxes that is allocated, paid to, and actually received by City from the imposition of the Bradley -Burns Uniform Sales and Use Tax law (commencing with Section 7200 of the California Revenue and Taxation Code), or any successor law thereto, arising from all taxable sales transactions, occurring from Required Operations conducted by Auto Mall dealerships within the City during the Operating Period. "Sales Tax" shall not include sales tax revenues that are provided to a city based upon a special election and are limited to be used for a specified governmental function or functions. "Sales Tax Reports" shall include, for each Contract Year: (i) a statement identifying the amount of Sales Tax paid by Auto Mall dealerships from Required Operations within the City during the Contract Year; and, (ii) copies of all statements and reports filed with the State Board of Equalization. 2.1 Loan Amount. On behalf of the Auto Mall, the City shall make payment to EMI in an amount not to exceed $1,032,948.00 ("Loan Amount") for the delivery and installation of a new 75 -foot tall double face digital illuminated pylon Sign at the Santa Ana Auto Mall, including the demolition and removal of the old sign, pursuant to the terms of the EMI purchase order attached hereto as Exhibit B. The City shall not be responsible for any other payments, expenses, or change orders beyond the Loan Amount. 2.1.1 Interest Rate. The Loan Amount shall include an interest rate of 0.92%, which is the California Local Agency Investment Fund ("LAIF") rate of return as of June 30, 2017. 2.2 Reoavment of Loan Amount to Cl 2.2.1 Calculation of Auto Mall Consideration. The Auto Mall will be responsible for repaying the Loan Amount, including interest, to the City. Each Contract Year the Auto Mall will receive Loan Repayment credit for 50% of the new sales tax revenue generated to the City over the base year, which will be applied as a yearly repayment of the Loan Amount. The base year shall be calendar year 2016, in which the City received two -million, four -hundred and eighty-three thousand, and eight -hundred and eighty-nine dollars ($2,483,889.00) in sales tax revenue from the Auto Mall. At the end of 10 Contract Years of repayments, commencing with calendar year 2018 and continuing through calendar year 2027, the remaining Loan Amount not covered by the Loan Repayments, if any, will be due and payable by the Auto Mall to the City. 2.2.1.1 Subject to Paragraph 2.1.1.2 below, for Required Operations conducted by Auto Mall dealerships in the Operating Period, the Auto Mall shall receive Loan Repayment credit toward the Loan Amount based on the actual net amount of Sales Tax directly received by the City from the State Board of Equalization during that Contract Year. 75A3 23 Subject to the terms of Section 2.1.2, the Loan Repayments for each Contract Year shall be applied to Loan Amount in a single calculation within ninety (90) days following the end of that Contract Year. 2.2.1.2 Loan Repayments shall be applied to the Loan Amount from any source of funds legally available to City. In this regard, it is understood and agreed that the Sales Tax from the Auto Mall's Required Operations in the City is being used merely as a measure of the amount of Loan Repayments that are periodically applied by the City to the Loan Amount, and that City does not and legally cannot pledge any portion of that Sales Tax to Auto Mall, 2.2,1.3 Once the City receives the sales tax from the Auto Mall, the entire amount of the sales tax revenue will remain with the City. No sales tax will be paid or credited back to the Auto Mall from the City as part of this Agreement. 2.2.1.4 City shall analyze the Loan Repayments after five (5) years, in October of 2022, and return to the City Council to provide an update on the sufficiency of the Loan Repayments and the remainder of the Loan Amount. 2.2.2 Repayment Procedure. 2.2.2.1 After the end of each Contract Year, and no later than one hundred and twenty (120) days after the Auto Mall dealerships' payment of the Sales Tax to the State Board of Equalization for that Contract Year, Auto Mall shall submit to City the Sales Tax Reports for the preceding Contract Year and a written request for application of the Loan Repayment amount for said Calendar Year to the Loan Amount. Any delay shall not constitute either a breach of this Agreement or a waiver of Auto Mall's right to receive Loan Repayment credit under this Agreement, but may result in a delay in the City's application of the Loan Repayment to the extent that such delay by Auto Mall causes the City to be unable to meet its obligations in a timely manner. 2.2.2.2 Calculation of the Loan Repayment amount determined by City to be credited to Auto Mall for each Contract Year shall be made by City within ninety (90) days after the later of the following: (i) Auto Mall's submission of its completed Loan Repayment request; and (ii) City's verification, based upon corroborating information provided to City by either the State Board of Equalization and/or a sales tax consultant retained by City, that City has received the Sales Tax attributable to sales from all Required Operations within the City for the applicable Contract Year. Any disapproval by City of an Auto Mall Loan Repayment request shall state in writing the reasons for disapproval and shall be provided to Auto Mall within fifteen (15) days after City has received information necessary to make the determination that the Loan Repayment request cannot be approved. City agrees to expeditiously process Auto Mall's requests for Loan Repayment. Auto Mall expressly understands that nothing contained in this Agreement shall obligate or otherwise commit City to apply the Loan Repayment for a Contract Year unless and until City receives reasonably satisfactory verification that City has received the Sales Tax attributable to sales from the Required Operations in the City for that Contract Year. 2.2.2.3 In the event that the State Board of Equalization conducts a review or audit of Auto Mall's Required Operations or Sales Tax payments during the Operating Period that results in an actual and final loss or reduction of monies that City has already applied to the Loan Repayment for one or more Contract Years, or in the event that Auto Mall amends any sales tax returns that causes a reduction in the Sales Tax due to the City for one or more Contract Years, the City shall recalculate the Loan Repayment accordingly. In the event that the 75A-24 State Board of Equalization conducts a review or audit of Auto Mall's Required Operations or Sales Tax payments during the Operating Period that results in an increase of Sales Tax that Auto Mall must pay for one or more Contract Years, or in the event that Auto Mall amends any sales tax returns that causes an increase in the Sales Tax due for one of more Contract Years, Auto Mall shall inform the City and the City shall commensurately increase the Loan Repayment credited to Auto Mall. The provisions of this paragraph shall survive the termination of this Agreement. 2.2.2.4 The parties acknowledge that certain payments of Sales Tax received by City may be based on estimates and that such amounts will be periodically reduced or increased by the State Board of Equalization to reflect the actual amount of Sales Tax owed to City. The Loan Repayments shall be adjusted accordingly as necessary to conform to such reconciliations. The adjustment shall be made within sixty (60) days through any necessary recalculation. Within thirty (30) days of a written request by Auto Mall, the City shall provide Auto Mall with documentation to substantiate the adjustment of the Loan Repayment(s). 2.2.2.5 Within ninety (90) days following the end of each Contract Year, the City may conduct an accounting of all of Auto Mall's Sales Tax Reports and Sales Tax payments during the immediately preceding Contract Year, and the amount of the Loan Repayments applied to Auto Mall during that immediately preceding calendar year. However, the City may also conduct such an accounting at any time by giving thirty (30) days written notice in the event that facts or circumstances arise, such as change in operations, change of ownership or business entity status, which can impact the method or amount of Auto Mall's Sales Tax Reporting or Payments. The City shall provide Auto Mall a copy of that accounting and reconciliation upon its completion. In the event that the accounting and reconciliation identifies a disparity between the Required Operations, Auto Mall's Sales Tax payments, or Loan Repayments during that immediately preceding calendar year, appropriate adjustments shall be made within sixty (60) days. 2.2.3 No Acceleration. It is acknowledged by the parties that any Loan Repayments by City provided for in this Agreement may only be applied for those periods in which City receives the performance of Auto Mall pursuant to this Agreement. Therefore, the failure of City to apply any Loan Repayments or the failure by City to perform any of its other obligations hereunder shall not cause the acceleration of any anticipated future Loan Repayments by City. 2.3 Conditions Precedent to City's Obligations. City's obligation to perform hereunder, including without limitation its obligation to apply the Loan Repayment pursuant to Section 2.1 of this Agreement, shall be contingent and conditional upon Auto Mall's full and satisfactory performance of its obligations set forth in this Agreement. Notwithstanding the foregoing, any delay by Auto Mall in sending reports or other information to the City, or the existence of inadvertent errors in reports or information sent by Auto Mall to the City, shall not constitute either a breach of this Agreement or a waiver of Auto Mall's right to receive credit for the Loan Repayments under this Agreement. However, such delay or error by Auto Mall may result in a delay in the City s calculation of Loan Repayments to the extent that such delay or error by Auto Mall causes the City to be unable to meet its obligations on a timely basis. 2.4 Disclosure of Payments. Auto Mall agrees that the calculation of Loan Repayments and the amounts thereof do not constitute a violation of Revenue and Taxation Code Section 7056 or any other provision of law pertaining to the disclosure of sales tax information, shall be a matter of public record, may be disclosed to any person, and may be included on the 75A525 City's warrant register. Auto Mall waives any law that is contrary to any of the agreements in this Section 2.4. 2.5 City Facilitation of Site Improvements. The City shall take commercially reasonable steps to expedite the review and processing of building permits, certificates of occupancy and final instruction, and other permits, approvals and entitlements needed by Auto Mall in connection with the installation of the Sign. 3. AUTO MALL OBLIGATIONS. 3.1 Operating Agreement; Continuous Operation. The Auto Mall hereby covenants and agrees to continuously conduct or cause to be conducted Required Operations within the City during the entire Operating Period. Such continuous operations shall be subject to the force majeure provisions of Section 5.11 hereof. 3.2 Maximization of Sales Tax. At all times during the Operating Period, the Auto Mall shall designate Its dealerships and sales offices in the City as the point of sale for sales and use tax purposes in all automotive retail sales and service operations that originate from within the City. 3.3 Payment of Taxes. The Auto Mall dealers shall pay or cause to be paid any and all taxes applicable to or arising out of the lease, operation and/or use of its dealerships and sales offices in the City, including, without limitation, all taxes attributable to sales occurring at such offices, except that the Auto Mall dealers retain the right to protest and contest County of Orange decisions related to the value of its interest in any property or leasehold. The Auto Mall dealers shall make or cause to be made timely sales and use tax payments to the State Board of Equalization, except that the Auto Mall dealers retain the right to protest and contest State Board of Equalization assessments or decisions that it believes to be erroneous. 3.4 Compliance with Laws. Subject to the Auto Mall dealers' right to contest same, the Auto Mall dealers shall conduct or cause to be conducted all activities within the City and shall perform its obligations under this Agreement in conformity with all applicable federal, state, and local laws, ordinances, and regulations. Nothing in this Agreement is a representation orwarranty by City that any construction work performed by EMI within the City on or after the date of this Agreement is not a public work as defined in Labor Code Sections 1720, et seq., including but not limited to Sections 1771 and 1781. 3.5 Ownership of Sign. The Auto Mall shall own and take full responsibility for the operation and maintenance of the Sign. 3.6 City Time on Sign. The Auto Mall shall provide the City access to digital space on the Sign for the purpose of marketing City sponsored events (e.g. Council or Commission or Special events). The Auto Mall shall dedicate 10% of its advertising time on the Sign (e.g. six minutes per hour) to City sponsored events provided by the City. The provisions of this paragraph shall survive the termination of this Agreement. 4. TERM. 4.1 This Agreement shall commence on the Commencement Date and terminate on March 31, 2028, unless terminated earlier in accordance with Section 5, below. The Term of this Agreement may be extended upon a writing executed by the City Manager and the City Attorney. 75A-26 5. TERMINATION RIGHTS 5.1 City Termination Rights. Subject to the force majeure provisions of Section 5.11 below, City shall have the right to terminate this Agreement if, following the Commencement Date, Required Operations are not conducted within the City for a period of ninety (90) consecutive days. If the City terminates the Agreement pursuant to these terms, any remaining balance of the Loan Amount and accrued interest shall be immediately due and payable from the Auto Mall to the City. 5.2 Auto Mall Termination Rights. Auto Mall may terminate this Agreement for any reason, or no reason, upon one hundred and eighty (180) days written notice to the City, at which point, any remaining balance of the Loan Amount and accrued interest shall be immediately due and payable from the Auto Mall to the City. 5.3 Mutual Termination Rights. City makes no representation or warranty to Auto Mall as to the legality of the Loan Repayments or the City's authority to make such Loan Repayments. In the event that a final, non -appealable judgment or decree is rendered against City invalidating its Loan Repayment obligations set forth in this Agreement, either City or Auto Mall may terminate this Agreement by delivery of written notice of termination to the other party, and any remaining balance of the Loan Amount and accrued interest shall be immediately due and payable from the Auto Mall to the City. GENERAL PROVISIONS. 6.1 Incorporation of Recitals. The recitals to this Agreement are deemed by the parties to be true and correct and are hereby incorporated into the Agreement by this reference. 6.2 Entire Agreement, and Amendments. This Agreement incorporates all of the terms and conditions mentioned herein, or incidental hereto, and supersedes all negotiations and previous agreements between the parties with respect to the subject matter hereof. Any amendment or modification to this Agreement must be in writing and executed by Auto Mall and City. 6.3 Limitations on City's Liability. Auto Mall acknowledges and agrees that: 6.3.1 The relationship between Auto Mall and City pursuant to this Agreement is and shall remain solely that of contracting parties, and City neither undertakes nor assumes any responsibility pursuant to this Agreement to review, inspect, supervise, approve, or inform Auto Mall of any matter in connection with this Agreement or the Required Operations; 6.3.2 City shall not be directly or indirectly liable or responsible for any loss or injury of any kind to any person or property, except to the extent proximately caused by City's active negligence or intentional misconduct, resulting or in any way arising from: (a) any defect in any building, grading, landscaping, or other onsite or offsite improvement; (b) any act or omission of Auto Mall or any of Auto Mall's agents, employees, independent contractors, licensees, sub lessees or invitees; or (c) any accident at the Auto Mall facility, or any fire or other casualty or hazard thereon; and 6.3.3 By accepting or approving anything required to be performed or given to City under this Agreement, City shall not be deemed to have warranted or represented 75A-27 the sufficiency or legal effect of the same, and no such acceptance or approval shall constitute a warranty or representation by City to anyone. 6.4 Interpretation: Governing Law: Venue. This Agreement shall be construed according to its fair meaning and as if prepared by both parties hereto. This Agreement shall be construed in accordance with the laws of the State of California, without regard to conflict of law principles. All legal actions must be instituted and maintained in the Superior Court of the County of Orange, State of California, or in any other appropriate court in that County. 6.5 Severability. If any term, provision, agreement, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of this Agreement shall not be affected thereby to the extent such remaining provisions are not rendered impractical to perform taking into consideration the purposes of this Agreement. 6.6 Binding Effect: Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. 6.7 Notices. All notices and other communication required under this Agreement shall be in writing and shall be delivered by either: (i) personal delivery, (ii) reliable courier service that provides a receipt showing date and time of delivery, (iii) registered or certified U.S. Mail, postage prepaid, return receipt requested, or (iv) facsimile. Notices shall be addressed to the respective parties as set forth below or to such other address and to such other persons as the parties may hereafter designate by written notice to the other party hereto: To City: City of Santa Ana 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 Attn: City Manager Facsimile: (714) 647-6954 To Auto Mall: Santa Ana Auto Mall Dealers Association, LLC c/o Premier Property Management 25108 Marguerite Parkway#A-262 Mission Viejo, CA 92692 Email: emilybenedick@gmail.com Each notice shall be deemed delivered on the date delivered If by personal delivery or by overnight courier service, on the date of receipt as disclosed on the return receipt if by mail, or on the date of transmission with confirmed successful transmission and receipt if by facsimile. By giving to the other party written notice as provided above, the parties to this Agreement shall have the right from time to time, and at any time during the term of this Agreement, to change their respective addresses or contact persons. 6.8 Representations and Warranties. As a material Inducement to City's entry Into this Agreement, Auto Mall represents and warrants to City that (i) Auto Mall has the full power and authority to enter into and perform under this Agreement; and (ii) all authorizations and approvals required to make this Agreement binding upon Auto Mall have been duly obtained. As a material inducement to Auto Mall's entry into this Agreement, City represents and warrants to Auto Mall that, subject to and limited by the provisions of Section 5.2: (i) City has the full power and authority 75A-28 to enter into and perform under this Agreement; and, (ii) all authorizations and approvals required to make this Agreement binding upon City have been duly obtained. 6.9 Litigation Expenses. If either of the parties institutes any legal action against the other in connection with any controversy related to, concerning or arising out of this Agreement, or any facts based upon or involving this Agreement, then the prevailing party, whether in court, through mediation, arbitration or by way of out-of-court settlement, shall be entitled to recover from the non -prevailing party such prevailing party's reasonable attorneys' fees, court costs, expert witness fees and other expenses relating to such controversy, including such fees, costs and expenses on appeal, if any; and the arbitrator(s), if any, is hereby authorized to make such an award to the prevailing party in arbitration. 6.10 Termination. In the event this Agreement terminates, no termination shall release any party in default and this Agreement shall survive for purposes of allowing a party to enforce its rights and remedies under this Agreement in the event of a default. All indemnification provisions and any other provision that by its nature cannot be performed during the term of this Agreement shall survive the termination of this Agreement. 6.11 Defense of Third Party Claims. To the fullest extent permitted by law, Auto Mall shall indemnify, defend and hold harmless the City, its officers, agents, and employees from and against any and all losses, liabilities, damages, costs and expenses, including attorney's fees and costs in the event that a third party files litigation challenging the validity or enforceability of this Agreement, or any Loan Repayments. The City and Auto Mall may jointly defend the Agreement and/or Loan Repayments. If the litigation is filed only against the City, Auto Mall may move to intervene as a defendant, respondent or real party in interest, based upon the nature and form of the litigation. 6.12 Force Maieure. The obligations by either party hereunder shall not be deemed in default and times for performance hereunder shall. be extended where delays are caused by fire/casualty losses; strikes, riots or war; litigation; unusually severe weather; inability to secure necessary labor, materials or tools because of a shortage in the market; delays of any contractor, subcontractor or supplier; unjustified acts or failure to act by City in the processing or approval of plans or permits or inspection or approvals of improvements; acts of God, or other similar causes without the fault and beyond the reasonable control of the party, despite the party's diligent efforts (collectively, 'force majeure"), if written notice is provided to the other party within a reasonable period following commencement of any such circumstances and, provided further, that the extension of time shall be only for the period of the force majeure delay. Adverse market conditions or the inability to obtain financing shall not constitute an event of force majeure. 6.13 Counterparts. This Agreement may be executed in two or more counterparts, each of which when so executed and delivered shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. 9 75A-29 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: City By: ` i / Ryan O.I Assistant RECOMMENDED FOR APPROVAL: FRANCISCO GUTIERREZ Executive Director Finance and Management Services CITY OF SANTA ANA CYNTHIA J. KURTZ Interim City Manager 10 75A-30 SANTA ANA AUTO MALL DEALERS ASSOCIATION, LLC Jim Speck Volvo of Orange County George Raysik Crevier BMW (Penske) George Raysik Penske Audi South Coast George Raysik Subaru Derrick Van Nieulande Freeway Honda George Raysik Crevier Mini (Penske) George Raysik Penske Volkswagen South Coast George Raysik Penske Lincoln South Coast 75A' --31 EXHIBIT A Santa Ana Auto Mall Dealers Association Initial Request Letter 12 75A-32 SANTA AICA AUTO MALL. DEALERS ASSOCIATION LLC CIO Premier Property Management ♦ 25108 Marguerite Parkway #A-262 ♦ Mission Viejo, CA 92692 0: 949.837.2701 D: 714.348.0002 E: emilybenedick@gmail.com August 28, 2017 City Council City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 RE: Santa Ana Auto Mall Freeway Sign Upgrade for Increased Revenue Dear Honorable Mayor and City Council Members, The Santa Ana Dealers Association (SADA) is hereby requesting the City's assistance in a Sales Tax Participation Agreement to upgrade the electronic freeway sign that is used as the Auto Center's main advertising medium to reach the 250,000 cars/day that drive on the 55 freeway. It is near impossible to convey to the public driving by on the freeway, that the Santa Ana Auto Mall encompasses 35+ acres of different Auto Dealerships without an impactful electronic freeway sign that has up-to-date technology. The assistance needed from the City of Santa Ana for this project Is an upfront funding of $1,032,948 (100% of project cost) in order to capitalize on the 11% -13% average sales increase for a sign upgrade of this size. This sales Increase will result in a sales tax revenue increase of the same proportion to the City; this will allow the City to recoup thelr costs in 12 years or less. If the total amount of is not recouped by year 12, the SADA will pay the remaining balance to the City. Note: final terms of agreement to be finalized and approved by SADA and the City of Santa Ana. The recoup structure breakdown is as follows: ➢ Total Remitted Sales Tax 2016 (approx.): $3,000,000 ➢ 12% Increase Estimate on 2018 (approx,): $360,000 ➢ 50% of that Increase Goes To City: $180,000 ➢ Recoup Time: approx. 6 years $1,080,000 SADA agrees to guarantee that any shortage not paid back to the City from increased sales tax at the end of the term, shall be paid by the Dealers Association. With this mutual Investment, the SADA will be able to make their sign a landmark and 411 be able to capture more of the Orange County market share from other Cities who also have digital Auto Center signs such as: Tustin, Irvine, Anaheim, Huntington Beach, Westminster and Garden Grove. In order to capture the above market share as soon as possible, please support our request and schedule the SADA project for a Planning Commission meeting to vote on approval by the last meeting in September 2017, Regards, Santa Ana Auto Mall Dealers Association EXHIBIT p 75A-33 SANTA ANA AUTO MALL DEALERS ASSOCIATION LLC Caoftla rPropeerM3nepem TO26108Marp 06PerMMM-262#Malan Moo,CA92692 o:SMW2701 D.M4.310.W Eemt*Wdd4WnA= Cravler BMW (Penske) Penske Lincoln South Cast x- -- X (} Penske Audi South Coast Free x�bb��11�—N _ Crevier Mlnl (Penske) Penske Volkswagen South Coast x.A� _ x Volvo of Orange County 75A-34 EMI ELECTRA-MEDIA, INC. Customer Eggipment Address: Sanm Ann Auto Dealer Assu.anan 55 Free w.v 1505 Ara. Mall Do,, Sanm Ano. CA 92705 VWe hereby order for purchase under the terms and conditions of this agreement, incorporated herein by reference. the following producl(s) 20MM RESOLUTION — YESCO SIGN INSTALLATION Product OeaeripHan: Remove entire radsling 70' Santa Ana Auto hiall sign. Cut ovseng pip's lust belaw grade. cap and pave over Francine and mstnll new 75' double I.. pylon sign, including footing vad steel pipe, cath two RI new angle face, iull ,.ior Pmewle . V'd LED anti 1304 p ou, high by 704 pwels wade - 20MM Resolution) with metal on now of sign Lmv.ng back, top and bottom open lot an open V svudma'modern' appearance Each Anel In but contained nl premum, duodas ped• blue and gamnl of the highest quality Each p«al to be shaded a, o consmeal line., louver Display to hove nighitrme dlmmmg copab1ty m 1%.1 lull brightness, still maintaining 100% of the calm spectrum the LED cutoff hold+ and mcdul,a to be conformal cooled, and enclosed m a sealed. ..un.ligin enclosure All ele ,icai c mpanents are to be cartel into central distribution pone) edych Then will connect to esusting primary daconnads. YESCO and EMI technicians will complete all wiring, tum an and lest display Also includes time and temmrol;me. two (2) remote computers in marquee, avtn,ela dimming deceit, made, and ventilation syslem Manulnaure and install Iwo (21 new single fare ton ID mbrcmts 3'S' s 48' 2.5' and ;mI.II onto steel pipes with internally fl,mmmed Iv,lh white LEDs) black channel lett,,, that lead -Sonia Ana Auto Mnll' ocl dm two RI 1'8' > 48' 2.5' painted silver aluminum decorative bonds installed below LED cabinet$ and two (2) I'6' s 45'10' pointed blue aluminum decorative bands installed below, atummum decorative hands. Fobncare and u,voll wstom .090 atomnmm pole woe with micaie Loan. includes 2'1' t 46'6' radius pointed aivm.nurn edge section and unit! over strudmol ,,eel. See Ehil ! YESCO Dasign ry803367.11 Now All fabrication, installation and permits to be performed by Calliamia Licansod Contractor -Young Electric Sign Company" (VTSCO), State Contracton License C•45 11250739 and EMI State Contractors License C45 0815508. EMI Maintenance Contract: Includes all ports, labor and crone labor tot live (51 rung for monlFly settee to change out LED modules, power suppge,. mledoca cards, line drivers, DVI card,, tronsiutmers. loses, rxtihe, boards. modem, connogers, wllwae, etc• along wish pro.am.tive maintenance calls once per ,ordh over end above emergency wackend tolls. Also includes peas and labor fa se,,,c,N illummmed udmnyhcah.n displays. md.die] LEDs, hollosis and uansicemem EMI Progrorssming Contract: Includes all programming services for fuel (51 years which consists of daily updates. unlimited changes, video graphic transfer. Intemel downioods, e•m.il confirmations, holiday graphics. and weekly from. renews. Aho mcl.wten aur pnxndne Eh11 team ponudically raammng sign content to ensure Ihal ewswpos stay up to data. Dolma. 90 120 dap Itom dot. pannus are oW.ined and mown puvm,.•nr a ru,u,n a Electrical. Phone Si Web Commit Rewe existing elecvical and vI,gnrde cvmmnm<vlwns to Vernon Cell.d.r as mdrdel .r. pace below Vpnaon seuvi:. fee of So07mo to he billed separately by EMI. Also includes two (2) wvb cameras, one par face. and rnorearog service 124 noun, o day. 7 days . wank, weaved -,any hour with ,mod umGtimhans upon."an to EMI and Santa Ann Deal,,, kwl:c ,tiaa; for rme v,.. Additional awn, ving w.11 be avodable wmmtely theraofse, for S 150/m.. to be paid by Dealers Association GM Funding 8 Pertnka:,lndudes coorddnnGng and processing City Funding Agreemem and City parrot Noy. Actual cost of Civ application fees. msucYrion Icor, welding Fees, nmaumi englnoadng, .it repaint lees. ocauisuion Inbor and final huddmg permit Ices am m of billed sene,alety Soil: Dces not ,dude msmllolion .n abnormal sill conditions Irl appl.mblai. Note: If h.glr ware, table onsb, steel casings may be needel Continaonm Agreement contingent upon EMI and Dealers Auocirai.a obtaining '100% lundmg tom the City of Santa An. mrough a rales ma puruopahr!n .gemma, with final payment lents and condilice, of funding ag,.r,*ni being approved pped by Santa Ann Ando Mall Drlen Ase,<iotian Wit to -51st un coord.noung the C'g lundms] Process and provide sample funding agreements used recently at other lilies prevailing Wage: Price based on prevailing wage for on•ssfe labor Price Payment Temsn Eumpment L Loh,, S 1.032 948 00 i _ : 31 o PO D,.•wn Payment Ula", Sanr.no Appl.cnhte Toa Included 5 344,316 00 Upon Shmms•m at LEDs Total Wth T.s S 1,032,948 00 S 344,316 00 Uoon C.mplalmn .N WITNESS WHFREOF. Owner and FMI move n. rumd this agreement hus 1_ day of Saotember. 201 7 Owner Senw Ana Auto Deolors Assximi-n Basra Mean, Ina 1505 Amo !.roti Drive 473i r.' 156' Sneer nm Ano, CA 92705 lcwndnin, CA 90260 dr Unle 6, /�Jd.J ,,� ire F-�-._' Dam o I o) I. 1+ EXHIBIT E 75A-35 75A-36